AGREE TO MAKE OR OFFER ON BEHALF OF LICENSOR, ANY
LOAN, GIFT, DONATION OR OTHER PAYMENT, DIRECTLY OR INDIRECTLY, WHETHER IN CASH
OR IN KIND, FOR THE BENEFIT OF OR AT THE DIRECTION OF ANY CANDIDATE, COMMITTEE,
POLITICAL PARTY, POLITICAL FUNCTION OR GOVERNMENT OR GOVERNMENT SUBDIVISION, OR
ANY INDIVIDUAL ELECTED, APPOINTED OR OTHERWISE DESIGNATED AS AN EMPLOYEE OR
OFFICER THEREOF, FOR THE PURPOSES OF INFLUENCING ANY ACT OR DECISION OF SUCH
ENTITY OR INDIVIDUAL OR INDUCING SUCH ENTITY OR INDIVIDUAL TO DO OR OMIT TO DO
ANYTHING IN ORDER TO OBTAIN OR RETAIN BUSINESS OR OTHER BENEFITS IN VIOLATION OF
THE UNITED STATES FOREIGN CORRUPT PRACTICES ACT.
12.12
BOYCOTT.
LICENSEE SHALL NOT, DIRECTLY OR INDIRECTLY,
TAKE ANY ACTION THAT WOULD CAUSE LICENSOR TO BE IN VIOLATION OF UNITED STATES
ANTI-BOYCOTT LAWS UNDER THE UNITED STATES EXPORT ADMINISTRATION ACT OR THE
UNITED STATES INTERNAL REVENUE CODE, OR ANY REGULATION THEREUNDER.
12.13
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE
OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL AND ALL OF WHICH SHALL
CONSTITUTE TOGETHER THE SAME DOCUMENT.
12.14
INTERPRETATION.
THIS AGREEMENT HAS BEEN NEGOTIATED BY
THE PARTIES AND THEIR RESPECTIVE COUNSEL.
THIS AGREEMENT WILL BE FAIRLY
INTERPRETED IN ACCORDANCE WITH ITS TERMS AND WITHOUT ANY STRICT CONSTRUCTION IN
FAVOR OF OR AGAINST ANY PARTY.
ANY AMBIGUITY WILL NOT BE INTERPRETED AGAINST
THE DRAFTING PARTY.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this AGREEMENT.
VIKING SYSTEMS, INC.
VISTA MEDICAL TECHNOLOGIES, INC.
By:
/s/ Thomas B. Marsh
By:
/s/ John R. Lyon
Thomas B. Marsh, President
John R. Lyon, President
Date:
4/15/04
Date:
4/15/04
EXHIBIT A
LICENSED TECHNOLOGY
All "Company Intellectual Property," as defined in the Asset Purchase Agreement.
EXHIBIT B
LICENSED PRODUCTS
VISTA PRODUCTS
OEM PRODUCTS