RESPECTIVELY AS NOTED ABOVE.
(D)
PURCHASES BY SUBDISTRIBUTORS SHALL APPLY TOWARDS THE MINIMUMS SET FORTH
HEREIN, AS IF THE PURCHASES HAD BEEN BY VTAL.
(E)
NOTWITHSTANDING THE FOREGOING TERMS OF THIS SECTION 8.2, THE MINIMUM SHALL
NOT APPLY TO A QUARTER, NOR SHALL SUCH MINIMUM BE DEFERRED TO A SUBSEQUENT
PERIOD, IF:
(I) SUBSEQUENT TO THE EUROPE DATE, THE CE CERTIFICATION WITH
RESPECT TO THE R2 PRODUCT IS REVOKED OR OTHERWISE BECOMES INEFFECTIVE; (II)
SUBSEQUENT TO THE US DATE, ANY FDA APPROVAL WITH RESPECT TO THE R2 PRODUCT IS
REVOKED OR OTHERWISE BECOMES INEFFECTIVE; (III) A REGULATORY AGENCY, OR R2,
ISSUES A RECALL OF THE R2 PRODUCT OR VTAL WORKSTATION, AS A RESULT OF THE R2
PRODUCT INSTALLED THEREON; (IV) VTAL ISSUES A RECALL OF THE VTAL WORKSTATION
SOLELY ATTRIBUTABLE TO THE R2 PRODUCT; (V) THE ABILITY OF VTAL TO SELL THE R2
PRODUCT IS IMPAIRED BY ANY GOVERNMENTAL ACTION, RIOTS, WAR, PROLONGED SHORTAGE
OF ENERGY, EPIDEMICS, FIRE, FLOOD, HURRICANE, TYPHOON, EARTHQUAKE, OR OTHER
EVENT OF FORCE MAJEURE BEYOND THE REASONABLE CONTROL OF VTAL ("FORCE MAJEURE"),
OR (VI) VTAL BECOMES SUBJECT TO ANY INJUNCTION OR OTHER LEGAL PROHIBITION
AGAINST THE SALE OF THE R2 PRODUCT (EXCEPT ONE WHICH WOULD BE CURED BY OBTAINING
A PERMIT OR OTHER APPLICABLE REGULATORY APPROVALS).
8.3
REPORTS.
R2 SHALL PROVIDE A REPORT TO VTAL IN WRITING WITHIN THIRTY (30)
DAYS OF THE CLOSE OF EACH QUARTER, CONTAINING THE TOTAL NUMBER OF R2 SHOWCASE
UNITS SOLD WORLDWIDE DURING SUCH QUARTER (EXCLUDING BETA, DEMONSTRATION,
TRAINING AND NON-CAD ENABLED UNITS), AND THE PRICE (EXCLUSIVE OF TRANSPORTATION,
INSURANCE, TAXES, DUTIES AND THE LIKE) PAID THEREFORE.
8.4
ADJUSTMENT OF MINIMUMS.
IF THE TOTAL NUMBER OF R2 SHOWCASE UNITS SOLD
WORLDWIDE IN ANY TWO (2) QUARTER PERIOD BY R2 AND ALL OF ITS DISTRIBUTOR/CHANNEL
PARTNERS (EXCLUDING VTAL) IS LESS THAN THE SUM OF THE QUARTERLY MINIMUMS FOR THE
PRECEDING TWO (2) QUARTERS, THEN VTAL'S QUARTERLY MINIMUMS FOR THE SUBSEQUENT
TWO (2) QUARTERS WILL BE DECREASED BY THE SAME NUMBER BY WHICH R2 AND ALL OF ITS
DISTRIBUTORS/CHANNEL PARTNERS FELL SHORT DURING THE PRECEDING (2) QUARTERS.
BY
WAY OF NON-LIMITING EXAMPLE, IF R2 AND ALL OF ITS DISTRIBUTOR/CHANNEL PARTNERS
SELL
(
) UNITS, INSTEAD OF
(
) UNITS DURING THE FIRST
TWO (2) QUARTERS IN THE THIRD TWELVE (12) MONTH PERIOD AFTER THE EUROPE DATE,
THEN THE MINIMUM VTAL MUST PURCHASE IN THE SUBSEQUENT TWO (2)
QUARTERS WOULD DECREASE BY A TOTAL OF
(
) UNITS, FROM
(
)
PER QUARTER TO
(
) PER QUARTER.
8.5
REVENUE SHARE/REFERRALS BY R2.
R2 MAY REFER ITS EXISTING AND POTENTIAL
CUSTOMERS TO VTAL AND FOR EACH SUCH REFERRAL THAT IS NOT A VTAL INSTALLED BASE
SITE THAT PURCHASES THE R2 PRODUCT ("R2 REFERRAL"), VTAL SHALL REIMBURSE R2
FOR
(
) OF THE INCENTIVE THAT R2 PAYS TO ITS SALES
REPRESENTATIVE FOR SUCH R2 REFERRAL; PROVIDED THAT THE TOTAL DOLLAR AMOUNT PAID
AS AN INCENTIVE BY R2 TO ITS SALES REPRESENTATIVE WILL NOT
EXCEED
($
) PER R2
REFERRAL.
8.6
ADJUSTMENT OF TRANSFER PRICES.