PROVISIONS HEREOF SHALL REMAIN IN FULL FORCE AND
19
EFFECT IN SUCH JURISDICTION AND SHALL BE LIBERALLY CONSTRUED IN ORDER TO CARRY
OUT THE INTENTIONS OF THE PARTIES HERETO AS NEARLY AS MAY BE POSSIBLE AND
(B) SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT AFFECT THE
VALIDITY, LEGALITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER
JURISDICTION.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY
WAIVES ANY PROVISION OF LAW THAT WOULD RENDER ANY PROVISION HEREOF PROHIBITED OR
UNENFORCEABLE IN ANY RESPECT.
K.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER
WITH THE APPLICABLE PROVISIONS OF ANY AGREEMENTS OR OTHER DOCUMENTS EXPRESSLY
REFERENCED HEREIN, CONSTITUTES, ON AND AS OF THE EFFECTIVE DATE, THE ENTIRE
AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND ALL
PRIOR OR CONTEMPORANEOUS UNDERSTANDINGS OR AGREEMENTS, WHETHER WRITTEN OR ORAL,
BETWEEN THE PARTIES WITH RESPECT TO SUCH SUBJECT MATTER ARE HEREBY SUPERSEDED IN
THEIR ENTIRETY.
TOSHIBA AND VITAL IMAGES HEREBY ACKNOWLEDGE THAT NEITHER PARTY
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY ANY REPRESENTATIONS OR
STATEMENTS, ORAL OR WRITTEN, NOT EXPRESSLY CONTAINED HEREIN.
THIS AGREEMENT
SHALL NOT BE DEEMED TO AMEND OR MODIFY ANY PROVISIONS IN THE RESELLER AGREEMENT.
L.
SECTION HEADINGS.
THE SECTION HEADINGS
IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND IN NO WAY DEFINE, LIMIT, EXTEND
OR INTERPRET THE SCOPE OF THIS AGREEMENT OR OF ANY PARTICULAR SECTION HEREOF.
M.
CONSTRUCTION.
THIS AGREEMENT HAS BEEN REVIEWED
AND APPROVED BY EACH OF THE PARTIES.
IN THE EVENT THAT IT SHOULD BE DETERMINED
THAT ANY PROVISION OF THIS AGREEMENT IS UNCERTAIN OR AMBIGUOUS, THE LANGUAGE IN
ALL PARTS OF THIS AGREEMENT SHALL BE IN ALL CASES CONSTRUED AS A WHOLE ACCORDING
TO ITS FAIR MEANING AND NOT STRICTLY CONSTRUED FOR NOR AGAINST ANY PARTY AND
WITHOUT REGARD TO WHICH PARTY MAY HAVE DRAFTED THE LANGUAGE.
N.
COMPLIANCE WITH LAWS.
EACH PARTY AGREES TO
COMPLY WITH THE JAPANESE FOREIGN EXCHANGE AND FOREIGN TRADE LAWS, THE U.S.
EXPORT ADMINISTRATION REGULATIONS AND ANY OTHER APPLICABLE EXPORT LAWS AND
REGULATIONS, AND NEITHER PARTY SHALL, DIRECTLY OR INDIRECTLY, EXPORT OR
RE-EXPORT ANY TECHNICAL INFORMATION OR DATA, INCLUDING PRODUCTS OR THE
DERIVATIVES OF PRODUCTS, TO ANY DESTINATION OR COUNTRY RESTRICTED OR PROHIBITED
BY SUCH LAWS AND/OR REGULATIONS, UNLESS PROPERLY AUTHORIZED BY THE APPROPRIATE
GOVERNMENTAL AUTHORITIES.
O.
COUNTERPART ORIGINALS.
THIS AGREEMENT MAY BE
SIGNED IN COUNTERPARTS, AND EACH COUNTERPART SHALL BE DEEMED TO BE AN ORIGINAL.
P.
BANKRUPTCY.
THE PARTIES INTEND AND AGREE
THAT THE LICENSES HEREIN SHALL BE CONSIDERED LICENSES TO "INTELLECTUAL PROPERTY"
PURSUANT TO SECTION 101 OF THE U.S. BANKRUPTCY CODE, AND THAT IN THE EVENT A
PARTY HEREUNDER ENTERS INTO BANKRUPTCY, THE OTHER PARTY SHALL BE ENTITLED TO
EXERCISE ITS RIGHTS UNDER SECTION 365(N) OF THE U.S. BANKRUPTCY CODE TO THE
FULLEST EXTENT PERMITTED THEREIN.
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[Development Agreement Signature Page]
IN WITNESS WHEREOF, Toshiba and Vital Images have caused this Agreement to be
executed by their duly authorized representatives.
Vital Images, Inc.
Toshiba Medical Systems Corporation
By:
/s/Michael H. Carrel
By:
/s/Yasuo Nobuta
Name