HEMOSENSE INR PST SUPPLIER AGREEMENT

Exhibit 10.8

HEMOSENSE INR PST SUPPLIER AGREEMENT

This AGREEMENT made as of April 2, 2004 by and between Raytel Cardiac Services, with its principal place of business, 7 Waterside Crossing, Windsor, CT 06095 (hereafter referred to as “RCS” or “DISTRIBUTOR”), and HemoSense, Inc., with its principal place of business 600 Valley Way, Milpitas, CA 95035 (hereafter referred to as “HemoSense” or “SUPPLIER”), a California Corporation, and referred to collectively hereafter as “the PARTIES”.

Recital:

A. HemoSense manufactures products, which include instrumentation and reagents designed for testing various blood analytes, known and referred to herein as the “PRODUCTS” (Exhibit A, “Products”), and

B. RCS is a provider of remote cardiac monitoring services with a recognized status of an Independent Diagnostic Testing Facility (IDTF); and

C. RCS desires to distribute and market HemoSense Products and related test supplies in conjunction with certain monitoring services it provides, subject to the conditions set forth herein; and

NOW, THEREFORE the parties agree as follows:

*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.***

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terms, unless either Party, at least ninety (90) days prior to the end of the initial or any successive term gives written notice to the other Party of its intention to terminate this Agreement at the conclusion of the term then in progress. During the term of this Agreement or any renewal term, this Agreement may be terminated by either Party for a breach of this Agreement or other good cause by providing notice of such breach or good cause, and the breaching party shall then have thirty (30) days to correct the breach, and if the breach has not been corrected then the non-breaching party may then terminate this Agreement by providing written notice of termination to the breaching party.

*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

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order or like document that RCS submits to HemoSense will in any way modify or add to this Agreement’s terms and conditions.

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Use during Agreement. During the term of this Agreement, RCS is authorized by HemoSense to use the trademarks, trade names, logos, service marks and designations HemoSense uses for HemoSense Products listed on Schedule A hereto (hereinafter collectively referred to as the “Trademarks”) solely in connection with RCS’s advertisement, promotion and distribution of HemoSense Products in the Territory on a non-exclusive basis and for no other purpose. RCS’s use of such Trademarks shall be in accordance with HemoSense’s policies in effect from time to time, including but not limited to trademark usage and cooperative advertising policies. RCS agrees not to attach any additional trademarks, trade names, logos, service marks or designations to any HemoSense Product. RCS further agrees not to use any HemoSense Trademark in connection with any non-HemoSense Product. RCS will submit any sales promotion materials, sales aids, press releases or advertisements pertaining to the Product, services or HemoSense which RCS intends to use or publish in the Territory to HemoSense for approval prior to publication. HemoSense shall be provided a minimum Seven (7) working day period to review the material. If HemoSense does not get a response from RCS within Seven (7) working days of the date upon which materials were submitted for approval, HemoSense may proceed to use the material.

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No infringement of third party proprietary rights. HemoSense represents that to the best of HemoSense’s knowledge the HemoSense Products do not infringe any US patents and/or to the best of HemoSense’s knowledge any other third party intellectual properties.

The Parties agree that all Confidential Information will be held in trust and confidence and will not be disclosed to third parties without the prior written permission of, or used in any manner or for any purpose inconsistent with the interests of, or without prior written permission of the owner of such Confidential Information. However, notwithstanding anything to the contrary in this Section 16, either party may disclose the other party’s Confidential Information to the extent it is required or

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requested to do so by legal process, provided that the party required to make such disclosure shall give the original discloser of the Confidential Information prompt notice so that the original discloser may seek a protective order or other appropriate relief. If a protective order is not obtained, the party required to make the disclosure shall disclose only that portion of the Confidential Information that its counsel advises it as being legally required to disclose. Both Parties agree to hold that their obligations under this Section 16 shall survive for three years from the termination of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first above written.

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SCHEDULE A

HEMOSENSE PRODUCTS & PRICING

Pricing for PST Kit and disposable strips are the following:

Other provisions with regard to supply of HemoSense Products:

Cancellation of Deliveries. HemoSense reserves the right to cancel any orders placed by RCS and accepted by HemoSense or to refuse shipment thereof, if RCS fails to make any payment as provided in this Agreement or otherwise agreed to by HemoSense and RCS.

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SCHEDULE B

Territory

RCS shall have the right to promote, distribute and sell the HemoSense Products only in the geographic area described as follows:

Total United States Market

It is further understood and agreed to between the parties that HemoSense may directly or indirectly sell the HemoSense Products itself within the territory or elsewhere via electronic commerce, OEM arrangements, national or worldwide purchasing/selling organizations, or HemoSense direct sales.

Moreover, it is further understood and agreed to that HemoSense has developed or, at its sole discretion, may develop substantially similar or substantially identical products and/or merchandise under different trade names, and HemoSense retains the right, itself or through any other party, to promote, distribute and sell products under different trade names within any part or all of the geographic area defined above. However, Hemosense agrees that at no time during the term of this agreement will it enter into or maintain a distribution or co-marketing agreement with any organization that competes with RCS in the businesses of transtelephonic pacemaker or ICD monitoring, 30-day cardiac event monitoring, or Holter monitoring.

RCS MUST NOT EXPORT HemoSense PRODUCTS EXPORT OUTSIDE OF THE TERRITORY.

RCS has the right to sell in the Self Care Market segment only for sales to patients via the physician, as an IDTF or direct to patients on a physician prescription

It is understood that existing customers utilizing HemoSense Products will not be pursued by RCS without prior agreement with HemoSense.

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Schedule D

END-USER DATA needed for FDA Reporting and Other Data Requirements

RCS will keep record of the following data with regard to each HemoSense device:

RCS will cooperate with HemoSense to provide the FDA or other regulatory agencies with required information regarding the products or it’s users.

RCS will collect and inform HemoSense of Market conditions, customer issues, trade and tariff issues within the territory that reasonably may be expected to affect this agreement or the transactions contemplated.

RCS’s Inventory levels of HemoSense product by Product catalog number as of the end of the month.

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Schedule E

HemoSense LIMITED WARRANTY

Limited Warranty

HemoSense guarantees to the original purchaser that the INRatio meter is free from defects in material and workmanship for one year from the date of purchase or, if longer, up to the warranty expiration date listed on the product packaging. Under the terms of this warranty, HemoSense will replace or repair, at no charge, any meter component with defects in material or workmanship. Warranty Service provided under this agreement does not guarantee uninterrupted operation of the meter. To qualify for this warranty, you must fill out and send in a warranty registration card. Before returning the defective component, please obtain a Return Material Authorization number (RMA#) from HemoSense Customer Service.

HEMOSENSE MAKES NO WARRANTIES OTHER THAN EXPRESSLY STATED HEREIN AND EXPRESSLY EXCLUDES ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.

In addition to the batteries, the INRatio meter has only two user serviceable parts: the cleaning door and the battery door. Unauthorized modification, abuse, or use for purposes other than expressly described herein of any other component will void the warranty. The warranty does not apply to any component that is damaged by improper storage, accident, failure to follow operating instructions as described in the User’s Manual, or that is subject to alteration, misuse, tampering, and/or abuse.

HemoSense’s entire liability in connection with the purchase or operation of the INRatio system, including without limitation, liability arising from Hemosense’s negligent or other acts or omissions, and/or any warranty, regardless of the legal or equitable basis of any claim, shall be limited to the price of the meter. In no event shall HemoSense be liable to the purchaser for any incidental, indirect, special, consequential (including, but not limited to loss of income or profits), or punitive loss or damages arising from or in any way connected with the purchase or operation of the system, or any liability relating to a claim made against a customer by a third party, even if HemoSense or its distributors are aware of the possibility of such claim or damages, except as expressly and specifically set forth pursuant to the above warranty.

Use of the INRatio system

The INRatio system is designed for use in monitoring patients on oral anticoagulant therapy. Proper adherence to the instructions in the User’s Manual and package insert are critical to proper operation. Failure to comply with these instructions could lead to inaccurate results and resultant incorrect medication dosing.

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Schedule F

HemoSense Assistance and Support to RCS & RCS Obligations

RCS Obligations

RCS agrees to ensure that it’s staff is conversant with the technical language conventional to HemoSense Products and shall develop sufficient knowledge of the industry, of HemoSense Products and competitive products so as to be able to explain in detail to it’s customers the differences and advantages of HemoSense Products.

RCS agrees to establish and maintain a separate and distinct toll-free phone number for Hemosense sales and marketing purposes.

RCS shall train and maintain a sufficient number of technical and sales personnel having the appropriate knowledge to deal with HemoSense products and provide sales and service to customers. HemoSense shall make personnel available for training sessions to be held at the RCS’s location in order to train RCS’s personnel on sales, marketing and technical issues.

The parties agree to review the results of this agreement within 3 weeks after the first six months, and to establish a non-binding goal for meters and strips for the second six-month period.

RCS agrees to include HemoSense in it’s marketing efforts and provide literature referring to the product line

RCS has a help desk that supports patients who will use the HemoSense INRatio system

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