R2 OBTAINS FDA
APPROVAL FOR THE LUNG NODULE CAD APPLICATION PURSUANT TO SECTION 7.1, BELOW, OR
(II) THE COMPLETION OF THE MILESTONES IN THE DEVELOPMENT PLAN WITH RESPECT TO
THE R2 PRODUCT THAT WILL BE DISTRIBUTED IN THE UNITED STATES.
1.22 "VTAL INSTALLED BASE SITES" MEANS THOSE PERSONS OR ENTITIES IDENTIFIED ON A
SEPARATE DOCUMENT DELIVERED BY VTAL TO R2 QUARTERLY, AS MAY BE ACCURATELY
UPDATED BY VTAL FROM TIME TO TIME, WHO ARE IN POSSESSION OF ONE (1) OR MORE VTAL
WORKSTATION(S) (OTHER THAN DEMONSTRATION UNITS).
1.23 "VTAL WORKSTATION" MEANS ANY VTAL WORKSTATION AND THE COMPONENTS THEREOF,
INCLUDING WITHOUT LIMITATION THE VITREA BRAND WORKSTATION, CONSISTING OF
HARDWARE, DISPLAY DEVICES AND VITREA AND OTHER SOFTWARE APPLICATIONS.
1.24 "WARRANTY PERIOD" MEANS A PERIOD OF ONE (1) YEAR AFTER DELIVERY AND
INSTALLATION OF THE R2 PRODUCT AT A CUSTOMER LOCATION.
In addition to the foregoing, terms such as "sale", "purchase", "distribute" and
variants and synonyms thereof, when used with reference to software herein, are
used for convenience only and refer to transactions involving the grant of a
software license for the R2 Product.
2.
DEVELOPMENT
2.1
DEVELOPMENT EFFORTS.
THE PARTIES WILL DEVELOP AND IMPLEMENT A PLAN TO
DEFINE AND TEST THE SPECIFICATIONS AND TO ADDRESS OTHER COMPATIBILITY ISSUES OF
THE R2 PRODUCT WITH THE VTAL WORKSTATION (THE "DEVELOPMENT PLAN").
THE PARTIES
WILL USE THEIR BEST EFFORTS TO COMPLETE AND ATTACH THE DEVELOPMENT PLAN TO THIS
AGREEMENT AS EXHIBIT A WITHIN FOURTEEN (14) DAYS OF THE EFFECTIVE DATE.
THE
PARTIES MAY AMEND THE DEVELOPMENT PLAN AS THEY MUTUALLY AGREE IN WRITING TO
REFLECT CHANGES IN THE SPECIFICATIONS.
THE PARTIES ACKNOWLEDGE AND AGREE THAT
THE DEVELOPMENT EFFORTS ARE DEPENDENT ON MUTUAL COOPERATION AND PERFORMANCE OF
EACH PARTY'S OBLIGATIONS SET FORTH IN THE DEVELOPMENT PLAN.
2.2
PROGRESS MEETINGS.
THE PARTIES WILL CONDUCT MEETINGS EACH CALENDAR
QUARTER AND KEEP EACH OTHER REASONABLY INFORMED WITH RESPECT TO PROGRESS UNDER
THE DEVELOPMENT PLAN AND OTHER SIGNIFICANT CHANGES, MODIFICATIONS, REVISIONS, OR
UPDATES THAT ARE BEING PLANNED FOR THEIR RESPECTIVE PRODUCTS.
2.3
DICOM STANDARD.
WHENEVER POSSIBLE, THE STANDARD OF COMMUNICATION FOR
IMAGES AND THE CORRESPONDING CAD RESULTS BETWEEN THE CAD COMPONENT OF THE R2
PRODUCTS AND THE VTAL WORKSTATION SHALL BE THE DIGITAL IMAGING AND
COMMUNICATIONS IN MEDICINE ("DICOM") STANDARD WHEN SUCH STANDARD SUPPORTS THE
CLASSES AND SERVICES REQUIRED.
VTAL AGREES THAT THE DICOM HEADER IN EACH
ACQUISITION DEVICE CONTAINED IN THE VTAL WORKSTATION SHALL CONTAIN A UNIQUE
IDENTIFIER FOR EACH SUCH ACQUISITION DEVICE.
THE PARTIES SHALL MEET
PERIODICALLY TO DISCUSS SUCH CHANGES, MODIFICATIONS, REVISIONS, OR UPDATES, AND
SHALL PROVIDE EACH OTHER WITH SUCH INFORMATION AND ASSISTANCE AS MAY BE
NECESSARY OR USEFUL AND COMMERCIALLY REASONABLE TO ENABLE COMPATIBILITY AND
INTEROPERABILITY BETWEEN FUTURE VERSIONS OF THE R2 PRODUCT AND THE VTAL
WORKSTATION.
SUCH CHANGES AND MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED
TO:
(A)
THE ADDITION OR DELETION OF SERVICES SUPPORTED,
(B)
CHANGES TO THE INFORMATION CONTAINED IN THE
DICOM FIELDS OF DICOM HEADERS, INCLUDING THE USE OF REQUIRED FIELDS,
(C)
CHANGES TO THE IMAGE PROCESSING USED TO CREATE