MANAGEMENT DEFINED IN THE PRODUCT DEVELOPMENT PLANS IN
EFFECT FROM TIME TO TIME.
B.
TOSHIBA FUNDING/RESOURCES.
TOSHIBA SHALL PAY VITAL IMAGES FOR THE
EFFORTS EXPENDED IN EACH PRODUCT DEVELOPMENT PLAN IN EFFECT FROM TIME TO TIME AT
THE RATES SET FORTH ON EXHIBIT A (THE "TOSHIBA FUNDING").
TOSHIBA AGREES THAT
SO LONG AS AT LEAST ONE PRODUCT DEVELOPMENT PLAN IS IN EFFECT, TOSHIBA FUNDING
WILL NOT BE LESS THAN AN AMOUNT SUFFICIENT TO PROVIDE FUNDING FOR THE * * *
FULL-TIME
* * * Confidential Treatment has been requested, the portion indicated has been
redacted and the redacted portion has been separately filed with the Securities
and Exchange Commission.
9
PRODUCT DEVELOPMENT ENGINEERING PERSONNEL REFERRED TO IN SECTION 4.A. TOSHIBA
WILL DEVOTE SUCH INTERNAL RESOURCES AND PERSONNEL AS ARE REASONABLY NECESSARY TO
FULFILL TOSHIBA'S OBLIGATIONS UNDER THIS AGREEMENT.
TOSHIBA SHALL BE
RESPONSIBLE FOR MANAGING AND FUNDING CLINICAL EVALUATION AND VALIDATION OF
PROJECT SOFTWARE AND SHALL ENABLE THE PARTICIPATION OF VITAL IMAGES' PERSONNEL
IN SUCH PROCESS; PROVIDED, HOWEVER, THAT VITAL IMAGES MAY ALSO CONDUCT
INDEPENDENT CLINICAL EVALUATION AND VALIDATION.
CLINICAL EVALUATION AND
VALIDATION FOR PROJECT SOFTWARE SHALL BE DEFINED IN EACH PRODUCT DEVELOPMENT
PLAN IN EFFECT FROM TIME TO TIME.
C.
SILENT PERIOD.
DURING ANY SILENT PERIOD BUT NOT TO EXCEED SIX
(6) MONTHS, TOSHIBA WILL CONTINUE TO PROVIDE FUNDING TO VITAL IMAGES, AT THE
RATES SET FORTH IN EXHIBIT A, FOR ANY VITAL IMAGES PERSONNEL WHO, DURING SUCH
SILENT PERIOD, ARE ASSIGNED TO AND ACTIVELY ENGAGED ON PROJECTS RELATED TO
ERRORS REPORTED IN ANY PROJECT SOFTWARE THAT HAS BEEN RELEASED PRIOR TO SUCH
SILENT PERIOD PURSUANT TO THIS AGREEMENT.
IN ADDITION, DURING ANY SILENT PERIOD
AND ALSO AFTER ANY EXPIRATION OF THE TERM (BUT NOT AFTER ANY TERMINATION OF THE
TERM UNDER SECTION 6(B), (C) OR (D)), TOSHIBA WILL PROVIDE FUNDING FOR * * *
FULL-TIME PRODUCT DEVELOPMENT ENGINEERING PERSONNEL FOR A PERIOD, NOT TO EXCEED
SIX (6) MONTHS DURING AND AFTER THE EXPIRATION OF THE TERM IN ORDER TO ASSIST
VITAL IMAGES TO COVER REALLOCATION AND/OR TERMINATION COSTS.
D.
REPORTING AND AUDIT PROVISIONS.
VITAL IMAGES WILL IMPLEMENT A
PROJECT ACCOUNTING SYSTEM TO TRACK ITS SPENDING AND TIME WORKED, ON AN
EMPLOYEE-BY-EMPLOYEE BASIS, ON (I) EACH PRODUCT DEVELOPMENT PLAN IN EFFECT FROM
TIME TO TIME, OR (II) ANY OTHER WORK PERFORMED BY VITAL IMAGES PERSONNEL FOR
WHICH TOSHIBA IS REQUIRED TO PROVIDE ANY FUNDING UNDER THIS AGREEMENT.
VITAL
IMAGES WILL PROVIDE TO TOSHIBA A PERIODIC REPORT OF SUCH SPENDING AND TIME
WORKED IN A FORM AND FREQUENCY TO BE AGREED UPON BY THE PARTIES (THE "SPENDING
REPORTS").
TOSHIBA SHALL HAVE THE RIGHT, AT ITS COST AND EXPENSE, TO AUDIT THE
SPENDING REPORTS FROM TIME TO TIME.
UPON REASONABLE PRIOR REQUEST BY TOSHIBA,
VITAL IMAGES WILL PERMIT TOSHIBA PERSONNEL AND TOSHIBA'S DESIGNATED OUTSIDE
ACCOUNTANT TO REVIEW THE SPENDING REPORTS AND ALL SUPPORTING OR RELATED BOOKS,
RECORDS, SYSTEMS, INVOICES, RECEIPTS AND OTHER DOCUMENTS OF VITAL IMAGES (ALL OF
WHICH SHALL BE TREATED AS CONFIDENTIAL INFORMATION OF VITAL IMAGES).
VITAL
IMAGES SHALL