NOTIFY THE OTHER PARTY PROMPTLY IN WRITING OF ANY AND ALL SUCH CHANGES OF WHICH
IT BECOMES AWARE.
IF R2 IS REQUIRED BY ANY REGULATORY AGENCY TO RECALL THE R2
PRODUCT, OR IF R2 OR A REGULATORY AUTHORITY INITIATES A RECALL OF THE R2
PRODUCT, VTAL SHALL COOPERATE WITH AND ASSIST R2 IN LOCATING, AND RETRIEVING IF
NECESSARY, RECALLED R2 PRODUCTS FROM CUSTOMERS.
VTAL SHALL BE RESPONSIBLE FOR
MAINTAINING ALL RECORDS OF ITS SALES TO CUSTOMERS IN THE EVENT OF A RECALL OR
OTHER QUALITY RELATED ISSUE.
R2 SHALL BEAR THE COSTS OF ALL RECALLS OF THE R2
PRODUCT.
VTAL SHALL BEAR THE COSTS OF ALL RECALLS OF THE VTAL WORKSTATION.
7.4
COMPLIANCE WITH LOCAL LAWS.
VTAL AGREES TO COMPLY WITH ALL LOCAL LAWS AND
REGULATIONS APPLICABLE TO THE DISTRIBUTION OF THE R2 PRODUCT IN EACH COUNTRY
WITHIN THE TERRITORY.
8.
CONSIDERATION
8.1
PRICES FOR LUNG NODULE CAD APPLICATION.
VTAL AGREES TO PAY THE TRANSFER
PRICES (ADJUSTED PER THE APPLICABLE DISCOUNT SCHEDULE) SET FORTH IN THE PRICING
SCHEDULE ATTACHED AS EXHIBIT C.
8.2
MINIMUM SALES.
(A)
BEGINNING ON THE EUROPE DATE, VTAL SHALL ORDER AND PURCHASE A MINIMUM
NUMBER OF R2 PRODUCT UNITS EACH QUARTER, DURING EACH YEAR OF THE TERM OF THIS
AGREEMENT ("MINIMUM"), AS FOLLOWS:
(I)
FIRST 12-MONTH PERIOD:
UNITS PER QUARTER
(II)
SECOND 12-MONTH PERIOD:
UNITS PER QUARTER
(III)
THIRD 12-MONTH PERIOD:
UNITS PER QUARTER
BY WAY OF NON-LIMITING EXAMPLE, DURING THE FIRST QUARTER, VTAL SHALL PURCHASE A
MINIMUM OF
(
) UNITS.
IF, BY THE 59TH DAY, VTAL HAS
PURCHASED
(
) UNITS, VTAL SHALL PURCHASE
(
) ADDITIONAL
UNITS ON DAY 60 TO SATISFY THE MINIMUM FOR THAT QUARTER.
IF MORE THAN THE
MINIMUM IS
PURCHASED IN ANY QUARTER, THESE ADDITIONAL NUMBERS OVER THE MINIMUM WILL BE
APPLIED TOWARDS THE MINIMUM REQUIRED IN THE SUBSEQUENT QUARTERS.
(B)
ONCE VTAL PURCHASES AND PAYS FOR A TOTAL OF
(
)
UNITS, THE MINIMUM WILL NO LONGER APPLY.
(C)
DURING THE PERIOD BETWEEN THE EUROPE DATE AND THE US DATE, VTAL'S
QUARTERLY MINIMUM WILL BE DECREASED BY
(
) OF THE UNITS IN
SECTION 8.2(A) ABOVE, HOWEVER, THE TOTAL MINIMUM WILL NOT CHANGE.
RATHER, THE
REMAINING
(
) OF THE MINIMUM FOR A GIVEN QUARTER WILL BE
DEFERRED AND ADDED TO THE QUARTERS SUBSEQUENT TO THE US DATE.
VTAL SHALL
PURCHASE THE DEFERRED MINIMUM DURING A PERIOD OF TIME SUBSEQUENT TO THE US DATE
THAT IS EQUIVALENT TO THE DURATION OF THE PERIOD BETWEEN THE EUROPE DATE AND THE
US DATE.
BY WAY OF NON-LIMITING EXAMPLE, IF THE PERIOD BETWEEN THE EUROPE DATE
AND THE US DATE WAS EXACTLY NINE (9) MONTHS, THEN DURING THOSE THREE QUARTERS,
THE MINIMUM WOULD BE ONLY
(
) UNITS PER QUARTER, RATHER
THAN
(
) UNITS AS NOTED ABOVE.
HOWEVER, DURING THE SUBSEQUENT THREE
(3) QUARTERS FOLLOWING THE US DATE, THE MINIMUM WOULD INCREASE TO
(
) UNITS IN THE FIRST QUARTER AND
(
) UNITS PER QUARTER FOR
THE NEXT TWO QUARTERS, RATHER THAN
(
) UNITS AND
(
)