SOFTWARE DEVELOPMENT, LICENSE AND DISTRIBUTION AGREEMENT

EXHIBIT 10.18

SOFTWARE DEVELOPMENT, LICENSE AND DISTRIBUTION

AGREEMENT

This software development, license and distribution agreement (Agreement”) is entered into as of December 19, 2005 (the “Effective Date”) by and between EPMed Systems, Inc. (“EPMD”) and Biosense Webster Inc. (“Biosense”) (collectively the “Parties”) according to the terms below.

WHEREAS EPMD develops and distributes the EP WorkMate, which provides electrophysiology monitoring that offers fully integrated computerized stimulator, real-time interval analysis, recording capabilities of up to 192 intracardiac signals, and a powerful query engine.

WHEREAS Biosense develops and distributes the CARTO™ XP Mapping System, which displays intracardiac electrical activity and timing, and accurate catheter tip location in real time, allowing 3-D electroanatomical map reconstruction;

WHEREAS the Parties desire to cooperate in the development of an accessory that allows the CARTO™ XP Mapping System to interface with the EP WorkMate System;

WHEREAS as part of the cooperation between the Parties EPMD will design and develop the physical hardware necessary for the interface accessory, as well as interface software modules for the EP WorkMate System, and Biosense will develop certain interface software scripts for the WorkMate interface software modules, as well as interface software modules for the CARTO™ XP Mapping System; and

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WHEREAS EPMD will distribute the interface accessory to end users and distributors (as described herein) and pay Biosense a royalty per system for the right to license the software scripts and to interface the EP WorkMate Systems to CARTO™ XP Mapping Systems.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:

TERMS

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and the CARTO™ XP version 7.0. During the term of this agreement, all versions of CARTO™ XP that are designed and developed by Biosense will be compatible and maintain the interface capabilities, and all versions of WorkMate Systems that are designed and developed by EPMD will be compatible and maintain the interface capabilities.

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otherwise sell its right to distribute the Interface Kit to any other person or entity without the written consent of Biosense. EPMD shall be responsible for the development, assembly, packaging and maintenance of the Interface Kit. EPMD shall sell a minimum of 15 Interface Kits per year.

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the purpose of verifying EPMD’s compliance with its payment obligations hereunder. Such audit shall be conducted during EPMD’s normal working hours, at the EPMD location(s) where such records are maintained and shall be conducted in a manner that will not be unduly disruptive to EPMD’s operations. The auditor shall prepare a report either verifying such compliance or summarizing the total of any deviations therefrom, which report shall be furnished to each Party but shall be deemed the Confidential Information of EPMD. Such audit shall be conducted no more than once every twelve (12) months and shall be conducted at Biosense’s expense, except in those cases where the auditor detects deviations that are greater than ten (10) percent from EPMD’s payment obligations hereunder to the disadvantage of Biosense, in which latter case, the cost of the audit shall be born by EPMD.

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proprietary rights in the Biosense Marks or Biosense Name or (ii) harm, misuse or bring into disrepute the Biosense Marks or Biosense Name

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The parties agree that the WorkMate System, the CARTO™ XP System, the EPMD Module, the Biosense Module, the Software Script, and related documentation, the terms of this Agreement and the Parties’ collaboration on the Interface between their respective systems contain and/or constitute proprietary information, including trade secrets, know-how and confidential information (“Confidential Information”). In addition, all other information disclosed by one party to the other hereunder and, if written, clearly marked on its face as “Confidential,” or, if disclosed orally, identified as confidential at the time of the disclosure and summarized in a writing provided to the other party and marked “Confidential” within thirty (30) days of the date of the disclosure, shall be deemed “Confidential Information.” Confidential Information does not include a Party’s information if: (a) the information was known by the other Party, outside of confidentiality requirements, prior to the Parties’ collaboration commenced on the Interface, or (b) was, is, or

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becomes available publicly without disclosure by the other party, or (c) is provided to the other Party by a third party who was not in breach of an agreement to keep such information confidential, or (d) is independently developed by the other Party. Each Party agrees to keep the other Party’s Confidential Information confidential for a period of seven (7) years from date of disclosure, not to disseminate the other Party’s Confidential Information to personnel within its organization and personnel of its Affiliates other than on a “need-to-know” basis, including their directors, officers, employees, consultants and agents, who have an actual need to know and have a written obligation to protect the confidentiality of such information, and not to disclose such Confidential Information to third parties or to use such Confidential Information for any purpose other than in furtherance of this Agreement; provided, however, a Party may disclose the other Party’s Confidential Information if required by law or judicial process to do so, provided that it first provides the other Party with notice of the planned disclosure and a reasonable opportunity to contest or obtain a protective order with respect to the disclosure.

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settlement of that claim, provided that Biosense is notified promptly (not later than within thirty (30) days) in writing of such claim and is given exclusive authority over and reasonable cooperation for (including access to potential witnesses and relevant documents) the defense of same. Biosense shall not be responsible for paying any costs, expense, or amount otherwise due as a result of compromises or settlements reached by EPMD in connection with any such claim unless EPMD first obtains Biosense’s prior written approval of the compromise or settlement. EPMD may at its own expense be represented by counsel of its own choice in any such suit or proceeding. If the Software Script, or the use thereof becomes, or in Biosense’s reasonable opinion is likely to become, the subject of such a claim, EPMD shall permit Biosense, at Biosense’s option and expense, either to (a) procure the right for EPMD to continue using the same or (b) replace or modify the same so that it becomes non-infringing while remaining functionally equivalent and remaining in compliance with the applicable Specifications. If neither of these alternatives is reasonably available to Biosense, then either party may terminate this Agreement. Biosense shall not be liable with respect to any Claim to the extent arising out of or relating to either (i) use or incorporation in the Software Script of any design or technique furnished or requested by EPMD, (ii) the combination with or incorporation of the Licensed Software into the EPMD Module if such infringement, other than where contributory infringement is involved, would not have occurred without such combination; (iii) the modification of the Software Script by EPMD or one of its distributors, sub-distributors or End Users or any person or entity other than Biosense or in accordance with Biosense’s instructions; (iv) the use of the Software Script other than as permitted under this Agreement; or (v) use or distribution of other than the most current version of the Software Script (if such Claim would have been prevented by the use of such current version) after such current version has been made available to EPMD at no additional charge.

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injury is proximately caused by EPMD’s negligent act or omission and is determined by a court of competent jurisdiction to be EPMD’s legal liability, and provided that Biosense furnishes to EPMD prompt written notice and requisite authority, information and assistance to defend.

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Arbitration Association’s (“AAA’s”) Commercial Arbitration Rules then in effect, except where those rules conflict with this provision, in which case this provision controls. The parties hereby consent to the jurisdiction of the Federal District Court for the Southern District of New York for the enforcement of these provisions and the entry of judgment on any award rendered hereunder. Should such court for any reason lack jurisdiction, any court with jurisdiction shall enforce this clause and enter judgment on any award. The arbitrator shall be an attorney specializing in business litigation who has at least 15 years of experience with a law firm of over 25 lawyers or was a judge of a court of general jurisdiction. The arbitration shall be held in New York, New York and the arbitrator shall apply the substantive law of the State of New York, except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. Within 30 days of initiation of arbitration, the parties shall reach agreement upon and thereafter follow procedures assuring that the arbitration will be concluded and the award rendered within no more than six months from selection of the arbitrator. Failing such agreement, the AAA will design and the parties will follow such procedures. Each party has the right before or during the arbitration to seek and obtain from the appropriate court provisional remedies such as attachment, preliminary injunction, replevin, etc., to avoid irreparable harm, maintain the status quo or preserve the subject matter of the arbitration. THE ARBITRATOR SHALL NOT AWARD ANY PARTY PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES.

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All notices under this Agreement shall be sent by registered mail to the address below or to any other address as a Party may designate in writing:

For EPMD:

David Jenkins, President and CEO

EPMedSystems, Inc.

Cooper Run Executive Park

575 Route 73 North Unit-D

West Berlin, NJ 08091

For Biosense:

Shlomi Nachman

Vice President, Worldwide Business Development

3333 Diamond Canyon Road

Diamond Bar, CA 91765

cc: Chief Patent Counsel

Johnson & Johnson

1 Johnson & Johnson Plaza

New Brunswick NJ 08933

Neither EPMD nor Biosense are authorized to oblige the other Party or act in the name of the other Party. This Agreement does not create a joint venture, partnership, or association.

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns, provided, however, that neither Party shall have the right to assign its interest in this

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Agreement without the prior written authorization of the other Party, other than to its Affiliates. A merger or transfer of control of one party shall be deemed an assignment for purposes of this Section 17.

Upon expiration or termination of this Agreement, all rights and obligations of the parties shall cease to have effect, except for those rights and obligations set forth in Sections 10, 11, 12, 13, 14, and 17 which shall survive termination or expiration.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their thereunto duly authorized representatives as of the date first written above.

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