IS SOLD TO A
CUSTOMER LISTED ON SCHEDULE 7.3 WITHIN THREE MONTHS OF EFFECTIVE DATE OF THIS
AGREEMENT.
SECTION 7.4
PRODUCT ACCESSORIES. EDWARDS SHALL PURCHASE FROM PLC F.O.B PLC'S
MANUFACTURING FACILITY ANY PRODUCT ACCESSORY SET FORTH ON SCHEDULE 7.4 FOR THE
TRANSFER PRICE LISTED FOR SUCH ACCESSORY ON SCHEDULE 7.4.
SECTION 7.5
SHIPPING. AT EDWARDS' REQUEST, PLC SHALL WAREHOUSE ALL HL-2 LASER
SYSTEMS PURCHASED BY EDWARDS AT EDWARDS' SEGREGATED WAREHOUSE WITHIN PLC'S
FACILITY ("EDWARDS FACILITY"). UNTIL THE DATE 60 DAYS AFTER THE DATE OF THE
TERMINATION OF THE TRANSITION SERVICES PROVIDED IN SECTION 4.1, PLC SHALL
DELIVER TMR DISPOSABLE KITS DIRECTLY TO THE END USER. THEREAFTER, PLC SHALL
DELIVER TMR DISPOSABLE KITS DIRECTLY TO EDWARDS. ALL PRICES FOR THE PRODUCTS
SHALL BE F.O.B. PLC'S MANUFACTURING FACILITY. THE PRICES WILL NOT INCLUDE ANY
FEDERAL, STATE OR LOCAL SALES, USE, EXCISE OR VALUE ADDED TAX THAT MAY BE
APPLICABLE. IF PLC HAS THE LEGAL OBLIGATION TO COLLECT SUCH TAXES, THE
APPROPRIATE AMOUNT SHALL BE ADDED TO EDWARDS' INVOICE AND PAID BY EDWARDS UNLESS
EDWARDS PROVIDES PLC WITH A VALID TAX EXEMPTION CERTIFICATE AUTHORIZED BY THE
APPROPRIATE TAXING AUTHORITY. PLC SHALL SHIP THE PRODUCTS USING THE METHOD OF
TRANSPORTATION SPECIFIED BY EDWARDS IN THE PURCHASE ORDER. IN ALL CASES, TITLE,
RISK OF LOSS AND ALL RESPONSIBILITY FOR TRANSPORTATION, INSURANCE AND STORAGE
SHALL PASS FROM PLC TO EDWARDS UPON TRANSFER OF FINISHED HL-2 LASER SYSTEMS FROM
PLC TO THE EDWARDS FACILITY AND AFTER SUCH TRANSFER PLC SHALL PROMPTLY ISSUE AN
INVOICE RELATED THERETO TO EDWARDS.
SECTION 7.6
PAYMENT. FULL PAYMENT SHALL BE MADE BY EDWARDS TO PLC WITHIN [**]
DAYS FROM THE INVOICE DATE WHICH SHALL BE SHIPPING DATE FOR THE PRODUCTS TO
EDWARDS.
ARTICLE VIII
TERM AND TERMINATION; ANNUAL MEETING
SECTION 8.1
TERM AND RENEWAL. THIS AGREEMENT SHALL COMMENCE ON THE DALE HEREOF
(THE "EFFECTIVE DATE") AND BE VALID FOR AN INITIAL TERM OF FIVE (5) YEARS
("INITIAL TERM"). EDWARDS SHALL HAVE THE OPTION TO EXTEND THE AGREEMENT ON THE
SAME TERMS AND CONDITIONS FOR AN ADDITIONAL TERM OF FIVE (5) YEARS, PROVIDED
THAT THE TMR DISPOSABLE KITS SOLD BY EDWARDS, MEASURED FOR THE TWELVEMONTH
PERIOD ENDING SIX MONTHS PRIOR TO THE EXPIRATION OF THE INITIAL TERM, ARE USED
IN AT LEAST 35% OF ALL INTRAOPERATIVE LASER-BASED TRANSMYOCARDIAL
REVASCULARIZATION PROCEDURES IN THE TERRITORY FOR SUCH PERIOD AS MEASURED BY A
THIRD-PARTY STUDY REASONABLY ACCEPTABLE TO PLC AND EDWARDS (THE "AUTOMATIC
RENEWAL THRESHOLD"). IF THE PARTIES CANNOT
9
AGREE ON ANY SUCH STUDY, THEN THEY SHALL JOINTLY COMMISSION A STUDY BY
MCKINSEY & COMPANY AND WILL BE BOUND BY SUCH STUDY. PLC AND EDWARDS SHALL SPLIT
THE COST OF THE MCKINSEY & COMPANY STUDY EQUALLY. IF THE SALE OF PRODUCTS BY
EDWARDS DOES NOT MEET THE AUTOMATIC RENEWAL THRESHOLD, THE PARTIES MAY AGREE TO
EXTEND THE AGREEMENT ON MUTUALLY ACCEPTABLE TERMS AND CONDITIONS.
SECTION 8.2
IMMEDIATE TERMINATION. THIS AGREEMENT MAY BE TERMINATED BY EITHER
EDWARDS OR PLC IMMEDIATELY IN THE EVENT THAT (A) ANY BREACH BY PLC OF
SECTION 4.8; (B) ANY MATERIAL