AND MAINTENANCE OF THE R2 PRODUCT AS
REASONABLY NECESSARY, FOR VTAL TO FULFILL ITS SERVICE
OBLIGATIONS TO THE CUSTOMER.
SUCH TRAINING SHALL TAKE PLACE AT THE DATES AND
LOCATIONS AS MUTUALLY AGREED BETWEEN THE PARTIES.
3.6
HARDWARE PROCUREMENT.
VTAL SHALL PURCHASE DIRECTLY HARDWARE THAT MEETS
THE R2 SPECIFICATIONS ATTACHED AS EXHIBIT I (AS MAY BE MODIFIED BY R2 FROM TIME
TO TIME) FOR USE WITH THE R2 PRODUCT ("SERVERS").
THE PARTIES SHALL MUTUALLY
AGREE UPON VENDORS OF SUCH SERVERS.
VTAL WILL INSTALL THE R2 PRODUCT (SHIPPED
BY R2 IN ACCORDANCE WITH SECTION 6) ON THE SERVERS AT VTAL'S EXPENSE.
4.
EXCLUSIVITY
4.1
BY R2.
R2 SHALL NOT LICENSE OR OTHERWISE PROVIDE LUNG NODULE CAD
TECHNOLOGY TO ANY VENDORS OF FREESTANDING WORKSTATIONS FOR SALE IN THE UNITED
STATES, CANADA OR EUROPEAN UNION AND IDENTIFIED ON EXHIBIT D ("WORKSTATION
VENDORS").
NOTWITHSTANDING THE FOREGOING, R2 SHALL NOT BE RESTRICTED FROM
PROVIDING THE LUNG NODULE CAD TECHNOLOGY TO: (I) ANY OTHER THIRD PARTY
WORKSTATION VENDOR NOT LISTED IN EXHIBIT D; (II) ANY PACS VENDOR IDENTIFIED ON
EXHIBIT D THAT SELLS WORKSTATIONS IN CONJUNCTION WITH PACS ("PACS VENDOR");
PROVIDED THAT R2 SHALL NOT PROVIDE THE LUNG NODULE CAD TECHNOLOGY TO ANY PACS
VENDOR FOR USE WITH SUCH VENDOR'S SALE OF FREESTANDING WORKSTATIONS; (III) OR TO
ANY THIRD PARTY OEM OR PACS COMPANY THAT IN TURN CONTRACTS WITH ANY WORKSTATION
VENDOR IDENTIFIED ON EXHIBIT D.
4.2
BY VTAL.
DURING THE TERM, VTAL SHALL NOT SELL ANY LUNG NODULE CAD
TECHNOLOGY IN CONNECTION WITH ANY VTAL PRODUCT OR SERVICES (INCLUDING THE VTAL
WORKSTATION), OTHER THAN THE CAD PROVIDED BY R2.
FURTHER, VTAL SHALL NOT: (I)
SELL THE R2 PRODUCT TO ANY R2 INSTALLED BASE SITES LOCATED IN THE UNITED STATES
FOR A PERIOD OF SIX (6) MONTHS AFTER THE US DATE; AND (II) SELL THE R2 PRODUCT
OR VTAL WORKSTATION TO ANY R2 INSTALLED BASE SITES LOCATED OUTSIDE THE UNITED
STATES FOR A PERIOD OF SIX (6) MONTHS AFTER THE EUROPE DATE.
5.
MARKETING
5.1
VTAL RESPONSIBILITIES.
VTAL SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
PROMOTE AND MARKET THE R2 PRODUCT.
5.2
MATERIALS.
R2 WILL PROVIDE ASSISTANCE TO VTAL IN THE FORM OF REASONABLE
QUANTITIES OF PROMOTIONAL AND OTHER MARKETING MATERIALS IN ENGLISH AND SUCH
OTHER LANGUAGES AS MAY BE AVAILABLE FROM TIME TO TIME.
VTAL SHALL BE
RESPONSIBLE FOR SUCH OTHER TRANSLATION OF PROMOTIONAL MATERIALS AND OTHER
DOCUMENTS REQUIRED FOR USE OF R2 PRODUCT IN THE TERRITORY, AND IN THE EVENT OF
ANY SUCH TRANSLATIONS, VTAL SHALL CERTIFY TO R2 THAT ANY SUCH TRANSLATIONS HAVE
BEEN APPROPRIATELY VERIFIED, IF, AND ONLY TO THE EXTENT, SUCH VERIFICATION IS
REQUIRED BY A REGULATORY AGENCY IN THE COUNTRY FOR WHICH THE TRANSLATION WAS
MADE.
VTAL SHALL PROVIDE TO R2 FOR REVIEW AN EXAMPLE OF EACH ITEM OF
PROMOTIONAL, ADVERTISING AND EDUCATIONAL MATERIALS AND PROGRAMS AND OTHER
LITERATURE RELATING TO THE R2 PRODUCT THAT VTAL INTENDS TO USE TO MARKET,
PROMOTE AND SELL THE R2 PRODUCT AT LEAST THIRTY (30) DAYS PRIOR TO THE
COMMERCIAL RELEASE OF SUCH MATERIALS OR