not reverse engineer, decompile or
disassemble the Option.
4.5.
Competing Products.
During the term of this Agreement, EZEM shall
not manufacture, clinically test, sell, rent, market, distribute, promote or
solicit the sale of any software products which permit virtual endoscopy.
4.6.
EZEM Expenses.
EZEM assumes full responsibility for all its own
costs and expenses incurred in carrying out its obligations under this
Agreement, including but not limited to all rents, salaries, commissions,
advertising, demonstrations, travel and accommodations; provided, however, VTAL
will provide training (including refresher training and training concerning
improvements) to EZEM at no charge for a reasonable number of EZEM's sales and
technical support staff, at VTAL's facilities or at any other mutually-agreeable
location, in the function and application of the Option; provided, however, EZEM
shall pay the salaries and all transportation and living expenses for its staff.
5.
GENERAL OBLIGATIONS OF VTAL
5.1.
General Obligations.
VTAL shall have the following obligations
with respect to performing its obligations hereunder:
(A)
TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO FURTHER THE
PROMOTION AND MARKETING OF THE OPTION IN THE TERRITORY;
(B)
TO BE SOLELY RESPONSIBLE FOR ALL ASPECTS OF THE SALE,
DEMONSTRATION, PRICING, MANUFACTURE, SUPPLY, INSTALLATION, TRAINING WITH RESPECT
TO, TECHNICAL SUPPORT, MAINTENANCE AND SERVICE OF THE OPTION; EXCEPT FOR THE
DEMONSTRATION OBLIGATIONS OF EZEM AS CONTEMPLATED HEREBY;
(C)
TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO IMPROVE THE OPTION,
INCLUDING THOSE IMPROVEMENTS SET FORTH ON SCHEDULE 5.1(C);
(D)
TO ABIDE BY ALL APPLICABLE LAWS, RULES AND REGULATIONS IN THE
TERRITORY, INCLUDING WITHOUT LIMITATION THOSE PORTIONS OF THE ACT, AS AMENDED,
WHICH APPLY TO THE MANUFACTURE, SALE AND DISTRIBUTION OF MEDICAL SOFTWARE AND
DEVICES, CURRENT FDA QUALITY SYSTEM REGULATIONS AND THE U.S. FOREIGN CORRUPT
PRACTICES ACT;
(E)
TO PROVIDE OR CAUSE TO BE PROVIDED ADEQUATE TRAINING AND
INSTRUCTION TO EZEM PERSONNEL IN ORDER TO ALLOW THEM TO PROPERLY PROMOTE AND
MARKET THE OPTION;
(F)
TO PROVIDE EZEM WITH APPROPRIATE DETAILS OF ALL MATERIAL
COMPLAINTS AND BUGS FOUND IN THE OPTION, WHETHER SUCH COMPLAINTS OR BUGS WERE
DISCOVERED BY VTAL, CUSTOMERS OF VTAL, EZEM OR CUSTOMERS OF EZEM;
(G)
TO PROVIDE EZEM ON A QUARTERLY BASIS WITH A LIST OF PURCHASERS
(INCLUDING INSTALLATION LOCATIONS) OF VITREA 2 SOFTWARE SOLD BY IT (AND IF
KNOWN, BY ITS LICENSEES), WHICH LIST SHALL BE CONSIDERED CONFIDENTIAL
INFORMATION SUBJECT TO SECTION 12.1 HEREOF AND SHALL BE USED BY EZEM ONLY FOR
THE PURPOSE OF PROVIDING ITS "VC TOOL KIT" AND OTHER VIRTUAL COLONOSCOPY
PRODUCTS TO SUCH PURCHASERS;
(H)
TO PROVIDE TECHNICAL SUPPORT FOR CME SPONSORED COURSES;
(I)
TO MAINTAIN AN ADEQUATELY TRAINED AND STAFFED TECHNICAL,
ENGINEERING AND MANUFACTURING SUPPORT GROUP IN ORDER TO FULFILL ITS OBLIGATIONS
HEREUNDER; AND
(J)
TO CONDUCT ITS BUSINESS IN A PROFESSIONAL MANNER, WHICH WILL
REFLECT POSITIVELY UPON EZEM AND THE OPTION.
5.2.
VTAL Expenses.
VTAL assumes full responsibility for all its own
costs and expenses incurred in carrying out its obligations under this
Agreement.
6.
ADDITIONAL AGREEMENTS BETWEEN VTAL AND EZEM
6.1.
EZEM is to maintain and provide on and prior