EXHIBIT C
Symbol [ ] indicates information redacted in accordance
with confidential treatment request.
A. GENERAL
1. (a) Governmental National Accounts. Governmental National Accounts, i.e., the
Department of Defense and other federal, state and local government accounts,
including each Governmental National Accounts' constituent purchasing units
(each, a "Governmental National Account"), it being understood and agreed that
SWISSRAY shall negotiate the terms and conditions of sale to such Governmental
National Accounts and shall have the exclusive right to enter into contracts for
the sale of PRODUCTS to such Governmental National Accounts within the
Territory. HMSA shall solicit the sale of PRODUCTS to the constituent purchasing
units of the Governmental National Accounts within the Territory on behalf of
SWISSRAY solely upon the terms and conditions of the Governmental National
Account contract negotiated by SWISSRAY or otherwise in accordance with the
written directions of SWISSRAY. SWISSRAY shall accept such orders only in its
sole, absolute discretion. For each PRODUCT sold by SWISSRAY to a Governmental
National Account within the Territory, and to the extent permitted under
SWISSRAY's contract with the relevant Governmental National Account with respect
to such PRODUCT. HMSA shall have the rights and obligations set forth in section
3 of this Agreement, and SWISSRAY shall have the rights and obligations set
forth in section 4 of this Agreement. For each sale of PRODUCT completed by
SWISSRAY to a Governmental National Account within the Territory, and in
consideration of HMSA's obligations undertaken in this section A(1), SWISSRAY
shall pay HMSA a fee equal to the net price of the PRODUCT sold by SWISSRAY less
the price of the identically configured PRODUCT as set forth in Exhibit F.
(b) Hospital National Accounts. SWISSRAY will negotiate contracts with
certain Hospital Buying Groups through out the country (each a "Contract;
collectively, the "Contracts"). Such Contracts state the terms of sale,
including price, under which SWISSRAY will make PRODUCTS available to each
constituent unit (a "Constituent Unit") of such Hospital Buying Group. For the
avoidance of doubt, HMSA shall have the limited right to offer PRODUCTS directly
to a Constituent Unit within the Territory and such sales are not reserved
exclusively to SWISSRAY under this Agreement. HMSA may provide PRODUCTS at a
price higher than the price set forth in the Contract covering the Constituent
Unit. In no event shall HMSA have the right to provide PRODUCTS (i) to a
Hospital Buying Group with which SWISSRAY has a Contract or (ii) to Constituent
Units of such Hospital Buying Group outside of the Territory. Hospital Buying
Groups, as an entity, are Reserved Accounts under this Agreement.
2. HBOC, Data General, IBM, Sequoia and Storcomm.
B. SOUTHEAST
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B. SOUTHWEST
Protected accounts in the Southwest territory are the hospitals listed below
including associated imaging centers. Hospitals are located in [ ] unless
otherwise noted.
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C. NORTHEAST
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EXHIBIT D
[Technical, Support Documentation and Training]
SWISSRAY shall provide HMSA with service training, technical support and
parts support as follows:
o SWISSRAY shall provide HMSA with factory training for a maximum of [ (
)] engineers. Additional training can be purchased from SWISSRAY at the
rate of [$ ] per engineer. HMSA is responsible for all transportation,
meals and lodging expenses of its employees in connection with such
training.
o SWISSRAY shall provide reasonable installation support for the first two
(2) HMSA installations of PRODUCT.
o SWISSRAY shall provide technical support services to HMSA. Fees to be
determined.
o SWISSRAY shall maintain a spare parts depot in the United States.
o SWISSRAY shall provide a "hero kit" (parts deemed by SWISSRAY and HMSA
to be essential site spares) at no charge to HMSA. Replacement parts to
the "hero kit" will be invoiced based on SWISSRAY's then current list
price less any HMSA discount. HMSA will purchase a factory spares kit
from SWISSRAY for first line support to customers after HMSA has
installed ten (10) units of PRODUCT.
o For a mutually agreed upon period, SWISSRAY shall provide remote
diagnostics at an agreed upon charge to HMSA. AS a long-term goal, both
parties agree to transfer this capability to HMSA as soon as reasonably
practicable.
o SWISSRAY shall make available its sales and product marketing
specialists to support HMSA in connection with its sales efforts within
the Territory.
o SWISSRAY shall exchange detectors that it determines are defective with
a refurbished detector and charge HMSA an amount equal to SWISSRAY's
cost of repair, including labor and parts, in respect of such defective
detector.
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EXHIBIT E
Hitachi Medical Systems America Inc.
1959 Summit Commerce Park
Twinsburg, Ohio 44087
Re: Commitment to Consult
Medical Imaging Informatics
Gentlemen:
We understand that Hitachi Medical Systems America Inc. ("HMSA") has
entered into a distribution agreement with Swissray America, Inc. (the
"Agreement"). Unless otherwise defined herein, capitalized terms used herein
shall have the meanings ascribed to them in the Agreement.
With reference to sections 3.8 and 4.7 of the Agreement, Swissray
Information Solutions, Inc. ("SIS") will provide a finder's fee to HMSA in
connection with (1) the initial contract for services rendered by SIS to an HMSA
customer, and (2) all imaging devices, other than Product, sold to such customer
during the Term. The finder's fee will be in an amount equal to [ ] percent [ (
%)] of the net price for such services or devices is the direct result of a lead
provided to SIS by HMSA.
In the event SIS or its partners completes a sale of Product within the
Territory to an account that is not the direct result of a lead provided to SIS
by HMSA and is not a Reserved Account, SIS shall pay HMSA a [$ ] commission upon
full payment of SIS's invoice by such SIS account. In consideration of the
payment by SIS of [$ ] per unit of Product, HMSA shall have responsibility for
installation, applications training and warranty service (as described in the
Agreement) for each of such Products sold by SIS or its partners within the
Territory.
The determination by SIS whether and upon what terms it will contract
with an HMSA customer shall be in the sole absolute discretion of SIS.
This letter contains the entire understandings between SIS and HMSA
with respect othe subject matter hereof and supersedes all prior and
contemporaneous agreements, representations, warranties and understandings,
either oral or written, with respect thereto. The provisions of this letter may
be amended only by a written instrument signed by SIS. All claims for finder's
fees by HMSA under this letter shall be made to SIS at its Gig Harbor address.
Very truly yours,
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EXHIBIT F
[SWISSRAY Price Quotation to HMSA for PRODUCT]
DIRECT DIGITAL RADIOGRAPHY SYSTEM
Quantity Product
1-10 SWISSRAY branded ddR Multi-System, complete, consisting of:
o Motorized, remote controlled positioning device
o AddOn-Bucky, full size digital detector
o Mobile patient table for recumbent examinations
o 80k W high frequency generator
o 0.6/1.2 mm high speed x-ray tube, 100kW
o Motorized, remote controlled collimator with 3 different filters
o SwissVision Acquisition Station
o MUSICA Algorithms
o DICOM 3.0 connectivity
o One set of operator's manuals (2 sets for government accounts)
Hitachi Net Price [US$ ]
* HMSA shall be granted a one time PRODUCT purchase price of [US$ ] for
PRODUCT to be installed within the greater Chicago, Atlanta or Miami areas.
Additional Discounts
o For unit nos. 11 - 25, SWISSRAY shall provide HMSA with an additional [ %]
discount off of the "Hitachi Net Price" set forth above if ordered
within one (1) year of the date of this Agreement.
o For unit nos. 26 - 50, SWISSRAY shall provide HMSA with an additional [ %]
discount off of the "Hitachi Net Price" set forth above if ordered
within one (1) year from the date of this Agreement.
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OPTIONS
Product Hitachi Net Price
DICOM Worklist Management [ ]
HL - 7 Interface [ ]
Single Monitor Diagnostic Acquisition Workstation [ ]
Upgrade of the SwissVision workstation supplied with ddR Multi-System.
Upgraded workstation includes:
SwissVision 4000 Software
Single 21 "MegaScan Monitor (2048x2560) in lieu of standard
monitor
4 Megapixel Dome Graphics Card (Dual monitor capability) in lieu of
standard graphics card
Dual Monitor Diagnostic Acquisition Workstation [ ]
Upgrade of the SwissVision workstation supplied with ddR Multi-System.
Upgraded workstation includes:
SwissVision 4000 Software Plus
Two (2) 21 "MegaScan Monitors (2048x2560) in lieu of single
standard monitor
Two (2) 5 Megapixel Dome Graphics Card (Dual monitor capability)
in lieu of standard graphics card
Dual Monitor Diagnostic Acquisition Workstation [ ]
(General Rad work only)
SwissVision workstation supplied.
SwissVision 4000 Software PlusTwo
Two (2) 21 Megapixel Dome Graphics Card (Dual monitor capability)
in lieu of standard graphics card
Two (2) 5 Megapixel Dome Graphics Card (Dual monitor capability) in lieu of
standard graphics card
SwissVision AIT Archive - 40 GB [ ]
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Upgrade of the ddR Multi-System to provide expanded on-line and near line
digital image storage. Upgrade consists of the following:
Windows NT Workstation/Server with 9GB Mirrored Drives, 128 MB RAM,
Tape Backup, UPS, Modem, Remote Access Software, NT, SQL
FileLink Medical Archive Software(TM)
Ability to archive from multiple ddR Multi-Systems or other DICOM compliant
Storage Service Class Users
FileLink Medical Archive Software (TM)
40 gigabyte total storage capacity using AIT drive
SwissVision DLT Archive - 40 GB [$ ]
Upgrade of the ddR Multi-System to provide expanded on-line and near line
digital image storage. Upgrade consists of the following:
Windows NT Workstation/Server with 9GB Mirrored Drives,
128 MB RAM, Tape Backup, UPS, Modem, Remote Access Software, NT, SQL
FileLink Medical Archive Software (TM)
Ability to archive from multiple ddR Multi-Systems or
other DICOM compliant Storage Service Class Users
40 gigabyte total storage capacity using AIT drive
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