EX-10.6 8 g75221ex10-6.txt DISTRIBUTION AGREEMENT EXHIBIT 10.6 DISTRIBUTION AGREEMENT FOR CPS PET PRODUCTS This DISTRIBUTION AGREEMENT is effective as of the 1st day of March, 2002 (the "Effective Date"), by and between CTI PET SYSTEMS, INC., a corporation organized and existing under the laws of the State of Tennessee (hereinafter "CPS"), and SIEMENS MEDICAL SOLUTIONS USA, INC., a corporation organized and existing under the laws of Delaware (hereinafter "DISTRIBUTOR"). RECITALS: CPS is engaged in the development, manufacture, assembly, selling, and licensing of hardware, software, systems and equipment, and parts and components thereof, used in the Positron Emission Tomography ("PET") business. Distributor is engaged in the development, manufacture, assembly, selling and licensing of hardware, software, systems and equipment, and parts and components thereof, used in the provision of healthcare services, individually and in conjunction with certain CPS products and is in the business of selling various types of medical equipment and desires to distribute, market and service such CPS products. CPS desires to have Distributor distribute, market and service certain of its products for use or application in the PET market. NOW, THEREFORE, in consideration of the terms and conditions contained herein, the parties mutually agree to be bound as follows: 1. DISTRIBUTION RIGHTS AND LICENSE. a. DISTRIBUTION RIGHTS. Subject to the terms and conditions of this Agreement, CPS hereby grants to Distributor, and Distributor hereby accepts, rights to distribute the CPS products, including any Software (as defined below) imbedded therein or otherwise distributed therewith and spare and replacement parts and accessories, described on EXHIBIT A attached hereto (the "Products") for use or application in the PET market to end-users and customers ("Customers") throughout the world (the "Territory"). b. LICENSE. Subject to all of the terms and conditions of this Agreement, CPS hereby grants to Distributor, and Distributor hereby accepts, a non-exclusive, nontransferable (except as transfer is permitted in Section 18(d) hereof), royalty-free (subject to payment of all fees set forth in this Agreement) license in the Territory, with the right to sublicense to Customers located within the Territory, in and to certain of the technology, know-how and intellectual property rights related to the Products (the "Technology") and to any and all software (including tool sets and object code), operation and service manuals and other documentation that are generally provided by CPS to its Customers and similarly-situated distributors ("Software") necessary to, and solely for the purpose of, marketing, selling, configuring, modifying, distributing, installing and servicing of the Products in accordance with this Agreement. Subject to the limitations set forth in this Agreement, this license shall permit Distributor to configure, to modify, to repair, to install, to service, to develop new applications and features and to maintain the Products as further described in this Agreement. c. REQUIREMENTS. Except for those entities listed on EXHIBIT B hereto which list shall be amended from time to time by the mutual agreement of the parties, Distributor is permitted to appoint any other person, firm, or entity as a sub-distributor or agent for the Products without the prior written consent of CPS. Distributor and any sub-distributors or agents of Distributor appointed pursuant to the terms of this Agreement shall be permitted to distribute the Products, including the sublicense of the Software, only pursuant to and in accordance with one or more written sales/license agreements entered into between the Customer and Distributor and having at a minimum the mandatory minimum terms and conditions as set forth in Distributor's standard customer sales agreement attached hereto as EXHIBIT C (hereinafter "Customer Sales Agreement"). Subject to the terms in the Customer Sales Agreement, the licenses granted to Customers may be perpetual and, if so, shall be deemed to survive any termination or expiration of this Agreement. Distributor acknowledges that certain of the Software has been or will be developed by CPS ("CPS Software") and certain of the Software has been or will be developed by CPS's suppliers and licensors ("Third Party Software"), and some of the software has been or will be developed by Distributor ("Distributor Software") and therefore, such Third Party Software may be subject to certain limitations set forth in the license agreements between CPS and its licensors and suppliers relating to Third Party Software (excluding the Distributor Software). CPS will identify to Distributor any such restrictions to the extent they differ from the terms in this Agreement, and Distributor agrees to comply with such restrictions. CPS hereby warrants that the restrictions relating to Third Party Software (excluding the Distributor Software) shall not limit Distributor's rights under this Agreement and, should Distributor's rights be limited in conflict with the purposes of this Agreement, CPS shall use commercially reasonable efforts to obtain all necessary rights from any such licensor and supplier, other than 2 the Distributor, for Distributor to permit Distributor to fully exercise its benefits and purposes under this Agreement. d. SYNGO(TM) LICENSE. Distributor acknowledges that syngo(TM) software ("syngo") is incorporated into the software system of certain Products and that CPS has entered into a License Agreement (the "Siemens License Agreement") with Siemens AG ("Siemens") pursuant to which CPS obtained the right to sublicense and distribute syngo(TM) to its distributors and end-users. Accordingly, CPS hereby grants to Distributor a non-exclusive, non-transferable license in the Territory to distribute and sublicense to its subdistributors and Customers syngo(TM) in object code format as an integrated part of the Products. Distributor shall also be entitled to receive such documentation regarding syngo(TM) as is provided by CPS to its other similarly situated distributors. Distributor's right to distribute and sublicense syngo(TM) and the documentation relating to syngo(TM) is subject to Distributor's compliance with the following obligations and restrictions: i. Distributor shall not be entitled to receive the source code for syngo(TM) and under no circumstances shall Distributor reverse-compile or reverse assemble syngo(TM); ii. Distributor shall not be permitted to modify the configurations files of syngo(TM) or to develop add-ons or extensions to syngo(TM) without the prior written approval of CPS; iii. Unless Distributor receives the prior written approval of CPS, all copies of syngo(TM) licensed by Distributor and all documentation provided therewith must contain those trademark and copyright notices in the format and location set forth on Exhibit J hereto (the "IP Notices") together with such additional IP notices as shall be added to Exhibit J from time to time in the sole discretion of CPS and such IP Notices must not be removed or altered; iv. Distributor shall, at Distributor's expense, reasonably assist CPS to investigate and terminate any alleged or actual misuse or misappropriation of syngo(TM), which assistance shall include, but shall not be limited to, providing all available information requested by CPS; v. Neither Distributor, nor its subdistributors or Customers shall at anytime have title to syngo(TM) ; vi. Distributor agrees to maintain all confidential information related to syngo(TM) or to Siemens in accordance with the confidentiality provisions set forth in Section 15 hereof; and 3 vii. Distributor shall enter into an agreement with its subdistributors and Customers requiring them to comply with the terms and conditions set forth in this Section 1(d) and with any other provisions of this Agreement that relate to Distributor's rights and obligations with respect to syngo(TM). e. NON-EXCLUSIVE ARRANGEMENT. Distributor acknowledges that this is a non-exclusive arrangement. Nothing contained herein shall prohibit CPS from distributing the Products itself, from authorizing others to distribute the Products, from using the Technology and the Software for its own purposes, or from licensing the Technology and Software to other parties. 2. PRODUCTS. a. ADDITIONAL PRODUCTS. The Products covered by this Agreement are those listed on EXHIBIT A, as well as those Products that shall be added to EXHIBIT A from time to time in the sole discretion of CPS. Notwithstanding the foregoing, CPS agrees that Distributor shall have access to new Products developed by CPS on the same terms and conditions that CPS grants distribution rights to CTI throughout the term of this Agreement. In the event CPS proposes to implement a product differentiation approach to new Product development, CPS shall either (i) make those Products available to CTI available to Distributor on the same terms and conditions; or (ii) work with both Distributor and CTI to develop mutually acceptable unique lines of Products. EXHIBIT A shall include all relevant technical and performance specifications for all Products listed. b. UPGRADES AND UPDATES. CPS shall provide to Distributor at no additional cost any and all updates to the CPS Software developed to correct or work around software design errors. CPS shall also provide Distributor all updates received by CPS from the developer of any Third Party Software, excluding the Distributor Software, developed to correct or work around design errors impacting CPS's Products. All new Software developed by CPS and all upgrades (which for purposes of this Agreement, shall mean a change in the initial functionality of such Software) to the CPS Software or Third Party Software, excluding the Distributor Software, shall be licensed to Distributor at the price established by CPS, which shall not exceed the prices paid for such upgrades by CPS's other distributors based on comparable volumes. The licenses granted to Distributor under this Agreement shall apply to any and all such upgrades or updates. c. PRODUCT DISCONTINUANCE. If, during the Term of this Agreement, CPS intends to discontinue the production of any of the Products, or to withdraw any of the Products from distribution under this Agreement, CPS shall notify Distributor as soon as reasonably practicable, but in no event less than one hundred and eighty (180) days prior to discontinuing the Product; provided, however, such 180 day notice period shall not apply if the discontinuance is due to (i) the discontinuance by a CPS supplier of any essential component used in the manufacture of the Product; (ii) the inability of CPS to obtain any essential raw materials on commercially reasonable terms, or (iii) any other circumstances that are outside the reasonable control of CPS. 4 Upon receiving notice of a discontinuance, Distributor and CPS shall negotiate in good faith a reasonable arrangement for the purchase of additional Product units, continuation of spare parts supply and other matters related to the cessation of Product sales under this Agreement. If CPS elects to discontinue any of the ECAT HR+, the ECAT ART, the ECAT EXACT, the ECAT ACCEL, the ECAT EMERGE, the PET/CT or their replacements or any other Products mutually agreed to in writing by the parties following the effective date (the "Primary Products") without providing a suitable substitute with, similar cost and substantially similar or improved functionality, Distributor may, in its sole discretion, terminate this Agreement. d. DEVELOPMENT OF ADDITIONAL PRODUCTS. If during the term of this Agreement, the parties determine that they wish to develop certain additional components, products, configurations, scanners, technologies, options or other intellectual property which is to be used in the manufacture or assembly of the Products, then the parties agree to negotiate in good faith the terms of a co-development agreement ("Co-Development Agreement"), with the understanding that such Co-Development Agreement will establish the ownership of rights in and to the co-developed products, including without limitation, any components, parts, software, hardware or intellectual property relating thereto, and the terms of such Co-Development Agreement will not be restricted or amended by the terms contained herein. e. ALPHA AND BETA TESTING. In connection with the development of the worldwide market for the Products, the parties understand and agree that certain sites should be designated as Alpha Testing Sites or Beta Testing Sites. For the purposes of this Agreement, an Alpha Testing Site will be used for research only purposes, and generally relate to Products which are not yet approved for commercialization. The choice of the Alpha Testing Site will be the responsibility of CPS, with the understanding that the input of the Distributor may be sought, should CPS so decide. For the purposes of this Agreement, Beta Testing Sites will be used to obtain clinical feedback on Products after 510(k) clearance or other commercialization approvals have been attained. The parties agree that Beta Testing Sites may be used for product evaluation purposes and that commercially available Products may be used by a Beta Testing Site on patients, all in accordance with mutually agreed standards and terms and in accordance with applicable laws and regulations. In addition to the Alpha Testing Site, CPS shall determine the total number of available Beta Testing Sites and shall determine the location of the first Beta Testing Sit. Additional Beta Testing Sites shall be determined by each of CPS's respective distributors based on their proportional contribution to CPS's overall sales volume. For the fiscal year ending September 30, 2002, 5 Siemens Medical Systems, Inc., and CPS will mutually select 75% of the Beta Testing Sites and CPS's and its other distributors,, will mutually select 25% of the Beta Testing Sites. In each fiscal year following September 30, 2002, the number of Beta Testing Sites selected by each of CPS's distributors will be based on each distributor's respective share of shipments for the prior fiscal year. In cases where a joint decision on a Beta Testing Site is deadlocked, the fifth member of the Board of Directors of CPS, who is not designated by CTI or Distributor, shall break the deadlock by selecting the location of the Beta Testing Site. The Beta Testing Site selected by the fifth director must be one of the Beta Testing Sites proposed by either Distributor or CPS. 3. TERRITORY. The Territory for sales of Products by Distributor, itself or through subdistributors or agents, shall be worldwide. 4. SALES RESPONSIBILITIES. Distributor will be responsible for Product sales to customers in the Territory. Pursuant to its appointment by CPS as a distributor for the Products, Distributor shall use commercially reasonable efforts to: a. Develop the market for, and promote the sale of, the Products including marketing, distribution, installation and service of the Products ; b. Maintain a marketing, sales and service organization in the Territory properly trained to support the distribution of the Products and to provide proper installation and servicing thereof according to training provided by CPS; c. Issue to CPS on or before the first day of each month a rolling twelve (12) month non-binding forecast with non-binding anticipated delivery dates in a form substantially similar to EXHIBIT E hereto which format may be amended from time to time by the mutual agreement of the Parties. 5. TERMS AND CONDITIONS OF SALES. a. PRICING. List prices of Products (excluding spare and replacement parts which are set forth on EXHIBIT H) are as set forth on EXHIBIT A (the "List Prices"). The List Prices set forth on EXHIBIT A may be changed by CPS in its sole discretion from time to time, but in no event more frequently than once every * . Any change in the List Prices shall not impact the price set forth in a firm purchase order accepted by CPS prior to the price change. Distributor acknowledges that the manufacturing cycle for the Products may be as long as two hundred and forty (240) days. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 6 For CPS's own business purposes, the manufacturing cycle may be accelerated ("CPS Accelerated Product") or the number of Products as work in progress may exceed the number of firm purchase orders then active with CPS from all distributors ("CPS Excess Product"). Should Distributor request delivery of any Product in less than 240 days, Distributor may contact CPS regarding the availability of such CPS Accelerated or Excess Products. CPS shall inform Distributor as to the availability and anticipated delivery date for such Products. If available, Distributor shall have a one time right for each prospective purchase requiring a delivery date of less than one hundred and eighty (180) days to require CPS to reserve a CPS Accelerated or Excess Product for Distributor for fifteen (15) days *. If Distributor does not provide a proper purchase order for such unit within the fifteen (15) day period, the Product reservation shall expire. Should no CPS Accelerated or Excess Products be available from CPS and Distributor requests accelerated delivery of a Product, Distributor agrees to pay additional costs associated with the acceleration of the manufacturing cycle, which costs shall be mutually agreed upon by the parties in the applicable purchase order. b. TRANSFER PRICES. The transfer price percentages for Products purchased by Distributor from CPS are set forth on EXHIBIT D hereto. The actual transfer price to be paid by Distributor for the Products (the "Transfer Price") shall equal the List Price times the transfer price percentage minus the Warranty Discount (as defined in Section 7). The initial measurement term for shipments and transfer price percentages under this Agreement shall be twelve (12) months, commencing as of October 1, 2001 and terminating as of September 30, 2002. Shipments that are priced under the Distribution Rights Agreement, dated June 30, 1997, between CPS and Distributor (the "OEM Agreement") and which are related to sales orders received by CPS after October 1, 2001, shall be included in the shipments made between October 1, 2001 and September 30, 2002 for purposes of determining the transfer price percentages. (i) The remaining measurement terms for the life of this Agreement shall be the twelve (12) month periods commencing October 1 and terminating September 30 thereafter. If the term of the Agreement extends beyond any September 30, the parties may agree to extend the final measurement period or pro-rate requirements for such period. (ii) Distributor's initial transfer pricing percentages will be based on the initial twelve (12) month booking forecast provided by Distributor pursuant to Section 4(c) hereof, with the understanding that shipments during the period commencing as of the Effective Date of this Agreement and ending September 30, 2002, * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 7 will be pro-rated and/or adjusted in order to conform with actual shipments, if needed. (iii) In the remaining measurement periods, transfer price percentage levels will be set based on the actual number of units shipped in the prior measurement period, subject to reconciliation and adjustment at the end of such measurement period. (iv) Units shipped, not units purchased, shall be the number used to determine the number of units "sold" for the purposes of determining transfer price percentage levels; provided, that if CPS fails, through no fault of the Distributor, to ship a unit on the shipment date set forth in a purchase order accepted by CPS, the unit that is the subject of the purchase order shall be deemed to be shipped on the shipment date set forth in the purchase order for purposes of calculating the units "sold". Transfer price percentages are based upon the actual number of units shipped in the previous measurement period. Accordingly, if actual units shipped in the relevant discount period would result in Distributor receiving a higher discount then the higher discount shall be retroactively applied to the units shipped during the relevant discount period and the Distributor shall receive a refund for all payments made in excess of the highest achieved discount. For example, if Distributor is receiving a discount based on the 51-100 level then upon receipt of payment in connection with the sale of the 101st unit, an additional *% per unit for the first 100 units shall be refunded to Distributor at the end of the current discount period. If the actual units shipped during the relevant discount period would result in Distributor receiving a lower discount, then the lower discount would be retroactively applied to the units shipped during the relevant discount period and CPS shall receive an additional payment from Distributor in the amount of the underpayments made as a result of applying the higher discount. For example, if Distributor is receiving a discount based on the 51-100 level and in the relevant discount period Distributor only sells 40 units, then Distributor shall pay CPS an additional * % for the first 40 units purchased by Distributor. All adjustments payable to CPS or Distributor, as applicable, shall be paid within ten (10) working days from the end of the defined discount period, and in any event, no later than October 15th of any given calendar year. The transfer price percentages set forth on EXHIBIT D are based on Distributor providing the installation and one-year warranty service referenced in Section 8(a). If Distributor contracts with CPS for CPS to provide such installation and one year warranty service, Distributor shall pay CPS the amounts set forth on EXHIBIT G hereto in accordance with the payment terms set forth in Section 8(a) hereof. The prices for the installation and warranty service set forth on EXHIBIT G are exclusive of any * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 8 discounts or allowances and may be changed from time to time by CPS in its sole discretion, but no more than *. c. TRANSFER PRICING ADJUSTMENTS. CPS and Distributor will review market conditions on a semi-annual basis to determine whether transfer pricing is representative and competitive with market conditions; provided, that the first semi-annual review will occur not later than April 1, 2002. CPS will make appropriate adjustments to transfer pricing if required to meet market conditions, and adjust pricing retroactive to March 1, 2002. Adjustments will be based upon reports from industry analysts (e.g., Frost and Sullivan). This analysis will be based on the United States market only for CPS PET systems of similar configuration and comparable performance. Any such adjustments will be effective thirty (30) days after each semi-annual review. Distributor shall have sole authority to establish its own pricing for Products without regard to any adjustment, assessment or analysis referred to herein. d. PAYMENT TERMS. Payment terms for orders received by CPS from Distributor will be * percent (*%) upon acceptance of the purchase order by CPS and receipt of an invoice by Distributor, * percent (* %) upon shipment from the factory and receipt of an invoice by Distributor (net 30 days), and the balance sixty (60) days after shipment and receipt of an invoice by Distributor (net 30 days). e. LATE PAYMENT CHARGES. If Distributor fails to make timely payment, then in addition to any other right that CPS may have, Distributor shall pay to CPS a late payment charge of * % per month on the amount outstanding. The late payment charge shall be calculated from the date that the unpaid charges become due and shall be compounded monthly for the period the charges remain unpaid. The parties agree that if non-payment of any amount due by Distributor to CPS is a result of non-payment by Distributor's Customer due to the (a) failure of the Products to meet specifications; (b) non-acceptance of the Products due to defects in workmanship or materials unless such defects are due to the actions of Distributor or its agents or sub-distributors; or (c) failure of CPS to provide all components or parts of Products, then Distributor shall not be liable for any late payment charges until such time as CPS has corrected the Product defects or failures or delivered the missing components or parts, and such corrected Product has been accepted by Distributor's Customer. f. MINIMUM PURCHASES. Distributor agrees to take delivery of at least ten (10) Primary Products during each one-year term of this Agreement. In the event that shipments from CPS to Distributor fall below * Primary Products in the aggregate in any one year term, then CPS shall * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 9 have the right, in its sole discretion, to terminate this Agreement for cause, as provided in SECTION 16 hereof without the necessity of giving the ninety (90) days from notice cure period provided for in SECTION 16(d). During any year following the second anniversary of the Effective Date, CPS shall have the right to remove any Primary Product from the list of Products distributed by Distributor if Distributor fails to take delivery of * or more of any such Primary Product during any one year term of this Agreement. Termination of this Agreement is CPS's sole and exclusive remedy for Distributor's failure to order the minimum number of units required by this paragraph. Notwithstanding CPS's rights under this paragraph , in the event CPS terminates this Agreement or removes a Product from the list of Products authorized to be distributed by Distributor, CPS shall be obligated to satisfy its obligations under any purchase order approved by CPS prior to the date of termination of this Agreement or such removal of a Product. Notwithstanding the foregoing, if during the initial twelve (12) month term of this Agreement Distributor fails to accept delivery of at least * ECAT ART units, Distributor shall have the right to remove the ECAT Art from the list of Products made available to Distributor for distribution. g. SHIPPING TERMS AND PACKAGING. Sales shall be f.o.b. point of shipment at CPS's manufacturing facility. CPS shall be responsible at its expense for the proper packaging of the Products for safe shipment and Distributor shall pay freight charges from the point of shipment to the point of delivery. Attached hereto as EXHIBIT F, and incorporated herein by reference, are the requirements for packaging and labeling data as established by Distributor and/or Distributor's parent, and CPS shall incorporate such requirements into any packaging or labeling provided by CPS. Title and risk of loss shall pass to Distributor as soon as the goods have been placed on board the carrier at the point of shipment. Distributor assumes responsibility for effecting the export of the Products including obtaining any required export licenses, for proper use of the export licenses and for due performance for all terms and conditions of such export licenses. CPS will provide all necessary paperwork under its control for such export licenses and administration. h. NON-REFUNDABLE SALES. Excluding warranty returns, no orders allowing cancellation rights or right of return will be accepted unless Distributor and CPS have agreed in writing to accept the risk prior to accepting the order. Returns and cancellations for warranty reasons are expressly permitted without such additional written agreement. i. TAXES. It is understood that, as of the day of this Agreement, the Parties believe that there are no sales or other similar taxes applicable to the sale of Products by CPS to Distributor. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 10 Accordingly, the list prices set for on EXHIBIT A are exclusive of any applicable sales or other taxes. In the event any governmental entity imposes any tax on the sale of Products to Distributor, Distributor shall pay the amount of such tax directly to such governmental entity or, if required by law, remit pay the amount of the applicable taxes to CPS upon receipt of the Products and CPS shall pay the tax directly to the appropriate governmental entity. j. EXCLUSIVE TERMS AND CONDITIONS. It is understood and agreed by the parties that all purchase orders issued by Distributor and all quotations and order acceptance or acknowledgements issued by CPS shall be subject to the terms and conditions of this Agreement exclusively. Neither the standard terms and conditions of Distributor's purchase orders or the standard terms and conditions of CPS's quotations, acceptance or acknowledgments shall have effect. k. COMPARABLE PRICING. CPS represents and warrants that the net Transfer Prices for the Products as established by Section 5(b) shall not exceed the net Transfer Prices provided by CPS to any other distributor of its Products based upon comparable volumes. l. TRANSITION PERIOD. All sales of Products that are made to Customers or subdistributors of Distributor based on or arising out of an unexpired quote that was initially issued on or before September 30, 2001 or a quote where a Customer submitted a purchase order prior to September 30, 2001 shall be priced under the terms of the OEM Agreement. All sales of Products made to Customers or subdistributors of Distributor based on or arising out of quotes initially issued after September 30, 2001 shall be sold and distributed pursuant to the terms of this Agreement. 6. SHIPMENT, DELIVERY AND ACCEPTANCE. a. PRODUCT TESTING. CPS shall test each Product prior to shipment to determine that it functions properly and meets the technical and performance specifications set forth on EXHIBIT A hereto (the "Certification Test"). In the event CPS makes any material change to the specifications set forth on EXHIBIT A which materially impacts the form, fit or function of the Products, CPS shall provide Distributor one hundred and eighty (180) days notice prior to implementing the change; provided however, such 180 day notice period shall not apply if the change in specifications is due to (i) the discontinuance by a CPS supplier of any essential component used in the manufacture of the Product; (ii) the inability of CPS to obtain any essential raw materials on commercially reasonable terms, or (iii) any other circumstances that are outside the reasonable control of CPS. A copy of the Certification Test report shall be included with the set of installation, operation and service manuals shipped with the Products. CPS grants Distributor 11 the right to observe CPS's Certification Test, but Distributors failure to do so does not relieve in any way CPS of its obligation to perform such Certification Test. All Certification Tests and documentation methodology shall conform to current Quality System Regulation ("QSR") standards. b. TESTING RESULTS. CPS shall notify Distributor in writing of completion of each CPS's Certification Test performed per the terms of paragraph 6(a), including noncompliance with all relevant details. If Product fails any part of CPS's Certification Test, Distributor reserves the option, in its sole discretion, to accept the deviation by written notification to CPS or to have the Product replaced. CPS may not ship any Product that has failed in whole or in part CPS's Certification test unless authorized by Distributor in a written notification to CPS. Notwithstanding deviations approved by Distributor in writing, Distributor's Authorization for Shipment of such Product does not constitute final Product acceptance which shall take place at the Installation Site and upon commissioning. Distributor does not waive any rights whatsoever upon accepting any deviation under this Section 6(b). c. DELIVERY DATES. The delivery date for each Product shipment shall be established in a binding purchase order between CPS and Distributor. CPS shall have the right in its sole discretion to accept or reject any requested delivery date of less than two hundred and forty (240) days. If requested by Distributor, CPS shall provide to Distributor non-binding anticipated lead times for the delivery of Products. These anticipated lead times shall be used by Distributor as a guide only. d. LIQUIDATED DAMAGES FOR DELAY IN DELIVERY. CPS acknowledges that its failure to deliver any Product according to the shipment date specified in the applicable purchase order will result in expense and damage to Distributor. CPS shall use all reasonable efforts to deliver the Products on schedule. CPS shall inform Distributor as soon as reasonably practicable of any anticipated delay in the delivery schedule and of the actions being taken to assure completion or delivery of within a time period acceptable to Distributor. The parties acknowledge and agree that damages to Distributor for delay in delivery according to with the shipment date and under this Agreement would be difficult to ascertain or estimate. After a 30 day grace period, CPS shall pay, for each delayed Product, liquidated damages to Distributor in the amount of one and one half percent (1.5%) of Distributor's net Transfer Price each additional month after the missed shipment date until the delayed Product is delivered according to Distributor's instruction; provided that, liquidated damages shall not exceed five (5%) of Distributor's net Transfer Price. The parties agree that (i) such amounts are a reasonable estimate of the damages that Distributor 12 would sustain for any such delay in delivery, and (ii) such amounts are not a penalty. If CPS has not delivered the Product within ninety days (90) after the shipment date agreed upon in the applicable purchase order, then Distributor may terminate the purchase order without penalty. Notwithstanding the foregoing, none of the remedies in this Section 6(d) shall apply in the event CPS is unable to deliver a Product on the required delivery date as a result of a Force Majeure Event, as that term is defined in Section 18(a). e. LIQUIDATED DAMAGES FOR DELAY IN ACCEPTANCE. Distributor acknowledges that its failure to accept h delivery of a Product will result in expense and damage to CPS. Accordingly, Distributor must notify CPS thirty (30) days in advance if Distributor will be unable to accept the Product on the shipment date set forth in the purchase order. Upon receipt of notice, CPS shall use its reasonable efforts to find another buyer for the Products. If CPS is unable to find another buyer for the Products within sixty (60) days following the scheduled delivery date, Distributor will be required to accept delivery of and pay for the Products in accordance with the payment terms set forth in Section 5. If Distributor fails to provide thirty (30) days prior notice of its inability to accept shipment of a Product on the shipment date set forth in the applicable purchase order, Distributor will be required to accept delivery of and pay for the Products on the shipment date set forth in the applicable purchase order. Notwithstanding the foregoing, none of the remedies, including any remedy which may be imposed should Distributor fail to provide thirty (30) days prior notice of its inability to accept delivery of a product, in this Section 6(e) shall apply in the event Distributor is unable to accept delivery of a Product on the required delivery date as a result of a Force Majeure Event impacting Distributor, as that term is defined in Section 18(a). 7. WARRANTY. a. HARDWARE. (i) Except as provided in Section 7(a)(ii), Section 7(a)(iii) and Section 8 hereof, Distributor shall be responsible for the cost of replacement parts, replacement components, consumables and service labor for the Products. In order to assist Distributor with the cost of these items, Distributor will receive a one time warranty discount on the purchase of the Products in the following amounts (the "Warranty Discount"):
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 13 On the each anniversary of the Effective Date, CPS and Distributor shall review the actual costs for warranty parts for the Products during the preceding year and based on such review CPS, in its sole discretion, may increase or decrease the Warranty Discount for the sales of future Products. In addition, when a new Product is added to EXHIBIT A CPS, in its sole discretion, shall set an appropriate Warranty Discount for such new Product. Notwithstanding the foregoing, if Distributor elects to have CPS provide the installation and warranty service provided for in Section 8(a) with respect to a Product, Distributor shall not receive a Warranty Discount on the purchase of such Product. (ii) Notwithstanding anything to the contrary set forth in this Agreement, CPS makes no warranty with respect to the computer tomograph (the "CT") incorporated into the PET/CT. The only warranty with respect to the CT is the warranty provided by Siemens A.G. in that certain Business Partner Agreement, dated March 20, 2002, between Siemens A.G. and CPS (the "Business Partner Agreement"). Distributor or its Customers shall be solely responsible for obtaining warranty services on the CT from Siemens A.G. (iii) If a Product suffers a Functionality Error (as defined below) during a period equal to (i) the earlier of twelve (12) months from the date of acceptance by Distributor's customer or eighteen (18) months from the date of shipment from CPS to Distributor, with respect to the Products other than the repair and replacement parts (the "Warranty Term"), then CPS, at its sole cost and expense, will either repair or replace such Product. For purposes of this Agreement, a Functionality Error means an error or defect that substantially impairs the use, value or safety of a Product and which error or defect is unable to be remedied by Distributor through ordinary and routine service or maintenance procedures. (iv) For purposes of establishing the Warranty Term, Distributor shall be obligated to provide CPS with written notice within ten (10) days following the acceptance of a Product by Distributor's customers. (v) Distributor shall grant CPS such adequate time as Distributor and CPS deem reasonable to remedy any Functionality Error; provided, however, that in determining such "reasonable" period of time, CPS agrees to use its commercially reasonable efforts to comply with Distributor's request. 14 (vi) If the adequate time period described in subsection 7a(v) above has expired, and the Functionality Error has not been remedied, Distributor shall have the right to claim from CPS an appropriate and reasonable reduction of the Transfer Price paid for such Product. (vii) Liability for Functionality Errors does not include failures caused by normal wear and tear, nor damage arising after transfer of risk due to faulty or negligent handling, excessive strain, unsuitable methods of operation, improper storage, service provided by Distributor and any other inappropriate or negligent care, to the extent such excluded actions are the proximate cause of the Functionality Error. (viii) CPS's total liability shall be limited to the level described in subsection 7a(iii) above. In order to minimize any damage to the Product, Distributor will (A) comply with CPS's written instructions in respect of permitted combinations of Products, components or parts, with any other products manufactured, sold or utilized by Distributor, particularly in regard to any safety issues which may arise therefrom, (B) not authorize the combination of Products with any other products which are not included within the instructions of permitted products provided by CPS, (C) obtain replacement, spare or inventory parts for the Products either from CPS directly or from sources authorized by CPS. CPS shall not be liable for the results of inexpert or unauthorized alterations, modifications, or repairs carried out on the Product by any "unauthorized personnel." For purposes of the preceding sentence, "unauthorized personnel" means any person other than a CPS certified employee, an employee of Distributor trained by a certified CPS employee or a person trained through a Distributor training program that has been certified by CPS. Until such time as a certified training program has been established by CPS, personnel trained in a program organized by Distributor and which is taught by a CPS certified employee or a person trained by a CPS certified employee shall be considered a training program certified by CPS. (ix) CPS shall not be liable to Distributor for any claims other than those expressly stated herein, and in particular shall not be liable for any consequential damages. Except for the exclusion on consequential damages which shall apply in all instances, the exclusions set forth in the previous sentence shall not apply in cases of personal injury or property damage arising as a result of defect or non-conformity of the Product. 15 b. SOFTWARE. (i) CPS hereby warrants that it has the right to grant licenses of the Software required for the sale, distribution and use of the Products. CPS also warrants that during the Warranty Term, all the CPS Software shall, using commercially reasonable efforts to follow industry standard practices: (i) be free from defects in design/workmanship; (ii) be reasonably error free and (ii) conform to the written specifications provided with the Software delivered to Distributor. With respect to Software that is provided by CPS to Distributor independently from the Products for use with or in connection with the Products, such Software will be warranted for a period of twelve (12) months from the delivery of such Software in connection with the sale of Products. In the event that during the Warranty Term, a defect or bug is detected in such Software provided by CPS, CPS will use its best efforts to correct same and shall provide, free of charge, revised, repaired or replacement Software to Distributor. CPS and Distributor acknowledge the requirement for ongoing maintenance and support for the CPS Software is an integral part of this Agreement. CPS makes no warranty with respect to Third Party Software, and Distributors' sole warranty therefor, if any, is the original warranty provided by the developer of such Third Party Software, which CPS agrees to pass on to Distributor. To the extent applicable to this Agreement, the software licensed by Distributor to CPS shall be governed by the term of a separate license agreement. (ii) CPS expressly warrants that to its knowledge no portion of the CPS Software contains or will contain any protection features designed to prevent its use. This includes, without limitation, any computer virus, worm, software lock, drop dead device, trojan-horse routine, trap door, time bomb or any other codes or instructions that may be used to access, modify, delete, damage or disable the software on the products, workstations or computer systems or those of Distributor's customers. c. DOCUMENTATION. If documentation or other information provided by CPS pursuant to the terms of this Agreement are incorrect or incomplete, CPS shall correct or make complete such documentation or information, and shall provide Distributor, free of charge, with the necessary copies of the corrected or completed versions of such documentation or information for distribution by Distributor to its customers. If Distributor discovers that any documentation or information provided by it is incorrect or incomplete, Distributor shall remedy such situation, at Distributor's cost. d. CUSTOMER WARRANTIES. Distributor shall be solely responsible for any representations or warranty made by Distributor to any of its customers that conflict with the provisions of this Agreement, including, without limitation, the disclaimers of warranty set forth in Section 7(e). 16 e. DISCLAIMER. CPS makes no warranty with respect to the Products other than the ones set forth in this Section 7 OR THAT WHICH MAY BE PROVIDED IN A SEPARATE WARRANTY COVERING THE APPLICABLE PRODUCT. The Warranty provided in this Section 7 OR THAT WHICH MAY BE PROVIDED IN A SEPARATE WARRANTY COVERING THE APPLICABLE PRODUCT is in lieu of all other warranties, express or implied, including but not limited to any express or implied warranties of merchantability or fitness for a particular purpose, and constitutes the only warranty made with respect to the Products. f. LIMITATIONS. The warranty provided in this Section 7 shall be void for any Product, which is misused, abused, neglected, tampered with, damaged by accident, fire, or other peril or serviced by unauthorized personnel. For purposes of this Section 7(f), "unauthorized personnel" shall mean persons other than a CPS certified employee, an employee of Distributor trained by a certified CPS employee or a person trained through a Distributor training program that has been certified by CPS. If a Product is repackaged by Distributor or any of its agents (other than CPS) and the Product is damaged in transit as a result of such repackaging, the warranty in this Section 7 shall be void. If a Product is used with calibration sources that are not approved by CPS and which do not meet the specifications set forth on EXHIBIT I, the warranty provided in this Section 7 shall be void. 8. INSTALLATION, SERVICE AND TRAINING. a. EXTENDED SERVICE OPTION. Distributor shall have the option of contracting with CPS for CPS to provide installation and one-year warranty service. If Distributor desires that CPS provides such installation and one-year warranty service to Distributor's customers in CPS's existing service coverage area, which shall be established from time to time by CPS, Distributor shall pay CPS the amounts set forth on EXHIBIT G hereto, which are exclusive of and will not be reduced by any discounts or allowances. The service warranty amounts set forth on EXHIBIT G shall be paid by Distributor fifteen (15) days following the date the applicable Product is delivered to Distributor; provided, that if Distributor does not contract with CPS to provide the installation and warranty service until after the applicable Product is delivered, Distributor shall pay CPS the service warranty amounts set forth on EXHIBIT G fifteen (15) days following the execution of an agreement by CPS to provide the installation and warranty service. The payments for installation services shall be made fifteen (15) days following the date the installation services 17 are completed. The scope and specifications of the installation and one year warranty labor, which CPS would provide to Distributor, are set forth on EXHIBIT G hereto. If Distributor elects to purchase the installation and one year warranty service provided for in this paragraph, then Distributor shall not receive a Warranty Discount on the purchase of such Product. b. SPARE AND REPLACEMENT PARTS. CPS shall, based on its experience, provide Distributor with a recommended list of spare and replacement parts, such parts to be listed in EXHIBIT H. For a period of ten (10) years from the date of the last delivery of Products under this Agreement, CPS shall make available a source of supply of spare and replacement parts and accessories (excluding items consumed through normal daily use such as magnetic media) to permit repair and maintenance of the Products sold by Distributor. CPS shall fill Distributor's orders for spare and replacement parts and shall ship the same to Distributor within the later of thirty (30) days of receiving Distributor's order or the noted lead time on EXHIBIT H. In the event Distributor specifies that any order, or any part thereof, is a "rush" order, CPS shall exercise its commercially reasonable efforts to fill such order within 24 hours of receiving the same. CPS service personnel shall be available to assist Distributor in the field at Distributor's customer's facility at CPS's usual and customary charge which shall be established from time to time by CPS in its sole discretion. The actual spare parts list for CPS is shown as EXHIBIT H to this Agreement. The List Prices for the spare parts which are set forth on EXHIBIT H may be changed by CPS, either up or down, in its sole discretion, but no more frequently than once every *. The Transfer Price for spare parts shall be the List Price for such spare parts on the date it is ordered times * -percent ( * %). The * percent ( * %) transfer price discount on spare parts may be adjusted by CPS in accordance with Section 5(c) hereof. Also, included in EXHIBIT H is a list of repairable parts that CPS is willing to buy back from Distributor, at the prices set forth on such EXHIBIT H. Payment terms for spare parts and repairable parts are net thirty (30) days with shipment. c. INSTALLATION TRAINING. CPS shall train Distributor's technicians at CPS's location in the installation and servicing of the Products. CPS shall provide training for nine (9) of Distributor's technicians at no charge for existing, new or substantially modified Products. Any installation and servicing training beyond that shall be paid for by Distributor at the then prevailing rate charged by CPS for similar training, plus CPS's reasonable travel and related expenses. CPS agrees to provide, all necessary technical documentation, software, know-how, installation tools or other information necessary to enable Distributor to install, service and maintain the Products. The cost for such additional installation and services shall be established by CPS in its sole discretion from time to time. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 18 d. TECHNICAL SUPPORT. In the event Distributor is unable to resolve Product performance issues by using the internal resources of Distributor, CPS will accept and respond to technical support calls from Distributor, to the extent same are related to the resolution of Product performance issues. Response time and/or call back time from CPS to Distributor shall not exceed four (4) hours from the time the call for assistance is received, provided such call is received prior to the close of CPS' technical support department; if the call is received after the close of business of CPS' technical support department, the call shall be returned within two (2) hours of the commencement of the next regular business day. For the purposes of this Agreement, CPS's normal business hours are defined as Monday through Friday, 8 A.M. to 5 P.M eastern time. There shall be no charge by CPS to Distributor for telephone assistance. In the event telephone response is not successful, CPS will send a representative to the customer site where the Product is located to resolve the performance issue. Response time for on-site assistance shall not exceed seven (7) calendar days per incident. CPS shall charge its then prevailing rates for providing on site services. A copy of CPS's current prevailing service rates, which may be increased by CPS in its sole discretion, are set forth on EXHIBIT G hereto. e. APPLICATIONS TRAINING. Distributor shall provide applications training to end users for all the customer sites during installation. CPS will provide the necessary training, free of charge (except Distributor will be responsible for its employees travel and related expenses), at CPS's location for four of Distributor's applications specialists to enable Distributor to comply with this responsibility. CPS agrees to provide, all necessary technical documentation, software, know-how or other information necessary to enable Distributor to train its application specialists. CPS shall provide additional update training at no cost for four of Distributor's Applications Specialists for major Product changes or new product applications (except Distributor will be responsible for its employees travel and related expenses). Except as set forth above, all additional applications training for Distributor's applications specialists shall be paid for by Distributor at CPS's then prevailing rate, plus reasonable travel and related expenses incurred by CPS's employees. f. APPLICATION SUPPORT. In the event Distributor is unable to resolve Product performance issues through its own resources, CPS will accept Applications Support calls from Distributor, with the goal of resolving any Product performance issue. Response time or call back time from CPS shall not exceed four (4) hours from Distributor's call to CPS requesting assistance, provided such call is received prior to the close of CPS's technical support department; if the call is received after the close of business of CPS's technical support department, the call shall be 19 returned within two (2) of the commencement of the next regular business day. For the purposes of this Agreement, CPS' normal business hours shall be defined as Monday through Friday, 8 A.M. to 5 P.M eastern time. There shall be no charge by CPS to Distributor for telephone assistance. In the event telephone assistance is not adequate to resolve the Product performance issues, CPS will arrange to have a representative travel to the customer's site to resolve the performance issue. Response time by CPS for on-site assistance will not exceed seven (7) calendar days per incident. CPS will charge its then prevailing rates for providing on site services. CPS's current prevailing service rates, which may me increased by CPS in its sole discretion, are set forth on EXHIBIT G hereto. g. TECHNICAL AND SALES LITERATURE. CPS shall provide Distributor, * , in the English, Spanish and German languages, quantities not to exceed 200 of each per calendar year, of CPS designed and labeled technical sales literature, catalogs, and brochures in hard copy format and CD's containing the electronic file of each document which Distributor will utilize for the purposes of developing its own commercial custom marketing and sales materials. Distributor is authorized to have such materials translated into other languages at its expense and to include Distributor's trademarks, trade dress and other attributable intellectual property notices; provided, however, that the overall quality and design of such material shall be generally consistent with the design and quality of the original English version and Distributor will indemnify CPS for losses resulting from any inaccurate translation of such materials. Distributor agrees to affix CPS's copyright notice on each such translation and production costs for such translations shall be borne by Distributor. CPS hereby grants Distributor the right to copy, modify, display and distribute all such materials for purposes of supporting Distributors marketing and sales efforts. All brochures, technical sales literature or other written work created or used by Distributor in connection with the sale or distribution of the Products must contain the following reference to CPS as the manufacturer of the Products: "The PET products described herein are developed and manufactured by CPS Innovations, a market leader in PET products, systems and solutions. CPS is headquartered in Knoxville, Tennessee and is a joint venture between Siemens Medical Solutions USA, Inc. and CTI, Inc." Any change to such reference to CPS must be pre-approved by the President or Chief Financial Officer of CPS. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 20 h. PRESS RELEASES, ADVERTISEMENTS AND TRADE SHOW PANELS. Distributor agrees to include a reference to CPS as the developer and manufacturer of the Products in any press release, advertisement, trade show panel or other marketing material that it creates or uses in connection with any promotions, marketing or public dissemination of information related to the Products or the clinical outcomes or medical advances attributed to the Products. Any such press release or advertisement will also include the description of CPS referenced in paragraph (g) above. Distributor agrees that any change to such reference must be pre-approved by the President or Chief Financial Officer of CPS. i. MODEL UNITS. CPS agrees to provide Distributor one fully operative ECAT demonstration unit for training, reference, research, development, demonstration and other purposes at a price equal to * percent ( * %) of the List Price for such unit. Should new generations of existing Products or additional Products be added to this Agreement, then Distributor shall have the right to request an additional model unit from the new generation of existing Products or from the additional Products under the same terms and conditions set forth in this subsection (h). * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 21 9. GOVERNMENT REGULATIONS, PRODUCT COMPLAINTS, RECALLS. a. COMPLIANCE WITH LAWS. CPS shall comply with all laws and regulations of all applicable jurisdictions relating to the manufacture of the Products. The responsibilities of CPS shall include, but shall not be limited to, compliance with U. S. Food and Drug Administration ("FDA") regulations and, as appropriate, the European Medical Device Directive ("EMDD"), together referred to as the "Regulations." Distributor shall comply with the Regulations that relate to its marketing, distribution, sale and service of the Products including, without limitation, all import and export laws. In addition, CPS agrees that if any Product is found to be in violation of any applicable law or regulation, requiring either a recall or retrofit to such Product, CPS shall be solely responsible for the necessary repair, replacement or other remedy, at CPS' sole cost, including, without limitation, any fines or charges imposed upon Distributor arising therefrom. Distributor will cooperate with CPS in the performance of CPS's responsibilities hereunder, to the extent applicable or appropriate, and Distributor will be reimbursed for all extraordinary costs incurred should its cooperation require outlay of funds or personnel, or occur outside the scope of Distributor's next scheduled service call at the site affected. b. PRODUCT COMPLAINT PROCEDURES. CPS, through its Quality and Regulatory Affairs shall act as the Complaint Handling Unit for all complaints pertaining to CPS Products. Complaints shall be defined in accordance with the FDA definition contained within the Quality Systems Regulation or its successors. Distributor agrees to provide all complaints, in written English, to CPS in a timely manner. Submitted complaints shall provide sufficient detail to permit CPS to adequately investigate the reported problem. Complaints pertaining to injury or death shall be reported to CPS in five (5) working days or less of Distributor's receipt of such complaint so that FDA Medical Device Reporting requirements can be fulfilled. CPS agrees to acknowledge receipt of complaints in a timely manner, to provide status updates upon request, and to provide notification to the submitter upon closure. When requested, Distributor shall provide evaluation and investigation support to the Complaint Handling Unit. The servicing party is responsible for analysis of service reports, service repair data, service trends, and telephone support for potential complaints or corrective action requirements, in accordance with Regulations. Distributor agrees to return parts involved in a complaint in less than sixty (60) days, upon request from CPS and at CPS's sole expense. 22 c. MANDATORY MODIFICATION OR RECALL. (i) In the event a modification of any Product is mandated by applicable regulatory agencies or by law, or if CPS reasonably believes recall of or modification or change to any Product is required or advisable due to (i) safety or performance issues relating to the Product, or (ii) recurring failure in or high incidence of repairs to or replacements of, a Product, or any part or component thereof, CPS shall promptly notify Distributor thereof in writing. (ii) In the event Distributor reasonably believes recall of or modification or change to any Product is required or advisable due to (i) safety or performance issues relating to the Product or (ii) recurring failure in or high incidence of repairs to or replacements of a Product, or any part or component thereof, Distributor shall promptly notify CPS thereof in writing. (iii) In the case described in section c(i) above, CPS shall, at no charge to Distributor, promptly provide Distributor with all available information for the necessary or required modification or change to the Product, including, but not limited to, the reasons for the necessary or required change or modification, and the serial number of the Product(s) affected. CPS shall, at its option either (i) modify or change the affected Product(s) or (ii) supply to Distributors (or to customers of Distributor) modified or changed Products or the parts or components required to make such change or modification, together with all necessary field modification instructions. If the nature of the necessary change or modification does not require immediate implementation, and can wait until the next normally scheduled service call, then Distributor shall undertake the modification of or change to the Products with the parts or components, and in accordance with the field modification instructions, provided by CPS to Distributor. CPS shall reimburse Distributor for labor costs of $ * for the factory recommended total hours for each such change or modification reported as complete by the factory. If after the time limits set forth in the field modification instruction, the change or modification is not complete, CPS can, at its option, contact end customers directly to inform them of the required changes. Notwithstanding the foregoing, a mandatory modification or recall with respect to a CT incorporated into a PET/CT shall be governed and controlled by Section 7.3.2 of the Business Partner Agreement and Distributor agrees to comply with the obligations set forth therein. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 23 (iv) In the case described in section c(ii) above, CPS and Distributor shall exchange relevant information and determine, in good faith, whether a mandatory modification or recall is warranted. If as a result of such discussion, CPS concludes that a mandatory modification or recall is advisable, CPS shall proceed in accordance with, and have the obligations set forth in, section c(iii) above. (v) For the purposes of this Agreement, the terms "recurring failure" and "high incidence" shall mean that at least five (5) times during any consecutive thirty (30) day period the same failure or deficiency is detected with respect to any individual Product delivered to Distributor by CPS, with the understanding and agreement of the parties that this definition is for initial consideration only, and not an absolute standard. The parties agree that they will, in good faith, evaluate each such incidence of alleged recurring failure or high incidence on a case-by-case basis, and all aspects of the alleged failure or deficiency, including, without limitation, the impact such incidence has at the customer's facility. Distributor agrees to provide written copies of all complaints alleging recurring failure or high incidence to CPS as set forth in section 9(b) above. d. DISTRIBUTOR'S AUDIT RIGHTS. CPS warrants and represents that each of the Products has received all requisite clearances from the U.S. Food and Drug Administration, such as that prescribed in 21 CFR Part 807, Subpart E - Premarket Notification Procedures, and have been designed, manufactured and distributed in accordance with 21 CFR Part 820-Quality System Regulation and ISO-9001. CPS grants Distributor the right, upon reasonable prior notice, to audit Seller's quality system against the Quality System Regulations and ISO-9001. Distributor shall have the right to conduct this audit not more than once per year unless the results of a prior audit indicate significant non-conformances, the correction of which may be verified by re-audit. Significant non-conformances must be identified by Distributor as soon as reasonably practicable following the completion of an audit and must be mutually agreed to by the parties prior to the performance of a re-audit. 10. INTELLECTUAL PROPERTY RIGHTS. a. DISTRIBUTOR'S RIGHTS AND OBLIGATIONS. Distributor agrees that it neither owns nor hereby acquires any claim or right of ownership to the Products, Technology and Software or to any related patents, copyrights, trademarks or other intellectual property belonging to CPS. CPS and its suppliers and licensors reserve all rights not expressly granted to Distributor. CPS's suppliers and licensors are the intended third party beneficiaries of this Agreement and have the express right to 24 rely upon and directly enforce the terms set forth herein, but only to the extent of their rights with respect to CPS. Distributor further agrees it will not copy or modify the Software except as permitted in Section 10(c) or elsewhere in this Agreement and it will not in any way reverse engineer, disassemble or decompile the Software or any portion thereof. Distributor shall inform CPS promptly if Distributor becomes aware (i) that any Customer is using any Product in violation of the applicable Customer Sales Agreement; and (ii) that any third party is infringing or violating CPS's proprietary rights related to the Product. In the event any Customer is in violation of the terms of the applicable Customer Sales Agreement set forth in EXHIBIT C hereto, Distributor agrees, at the request of CPS, to use commercially reasonable efforts to enforce Distributor's rights under the Customer Sales Agreement on behalf of CPS. Upon termination of this Agreement, Distributor shall cease and desist from making further use of any and all materials, including signs, advertising matter and catalogues, containing trademarks or trade names of CPS. b. REBADGING. CPS shall provide Distributor the Products to market and distribute under Distributor's trademarks, service marks, logos, trade names, labels and/or other marks (hereinafter referred to as "Rebadging"). In addition to those provisions elsewhere in this Agreement, Rebadging shall be subject to all of the following terms and conditions: (i) To the extent not included in the net Transfer Price, Distributor shall reimburse CPS for the cost of Rebadging; and (ii) Distributor shall indemnify and hold CPS harmless from and against any and all infringement claims of third parties arising directly or indirectly from, as a result of, in connection with, or relating to the Rebadging of the Products at the request of Distributor, as well as the costs, including attorneys' fees, of defending against them. Distributor shall not knowingly take any action, which would, or knowingly fail to take any action where such failure would, directly or indirectly, have a known adverse effect upon the trademarks or goodwill of CPS. Unless authorized, Distributor will not use any trademark or trade name of CPS, nor use any word, mark, symbol, or name which may lead to confusion in the marketplace with goods marketed by CPS under its distinct words, mark, symbols, trademarks and trade names. Unless authorized, CPS will not use any trademark or trade name of Distributor, nor use any word, mark, symbol, or name that may lead to confusion in the marketplace with goods marketed by Distributor under its distinct words, mark, symbols, trademarks and trade names. Each party agrees that the trademarks adopted by the other party for use on the Products shall be owned by such other party and shall not be used except as provided above. During the term of this Agreement, Distributor shall have the right to indicate 25 to the public that it is an authorized distributor of the Products in the Territory, but shall not make any other use of CPS's trademarks and trade names except as expressly authorized by CPS. Distributor shall not make any representations or statements regarding the Products, other than those contained in the marketing literature and promotional materials provided to Distributor by CPS, without the prior written approval of CPS; provided, that Distributor may include additional representations or statements regarding any modifications, enhancements or add-ons created by Distributor. Upon notice from CPS of reasonable objections regarding marketing literature and promotional materials, Distributor shall discontinue use of any marketing literature or promotional materials that the parties mutually agree are no longer acceptable. c. ADDITIONAL SOFTWARE APPLICATIONS. The parties recognize and agree that CPS or Distributor may desire to independently develop or co-develop additional software applications to be used with the Products. The parties acknowledge that these additional software applications are intended to be stand-alone applications that do not require modifications of the source code or software used in connection with the operation of the Products (the "Applications"). In order to create these Applications, CPS shall provide Distributor with its Clinical Applications Program Platform and shall reasonably train up to two (2) of Distributor's employees on the use thereof. In addition, CPS acknowledges and agrees that circumstances may arise where, in order to create these Applications, Distributor may need the source code for the Clinical Applications Program Platform or for CPS's other proprietary software (the "Source Code"). In such event, the parties shall mutually agree on the terms under which the Source Code shall be provided to Distributor. Any Applications independently developed by Distributor or by CPS in a work for hire arrangement for the benefit of Distributor, shall be owned by Distributor. The ownership of any Applications, co-developed by the parties shall be agreed upon by the parties. The Applications developed by CPS, other than through a work-for hire arrangement for the benefit of Distributor, shall be owned by CPS. d. GOVERNMENT AGENCIES. In the event Distributor distributes any of the Products to a governmental agency or to any Customer that may acquire them pursuant to a government contract or with government funds, Distributor will use commercially reasonable efforts to ensure that CPS's rights in and to the Products are protected to the maximum extent possible, and take all actions reasonably necessary to protect CPS's rights and interest in the Products in accordance with applicable laws and regulations, including, but not limited to, the placement of appropriate legends or restrictions. 26 11. INTELLECTUAL PROPERTY INDEMNITY. a. INDEMNIFICATION OBLIGATIONS. CPS shall defend any claim, suit, action or proceeding threatened, brought, or asserted against Distributor or any of Distributor's parents, subsidiaries, affiliates, shareholders, directors, officers, employees, agents, authorized sub-distributors, representatives, customers, end users, licensees, permitted assignees, and attorneys (hereinafter "Indemnitee(s)") insofar as any claim, suit, action, or proceeding is based on a claim that any Product, or any component or part thereof, provided by CPS under this Agreement (excluding the Distributor Software), constitutes infringement of any patent, copyright or trade secret of a third party based on the laws of any country within the Territory, and CPS shall indemnify the Indemnitee(s) for any and all royalties, damages, judgments, losses, liabilities, claims, expenses (including attorney fees), and costs finally awarded against any such Indemnitee, including any settlement approved by CPS, but only if: (a) Distributor or any Indemnitee complies with Section 11(b) hereof; (b) CPS has sole control over the defense of the claim, suit, action or proceeding and any negotiation for its settlement or compromise; and (c) Indemnitee takes no action that, prejudices CPS's defense of the claim, suit, action or proceeding. CPS shall have no obligation to indemnify or defend any claim based upon the misuse of the Product, a modification of the Product not approved by or for CPS, or the unauthorized combination of the Product with other products, services or items not approved by CPS to the extent such claim would not have been made absent such combination. Distributor shall defend and indemnify CPS from any claims that result from Distributor's modification or combination of the Product. CPS hereby represents and warrants that, to the best of its knowledge, there are with respect to Products, no infringement actions, suits, investigations, claims or proceedings pending or threatened against CPS as of the date of this Agreement. b. NOTICE AND ASSISTANCE. Distributor (or any Indemnitee) shall notify CPS in writing within a reasonable time after initiation or threat of any claim, suit, action or legal proceeding described in Section 11(a). To the extent Distributor is not legally prohibited, Distributor shall provide CPS with information and assistance reasonably necessary to defend or settle any claim, suit, or proceeding, with allocation of expense incurred by Distributor in providing such assistance to be negotiated in good faith and mutually agreed to by Distributor and CPS on a case by case basis. Upon receipt of any notice given hereunder, CPS shall assume promptly the full responsibility for any defense of any claim, suit, action, or proceeding, threatened, brought, or asserted against any Indemnitee as described in Section 11(a). 27 c. SELECTION OF COUNSEL. CPS agrees to consult with each Indemnitee prior to selecting counsel for the purpose of discharging CPS's duties under this Section 11. CPS agrees to engage in such consultation in good faith, to give due consideration in good faith to the comments of each Indemnitee, and to refrain from engaging any counsel (either law firm or individual attorney) who has or may have any conflict with any Indemnitee as identified by the Indemnitee. Each Indemnitee hereunder reserves and shall have the right to be represented by and to participate actively through his or her own counsel as co-counsel in any suit, action, or proceeding identified in this Section 11, all at his or her own cost, provided that CPS retains sole control of the defense. d. SETTLEMENT. Distributor (and every Indemnitee hereunder) shall receive timely notification of any settlement agreement relating to claims of infringement prior to the execution thereof. No such settlement agreement shall include any term or condition which would restrict, delimit, impair, or otherwise affect any rights which Distributor (or any Indemnitee) otherwise may enjoy without first receiving the prior written consent of Distributor (or such Indemnitee) specifically agreeing to such restriction, limitation, impairment, or other effect. CPS shall not be responsible for any compromise executed by Distributor or any of Distributor's agents without CPS's consent. e. DETERMINATION OF INFRINGEMENT. In the event the sale or use of any Products shall be found to constitute infringement of any letters patent, copyright, trademark or trade secret of a third party, and such sale or use is enjoined, or if CPS wishes to minimize its liability hereunder, CPS, at its option, shall pursue one or more of the following courses of action within a reasonable time: (i) secure a termination or stay of any such injunction; or (ii) secure a license from the party claiming infringement; or (iii) modify the Products at CPS's cost so such Products become non-infringing; or (iv) secure for the benefit of Distributor and Distributor's customers and end users such goods, processes, or services as shall not infringe any patent, copyright, trademark or trade secret; or (v) if none of the foregoing is reasonably feasible, accept a return of the Products which are subject to the injunction and refund to Distributor the net Transfer Price paid by Distributor to CPS for those Products which are returned, less reasonable depreciation, or such greater amount as is imposed by a court. 28 If CPS elects to modify any Product so it becomes non-infringing, such modification(s) shall not have any material or adverse effect on the performance capabilities of such Product without such modification(s). In the event CPS fails to achieve at least one of the foregoing objectives within a reasonable time, Distributor may terminate this Agreement and all payment obligations relating to infringing Products that are returned to CPS shall thereupon abate. f. LIABILITY LIMITS. THIS SECTION 11 STATES CPS'S SOLE AND EXCLUSIVE OBLIGATION TO DISTRIBUTOR REGARDING ANY ACTUAL OR ALLEGED INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF ANY THIRD PARTY'S PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHTS RELATING TO THE PRODUCT, AND ANY WARRANTIES OF NONINFRINGEMENT ARE HEREBY DISCLAIMED. 12. INDEMNIFICATION. a. INDEMNIFICATION BY DISTRIBUTORS. Distributor agrees to indemnify, to defend and to hold harmless CPS from and against all claims, damages, demands and expenses (including court costs, reasonable attorney's fees and any amounts paid in settlement or pursuant to a final judgment) arising out of any third party claims, but only to the extent to which such claims, damages, demands and expenses (i) are proximately caused by the fault or negligence of Distributor, its officers, employees or agents; (ii) relate to any customer disputes or claims relating to the marketing, sale, distribution, installation, training or service of any Product by Distributor, whether arising out of express or implied warranty, but only to the extent that such claim does not arise from the unauthorized act or representation by CPS or its officers, employees or agents, unless such representation was made by Distributor to CPS; (iii) relate to any other failure by Distributor to comply with any express or implied terms of any contract of sale by Distributor for the Products; (iv) relate to any failure by Distributor to comply with applicable laws and/or regulations in accordance with this Agreement; or (v) relate to any and all violations of export laws and or regulations of any country or region in the Territory. b. INDEMNIFICATION BY CPS. CPS agrees to indemnify, to defend and to hold harmless Distributor from and against all claims, damages, demands and expenses (including court costs, reasonable attorney's fees and any amounts paid in settlement or pursuant to a final judgment) arising out of any third party claims, but only to the extent to which such claims, damages, demands and expenses (i) are proximately caused by the fault or negligence of CPS, its officers, employees or 29 agents; (ii) relate to any customer disputes or claims relating to the manufacture, workmanship, or design of any Product, or the installation, or service of any Product performed by CPS, but only to the extent that such claim does not arise from an unauthorized act or representation by Distributor or its officers, employees or agents, unless such representation was first made by CPS to Distributor; (iii) relate to any other failure by CPS to comply with any the terms of any contract of sale by CPS of Products relating to this Agreement, or (iv) relate to any failure by CPS to comply with applicable laws and/or regulations in accordance with this Agreement. Notwithstanding the foregoing, CPS shall have no obligation to indemnify, defend or hold harmless Distributor with respect to any claims, damages, demands or expenses arising out of or related to the CT incorporated into the PET/CT. c. INDEMNIFICATION PROCEDURES. i. Any party entitled to indemnification in this Section 12 (the "Indemnitee") must provide written notice (the "Claim Notice") to the party obligated to provide indemnification (the "Indemnitor") with respect to any claim, suit or proceeding initiated against the Indemnitee by a party other than the Indemnitor ("Third Party Claim"). All Claim Notices must be delivered promptly, but in no event more than thirty days (the "Notice Period") following (i) the receipt of actual notice of the Third party Claim by any officer, director or employee of Indemnitee, or (ii) the happening of circumstances that any officer, director or employee of Indemnitee believes or should reasonably believes could give rise to the Third Party Claim. The failure of Indemnitee to notify Indemnitor within the Notice Period shall not relieve Indemnitor of any liability with respect to the Third Party Claim, except to the extent the Indemnitor demonstrates that the defense of the Third Party Claim is prejudiced by such failure. The Claim Notice should state in reasonable detail the facts giving rise to the Third Party Claim and Indemnitee's intention to seek indemnification for the Third Party Claim. ii. Upon receipt of a Claim Notice from the Indemnitee with respect to any Third Party Claim, the Indemnitor, may assume the defense of the claim with counsel reasonably satisfactory to the Indemnitee, and the Indemnitee shall cooperate with the Indemnitor (including, without limitation, allowing and directing its employees to serve as witnesses and otherwise render such assistance as the Indemnitor may reasonably request) in such defense and related negotiations (including settlement negotiations). If the Indemnitor elects to control the defense of a Third Party Claim, the Indemnitee 30 shall have the right to employ separate counsel in any action or claim and to participate in its defense, provided that the fees and expenses of counsel employed by Indemnitee shall be at the expense of Indemnitee. If Indemnitor assumes the defense of a Third Party Claim no compromise or settlement may be effected by the Indemnitor without the Indemnitee's consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person by Indemnitee, (ii) there is no effect on any other claim that may be made against Indemnitee, (iii) the sole relief provided is monetary damages that are paid in full by Indemnitor, and (iv) the compromise or settlement contains, as an unconditional term thereof, the giving by the claimant or the plaintiff of the Indemnitee a release from all liability in respect of such Third Party Claim. The Indemnitee shall have no liability with respect to any compromise or settlement thereof effected without its consent. iii. If the Indemnitor does not notify the Indemnitee within fifteen (15) days after receipt of the Claim Notice that it elects to undertake the defense of a Third Party Claim, the Indemnitee shall have the right to defend the claim, at the expense of Indemnitor, with counsel of Indemnitee's choosing. No settlement of a claim defended by Indemnitee pursuant to this Section shall be made without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld. Failure of Indemnitor to reject a settlement within ten (10) days of receipt thereof shall be deemed an acceptance of such settlement. iv. If an Indemnitee has a claim against an Indemnitor that does not involve a Third Party Claim, the Indemnitee shall notify the Indemnitor with reasonable promptness of its claim, specifying the nature of and specific basis for such claim and the estimated amount of such claim. If Indemnitor elects to satisfy the claim the Indemnitor shall remit payment for the amount of the claim to the Indemnitee upon receipt of an invoice therefore. If the Indemnitor elects to dispute either the basis of the claim or the amount of the claim, Indemnitor shall promptly provide written notice to Indemnitee setting forth the basis for its dispute. In the event of a dispute, the Indemnitor and Indemnitee shall proceed in good faith to negotiate a resolution of such dispute, and if not resolved through good faith negotiation, the dispute shall be resolved in accordance with the arbitration procedures set forth in Section 17 hereof unless the claim results from a breach of Section 15 or the infringement by Distributor of CPS's Technology or Software. 31 d. LIMITATION OF DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOSS OF ANTICIPATED PROFITS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE SALE OR USE OF THE PRODUCTS. e. LIMITATIONS OF LIABILITY. Notwithstanding any other provision set forth in this Agreement, CPS's total liability to the Indemnitees for any claim, suit, action, or proceeding arising out of or related to this Agreement shall be limited to the following amounts: i. For any claim alleging that the Products, including, without limitation, any Technology or Software incorporated therein, infringes on any patent, copyright trademark, trade secret or other intellectual property of a third party ("Infringement Claims"), CPS's total liability to the Indemnitees shall be limited to $1,000,000 per Infringement Claim, but subject to a maximum amount for all Infringement Claims combined equal to $2,000,000; and ii. For all other claims, CPS's total liability to the Indemnitees shall be limited to $1,000,000 per claim, but subject to a maximum amount for all claims combined equal to $2,000,000. f. SOLE AND EXCLUSIVE REMEDIES. Except for (i) claims resulting from alleged breaches of the confidentiality obligations set forth herein or the infringement of CPS's Software or Technology or Distributor's intellectual property; (ii) any act of fraud or intentional misrepresentation, or (iii) any claims resulting from the matters set forth in Section 11, the indemnification obligations set forth in this Section 12 hereof shall be the exclusive remedy of the parties with respect to any third party claim or controversy arising out of or related to this Agreement. All claims for indemnification shall be made within twenty-four (24) months from the date that the subject liability arises or such claims shall be irrevocably waived. The limitations on liability in Section 12 hereof shall not apply to any claims resulting from the infringement of CPS's Software or Technology or Distributor's intellectual property rights. 13. INSURANCE. Distributor and CPS each agrees to maintain during the term hereof liability insurance for personal injury and property damage, including products liability and contractual coverage, as set forth herein. Coverage for personal injury shall be not less than One Million Dollars ($1,000,000) aggregate annual liability. Coverage for property damage shall be not less than Two Million Dollars ($2,000,000) per occurrence. Distributor and CPS agree that all liability insurance obtained by Distributor and CPS shall include CPS and Distributor as named insured reasonably acceptable to Distributor and CPS. CPS 32 and Distributor further agree, as a continuing obligation after the term hereof, to maintain such insurance with no less than the coverage specified above in full force and effect for the full life of the Products sold hereunder. CPS and Distributor shall supply each other with a Certificate of Insurance upon written request by Distributor or CPS. 14. SCOPE OF AUTHORITY. Each party hereto is an independent contractor solely responsible for its own business and neither shall have any power or authority to act for, to bind or to commit the other. CPS or any third party with whom CPS has contracted, remains the exclusive owner of all presently existing CPS proprietary rights including rights based upon trade secret, trademark, patent and copyright laws with respect to the Products, the Technology and the Software described herein other than the Distributor Software. Neither party shall apply for, or use or authorize the use of, in any way, the trademarks of the other or any of its subsidiary or affiliated companies without written permission of the other party. CPS and Distributor each represent and warrant that they have full right and authority to enter into this Agreement and grant the required licenses hereunder. CPS and Distributor each represent and warrant that this Agreement does not conflict with or violate any existing agreement entered into by CPS or Distributor, as applicable. Neither party shall enter into any agreement that will materially conflict with this Agreement or materially and adversely impact the rights and interests of the other party provided herein. 15. CONFIDENTIALITY. Each party hereto agrees not to disclose to others the technical and business information of the other party hereto ("Confidential Information"), and agrees to use the other party's Confidential Information only for the implementation of this Agreement and to hold the other party's Confidential Information confidential using at a minimum the same care it would exercise to protect its own Confidential Information. The receiving party further agrees to disclose the Confidential Information of the disclosing party only to the receiving party's employees who have a need to know and only to those employees who have agreed in writing to confidentiality obligations substantially similar to those in this Section 15. The receiving party shall not permit any of its personnel to remove any proprietary or other legend or restrictive notice contained or included in any Confidential Information provided by the disclosing party, and the receiving party shall not permit any of its personnel to reproduce or copy any such Confidential Information except as expressly authorized under this Agreement. Provided, however, that such confidentiality obligation shall not apply to any information which (a) is now or hereafter becomes a part of the public domain, other than by act or omission of the receiving party, (b) was independently developed by the receiving party or its affiliates; (c) information that was in such party's possession prior to disclosure by the other party, (d) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on use or disclosure, who lawfully possesses such information and did not acquire it directly or indirectly from the other party, (e) is disclosed in any 33 U.S. or foreign patent, or published patent application, whether owned by the other party or any third party, or (f) is required to be disclosed to a government agency or pursuant to a judicial proceeding, but only to the extent so required and provided that the receiving party gives the disclosing party advance notice of such disclosure and reasonably cooperates with the disclosing party (at the disclosing party's expense) to contest such disclosure. 34 16. TERM AND TERMINATION. a. TERM. The initial term of this Agreement shall be five (5) years from the Effective Date (the "Initial Term") and shall automatically be extended for additional one year (1) periods unless terminated for cause. Either party may terminate this Agreement without cause upon three (3) years prior written notice delivered within ninety days (90) days of the expiration of the then current term. b. POST-TERMINATION OBLIGATIONS. In the event of termination of this Agreement, CPS shall provide Distributor with software and hardware upgrades and parts and components necessary for Distributor to continue service to its customers for a period of ten (10) years following the date of such termination. The upgrades, parts and components shall be provided by CPS at CPS's then prevailing prices, which prices will not exceed the prices paid by CPS's other distributors based on comparable volumes. c. EXISTING PURCHASE ORDERS AND PAYMENT OBLIGATIONS. Termination of this Agreement does not affect the requirement that CPS ship and that Distributor accept and pay for any Product, that was previously ordered prior to the termination date pursuant to a binding purchase order between CPS and Distributor. d. TERMINATION UPON BREACH. If either party hereto shall breach this Agreement, the other party may give the defaulting party written notice of such default. If the defaulting party shall fail or refuse to remedy such default within ninety (90) days from the date of said notice, this Agreement may be terminated by a second written notice and said termination shall be effective as of the date stated in the second notice of default. Such termination shall be without prejudice to any other rights or claims the aggrieved party may have against the defaulting party. Defaults under this Agreement shall be deemed to include, but shall not be limited to: (i) material failure by either party to fulfill any of its obligations under this Agreement; (ii) an adjudication of bankruptcy of either party under any bankruptcy or insolvency law; or (iii) the commission by either party of a receiver for business or property, or the making of any general assignment for the benefit of creditors. 35 e. TERMINATION FOR FAILURE TO PAY. If Distributor is in breach or default of any of its payment obligations set forth in this Agreement and such breach or default continues for ninety (90) days or more after receipt of written notice thereof; CPS may, by written notice to Distributor, terminate this Agreement with such termination to be effective on the date of receipt by Distributor of such termination notice; provided, however, that any failure to pay on the part of Distributor caused by the failure of Distributor to be paid by its customers due to defective Products shall not be a breach or default of Distributor's payments obligations unless (i) such breach or default continues for a period of thirty (30) days after CPS has rectified such defect and the Product(s) is accepted as meeting the written specifications set forth in on EXHIBIT A hereto by Distributor's customers, or (ii) the defect is the result of actions taken by Distributor or its agents or sub-distributors. f. TERMINATION UPON A FORCE MAJEURE EVENT. If a Force Majeure Event continues for a period of ninety (90) days, the parties whose performance is not affected by the Force Majeure Event may terminate that portion of this Agreement affected hereby or, if such Force Majeure Event affects the critical performance obligations hereunder, then the entirety of this Agreement may be terminated by the party not so affected immediately thereafter. 17. ARBITRATION. Except for claims resulting from alleged breaches of the confidentiality obligations hereunder or the infringement of CPS's Technology or Software, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, which can not be settled by mutual agreement of the parties, in lieu of the institution of legal proceedings by either party, shall be submitted to binding arbitration as follows: Any party who is aggrieved shall deliver written notice to the other party or parties setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice shall be submitted to binding arbitration in Atlanta, Georgia, to the American Arbitration Association, before an arbitrator appointed from the members of the National Panel of Arbitrators in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association modified only as expressly provided herein. After such twenty (20) day period, any party, upon ten (10) days written notice to the other party may so submit the points in dispute to arbitration. The arbitrator may submit a default judgement against any party that fails to participate in the arbitration proceedings. The arbitration decision shall be final, conclusive and binding and judgment on such decision may be entered in any federal or state court of competent jurisdiction. The arbitrator will be authorized to apportion its fees and expenses and the reasonable attorney fees and expenses of the parties as the arbitrator deems appropriate. In the absence of any such apportionment, the fees and expenses of the arbitrator shall be borne equally by each party, and each party shall bear the 36 fees and expenses of its own attorney. The parties agree that this paragraph has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement (other than breaches of the confidentiality provisions herein or infringement on the intellectual property rights), that it contains the sole and exclusive remedy (other than equitable remedies) of the parties with respect to any disputes arising under this Agreement, and this paragraph shall be grounds for dismissal of any court action commenced by either party with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award or any court action seeking equitable relief. The parties shall keep confidential, and shall not disclose to any person except as may be required by law, the existence of any controversy hereunder, and referral of any such controversy to arbitration or the status or resolution thereof. 18. MISCELLANEOUS. a. FORCE MAJEURE. Neither party hereto shall be liable for any delay arising from circumstances beyond its control including (but not limited to) acts of God, war, riot or civil commotion, industrial dispute, fire, flood, drought, shortage of material or labor or act of government ("Force Majeure Events"), provided that the party seeking to be excused shall make every reasonable effort to minimize the delay resulting therefrom. Each party shall keep the other fully informed of any such circumstances. The parties agree to resume their performance under this Agreement as soon as possible upon the passing of the Force Majeure condition. b. AMENDMENTS; WAIVERS. Any amendment, supplement or modification of or to any provision of this Agreement shall be effective only if made in writing and signed by each of the parties to this Agreement. Any waiver of any provision of this Agreement, and any consent to any departure from the terms of any provision of this Agreement, shall be effective (a) only if it is made or given in writing and signed by each of the parties to this Agreement, and (b) only in the specific instance and for the specific purpose for which made or given. c. SEVERABILITY. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof. In such event the parties hereto shall use their best efforts to agree upon a replacement for such invalid or unenforceable provision in terms which correspond as closely as possible to the original provision. 37 d. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. No party to this Agreement may assign any of its rights under this Agreement without the prior written consent of the other parties; provided, that, Distributor, subject to the terms of this Agreement, may appoint subdistributors to distribute the Products upon ten (10) days written notice to CPS. No person other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary of this Agreement. CPS shall be permitted to delegate its obligations hereunder to any agent or subcontractor provided that CPS shall remain primarily responsible to Distributor for CPS's obligations hereunder. e. NOTICES. Any notice required to be given hereunder shall be deemed sufficient and delivery shall be deemed complete if sent by registered or certified mail, return receipt requested, overnight courier, personal delivery, or confirmed facsimile to the following addresses: To CPS: CTI PET Systems, Inc. 810 Innovation Drive Knoxville, TN 37932 Attn.: Chief Executive Officer Facsimile: (865) 218-3001 To Distributor: Siemens Medical Solutions USA, Inc. Nuclear Medicine Group 3501 North Barrington Road Hoffman Estates, Illinois 60195 Attn: President, Siemen's Nuclear Medicine Facsimile: (847) 304-7080 With a copy to: Associate General Counsel 186 Wood Avenue South Iselin, New Jersey 98830 f. GOVERNING LAW. The interpretation and construction of this Agreement shall be governed by and be construed in accordance with the substantive law of the State of Tennessee, United States of America, without regard to the conflict of laws principles thereof. g. REMEDIES CUMULATIVE. No failure or delay on the part of any party to this Agreement in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for 38 herein are cumulative and are not exclusive of any remedies that may be available to any party to this Agreement at law, in equity or otherwise. h. ENTIRE AGREEMENT. This Agreement (together with all Exhibits hereto and any license or other agreements referenced herein) represents the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements, understandings and communications, whether oral or written. Unless expressly agreed in writing by the parties hereto referencing this Agreement, the terms hereof shall govern the sale of all Products by CPS to Distributor, and all conflicting terms and conditions in individual orders, purchase orders, and other similar documents, shall be of no force and effect. i. SURVIVAL. The provisions in Sections 1(b), 1(c), 1(d), 1(e), 1(f), 7, 8, 9, 11, 12, 13, 15, 16, 17 and 18 shall survive the expiration or termination of this Agreement indefinitely. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first herein written. CTI PET SYSTEMS, INC. SIEMENS MEDICAL SOLUTIONS USA, INC. By: Ronald Nutt By /s/ Thomas McCausland ------------------------------ --------------------------------- Title: President Title: President and Chief Executive --------------------------- Officer ------------------------------ 39 EXHIBIT A Products/Specifications
DICOM currently under review and in the event that DICOM is required CPS Product Management should be contacted. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 40
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- 800002 ECAT ACCEL POSITRON EMISSION * TOMOGRAPHY (PET) SYSTEM The ECAT ACCEL is a high-resolution positron emission tomography system for imaging biochemical processes and metabolism for whole body applications. The multi-detector ring system provides 2D or 3D acquisition and reconstruction in static and dynamic modes. The ECAT ACCEL consists of a 47 image plane system with a 16.2 cm axial field of view. High spatial slice resolution in transaxial and axial dimensions. Three-dimensional display of organs with a large axial view. Excellent volume sensitivity Fast acquisition and reconstruction of 128x128, 256x256, and 512x512 matrices High-resolution, flicker free, color display monitor Unique block detector technology provides excellent temporal and energy resolution response. Simultaneous data acquisition and image reconstruction for high patient throughput. Retractable rotating rod source holders for quick and accurate attenuation correction. (Ge-68 in safe, solid form is available from recommended vendors). Menu driven, window oriented operating software Water-cooled gantry for quiet operation The system consists of: Whole-Body Ring Detector Gantry: 824 mm detector ring diameter. 56.2 cm gantry aperture. 16.2 cm (6.4 in) axial field of view. Nine laser lines for precise, reproducible patient positioning. Dual operator controls on gantry for positioning from either side of patient. Count rate monitor at gantry control panels. Three integrated retractable transmission rod source holders which extend/retract from a lead housing under computer control for enhanced patient throughput and reduced operator radiation exposure.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 41
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- Patient Handling System: Low attenuation foam core carbon fiber pallet 57 to 93 cm (22 to 36 inch) vertical motion range 195 cm (77 inch) horizontal scan range Low attenuation head holder Maximum patient weight at 159 kg (350 lbs.) Data Acquisition/Processing and Storage Electronics: Image plane coincidence processor Real-time sorter (RTS) with 256 MB memory VME Bus acquisition controller SCSI adapter to the VME bus 18 GB acquisition disk Ethernet interface to operator's console Operator's Console, including the following: UltraSPARC 60 with dual 450 MHz CPUs 1.0 GB RAM 36 GB internal disk storage 4.1 GB erasable optical storage system for archiving data (mounted in desktop data storage unit) 12 GB DAT (Digital Audio Tape) archive system (mounted in desktop data storage unit) CDROM drive Floppy drive 600 dpi laser printer Ethernet connection to data acquisition electronics UNIX operating system and utilities TCP/IP and network file system communication software 21 inch color monitor ECAT Software Version 7.2 features, including iterative reconstruction, segmented attenuation correction, and the whole body protocol. ECAT Standard Software: Image Acquisition: Transmission scan allows accurate measurement of tissue attenuation correction coefficients Static emission scan Dynamic emission scan Acquisition protocols Image reconstruction and processing Wide variety of reconstruction filters Image size and displacement parameters Calculated or measured attenuation correction
42
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- Display Software: Window-oriented to allow simultaneous acquisition, reconstruction, data processing and image display. Image zoom and magnification Multi-image static display Any oblique data re-orientation Cine mode display Multiple plane dynamic displays Image profiles Image filtering, summing, and arithmetic Regions of interest and image statistics Screen save/restore operations Image labeling with variable fonts and graphics Interactive color translation table operations Three-dimensional volume interactive data review (transverse, sagittal and coronal displays) Utilities Software: Patient database Patient data archive System normalization and calibration Performance tests System diagnostics System Documentation (1 set) ECAT scanner software manual ECAT scanner hardware manual - --------------------------------------------------------------------------------------- * 800004 GANTRY MOUNTING PLATE / EXACT SERIES Mounting plate required for siting ECAT scanner. - --------------------------------------------------------------------------------------- * 800009 GANTRY COOL WATER/WATER CHILLER Quiet, closed system water/water thermal transfer colling system. Requires onsite chilled water (10-15 C, 50-59 F). The water water system may be sited in the scanner room, given sufficient space. - --------------------------------------------------------------------------------------- * 800006 ISOLATION TRANSFORMER (US+JAPAN) Transformer for isolating ECAT power from line power. - --------------------------------------------------------------------------------------- * 800005 ISOLATION TRANSFORMER (EUROPE) Transformer for isolating ECAT power from line power. - --------------------------------------------------------------------------------------- * 800007 GANTRY AIR/WATER CHILLER(50Hz) Closed system air/water chiller. Requires onsite chilled water. Requires siting in well-ventilated utility room.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 43
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800008 GANTRY AIR/WATER CHILLER (60Hz) Closed system air/water chiller. Requires siting in well-ventilated utility room. - --------------------------------------------------------------------------------------- * 800014 ERASABLE OPTICAL DISK Additional 2.6 GB erasable optical disk drive for storing data and images at a UltraSPARC Remote Workstation. UltraSPARC Remote Workstation option required for purchase of this option. - --------------------------------------------------------------------------------------- * 800016 CARDIAC GATING Gating trigger input, ECG monitor and ECAT electronics for performing cardiac gating. - --------------------------------------------------------------------------------------- * 800018 EDUCATIONAL SOFTWARE LPP Multimedia educational package LPP (Let's Play PET) for use on separate Macintosh, ICON, or PC. (Macintosh, ICON, or PC not provided with system.) - --------------------------------------------------------------------------------------- * 800015 256MB RTS MEMORY EXPANSION Additional real-time sorter memory expansion. Up to 1 additional memory module may be ordered for up to 512 MB total RTS memory. - --------------------------------------------------------------------------------------- * 800012 ULTRA SPARC REMOTE WORKSTATION UltraSPARC remote workstation for 7.2 systems. Includes the following or better: UltraSPARC 60 1300 500 MB 36 GB disk 20" monitor CD drive floppy drive ECAT software version 7.2 Solaris 2.6 operating system IDL 5.0 runtime license - --------------------------------------------------------------------------------------- * 800020 SUBLIMAL DYE & FILM IMAGER ECAT Codonics medical diagnostic imager (NP-1660M-CTI-01) configuration including dye diffusion/direct thermal dual mode
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 44
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- color and greyscale output. Configuration comes equipped with dye diffusion ribbon, 8.5" x 11" paper (100 sheets) and tray and 8" x 10" clear base film (100 sheets) and tray. Also includes postscript and DICOM support. Hardware provided for network connection to ECAT network. - --------------------------------------------------------------------------------------- * 800019 REMOTE DIAGNOSTICS MODEM - ISDN ISDN modem for ECAT remote diagnostics, for use by the ECAT service engineer and ECAT Technical Support. - --------------------------------------------------------------------------------------- * 800021 UNINTERRUPTIBLE POWER SUPPLY Uninterruptible Power Supply (UPS) option providing 10 minutes of back up power enabling proper shut down of system in the event of power loss. Specifications: 6.0 KVA, 120/240 Volts, 50/60 Hertz. US only. - --------------------------------------------------------------------------------------- * 800022 ECAT MOBILE OPTION Required for all ECAT scanners planned for mobile installation. ECAT scanners installed in mobile environments require power to the scanner at all times, including when scanner is not in use, and that environmental requirements specified in the ECAT Site Planning Guide be met at all times. The ECAT Mobile Option includes items necessary for installation of the ECAT into a mobile coach or trailer. Includes: 6.0 kVA UPS, documentation and manuals specific to mobile environments, bed stanchions for transport, and modified phantom shields. Coach/trailer not included. - --------------------------------------------------------------------------------------- * 800037 REMOTE START FOOTSWITCH Footswitch for starting scan acquisitions remotely from the console workstation without the necessity of pressing the remote start button on the gantry control panel. Most commonly used for performing studies where dose injection is administered from the rear of the gantry and when employing very short-lived isotopes. The footswitch is connected to the scanner gantry through the gantry entrance panel, located on bottom port side.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 45
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- Footswitch is supplied with 10 ft cable. A sound is reported when the footswitch is depressed. Maximum of two footswitches may be ordered per scanner. Requires version 7.2 software. - --------------------------------------------------------------------------------------- * 800013 ULTRASPARC DISPLAY WORKSTATION An UltraSPARC 10 workstation configured primarily for display. Includes the following or better: - Ultra10 440MHz UltraSPARC II processor - 256 MB RAM memory - 20 GB hard drive - 32X CD-ROM - Floppy drive, keyboard, and mouse - 21 inch color monitor - ECAT Software version 7.2 - IDL 5.0 runtime license - --------------------------------------------------------------------------------------- * 800039 SURGE SUPRESSOR - US ONLY Single phase, 240 VAC, AC power panel surge protection system to protect from transient over voltages. US only. - --------------------------------------------------------------------------------------- * 800025 ACCEL MOBILE SOURCES KIT (1ST FILLING) Calibration and transmission sources for the mobile ECAT ACCEL. These sources are to be purchased with a new mobile ECAT ACCEL Scanner. Sources consist of the following: 1 set of Rods 1 CS-20-1 Uniform Phantom 1 CS-20-3 Uniform Phantom 1 LS-LA Set-up Source - --------------------------------------------------------------------------------------- * 800024 ACCEL SOURCES KIT (1ST FILLING) Calibration and transmission sources for the ECAT ACCEL. These sources are to be purchased with a new ECAT ACCEL scanner order. Sources consist of the following: 1 Set of Rods (LS-Accel) 1 CS-20-3 High Activity Uniform Phantom 1 CS-20-1 Low Activity Uniform Phantom 1 LS-LA Set-up rod 2 Phantom Shields
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 46
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800053 ACCEL SOURCES KIT (REPLACEMENT) Calibration and transmission sources for the ECAT ACCEL. These sources are to be purchased on an annual basis. Sources consist of the following: 1 Set of Rods (LS-Accel) 1 CS-20-3 High Activity Uniform Phantom - --------------------------------------------------------------------------------------- * 800045 PERFORMANCE TESTING ECAT ART: 3D axial resolution, 3D transaxial resolution, 3D sensitivity, 3D uniformity, and 3D count rate performed according to NEMA. Modifications, changes or additions to these tests subject to factory approval and quotation. All radioisotopes (e.g. Flourine-18) to be provided by the site. ECAT EXACT, ACCEL and HR+: 2D and 3D axial resolution, 2D and 3D transaxial resolution, 2D and 3D sensitivity, 2D and 3D uniformity, and 3D count rate performed according to NEMA. Modifications, changes or additions to these tests subject to factory approval and quotation. All radioisotopes (e.g. Flourine-18) to be provided by the site. - --------------------------------------------------------------------------------------- * 800048 PET APPLICATIONS TRAINING (PER DAY) Operator's training for ECAT Scanners performed by applications specialist. Scheduling for training available upon request. Standard 7.2 software training consists of 3 working days. New scanner installation training consists of five to ten working days. - --------------------------------------------------------------------------------------- * 800041 ACCEL DOCUMENTATION One set ACCEL service documentation and users' manuals. - --------------------------------------------------------------------------------------- * * - ---------------------------------------------------------------------------------------
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 47
PART NUMBER ITEM US LIST PRICE - ----------- ---- ------------- 800003 ECAT ART #220V 50/60Hz * * REQUIRED EXTENSIONS 800026 Gantry Mounting Plate/ART Series * 800006 Isolation Transformer (US+Japan) 800005 Isolation Transformer (Europe) * OPTIONAL EXTENSIONS 800014 Erasable Optical Disk * 800016 Cardiac Gating 800018 Educational Software LPP 800015 256MB RTS Memory Expansion 800012 Ultra SPARC Remote Workstation 800020 Sublimal Dye & Film Imager 800027 ART Sources Kit (1st Filling) nondiscountable 800019 Remote Diagnostics Modem - ISDN 800021 Uninterruptible Power Supply 800044 ART Documentation 800037 Remote Start Footswitch 800013 UltraSPARC Display Workstation 800039 Surge Supressor - US Only 800051 ART Sources Kit (replacement) nondiscountable 800045 Performance Testing nondiscountable 800048 PET Applications Training (per day) nondiscountable
DICOM currently under review and in the event that DICOM is required CPS Product Management should be contacted. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 48
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800003 ECAT ART POSITRON EMISSION * TOMOGRAPHY (PET) SYSTEM The ECAT ART is a whole body positron emission tomography system which provides volume measurements of metabolic and physiologic processes. The system consists of the scanner, a patient handling system, and operator's console. The multidetector ring system provides 3D acquisition and reconstruction in static and dynamic modes. Opposing detectors are rotated to produce 47 image planes and a 16.2 cm (6.4 inch) axial field of view. High spatial slice resolution in transaxial and axial dimensions Three-dimensional display of organs with a large axial view Excellent volume sensitivity Fast acquisition and reconstruction of 64 x 64, 128 x 128, and 256 x 256 matrices High-resolution, flicker free, color display monitor Unique block detector technology provides excellent Temporal and energy resolution response Simultaneous data acquisition and image reconstruction for high patient throughput Retractable Cs-137 source holders for quick and accurate attenuation correction (Cs-137 is available from recommended vendors) Menu-driven, window-oriented operating software. The system consists of: Whole Body Ring Detector Gantry: 66 detector blocks in continuous rotation (two banks of a 3x11 detector block configuration) 82 cm (32 inch) detector ring diameter 60 cm (23 inch) patient port 16.2 cm (6.4 inch) axial field of view Nine laser lines for precise, reproducible patient positioning Dual operator controls on gantry for positioning from either side of patient Count rate monitor at gantry control panels
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 49
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- Two integrated retractable transmission rod source holders which extend/retract from a lead housing under computer control for enhanced patient throughput and reduced radiation exposure. Patient Handling System: Low attenuation foam core carbon fiber pallet 57 to 93 cm (22 to 36 inch) vertical motion range 195 cm (77 inch) horizontal scan range Low attenuation head holder Maximum patient weight of 159 kg (350 lbs.). Operator's Console, including the following: UltraSPARC 60 Workstation with dual 450 MHz CPUs 1.0 GB main memory 36 GB internal disk storage 4.1 GB erasable optical storage for archiving image data CD ROM drive (mounted in desktop data storage unit) 600 dpi laser printer Ethernet connection to acquisition and storage electronics 4mm DAT (digital audio tape) archive system UNIX operating system and utilities TCP/IP and network file system communication software. Floppy drive 20 inch color monitor ECAT Software version 7.2 features, including iterative reconstruction, segmented attenuation correction, and the whole body protocol. ECAT Standard Software: Image Acquisition: Transmission scan Static emission scan Dynamic emission scan Acquisition protocols Image reconstruction and processing Wide variety of reconstruction filters Image size and displacement parameters Calculated or measured attenuation correction. Display Software: Window-oriented to allow simultaneous acquisition, reconstruction, data processing and image display Image zoom and magnification Multi-image static display Any oblique data re-orientation Cine mode display
50
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- Multiple plane dynamic displays Region of interest and image profiles Image filtering, summing and arithmetic Regions of interest and image statistics Screen save/restore operations Image labeling with variable fonts and graphics Interactive color translation table operations Three-dimensional volume interactive data review (transverse, sagittal and coronal displays). Utilities Software: Patient database Patient data archive Motion control System calibration System normalization Performance tests System diagnostics. Educational Software: Multi-media educational package LPP (Let's Play PET) for use on separate Macintosh or ICON (not provided with system). Systems Documentation (1 set): ECAT scanner software manual ECAT scanner hardware manual. 66 block detectors 4224 Bismuth germanate (BGO) crystals 16.2 cm (6.4 inch) axial field of view Simultaneous acquisition of up to 47 contiguous slices 3D acquisition and reconstruction Vertical and horizontal motion patient handling system Data acquisition and electronics ECAT software Operator's console. - --------------------------------------------------------------------------------------- * 800026 GANTRY MOUNTING PLATE/ART SERIES - --------------------------------------------------------------------------------------- * 800006 ISOLATION TRANSFORMER (US+JAPAN) Transformer for isolating ECAT power from line power. - --------------------------------------------------------------------------------------- * 800005 ISOLATION TRANSFORMER (EUROPE) Transformer for isolating ECAT power from line power.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 51
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800014 ERASABLE OPTICAL DISK Additional 2.6 GB erasable optical disk drive for storing data and images at a UltraSPARC Remote Workstation. UltraSPARC Remote Workstation option required for purchase of this option. - --------------------------------------------------------------------------------------- * 800016 CARDIAC GATING Gating trigger input, ECG monitor and ECAT electronics for performing cardiac gating. - --------------------------------------------------------------------------------------- * 800018 EDUCATIONAL SOFTWARE LPP Multimedia educational package LPP (Let's Play PET) for use on separate Macintosh, ICON, or PC. (Macintosh, ICON, or PC not provided with system.) - --------------------------------------------------------------------------------------- * 800015 256MB RTS MEMORY EXPANSION Additional real-time sorter memory expansion. Up to 1 additional memory module may be ordered for up to 512 MB total RTS memory. - --------------------------------------------------------------------------------------- * 800012 ULTRA SPARC REMOTE WORKSTATION UltraSPARC remote workstation for 7.2 systems. Includes the following or better: UltraSPARC 60 1300 500 MB 36 GB disk 20" monitor CD drive floppy drive ECAT software version 7.2 Solaris 2.6 operating system IDL 5.0 runtime license - --------------------------------------------------------------------------------------- * 800020 SUBLIMAL DYE & FILM IMAGER ECAT Codonics medical diagnostic imager (NP-1660M-CTI-01) configuration including dye diffusion/direct thermal dual mode color and greyscale output. Configuration comes equipped with dye diffusion ribbon, 8.5" x 11" paper (100 sheets) and tray and 8" x 10" clear base film (100 sheets) and tray. Also includes postscript and DICOM support. Hardware provided for network connection to ECAT network.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 52
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800027 ART SOURCES KIT (1ST FILLING) Calibration and transmission sources for the ECAT ART. These sources are to be purchased with a new ECAT ART scanner order. Sources consist of the following: 1 LS-ART Set-up Source 1 CS-ART Uniform Phantom 1 Phantom Shield 1 set of Cs-137 Point Sources - --------------------------------------------------------------------------------------- * 800019 REMOTE DIAGNOSTICS MODEM - ISDN ISDN modem for ECAT remote diagnostics, for use by the ECAT service engineer and ECAT Technical Support. - --------------------------------------------------------------------------------------- * 800021 UNINTERRUPTIBLE POWER SUPPLY Uninterruptible Power Supply (UPS) option providing 10 minutes of back up power enabling proper shut down of system in the event of power loss. Specifications: 6.0 KVA, 120/240 Volts, 50/60 Hertz. US only. - --------------------------------------------------------------------------------------- * 800044 ART DOCUMENTATION One set ACCEL service documentation and users' manuals. - --------------------------------------------------------------------------------------- * 800037 REMOTE START FOOTSWITCH Footswitch for starting scan acquisitions remotely from the console workstation without the necessity of pressing the remote start button on the gantry control panel. Most commonly used for performing studies where dose injection is administered from the rear of the gantry and when employing very short-lived isotopes. The footswitch is connected to the scanner gantry through the gantry entrance panel, located on bottom port side. Footswitch is supplied with 10 ft cable. A sound is reported when the footswitch is depressed. Maximum of two footswitches may be ordered per scanner. Requires version 7.2 software. - --------------------------------------------------------------------------------------- * 800013 ULTRASPARC DISPLAY WORKSTATION An UltraSPARC 10 workstation configured primarily for display. Includes the following or better: - Ultra10 440MHz UltraSPARC II processor - 256 MB RAM memory - 20 GB hard drive - 32X CD-ROM - Floppy drive, keyboard, and mouse - 21 inch color monitor - ECAT Software version 7.2 - IDL 5.0 runtime license
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 53
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800039 SURGE SUPRESSOR - US ONLY Single phase, 240 VAC, AC power panel surge protection system to protect from transient over voltages. US only. - --------------------------------------------------------------------------------------- * 800051 ART SOURCES KIT (REPLACEMENT) Calibration sources for the ECAT ART. These sources are to be purchased on an annual basis. Sources consist of the following: 1 LS-LA Set-up rod 1 CS-20-1 Low Activity Uniform Phantom - --------------------------------------------------------------------------------------- * 800045 PERFORMANCE TESTING ECAT ART: 3D axial resolution, 3D transaxial resolution, 3D sensitivity, 3D uniformity, and 3D count rate performed according to NEMA. Modifications, changes or additions to these tests subject to factory approval and quotation. All radioisotopes (e.g. Flourine-18) to be provided by the site. ECAT EXACT, ACCEL and HR+: 2D and 3D axial resolution, 2D and 3D transaxial resolution, 2D and 3D sensitivity, 2D and 3D uniformity, and 3D count rate performed according to NEMA. Modifications, changes or additions to these tests subject to factory approval and quotation. All radioisotopes (e.g. Flourine-18) to be provided by the site. - --------------------------------------------------------------------------------------- * 800048 PET APPLICATIONS TRAINING (PER DAY) Operator's training for ECAT Scanners performed by applications specialist. Scheduling for training available upon request. Standard 7.2 software training consists of 3 working days. New scanner installation training consists of five to ten working days. - ---------------------------------------------------------------------------------------
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 54
DICOM currently under review and in the event that DICOM is required CPS Product Management should be contacted. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 55
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- 800000 ECAT EXACT POSITRON EMISSION * TOMOGRAPHY (PET) SYSTEM The ECAT EXACT is a high-resolution positron emission tomography system for imaging biochemical processes and metabolism for whole body applications. The multi-detector ring system provides 2D & 3D acquisition and reconstruction in the static and dynamic modes. The ECAT EXACT consists of a 47 image plane system with a 16.2 cm field of view. High spatial slice resolution in transaxial and axial dimensions Three-dimensional display of organs with a large axial view Excellent volume sensitivity Fast acquisition and reconstruction of 64 x 64, 128 x 128, 256 x 256 matrices High-resolution, flicker free, color display monitor Unique block detector technology provides excellent temporal and energy resolution response Simultaneous data acquisition and image reconstruction for high patient throughput Retractable rotating rod source holders for quick and accurate attenuation correction (Ge-68 is available in safe, solid form from recommended vendors). Water-cooled gantry for quiet operation. Window-oriented operating software. The system consists of: Whole Body Ring Detector Gantry: 824 mm detector ring diameter. 56.2 cm gantry aperture 16.2 cm (6.4 inch) axial field of view Nine laser lines for precise, reproducible patient positioning Dual operator controls on gantry for positioning from either side of patient Count rate monitor at gantry control panels Three integrated retractable transmission rod source holders which extend/retract from a lead housing under computer control for enhanced patient throughput and reduced radiation exposure.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 56
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- Patient Handling System: Low attenuation foam core carbon fiber pallet 57 to 93 cm (22 to 36 inch) vertical motion range 195 cm (77 inch) horizontal scan range Low attenuation head holder Maximum patient weight of 159 kg (350 lbs.). Data Acquisition/Processing and Storage Electronics: Image plane coincidence processor Real-time sorter (RTS) with 256 MB memory VME Bus acquisition controller SCSI adapter to the VME Bus 18.0 GB GB acquisition disk Ethernet interface to operator's console Operator's Console, including the following: UltraSPARC 60 Workstation with dual 450 MHz CPUs 1.0 GB main memory 36 GB internal disk storage 4.1 GB erasable optical storage for archiving image data CD ROM drive (mounted in desktop data storage unit) 600 dpi laser printer Ethernet connection to acquisition and storage electronics 4mm DAT (digital audio tape) archive system UNIX operating system and utilities TCP/IP and network file system communication software. Floppy drive 20 inch color monitor ECAT Software version 7.2 features, including iterative reconstruction, segmented attenuation correction, and the whole body protocol. ECAT Standard Software: Image Acquisition: Transmission scan Static emission scan Dynamic emission scan Acquisition protocols Image reconstruction and processing Wide variety of reconstruction filters Image size and displacement parameters Calculated or measured attenuation correction. Display Software: Window-oriented to allow simultaneous acquisition, reconstruction, data processing and image display
57
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- Image zoom and magnification Multi-image static display Any oblique data re-orientation Cine mode display Multiple plane dynamic displays Region of interest and image profiles Image filtering, summing and arithmetic Regions of interest and image statistics Screen save/restore operations Image labeling with variable fonts and graphics Interactive color translation table operations Three-dimensional volume interactive data review (transverse, sagittal and coronal displays). Utilities Software: Patient database Patient data archive Motion control System calibration System normalization Performance tests System diagnostics. Educational Software: Multi-media educational package LPP (Let's Play PET) for use on separate Macintosh or ICON (not provided with system). Systems Documentation (1 set): ECAT scanner software manual ECAT scanner hardware manual. Water-cooled, whole-body gantry 9216 Bismuth germanate (BGO) crystals 16.2 cm (6.4 inch) axial field of view Simultaneous acquisition of up to 47 contiguous slices 23 interplane retractable septa for high axial resolution, high sensitivity, and minimum scatter to permit 3-D acquisition. Full-body patient couch and head holder Data acquisition and electronics ECAT Software Operator's console and peripherals - --------------------------------------------------------------------------------------- * 800004 GANTRY MOUNTING PLATE / EXACT SERIES Mounting plate required for siting ECAT scanner. - --------------------------------------------------------------------------------------- * 800009 GANTRY COOL WATER/WATER CHILLER Quiet, closed system water/water thermal transfer colling system. Requires onsite chilled water (10-15 C, 50-59 F). The water system may be sited in the scanner room, given sufficient space.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 58
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800006 ISOLATION TRANSFORMER (US+JAPAN) Transformer for isolating ECAT power from line power. - --------------------------------------------------------------------------------------- * 800005 ISOLATION TRANSFORMER (EUROPE) Transformer for isolating ECAT power from line power. - --------------------------------------------------------------------------------------- * 800007 GANTRY AIR/WATER CHILLER(50Hz) Closed system air/water chiller. Requires onsite chilled water. Requires siting in well-ventilated utility room. - --------------------------------------------------------------------------------------- * 800008 GANTRY AIR/WATER CHILLER (60Hz) Closed system air/water chiller. Requires siting in well-ventilated utility room. - --------------------------------------------------------------------------------------- * 800014 ERASABLE OPTICAL DISK Additional 2.6 GB erasable optical disk drive for storing data and images at a UltraSPARC Remote Workstation. UltraSPARC Remote Workstation option required for purchase of this option. - --------------------------------------------------------------------------------------- * 800016 CARDIAC GATING Gating trigger input, ECG monitor and ECAT electronics for performing cardiac gating. - --------------------------------------------------------------------------------------- * 800018 EDUCATIONAL SOFTWARE LPP Multimedia educational package LPP (Let's Play PET) for use on separate Macintosh, ICON, or PC. (Macintosh, ICON, or PC not provided with system.) - --------------------------------------------------------------------------------------- * 800015 256MB RTS MEMORY EXPANSION Additional real-time sorter memory expansion. Up to 1 additional memory module may be ordered for up to 512 MB total RTS memory.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 59
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800012 ULTRA SPARC REMOTE WORKSTATION UltraSPARC remote workstation for 7.2 systems. Includes the following or better: UltraSPARC 60 1300 500 MB 36 GB disk 20" monitor CD drive floppy drive ECAT software version 7.2 Solaris 2.6 operating system IDL 5.0 runtime license - --------------------------------------------------------------------------------------- * 800020 SUBLIMAL DYE & FILM IMAGER ECAT Codonics medical diagnostic imager (NP-1660M-CTI-01) configuration including dye diffusion/direct thermal dual mode color and greyscale output. Configuration comes equipped with dye diffusion ribbon, 8.5" x 11" paper (100 sheets) and tray and 8" x 10" clear base film (100 sheets) and tray. Also includes postscript and DICOM support. Hardware provided for network connection to ECAT network. - --------------------------------------------------------------------------------------- * 800019 REMOTE DIAGNOSTICS MODEM - ISDN ISDN modem for ECAT remote diagnostics, for use by the ECAT service engineer and ECAT Technical Support. - --------------------------------------------------------------------------------------- * 800021 UNINTERRUPTIBLE POWER SUPPLY Uninterruptible Power Supply (UPS) option providing 10 minutes of back up power enabling proper shut down of system in the event of power loss. Specifications: 6.0 KVA, 120/240 Volts, 50/60 Hertz. US only. - --------------------------------------------------------------------------------------- * 800022 ECAT MOBILE OPTION Required for all ECAT scanners planned for mobile installation. ECAT scanners installed in mobile environments require power to the scanner at all times, including when scanner is not in use, and that environmental requirements specified in the ECAT Site Planning Guide be met at all times. The ECAT Mobile Option includes items necessary for installation of the ECAT into a mobile coach or trailer. Includes: 6.0 kVA UPS, documentation and manuals
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 60
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- specific to mobile environments, bed stanchions for transport, and modified phantom shields. Coach/trailer not included. - --------------------------------------------------------------------------------------- * 800025 EXACT MOBILE SOURCES KIT (1ST FILLING) Calibration and transmission sources for the mobile ECAT EXACT. These sources are to be purchased with new mobile EXACT orders. Includes the following: 1 set of rods 1 CS-20-1 Uniform Phantom 1 CS-20-3 Uniform Phantom 1 LS-LA Set-up Source - --------------------------------------------------------------------------------------- * 800037 REMOTE START FOOTSWITCH Footswitch for starting scan acquisitions remotely from the console workstation without the necessity of pressing the remote start button on the gantry control panel. Most commonly used for performing studies where dose injection is administered from the rear of the gantry and when employing very short-lived isotopes. The footswitch is connected to the scanner gantry through the gantry entrance panel, located on bottom port side. Footswitch is supplied with 10 ft cable. A sound is reported when the footswitch is depressed. Maximum of two footswitches may be ordered per scanner. Requires version 7.2 software. - --------------------------------------------------------------------------------------- * 800013 ULTRASPARC DISPLAY WORKSTATION An UltraSPARC 10 workstation configured primarily for display. Includes the following or better: - Ultra10 440MHz UltraSPARC II processor - 256 MB RAM memory - 20 GB hard drive -32X CD-ROM - Floppy drive, keyboard, and mouse - 21 inch color monitor - ECAT Software version 7.2 - IDL 5.0 runtime license - --------------------------------------------------------------------------------------- * 800039 SURGE SUPRESSOR - US ONLY Single phase, 240 VAC, AC power panel surge protection system to protect from transient over voltages. US only.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 61
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800010 EXACT SOURCES KIT (1ST FILLING) Calibration and transmission sources for the ECAT EXACT. These sources are to be purchased with a new ECAT EXACT scanner order. Sources consist of the following: 1 Set of Rods (LS-EXACT) 1 CS-20-3 High Activity Uniform Phantom 1 CS-20-1 Low Activity Uniform Phantom 1 LS-LA Set-up rod 2 CS-20-S Phantom Shields - --------------------------------------------------------------------------------------- * 800052 EXACT SOURCES KIT (REPLACEMENT) Calibration and transmission sources for the ECAT EXACT. These sources are to be purchased on an annual basis. Sources consist of the following: 1 Set of Rods (LS-EXACT) 1 CS-20-3 High Activity Uniform Phantom - --------------------------------------------------------------------------------------- * 800042 EXACT DOCUMENTATION One set EXACTservice documentation and users' manuals. - --------------------------------------------------------------------------------------- * 800045 PERFORMANCE TESTING ECAT ART: 3D axial resolution, 3D transaxial resolution, 3D sensitivity, 3D uniformity, and 3D count rate performed according to NEMA. Modifications, changes or additions to these tests subject to factory approval and quotation. All radioisotopes (e.g. Flourine-18) to be provided by the site. ECAT EXACT, ACCEL and HR+: 2D and 3D axial resolution, 2D and 3D transaxial resolution, 2D and 3D sensitivity, 2D and 3D uniformity, and 3D count rate performed according to NEMA. Modifications, changes or additions to these tests subject to factory approval and quotation. All radioisotopes (e.g. Flourine-18) to be provided by the site. - --------------------------------------------------------------------------------------- * 800048 PET APPLICATIONS TRAINING (PER DAY) Operator's training for ECAT Scanners performed by applications specialist. Scheduling for training available upon request. Standard 7.2 software training consists of 3 working days. New scanner installation training consists of five to ten working days.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 62
DICOM currently under review and in the event that DICOM is required CPS Product Management should be contacted. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 63
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800001 ECAT EXACT HR+ POSITRON EMISSION * TOMOGRAPHY (PET) SYSTEM The ECAT EXACT HR+ is a whole-body positron emission tomography system providing 3D volume measurements of metabolic and physiologic processes. The multi-detector ring system provides 3D acquisition and reconstruction in the static and dynamic modes and consists of 63 image planes with a 15.5 cm field of view. High spatial slice resolution in transaxial and axial dimensions Three-dimensional display of organs with a large axial view Excellent volume sensitivity Fast acquisition and reconstruction of 64 x 64, 128 x 128, and 256 x 256 matrices High-resolution, flicker free, color display monitor Unique block detector technology provides excellent temporal and energy resolution response Simultaneous data acquisition and image reconstruction for high patient throughput Retractable rotating rod source holders for quick and accurate attenuation correction (Ge-68 is available in safe, solid form from recommended vendors). Menu driven, window-oriented operating software. The system consists of: Whole Body Ring Detector Gantry: 824 mm detector ring diameter. 56.2 cm gantry aperture 15.5 cm axial field of view Nine laser lines for precise, reproducible patient positioning Dual operator controls on gantry for positioning from either side of patient Count rate monitor at gantry control panels Three integrated retractable transmission rod source holders which extend/retract from a lead housing under computer control for enhanced patient throughput and reduced radiation exposure.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 64
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- Patient Couch: Low attenuation foam core carbon fiber pallet 57 to 93 cm (22 to 36 inch) vertical motion range 195 cm (77 inch) horizontal scan range Low attenuation head holder Maximum patient weight of 159 kg (350 lbs.). Data Acquisition/Processing and Storage Electronics: Image plane coincidence processor Real-time sorter (RTS) with 256 MB memory VME Bus acquisition controller SCSI adapter to the VME Bus 18.0 GB GB acquisition disk Ethernet interface to operator's console Operator's Console, including the following: UltraSPARC 60 Workstation with dual 450 MHz CPUs 1.0 GB main memory 36 GB internal disk storage 4.1 GB erasable optical storage for archiving image data CD ROM drive (mounted in desktop data storage unit) 600 dpi laser printer Ethernet connection to acquisition and storage electronics 4mm DAT (digital audio tape) archive system UNIX operating system and utilities TCP/IP and network file system communication software. Floppy drive 20 inch color monitor ECAT Software version 7.2 features, including iterative reconstruction, segmented attenuation correction, and the whole body protocol. ECAT Standard Software: Image Acquisition: Transmission scan Static emission scan Dynamic emission scan Acquisition protocols Image reconstruction and processing Wide variety of reconstruction filters Image size and displacement parameters Calculated or measured attenuation correction. Display Software: Window-oriented to allow simultaneous acquisition, reconstruction, data processing and image display Image zoom and magnification
65
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- Multi-image static display Any oblique data re-orientation Cine mode display Multiple plane dynamic displays Region of interest and image profiles Image filtering, summing and arithmetic Regions of interest and image statistics Screen save/restore operations Image labeling with variable fonts and graphics Interactive color translation table operations Three-dimensional volume interactive data review (transverse, sagittal and coronal displays). Utilities Software: Patient database Patient data archive Motion control System calibration System normalization Performance tests System diagnostics. Educational Software: Multi-media educational package LPP (Let's Play PET) for use on separate Macintosh or ICON (not provided with system). Systems Documentation (1 set): ECAT scanner software manual ECAT scanner hardware manual. Water-cooled, whole-body gantry 18,432 Bismuth germanate (BGO) crystals 15.5 cm axial field of view Simultaneous acquisition of up to 63 contiguous slices 31 interplane retractable septa for high axial resolution, high sensitivity, and 3-D acquisition and reconstruction. Full-body patient couch and head holder Data acquisition and electronics ECAT Software Operator's workstations - --------------------------------------------------------------------------------------- * 800004 GANTRY MOUNTING PLATE / EXACT SERIES Mounting plate required for siting ECAT scanner. - --------------------------------------------------------------------------------------- * 800009 GANTRY COOL WATER/WATER CHILLER Quiet, closed system water/water thermal transfer colling system. Requires onsite chilled water (10-15 C, 50-59 F). The water system may be sited in the scanner room, given sufficient space.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 66
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800006 ISOLATION TRANSFORMER (US+JAPAN) Transformer for isolating ECAT power from line power. - --------------------------------------------------------------------------------------- * 800005 ISOLATION TRANSFORMER (EUROPE) Transformer for isolating ECAT power from line power. - --------------------------------------------------------------------------------------- * 800007 GANTRY AIR/WATER CHILLER(50HZ) Closed system air/water chiller. Requires onsite chilled water. Requires siting in well-ventilated utility room. - --------------------------------------------------------------------------------------- * 800008 GANTRY AIR/WATER CHILLER (60HZ) Closed system air/water chiller. Requires siting in well-ventilated utility room. - --------------------------------------------------------------------------------------- * 800014 ERASABLE OPTICAL DISK Additional 2.6 GB erasable optical disk drive for storing data and images at a UltraSPARC Remote Workstation. UltraSPARC Remote Workstation option required for purchase of this option. - --------------------------------------------------------------------------------------- * 800016 CARDIAC GATING Gating trigger input, ECG monitor and ECAT electronics for performing cardiac gating. - --------------------------------------------------------------------------------------- * 800018 EDUCATIONAL SOFTWARE LPP Multimedia educational package LPP (Let's Play PET) for use on separate Macintosh, ICON, or PC. (Macintosh, ICON, or PC not provided with system.) - --------------------------------------------------------------------------------------- * 800015 256MB RTS MEMORY EXPANSION Additional real-time sorter memory expansion. Up to 1 additional memory module may be ordered for up to 512 MB total RTS memory.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 67
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800012 ULTRA SPARC REMOTE WORKSTATION UltraSPARC remote workstation for 7.2 systems. Includes the following or better: UltraSPARC 60 1300 500 MB 36 GB disk 20" monitor CD drive floppy drive ECAT software version 7.2 Solaris 2.6 operating system IDL 5.0 runtime license - --------------------------------------------------------------------------------------- * 800020 SUBLIMAL DYE & FILM IMAGER ECAT Codonics medical diagnostic imager (NP-1660M-CTI-01) configuration including dye diffusion/direct thermal dual mode color and greyscale output. Configuration comes equipped with dye diffusion ribbon, 8.5" x 11" paper (100 sheets) and tray and 8" x 10" clear base film (100 sheets) and tray. Also includes postscript and DICOM support. Hardware provided for network connection to ECAT network. - --------------------------------------------------------------------------------------- * 800023 HR+ SOURCES KIT (1ST FILLING) Calibration and transmission sources for the ECAT EXACT HR+. These sources are to be purchased with a new ECAT EXACT HR+ scanner order. Sources consist of the following: 1 Set of Rods 1 CS-20 Uniform Phantom 1 CS-ART Uniform Phantom 1 LS-LA Set-up Source 2 Phantom Shields - --------------------------------------------------------------------------------------- * 800019 REMOTE DIAGNOSTICS MODEM - ISDN ISDN modem for ECAT remote diagnostics, for use by the ECAT service engineer and ECAT Technical Support. - --------------------------------------------------------------------------------------- * 800021 UNINTERRUPTIBLE POWER SUPPLY Uninterruptible Power Supply (UPS) option providing 10 minutes of back up power enabling proper shut down of system in the event of power loss. Specifications: 6.0 KVA, 120/240 Volts, 50/60 Hertz. US only.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 68
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800037 REMOTE START FOOTSWITCH Footswitch for starting scan acquisitions remotely from the console workstation without the necessity of pressing the remote start button on the gantry control panel. Most commonly used for performing studies where dose injection is administered from the rear of the gantry and when employing very short-lived isotopes. The footswitch is connected to the scanner gantry through the gantry entrance panel, located on bottom port side. Footswitch is supplied with 10 ft cable. A sound is reported when the footswitch is depressed. Maximum of two footswitches may be ordered per scanner. Requires version 7.2 software. - --------------------------------------------------------------------------------------- * 800013 ULTRASPARC DISPLAY WORKSTATION An UltraSPARC 10 workstation configured primarily for display. Includes the following or better: - Ultra10 440MHz UltraSPARC II processor - 256 MB RAM memory - 20 GB hard drive -32X CD-ROM - Floppy drive, keyboard, and mouse - 21 inch color monitor - ECAT Software version 7.2 - IDL 5.0 runtime license - --------------------------------------------------------------------------------------- * 800039 SURGE SUPRESSOR - US ONLY Single phase, 240 VAC, AC power panel surge protection system to protect from transient over voltages. US only. - --------------------------------------------------------------------------------------- * 800045 PERFORMANCE TESTING ECAT ART: 3D axial resolution, 3D transaxial resolution, 3D sensitivity, 3D uniformity, and 3D count rate performed according to NEMA. Modifications, changes or additions to these tests subject to factory approval and quotation. All radioisotopes (e.g. Flourine-18) to be provided by the site. ECAT EXACT, ACCEL and HR+: 2D and 3D axial resolution, 2D and 3D transaxial resolution, 2D and 3D sensitivity, 2D and 3D uniformity, and 3D count rate performed according to NEMA. Modifications, changes or additions to these tests subject to factory approval and quotation. All radioisotopes (e.g. Flourine-18) to be provided by the site.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 69
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800048 PET APPLICATIONS TRAINING (PER DAY) Operator's training for ECAT Scanners performed by applications specialist. Scheduling for training available upon request. Standard 7.2 software training consists of 3 working days. New scanner installation training consists of five to ten working days. - --------------------------------------------------------------------------------------- * 800049 HR+ SOURCES KIT (REPLACEMENT) Calibration and transmission sources for the ECAT EXACT HR+. These sources are to be purchased on an annual basis. Sources consist of the following: 1 Set of Rods (LS-HR+) 1 CS-20-3 High Activity Uniform Phantom - --------------------------------------------------------------------------------------- * 800043 EXACT HR+ DOCUMENTATION One set EXACT HR+ service documentation and users' manuals. - --------------------------------------------------------------------------------------- * *
DICOM currently under review and in the event that DICOM is required CPS Product Management should be contacted. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 70
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- 800033 PET/CT The PET/CT Tomograph is a whole-body tomograph designed for the purposes of oncological imaging and diagnosis: - high-resolution, high-countrate, positron emission tomography (PET) imaging of metabolic and physiologic processes. - high performance spiral computed tomography (CT) applications. - highest quality metabolic and anatomic image registration and fusion for optimal lesion detection and identification within the body habitus. - highest quality attenuation correction for quantitative PET imaging. - highest quality scatter correction for PET imaging. The PET imaging capability of the PET/CT Tomograph consists of the ECAT EXACT HR+ multi-detector ring system with 3D acquisition and reconstruction and 63 image planes with a 15.5 cm axial field of view. - High spatial slice resolution in transaxial and axial dimensions. - Finest slice spacing (2.4 mm) - Three-dimensional display of organs with a large axial view. - Excellent volume sensitivity. - Fast acquisition and reconstruction of 128 x 128, 256 x 256, and 512 x 512 matrices. - Unique block detector technology provides excellent temporal and energy resolution response. - Simultaneous data acquisition and image reconstruction for high patient throughput. - Dynamic, static, and whole body acquisition capability. - 824 mm detector ring diameter. - 70 cm gantry aperture. - 15.5 cm axial field of view. - Dual operator controls on gantry for positioning from either side of patient. The CT imaging capability of the PET/CT Tomograph consists of the SOMATOM Emotion featuring a full range of SPIRAL CT clinical applications with highest performance.
71
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- - UFCTM (Ultrafast Ceramic) detector system for excellent image quality with minimal dose requirement - Siemens DURA 302 high-performance CT x-ray tube assembly with Flying Focal Spot allows a doubling of projections for high resolution, artifact free imaging throughout the entire 50 cm scan field for all scan modes - High voltage range: 80, 110 and 130kV - Tube current range: 30 to 240 mA - Flying focal spot sizes: 0.8 x 0.4mm, 0.8 x 0.7mm (IEC3 36/93) - DURAMATIC(R) High Power X-ray generator operating at 40kW - Gantry rotation speed: 0.8s, 1s, 1.5s - 70 cm gantry opening for very large patients and additional access to the patient for preparation and interventional examinations - 50 cm scan field of view in all scan modes including high resolution - High resolution lung studies with large field of view - Reproducible head studies: reduced image artifacts due to patient positioning Scanning Modes The SOMATOM Emotion's Scanning and Evaluation Software provides a full range of scanning and image evaluation choices to provide the best diagnostic information based on the CT images. TOPOGRAM TOPOGRAM for definition of the scan area of interest - Scanning views: a.p., p.a. and lateral; - 30 degree steps optional - Scan field length: 128mm, 256mm, 512mm or 1024mm TOMOGRAM Slice Thickness: 1,2,3,5,8 and 10mm SPIRAL CT Volume scanning with continuous table feed for both body and neuro examinations. Examination can be divided into multiple coverage ranges (Multi Spiral mode) to optimize throughput, resolution and contrast utilization. DYNAMIC Serial scanning in a single slice position with variable scan cycle times to examine time-related contrast medium dynamics.
72
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- SERIO Fast dynamic single scans in a single slice location. Variable delay between scans for time-dependent examinations. Patient Handling System - Reinforced cantilever design for maximum patient support and absolute positioning between PET and CT scan. - Integrated patient table design for easy patient positioning. - Low attenuation carbon fiber pallet. - 48 to 88 cm (19 to 34 inch) vertical motion range. - 150 cm (59 inch) horizontal scan range. - Low attenuation head holder. - Maximum patient weight of 204 kg (450 lbs.). Image Control System (ICS) User Console provides streamlined work flow for easy and fast patient scanning and evaluation. It's windows user interface is designed for optimal system operation, scan monitoring, image evaluation, filming and archiving - High resolution 53cm (21 inch) color monitor - Console desk with keyboard, scan control box and mouse - Intercom system and user programmable Automatic Patient Instruction system (API) - Syngo based Windows NT platform Image Reconstruction System (IRS) High performance system for fast image reconstruction and evaluation as well as management of CT images - 3 sec per image reconstruction time (512x512) ACS III PET Acquisition System Supports static, dynamic, whole body, and gated (optional) acquisition modes Display Workstation - High performance display system provides advanced multi-modality image display and data fusion capabilities. Supports image coregistration. - High resolution 53 cm (21 inch) color monitor - Keyboard and mouse - Syngo based Windows NT platform Image Evaluation Complete software-guided image evaluation program for all diagnostic requirements.
73
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- Networking and Documentation Connection to a local Ethernet network for communication with network printers, diagnostic and therapy workstations, RIS systems and teleradiology routers. - Freely configurable network stations; unlimited selection of stations - Support of DICOM 3.0 standard (Digital Imaging and Communications in Medicine) for the transfer of information between DICOM-compatible units from different manufacturers. The scope of function is described in detail in the DICOM Conformance Statement and comprises the following standard functions: - Send/Receive - Query/Retrieve - BasicPrint - Get Worklist (HIS/RIS) - Image data exchange with MR and therapy units as well as workstations and teleradiology routers which support the DICOM 3.0 standard System Documentation (1 set) Software manual Hardware manual - --------------------------------------------------------------------------------------- * 800009 GANTRY COOL WATER/WATER CHILLER Quiet, closed system water/water thermal transfer colling system. Requires onsite chilled water (10-15 C, 50-59 F). The water system may be sited in the scanner room, given sufficient space. - --------------------------------------------------------------------------------------- * 800006 ISOLATION TRANSFORMER (US+JAPAN) Transformer for isolating ECAT power from line power. - --------------------------------------------------------------------------------------- * 800005 ISOLATION TRANSFORMER (EUROPE) Transformer for isolating ECAT power from line power. - --------------------------------------------------------------------------------------- * 800007 GANTRY AIR/WATER CHILLER(50HZ) Closed system air/water chiller. Requires onsite chilled water. Requires siting in well-ventilated utility room. - --------------------------------------------------------------------------------------- * 800008 GANTRY AIR/WATER CHILLER (60HZ) Closed system air/water chiller. Requires siting in well-ventilated utility room.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 74
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800018 EDUCATIONAL SOFTWARE LPP Multimedia educational package LPP (Let's Play PET) for use on separate Macintosh, ICON, or PC. (Macintosh, ICON, or PC not provided with system.) - --------------------------------------------------------------------------------------- * 800020 SUBLIMAL DYE & FILM IMAGER ECAT Codonics medical diagnostic imager (NP-1660M-CTI-01) configuration including dye diffusion/direct thermal dual mode color and greyscale output. Configuration comes equipped with dye diffusion ribbon, 8.5" x 11" paper (100 sheets) and tray and 8" x 10" clear base film (100 sheets) and tray. Also includes postscript and DICOM support. Hardware provided for network connection to ECAT network. - --------------------------------------------------------------------------------------- * 800038 RTP FLAT PALLET Flat pallet adapter allows imaging for radiation therapy planning. (for use with PET/CT patient bed only) - --------------------------------------------------------------------------------------- * 800047 PET/CT SOURCES KIT (1ST FILLING) Calibration sources for the PET-CT. These sources are to be purchased with a new PET-CT scanner order. Sources consist of the following: 1 LS-LA Set-up rod 1 CS-20-1 Low Activity Uniform Phantom 1 CS-20-S Phantom Shield - --------------------------------------------------------------------------------------- * 800054 PET/CT SOURCES KIT (REPLACEMENT) Calibration sources for the PET-CT. These sources are to be purchased with a new PET-CT scanner order. Sources consist of the following: 1 LS-LA Set-up rod 1 CS-20-1 Low Activity Uniform Phantom - --------------------------------------------------------------------------------------- * 800045 PERFORMANCE TESTING ECAT ART: 3D axial resolution, 3D transaxial resolution, 3D sensitivity, 3D uniformity, and 3D count rate performed according to NEMA. Modifications, changes or additions to
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 75
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- these tests subject to factory approval and quotation. All radioisotopes (e.g. Flourine-18) to be provided by the site. ECAT EXACT, ACCEL and HR+: 2D and 3D axial resolution, 2D and 3D transaxial resolution, 2D and 3D sensitivity, 2D and 3D uniformity, and 3D count rate performed according to NEMA. Modifications, changes or additions to these tests subject to factory approval and quotation. All radioisotopes (e.g. Flourine-18) to be provided by the site. - --------------------------------------------------------------------------------------- * 800048 PET APPLICATIONS TRAINING (PER DAY) Operator's training for ECAT Scanners performed by applications specialist. Scheduling for training available upon request. Standard 7.2 software training consists of 3 working days. New scanner installation training consists of five to ten working days.
PART NUMBER ITEM US LIST PRICE - ----------- ---- ------------- 800056 ECAT EMERGE * * REQUIRED EXTENSIONS 800026 Gantry Mounting Plate/ART Series * 800006 Isolation Transformer (US+Japan) 800005 Isolation Transformer (Europe) * OPTIONAL EXTENSIONS 800014 Erasable Optical Disk * 800016 Cardiac Gating 800018 Educational Software LPP 800015 256MB RTS Memory Expansion 800012 Ultra SPARC Remote Workstation 800020 Sublimal Dye & Film Imager 800057 EMERGE Sources Kit (1st Filling) nondiscountable 800019 Remote Diagnostics Modem - ISDN 800021 Uninterruptible Power Supply 800059 EMERGE Documentation 800037 Remote Start Footswitch 800013 UltraSPARC Display Workstation 800039 Surge Supressor - US Only 800058 EMERGE Sources Kit (replacement) nondiscountable 800045 Performance Testing nondiscountable 800048 PET Applications Training (per day) nondiscountable
DICOM currently under review and in the event that DICOM is required CPS Product Management should be contacted. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 76
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- 800056 ECAT EMERGE POSITRON EMISSION * TOMOGRAPHY (PET) SYSTEM The ECAT EMERGE is a whole body positron emission tomography system which provides volume measurements of metabolic and physiologic processes. The system consists of the scanner, a patient handling system, and operator's console. The multidetector ring system provides 3D acquisition and reconstruction in static and dynamic modes. Opposing detectors are rotated to produce 47 image planes and a 16.2 cm (6.4 inch) axial field of view. High spatial slice resolution in transaxial and axial dimensions Three-dimensional display of organs with a large axial view Excellent volume sensitivity Fast acquisition and reconstruction of 64 x 64, 128 x 128, and 256 x 256 matrices High-resolution, flicker free, color display monitor Unique block detector technology provides excellent Temporal and energy resolution response Simultaneous data acquisition and image reconstruction for high patient throughput Retractable Cs-137 source holders for quick and accurate attenuation correction (Cs-137 is available from recommended vendors) Menu-driven, window-oriented operating software. The system consists of: Whole Body Ring Detector Gantry: 66 detector blocks in continuous rotation (two banks of a 3x11 detector block configuration) 82 cm (32 inch) detector ring diameter 60 cm (23 inch) patient port 16.2 cm (6.4 inch) axial field of view Nine laser lines for precise, reproducible patient positioning Dual operator controls on gantry for positioning from either side of patient Count rate monitor at gantry control panels
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 77
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- Two integrated retractable transmission rod source holders which extend/retract from a lead housing under computer control for enhanced patient throughput and reduced radiation exposure. Patient Handling System: Low attenuation foam core carbon fiber pallet 57 to 93 cm (22 to 36 inch) vertical motion range 195 cm (77 inch) horizontal scan range Low attenuation head holder Maximum patient weight of 159 kg (350 lbs.). Operator's Console, including the following: UltraSPARC 60 Workstation with dual 450 MHz CPUs 1.0 GB main memory 36 GB internal disk storage 4.1 GB erasable optical storage for archiving image data CD ROM drive (mounted in desktop data storage unit) 600 dpi laser printer Ethernet connection to acquisition and storage electronics 4mm DAT (digital audio tape) archive system UNIX operating system and utilities TCP/IP and network file system communication software. Floppy drive 21 inch color monitor ECAT Software version 7.2 features, including iterative reconstruction, segmented attenuation correction, and the whole body protocol. ECAT Standard Software: Image Acquisition: Transmission scan Static emission scan Dynamic emission scan Acquisition protocols Image reconstruction and processing Wide variety of reconstruction filters Image size and displacement parameters Calculated or measured attenuation correction. Display Software: Window-oriented to allow simultaneous acquisition, reconstruction, data processing and image display Image zoom and magnification Multi-image static display Any oblique data re-orientation Cine mode display
78
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- Multiple plane dynamic displays Region of interest and image profiles Image filtering, summing and arithmetic Regions of interest and image statistics Screen save/restore operations Image labeling with variable fonts and graphics Interactive color translation table operations Three-dimensional volume interactive data review (transverse, sagittal and coronal displays). Utilities Software: Patient database Patient data archive Motion control System calibration System normalization Performance tests System diagnostics. Educational Software: Multi-media educational package LPP (Let's Play PET) for use on separate Macintosh or ICON (not provided with system). Systems Documentation (1 set): ECAT scanner software manual ECAT scanner hardware manual. 66 block detectors 4224 Lutetium oxyorthosilicate (LSO) crystals 16.2 cm (6.4 inch) axial field of view Simultaneous acquisition of up to 47 contiguous slices 3D acquisition and reconstruction Vertical and horizontal motion patient handling system Data acquisition and electronics ECAT software Operator's console. - --------------------------------------------------------------------------------------- * 800026 GANTRY MOUNTING PLATE/ART SERIES - --------------------------------------------------------------------------------------- * 800006 ISOLATION TRANSFORMER (US+JAPAN) Transformer for isolating ECAT power from line power. - --------------------------------------------------------------------------------------- * 800005 ISOLATION TRANSFORMER (EUROPE) Transformer for isolating ECAT power from line power.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 79
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800014 ERASABLE OPTICAL DISK Additional 2.6 GB erasable optical disk drive for storing data and images at a UltraSPARC Remote Workstation. UltraSPARC Remote Workstation option required for purchase of this option. - --------------------------------------------------------------------------------------- * 800016 CARDIAC GATING Gating trigger input, ECG monitor and ECAT electronics for performing cardiac gating. - --------------------------------------------------------------------------------------- * 800018 EDUCATIONAL SOFTWARE LPP Multimedia educational package LPP (Let's Play PET) for use on separate Macintosh, ICON, or PC. (Macintosh, ICON, or PC not provided with system.) - --------------------------------------------------------------------------------------- * 800015 256MB RTS MEMORY EXPANSION Additional real-time sorter memory expansion. Up to 1 additional memory module may be ordered for up to 512 MB total RTS memory. - --------------------------------------------------------------------------------------- * 800012 ULTRA SPARC REMOTE WORKSTATION UltraSPARC remote workstation for 7.2 systems. Includes the following or better: UltraSPARC 60 1300 500 MB RAM memory 36 GB disk 20" monitor CD drive floppy drive ECAT software version 7.2 Solaris 2.6 operating system IDL 5.0 runtime license - --------------------------------------------------------------------------------------- * 800020 SUBLIMAL DYE & FILM IMAGER ECAT Codonics medical diagnostic imager (NP-1660M-CTI-01) configuration including dye diffusion/direct thermal dual mode color and greyscale output. Configuration comes equipped with dye diffusion ribbon, 8.5" x 11" paper (100 sheets) and tray and 8" x 10" clear base film (100 sheets) and tray. Also includes postscript and DICOM support. Hardware provided for network connection to ECAT network.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 80
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800057 EMERGE SOURCES KIT (1ST FILLING) Calibration and transmission sources for the ECAT EMERGE. These sources are to be purchased with a new ECAT EMERGE scanner order. Sources consist of the following: 1 LS-ART Set-up Source 1 CS-ART Uniform Phantom 1 Phantom Shield 1 set of Cs-137 Point Sources - --------------------------------------------------------------------------------------- * 800019 REMOTE DIAGNOSTICS MODEM - ISDN ISDN modem for ECAT remote diagnostics, for use by the ECAT service engineer and ECAT Technical Support. - --------------------------------------------------------------------------------------- * 800021 UNINTERRUPTIBLE POWER SUPPLY Uninterruptible Power Supply (UPS) option providing 10 minutes of back up power enabling proper shut down of system in the event of power loss. Specifications: 6.0 KVA, 120/240 Volts, 50/60 Hertz. US only. - --------------------------------------------------------------------------------------- * 800059 EMERGE DOCUMENTATION One set EMERGE service documentation and users' manuals. - --------------------------------------------------------------------------------------- * 800037 REMOTE START FOOTSWITCH Footswitch for starting scan acquisitions remotely from the console workstation without the necessity of pressing the remote start button on the gantry control panel. Most commonly used for performing studies where dose injection is administered from the rear of the gantry and when employing very short-lived isotopes. The footswitch is connected to the scanner gantry through the gantry entrance panel, located on bottom port side. Footswitch is supplied with 10 ft cable. A sound is reported when the footswitch is depressed. Maximum of two footswitches may be ordered per scanner. Requires version 7.2 software.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 81
PART NUMBER ITEM & DESCRIPTION US LIST PRICE - ----------- ------------------ ------------- * 800013 ULTRASPARC DISPLAY WORKSTATION An UltraSPARC 10 workstation configured primarily for display. Includes the following or better: - Ultra10 440MHz UltraSPARC II processor - 256 MB RAM memory - 20 GB hard drive -32X CD-ROM - Floppy drive, keyboard, and mouse - 21 inch color monitor - ECAT Software version 7.2 - IDL 5.0 runtime license - --------------------------------------------------------------------------------------- * 800039 SURGE SUPRESSOR - US ONLY Single phase, 240 VAC, AC power panel surge protection system to protect from transient over voltages. US only. - --------------------------------------------------------------------------------------- * 800058 EMERGE SOURCES KIT (REPLACEMENT) Calibration sources for the ECAT EMERGE. These sources are to be purchased on an annual basis. Sources consist of the following: 1 LS-LA Set-up rod 1 CS-20-1 Low Activity Uniform Phantom - --------------------------------------------------------------------------------------- * 800045 PERFORMANCE TESTING ECAT ART and EMERGE: 3D axial resolution, 3D transaxial resolution, 3D sensitivity, 3D uniformity, and 3D count rate performed according to NEMA. Modifications, changes or additions to these tests subject to factory approval and quotation. All radioisotopes (e.g. Flourine-18) to be provided by the site. ECAT EXACT, ACCEL and HR+: 2D and 3D axial resolution, 2D and 3D transaxial resolution, 2D and 3D sensitivity, 2D and 3D uniformity, and 3D count rate performed according to NEMA. Modifications, changes or additions to these tests subject to factory approval and quotation. All radioisotopes (e.g. Flourine-18) to be provided by the site. - --------------------------------------------------------------------------------------- * 800048 PET APPLICATIONS TRAINING (PER DAY) Operator's training for ECAT Scanners performed by applications specialist. Scheduling for training available upon request. Standard 7.2 software training consists of 3 working days. New scanner installation training consists of five to ten working days.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 82 EXHIBIT B Prohibited Subdistributors G.E. Medical Systems, Inc. Phillips Medical Systems, Inc. Shimadzu Corporation or any of its subsidiaries Toshiba Corporation Medical Systems Company (Toshiba shall not be prohibited from serving as a subdistributor in the country of Japan only) Marconi Medical Systems, Inc. 83 EXHIBIT C Customer Sales Agreement See attached. 84 EXHIBIT D Transfer Prices Percentages DISTRIBUTOR'S TRANSFER PRICE PERCENTAGES FOR CPS PET SCANNER UNDER A NON-EXCLUSIVE DISTRIBUTION AGREEMENT
U.S.A. ------------------------------------------------------------------------------------------------------- 1 - 25 units 26 - 50 units 51 - 100 units > 100 units ------------------- ------------------- ------------------- ------------------- in US$ Transfer in % of Transfer In % of Transfer in % of Transfer in % of price list price list price list price list -------- ------- -------- ------- -------- ------- -------- ------- ART * % * % * % * % EXACT 47 * % * % * % * % ACCEL * % * % * % * % HR+ * % * % * % * % BGO & LSO * % * % * % * % PET/CT Options * % * % * % * % Emerge * % * % * % * %
R.O.W. ------------------------------------------------------------------------------------------------------- 1 - 25 units 26 - 50 units 51 - 100 units > 100 units ------------------- ------------------- ------------------- ------------------- in US$ Transfer in % of Transfer In % of Transfer in % of Transfer in % of price list price list price list price list -------- ------- -------- ------- -------- ------- -------- ------- ART * % * % * % * % EXACT 47 * % * % * % * % ACCEL * % * % * % * % HR+ * % * % * % * % BGO & LSO * % * % * % * % PET/CT EMERGE * % * % * % * % Options * % * % * % * %
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 85 EXHIBIT E Forecast Format
86 EXHIBIT F Packaging and Labeling "SHIPPING TERMS AND PACKAGING" 1. Standard Labeling. The following internationally recognized symbols shall be affixed to all outside shipping containers that cannot be removed by harsh weather or humidity. Labeling can be spray painted with stencil or with a decal: a. "Do Not Freeze" b. "Keep Dry" c. "Fragile" d. "Handle with Care" e. (Up Arrows) f. "Do not Stack" (if items can be stacked on top of the crate, then you must mark the maximum weight in pounds and kilos allowed) 2. Standard Indicators and Markings. The following indicators and markings shall be affixed to all outside shipping containers that cannot be removed by harsh weather or humidity. Markings must be spray painted with stencil: a. Center of Gravity markings on all outside shipping containers b. "Shockwatch" or "Telatip" indicators on applicable containers c. Markings with an arrow indicating where fork lift drivers can place the forks under pallets and crates d. Temperature parameters for storage during transportation on applicable containers 3. Other Labels and Markings. Any additional labels and markings required by the Distributor will be provided with or indicated on individual purchase orders submitted by Distributor. Placement of all markings shall be done in a uniform fashion for every shipping container where permissible. If the placement of any of these aforementioned items is critical to the Distributor, this will be communicated separately on an as needed basis. 4. Packing List. A Detailed Packing List (DPL) must be provided with every shipment indicating the individual weights (in pounds & kilos) and dimensions (in inches & centimeters) of every shipping container. The DPL must detail all items in the shipment, in which containers those items are packed, and indicate which parent item they belong to. The parent item are the line items ordered on the Distributor's Purchase Order. A copy of the DPL must be included with the physical shipment. In addition, a copy must be sent to the Distributor's Order Logistics department. Upon request, for special export requirements, vendor must supply Distributor with an electronic copy of the DPL in the native format it was created. These requirements apply to both domestic and international shipments unless otherwise specified. 87 EXHIBIT G Warranty, Installation, Applications and Technical Support Specifications and Prices CTI PET SYSTEMS, INC. ECAT SERVICE SUPPORT PRICE LIST
PART NUMBER ITEM US LIST PRICE - ----------- ---- ------------- CALL SUPPORT * 3999900-00 APPLICATIONS AND TECHNICAL SUPPORT CONTRACT Provide 24X7 access to CPS applications and technical support personnel. Coverage is per site per year. Includes remote diagnostic where available. If the technical support personnel determine that additional on-site assistance is required to complete the service incident the proper service entity will be notified to complete the call. It is not the intention to utilize this function to troubleshoot all field service problems, but as a tool to utilize when reasonable efforts have been made to resolve the problem through field service personnel. * 3999900-01 APPLICATIONS AND TECHNICAL TELEPHONE SUPPORT CONTRACT Provide 24X7 access to CPS applications and technical support personnel. Coverage is per site per year. Excludes remote diagnostics. If the technical support personnel determine that additional on-site assistance is required to complete the service incident the proper service entity will be notified to complete the call. It is not the intention to utilize this function to troubleshoot all field service problems, but as a tool to utilize when reasonable efforts have been made to resolve the problem through field service personnel. * PER CALL Provide applications and technical support on a per call basis. Excludes remote diagnostics. If the technical support personnel determine that additional on-site assistance is required to complete the service incident the proper service entity will be notified to complete the call. It is not the intention to utilize this function to troubleshoot all field service problems, but as a tool to utilize when reasonable efforts have been made to resolve the problem through field service personnel.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 88 CTI PET SYSTEMS, INC. ECAT SERVICE SUPPORT PRICE LIST
PART NUMBER ITEM US LIST PRICE - ----------- ---- ------------- APPLICATIONS SUPPORT * 3999901-00 APPLICATIONS TURNOVER CUSTOMER TRAINING A four day training program to be performed concurrently (Monday through Friday). The training is to provide system training for up to three CNMT trained technologists or physicians. Training will be taught in accordance with CPS guidelines. System Acceptance Testing will be demonstrated and completed as part of the training. At completion of training the System Acceptance documentation and sign off by the customer will be completed and supplied to the Customer and the Distributor or their agent. Completion of the Acceptance Documentation is the responsibility of the Distributor. * 3999902-00 ADDITIONAL TRAINING DAYS Minimum * days (* hours) and excludes expenses to be billed separately. * 3999903-00 PERFORMANCE TESTING Onsite performance testing, including 2D and 3D axial resolution, 2D and 3D transaxial resolution, 2D and 3D sensitivity, 2D and 3D uniformity, and 3D count rate performed according to NEMA. Modifications, changes or additions to these tests subject to factory approval and quotation. All radioisotopes (e.g. Flourine-18) to be provided by the site. Work is performed with customer representative, and three days onsite are supplied to complete testing. Documentation will be supplied to the Customer to demonstrate system specification compliance. * TECHNICAL SUPPORT * 3999904-00 ONSITE ASSISTANCE Minimum * days (* hours) and excludes expenses to be billed separately. Provide on-site technical assistance to resolve service incidents that are beyond the ability of the field service personnel to resolve. Dispatch of a Technical Support Engineer will occur when reasonable efforts have been made to resolve the incident via telephone support and at the sole discretion of the appropriate CPS manager. * INSTALLATION SUPPORT * 3999905-00 EXACT, HR+, ACCEL, ART NEW SYSTEM INSTALLATION, CONTINENTAL UNITED STATES Supplied upon notification of site readiness by Distributor or their agent. Failure to provide site readiness can result in delays and additional costs for Distributor. This service includes mechanical and electrical connection of basic PET system, source installation and basic PET scanner system start-up and testing to meet factory specifications. Installation and testing of system options to meet
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 89 CTI PET SYSTEMS, INC. ECAT SERVICE SUPPORT PRICE LIST
PART NUMBER ITEM US LIST PRICE - ----------- ---- ------------- factory specifications will be supplied at additional cost. Completion of Distributor supplied installation documentation and system turnover to Distributor or assigned agent will complete installation. * 3999906-00 EXACT, HR+, ACCEL, ART NEW SYSTEM INSTALLATION, INTERNATIONAL Supplied upon notification of site readiness by Distributor or their agent. Failure to provide site readiness can result in delays and additional costs for Distributor. This service includes mechanical and electrical connection of basic PET system, source installation and basic PET scanner system start-up and testing to meet factory specifications. Installation and testing of system options to meet factory specifications will be supplied at additional cost. Completion of Distributor supplied installation documentation and system turnover to Distributor or assigned agent will complete installation. * PROJECT MANAGEMENT * 3999907-00 PROJECT PLANNING, COMPLETE A CPS Project Specialist will work with the Customer or their agent to finalize site layout and system requirements in accordance to the related Planning Guide. A Final Site Plan will typically be generated in conjunction with this service. Site readiness will be reviewed and signed off prior to shipment of the system by a qualified CPS representative. Supplied as part of this service is up to three (3) on-site trips to meet with the customer or their agents to review construction plans and schedules. Coordination of the pre-installation kit, sources and shipment/rigging of the system will be managed by the CPS Project Specialist. * 3999907-01 PROJECT PLANNING, PRELIMINARY A CPS Project Specialist will travel to the Customer site and review building layout with Customer or their agent. A Planning Guide and a set of typical drawings will be supplied to the Customer and a review of siting requirements will be performed with follow up of requested information. A Preliminary Site Plan will typically be generated in conjunction with this service.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 90 CTI PET SYSTEMS, INC. ECAT SERVICE SUPPORT PRICE LIST
PART NUMBER ITEM US LIST PRICE - ----------- ---- ------------- * 3999908-00 SITE PLANS, COMPLETE Complete drawing set with final siting requirements corresponding to customer supplied architectural drawings and in accordance with the related Planning Guide. Includes preliminary site plans and up to 3 revisions of drawings. A one-week turn around time is customary for each revision. All drawings will be reviewed by a CPS Project Specialist and will only be sent to the Distributor or his agent for dissemination to the Customer. It is the Distributor's responsibility to ensure the Customer completes sign-off of final drawings. * 3999908-01 SITE PLANS, PRELIMINARY Initial room layout drawings and typical drawings corresponding to initial siting information and in accordance with the related Planning Guide. This is typically provided for prospective customers and requires room dimensions to be supplied by Distributor. All drawings will be reviewed by a CPS Project Specialist and will only be sent to the Distributor or his agent for dissemination to the Customer. A one-week turn around time is customary. * SPECIAL HANDLING * 3999909-00 ECAT SEA-FREIGHT PACKAGING Packaging for scanner sea-freight shipping. * SERVICE, LABOR ONLY To be contracted with CPS, Inc. and is due to availability of resources in requested geographical area. Pricing subject to change. PER CALL * REGULAR HOURLY RATE * * * * * * * PER PERIOD PER SITE Coverage is for one site and includes an obligation to respond as if under a service agreement with a 1/2 hour phone response and a 4-hour on-site response. This covers 8 AM to 5 PM, Monday through Friday. Service outside this will be billed on a per call basis.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 91 CTI PET SYSTEMS, INC. ECAT SERVICE SUPPORT PRICE LIST
PART NUMBER ITEM US LIST PRICE - ----------- ---- ------------- 3999910-00 Weekly * 3999910-01 Monthly * 3999910-02 6 Month * 3999910-03 1 Year * * TECHNICAL TRAINING * 3999911-00 EXACT, HR+, ACCEL, ART FIELD SERVICE ENGINEER Technical training of the Service Engineers and selected customers in scanner and computer architecture, troubleshooting, installation and preventative maintenance. Tuition includes hotel, all printed material, and classroom supplies. * TECHNICAL DOCUMENTATION * 3999912-00 EXACT, HR+, ACCEL, ART DOCUMENTATION SET User and technical documentation.
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 92 EXHIBIT H Spare Parts ECAT SPARE/SERVICE COMPONENTS PROCEDURES As with previous distributions, the spare/service part listing has been modified to reflect our current level of component availability, removal of items not shipped during the last two years and additions to accommodate product needs. Should there be a requirement for components which are not on this revised list, quotations will be provided on a case-by-case basis. In all likelihood, such items will not be available on an SD/P-1* basis. Orders for such components will not be accepted or processed without written approval by either the Spare Parts Manager or the ECAT Systems Engineering Manager. *SD/P1 means the system is down and every effort will be made to expedite these orders as Priority One. The following guidelines/procedures are used for spare/service/warranty components and are provided as a matter of information: > All sales and all shipments will be at the Transfer Price established by Section 5(b) of the Agreement to which this Exhibit is attached.. Components may be new or reconditioned, at the discretion of CPS. > Except as set forth below, credit for returns (per the current spare parts price list) will be issued within 30 days of receipt of the returned component provided, of course, that there is no visible physical damage to the component and also provided that the component is returned within 30 days from the date a component is shipped to Distributor in the U.S. and 60 days from the date a component is shipped to Distributor outside the United States. [NOTE: NO CREDIT WILL BE GIVEN FOR USED COMPONENTS RETURNED FROM FIELD UPGRADES (E.G., ACS II UPGRADES) SINCE THESE ARE OPTIONS ORDERED BY THE CUSTOMER.] 93 > Parts warranty is for six months from the date of shipment and covers material and workmanship. The same part originally shipped must be returned for warranty credit to be issued. Warranty credit for returned components will be issued following the same guidelines as provided above for field returns. That is, full credit will be provided within thirty (30) days of receipt of the returned component provided there is no physical damage due to handling, packaging or shipping upon the component's arrival and provided that the appropriate documentation is included with the shipment. The shipment must arrive within thirty (30) days from the date of the service report from sites in the U.S. or within sixty (60) days of the service report from international sites to be eligible for return credit. > The minimum order requirement of $ * remains in effect. > A fee of $ * will be added to the invoice for each "SD/P1" shipment. > A fee of $ * will be added to the invoice for each "PRIORITY/EMERGENCY - NEXT FLIGHT OUT" shipment. > A * % restocking fee, or a minimum of $ *, will be assessed for components returned as "'wrong part ordered" or "refused upon delivery". A credit memo will be issued within 30 days after receipt of the material which must be returned in unused condition, in the original package, via prepaid transportation, within 30 days of the factory shipment date. > Stock orders are non-returnable. A * % cancellation fee will be assess for cancelled stock orders. > OBSOLESCENCE SCHEDULE:
MODEL SPARE COMPONENTS WILL BE PROVIDED THROUGH... ECAT 951 NOVEMBER 29, 2003 ECAT 953 MARCH 30, 2002 ECAT EXACT 10 YEARS FROM MANUFACTURE DATE OF FINAL UNIT ECAT EXACT HR 10 YEARS FROM MANUFACTURE DATE OF FINAL UNIT ECAT EXACT HR+ 10 YEARS FROM MANUFACTURE DATE OF FINAL UNIT ART 10 YEARS FROM MANUFACTURE DATE OF FINAL UNIT
WHILE WE WILL MAKE EVERY EFFORT TO NOTIFY APPROPRIATE PARTIES IN ADVANCE, THESE POLICIES ARE SUBJECT TO CHANGE WITHOUT NOTICE. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 94 ECAT SERVICE/SPARE PARTS PRICE LIST OCTOBER 2001
TRANSFER REQUIRED WORLD PRICE TO CREDIT SIEMENS LEAD TIME BASE DISTRIBUTOR FOR CTI PART # PART # DESCRIPTION WHERE USED (# WEEKS) PRICE (50% DISC) RETURNS - ------------------------------------------------------------------------------------------------------------------------------------ 0030001-00 ###-###-#### LAMP INCAND 2.7V FLANGE BASE #338 95x * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 0050038 ###-###-#### RELAY DPDT 24V IN 10A 150V DC KUEP SERIES 012 BED * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 0090006-01 35 49 271 Optical Splitter ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 0090006-02 35 47 109 Combiner Box Optical Comm. System ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 0090006 ###-###-#### TRANSMITTER OPTICAL SLIPRING COMM SYS ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 0090006 ###-###-#### RECEIVER OPTICAL SLIPRING COMM SYSTEM ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 0250022 ###-###-#### LIGHT SOURCE MTG W/O MTG CLIP (prev * * * * 0250022-01) - ------------------------------------------------------------------------------------------------------------------------------------ 0820008-00 ###-###-#### XFMR ISO 5.0KW IP 100-240 VAC OP 120/240V CE Compliance Kit * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 0830013-00 4AT36 TRANSFORMER ISOLATION 400V PRIMARYA AC EU CE COMPLIANCE KIT * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 0920024 ###-###-#### LENSE FLAT TRANSLUCENT BLK RECT FOR -01 EXACT,HR,ART,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 0960017 ###-###-#### BULB REPLACEMENT 24V INCAND. 0960017-01 953 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 0960026-05 35 45 501 Vertical Limit Switch ART, EXACT * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 0980013-00 1555965 SW MICRO ROLLER LEVER 95x,921 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 0980024-00 ###-###-#### SWITCH PHOTOINTERRUPTER #GP1A10 95x,921,ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 95
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 96
TRANSFER REQUIRED WORLD PRICE TO CREDIT SIEMENS LEAD TIME BASE DISTRIBUTOR FOR CTI PART # PART # DESCRIPTION WHERE USED (# WEEKS) PRICE (50% DISC) RETURNS - ------------------------------------------------------------------------------------------------------------------------------------ 2010003 ###-###-#### CONN PLUG CBL/PNL 4P SOCKET 953 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2050001-00 ###-###-#### CONN RECEPT KIT 10KVDC 1P PIN 951 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2140044-00 ###-###-#### TERMINATOR SCSI MALE/FEMALE ACS * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2290011 ###-###-#### ROLLER 1 1/2" DIA 80 DUROMETER URETHANE EXACT,HR,ART,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2300010 ###-###-#### BEARING SINGLE ROW RADIAL 2SEAL #9102PP 93X,95X * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2310023-00 1760557 Belt 92.925 Circumference #FRS-630 951 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2310028 ###-###-#### CHAIN CABLE .25PITCH #25CCF-486-E HR,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2310042 ###-###-#### BELT TIMING PITCH 1/2" PITCH 1" WIDE 921,961,ART, HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2310043-01 35 53 737 Chain 14.75"L .1475 Pitch ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2310043-02 35 53 745 Link Connecting Snaptype ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2360031 ###-###-#### SPRING COMP .036"OD 1/2"L MUSIC WIRE EXACT,BED,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2370004 ###-###-#### RING RETAINING 1/2" #5160-50 VERTICAL BED * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2380019-00 ###-###-#### TURCITE BONDING SYS STRIP .032 951 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2390033-00 ###-###-#### GASKET RF SHIELD CLIP ON BRIGHT FINISH ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2390033 ###-###-#### RF GASKET MATERIAL FOR LASER TUNNELS HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2500008 ###-###-#### FILTER, FAN-S MEDIA ONLY #09450-M/30 921,961 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2500008 ###-###-#### VME SUBRACK/POWER SUPPLY #10897-564 ACS II UPGRADE * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2500020-00 ###-###-#### CARDCAGE VME 21 SLOT #11-1008224 921, 961 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2530037-00 ###-###-#### STUD ASM SELF EJECT TYPE SE - MIN BUY $ 951 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2530077-00 ###-###-#### LATCH ADJ GRIP SLOTTED FLUSH HEAD HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2600460 ###-###-#### SCR #10-32 X 3/4"L CAPTIVE PANEL BRASS ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2640025 ###-###-#### FSTNR TUFLOCK REMOVABLE PUSH-TYPE RIVET VERTICAL BED * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2670084 ###-###-#### STANDOFF 3/8" HEX 1 3/8"L 10-32 F/F BRASS ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2921001 ###-###-#### HEAT EXCHANGER - LG - DBL FAN UNIT #6320G3AN 921,961 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2960005 ###-###-#### PUMP/MOTOR TURBINE FILTRINE CHILLER CHILLER * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2960005 ###-###-#### TEMPERATURE CONTROLLER-FILTRINE CHILLER CHILLER * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 2960012-00 ###-###-#### CHILLER WATER TO WATER CHILLER * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3000005 ###-###-#### ASM CABLE CLOCK & CONTROL 14 FT 93X,95X * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3000060 ###-###-#### ASM CBL BUCKET PWR PIGTAIL 93X,95X 93X,95X * * * * - ------------------------------------------------------------------------------------------------------------------------------------
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 97
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 98
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 99
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 100
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 101
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 102
TRANSFER REQUIRED WORLD PRICE TO CREDIT SIEMENS LEAD TIME BASE DISTRIBUTOR FOR CTI PART # PART # DESCRIPTION WHERE USED (# WEEKS) PRICE (50% DISC) RETURNS - ------------------------------------------------------------------------------------------------------------------------------------ 3230433-00 ###-###-#### ASM SEPTA GEAR MOTOR FAST SEPTA EXACT,HR,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230444 ###-###-#### ASM MOTOR HORIZONTAL 180:1 Gear Ratio 921,961,BED * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230450-00 35 45 238 Horizontal Limit Switch ART, EXACT * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230451-00 ###-###-#### ASM SWITCH PALLET RELEASE 921,961,BED * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230453-00 ###-###-#### ASM MOTOR VERTICAL 921,961 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230455-00 ###-###-#### ASM SWITCH ENCODER/ZERO ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230456-00 ###-###-#### ASM BRUSH BLOCK * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230463-00 ###-###-#### ASM DRIVE MOTOR ART ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230484-00 ###-###-#### ASM ROD SOURCE LEFT ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230485-00 ###-###-#### ASM ROD SOURCE RIGHT ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230505 ###-###-#### ASM CPU PCB 68030/68882 VMEBUS WO/LIC EXACT * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230510-00 ###-###-#### ASM TRANSFORMER/DRIVER ART ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230532-00 ###-###-#### ASM POWER SUPPLY COMMUNICATION CONTROL ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230542-00 ###-###-#### ASM ROD SOURCE PHOTOINTERRUPTER SWITCH ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230545-00 ###-###-#### ASM MOTOR VERTICAL 921,961,ART,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230610-00 ###-###-#### ASM HR++ DETECTOR CABLE-HAMMERSMITH ONLY HAMMERSMITH only * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230614-00 ASM Front Panel Bezel Kit * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230617-00 ###-###-#### FIELD MAINTENANCE KIT SLOW ROD SOURCE 921,961,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230617 ###-###-#### FIELD MAINTENANCE KIT FAST ROD SOURCE 921,961,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230618-00 ###-###-#### Sparc CPU-5 Assembly ART, HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230619-00 ASM Drive Motor ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230653-00 ###-###-#### ASM 4mm Tape Upgrade ACS * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230672-00 35 53 711 ART Point Source Motor ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230673-00 35 53 729 Point Source Optical Switch ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230715-00 35 53 422 Encoder (serial # 10+) ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3230734-00 35 54 024 Encoder ASM (mounted at the top) ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3240039 ###-###-#### ASM UNIFORM PHANTOM 20CM X 20CM 953 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3240065-00 ASM PHANTOM SOURCE HOLDER 951 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3240131 ###-###-#### ASM SPARE FUSE GANTRY 921 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3240160-01 ASM DETECTOR ELECTRONICS TOSHIBA ASIC 961,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 103
TRANSFER REQUIRED WORLD PRICE TO CREDIT SIEMENS LEAD TIME BASE DISTRIBUTOR FOR CTI PART # PART # DESCRIPTION WHERE USED (# WEEKS) PRICE (50% DISC) RETURNS - ------------------------------------------------------------------------------------------------------------------------------------ 3240168-00 ###-###-#### OPERATORS SOFTWARE 7.0 MANUAL SET * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3240169 ###-###-#### OPERATORS HARDWARE MANUAL SET 961 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3240169 ###-###-#### OPERATORS HARDWARE MANUAL SET 922 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3270592 ###-###-#### IC PROM 27C256 SF/0340034 EXACT,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3300037-00 ###-###-#### PINION ROD SOURCE 951B 951 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3300047-00 1761068 PINION/HOLDER ROD SOURCE 921 EXACT * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3300055-00 ###-###-#### COVER LASER PWB 921/961 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3300083-00 ###-###-#### ASM PALLET PAD BED ECAT EXACT 921 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3300084-00 ###-###-#### ASM PALLENT SUPPORT BED 921 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3300090-00 ###-###-#### ASM HOLDER/PINION ROD SOURCE 961,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3300105-00 ###-###-#### PIG ROD SOURCE 921,961,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3300123-00 ###-###-#### PALLET CARBON FIBER WHOLE BODY EXACT,HR,ART,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3300141-00 ###-###-#### COVER END UPPER VERTICAL BED * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3300145-00 ###-###-#### PAD PALLET VERTICAL BED * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3300147-00 ###-###-#### COVER FRONT ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3300148-00 ###-###-#### COVER REAR ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3300171-00 ###-###-#### ASSY HEADREST 012 BED BED * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3300188-00 ###-###-#### ASM DETECTOR MTG SHAFT HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3300196-00 ###-###-#### COVER FOOT BED * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 3390010 ###-###-#### ASM HOSE WATER 103" L 921 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 4100020 ###-###-#### CABLE ADAPTOR 13W3-BNC, CG6 #530-1446 95X,921,961 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 4100029-00 ###-###-#### CABLE SCSI 12FT DB50 TO MINI SCSI-II MAL 95X,921,ART * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 4100039-00 ###-###-#### CABLE SCSI CENT50 MALE TO SCSI II MALE * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 4100046-00 ###-###-#### CABLE 15 COND FLAT RIBBON CUSTOM HR,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 4100047-00 ###-###-#### CBL FIBER OPTIC 4 COND 100' FIBERTRON 921,961 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 4100048-00 ###-###-#### CBL FIBER OPTIC 2 COND 4' FIBERTRON 961,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 4100053 ###-###-#### CBL SERIAL 4'F/FORCE CPU-2CE X 5297C-040F HR,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 4100063 ###-###-#### CABLE 10-BASE-T 12'L CROSSOVER EXACT,HR,HR+ * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 4100063 ###-###-#### CABLE 10-BASE-T 10'L CROSSOVER 961 * * * * - ------------------------------------------------------------------------------------------------------------------------------------ 5000028-00 1557961 HOST ADAPTER CIPRICO RIMFIRE SCSI #3513 95X,921 * * * * - ------------------------------------------------------------------------------------------------------------------------------------
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 104
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 105
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 106
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 107
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 108
* Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 109 EXHIBIT I Source Specifications * Absolute Activity Accuracy: * measured value, traceable to National Institute of Standards and Technology. Within * of indicated recommended value. External Contamination: * ANSI Classification: * All sources must pass the following test conditions without leakage: Temp. Range: * Pressure Range: * Impact Test: * Puncture Test: * Uniformity: * Specific Gravity: * ROD AND LINE SOURCES These sources are *. They must be packaged in * ECAT Scanner Number of Rods Nom. Activity (per rod) * * The set-up rod must have a minimum strength of * Absolute Activity Accuracy: * of measured value, traceable to National Institute of Standards and Technology. Within * of indicated recommended value. External Contamination: * ANSI Classification: * * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 110 Temp. Range: * Pressure Range: * Impact Test: * Puncture Test: * Uniformity: * differential non-uniformity measured with resolution of *. All Sources: The following requirements pertain to all sources used in ECAT scanners: o Classified as * medical device and compliant with all * * Omitted information is the subject of a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933 and has been filed separately with the Securities and Exchange Commission. 111 EXHIBIT J Intellectual Property Notices 1. Appearance of syngo(TM) in the Products The brandname syngo(TM) shall appear on each Product in the following style and location: (i) 'syngo(TM) speaking' label at each monitor frame. (ii) 'syngo(TM) speaking' during the startup of each Product on each monitor for at least 5 seconds. (iii) The 'about Product' box of the help dialogue of the Product shall include an 'about syngo(TM)' box with o the label 'syngo(TM) speaking' o syngo(TM) is a registered trademark of Siemens Aktiengesellschaft, 2000; all rights reserved o The syngo(TM)release number o The service pack number o Installation date of syngo(TM) in the Product o 2. syngo(TM) styleguide Whenever used in the Product syngo(TM) shall be written as follows: (i) Usage of the label syngo(TM) 'speaking' (ii) Usage of the label 'syngo(TM)' 112
