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EXHIBIT 10.20
STRATEGIC ALLIANCE AGREEMENT
Promedix.com, Inc. and Omnicell.com
This Strategic Alliance Agreement ("Agreement") is entered into this
6th day of June, 2000 ("Effective Date") by and between Omnicell.com, a
California corporation ("Omnicell"), and Promedix.com, Inc. a Delaware
corporation ("Promedix") (collectively "Parties").
1. PURPOSE. Omnicell is in the business of maintaining a proprietary
Internet-based electronic requisition and procurement system through its
Omnibuyer(TM)and Omnisupplier(TM)applications ("Omnibuyer Services") to
Omnicell customers ("Customers") for medical/surgical supplies, durable
medical products, pharmaceutical supply and general supplies and services
to hospitals, acute care treatment, long-term care and home-care treatment
facilities. Promedix is in the business of maintaining a proprietary
Internet-based electronic procurement system application ("Promedix
System") for specialty medical products ("Products"). The Parties wish to
enter into a strategic alliance to jointly market the Promedix System and
services to current and potential Omnicell Customers and potential Promedix
suppliers ("Suppliers") of Products.
2. LICENSE AND USE OF THE PROMEDIX SYSTEM.
2.1 LICENSE. Promedix grants Omnicell a non-exclusive, non-transferable,
and worldwide license to use the Promedix System for internal purposes
("License"). No right is granted to use the Promedix System in
combination with procurement software provided by other vendors.
2.2 OMNICELL CUSTOMER USE. Promedix shall enter into a Promedix Customer
Agreement with Omnicell Customers whereby Promedix shall assign a
password ("Password") and a unique identifier ("User ID") to each
Omnicell Customer to enable access and use of the Promedix System.
2.3 OBLIGATIONS. Omnicell shall not (i) copy, alter, modify or adapt the
Promedix System or data from the Promedix System, (ii) decompile,
disassemble, or reverse engineer the Promedix System, (iii) rent,
lease, distribute, transfer, reproduce or externally display the
Promedix System, or (iv) time share, sublicense, operate as a service
bureau using the Promedix System, or otherwise perform transactions for
other parties using the Promedix System.
2.4 SOURCE CODE LICENSE. This License does not grant access to or provide
any rights in source code. The Software may be used only in binary
executable form.
2.5 OWNERSHIP. Promedix shall own all right, title and interest in and to
the Promedix System and all modifications thereto. Title to, or
ownership of the Promedix System (including any adaptations or copies)
is not transferred to Omnicell under this Agreement.
2.6 EXPORT RESTRICTIONS. Omnicell may not download, export or re-export the
Software or any underlying information or technology of the Promedix
System in violation of any export provisions of the United States or
any other applicable jurisdiction, including without limitation, the
Export Administration Act of 1979 and related regulations.
3. STRATEGIC ALLIANCE COMMITMENTS.
3.1 INTEGRATION. Promedix will become a supplier of specialty medical
Products and services to Omnicell Customers through the integration of
Promedix' electronic marketplace site. The Promedix electronic
marketplace will be integrated with OmniSupplier or MarketSite.net
"Supplier Hosted" configuration in accordance with an implementation
and integration schedule to be agreed by the Parties within sixty (60)
days of the Effective Date.
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3.2 OMNICELL CUSTOMERS. Promedix may execute Customer agreements with
Omnicell-introduced Customers that shall terminate or expire simultaneous
to the termination or expiration of this Agreement.
3.3 PROMEDIX SUPPLIERS. Promedix may execute Supplier agreements with
Omnicell-introduced Suppliers. Such Supplier agreements may survive the
termination or expiration terms of this Agreement.
4. TRANSACTION FEES. Within thirty (30) days after the end of each month,
Promedix shall pay Omnicell a percentage of the aggregate dollar value of a
purchase order received by Promedix from Omnicell Customers for procurement
services as follows:
(a) For Promedix Suppliers with Usage Fees greater than [*] percent
([*]%), the transaction fee payable by Promedix to Omnicell shall
be [*] percent ([*]%) of the aggregate Purchase Order amount.
(b) For Promedix Suppliers with Usage Fees of [*] percent ([*]%) or
less, the transaction fee payable by Promedix to Omnicell shall be
[*] percent ([*]%) of the aggregate Omnicell Customer's Purchase
Order amount.
Usage Fees are the difference in the price paid to a Supplier by Promedix
and the price charged to a Customer by Promedix, expressed as a function of
the price paid by the Customer. Invoice values are less any shipping or
taxes included on invoice.
5. JOINT MARKETING. The Parties shall each designate a liaison ("Liaison") to
serve as the their contact representative responsible for the development
and deployment of all joint marketing operations. The Liaisons shall
participate in a business operations review meeting every month by
conference call and every quarter in person to be held alternatively at the
Parties' respective sites. The Parties will support joint marketing and
sales initiatives as agreed upon in advance by each Party's Liaison. These
initiatives may include but shall not be limited to items such as:
(a) Joint speaking engagements at industry conferences (within
certain parameters agreeable to each Party);
(b) Joint sponsorship of educational marketing seminars (within
certain parameters agreeable to each Party);
(c) Cooperative marketing and cooperative advertising in industry
publications and periodicals (within certain parameters
agreeable to each Party); or
(d) Joint sales calls and proposal development with targeted
clients.
5.1 MARKETING EXPENSES. Expenses associated with joint marketing and sales
activities will be borne by each Party as agreed prior to incurring the
expenses.
6. REFERRALS. Either Party may choose to refer the other Party's products
and/or services to its respective current and potential Omnicell Customers
and potential Promedix Suppliers ("Clients"). All referrals shall be based
upon the business needs identified by such Clients. In the case of such
referrals, neither Party expects to receive a commission, finder's fee, or
other similar financial incentive from the other Party. The Parties
recognize and agree that they may refer the Products and/or services of
other vendors or consultants to their current or prospective Clients. Each
of the Parties shall be responsible for its own employees and for effecting
the work and cost for which it has responsibility. In addition, each Party
shall be exclusively responsible for any liability associated with its
respective proposals or engagements. Other than as specifically provided
herein, neither Party shall be obligated to collaborate with the other
Party in any particular instance.
[*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT
TO THE OMITTED PORTIONS UNDER 17.C.F.R. SECTION 200.80(b)(4), 200.83 AND
230.406.
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6.1 OMNIBUYER ACCOUNT CUSTOMERS. Omnicell agrees to promote Promedix and
the Promedix services to all of its OmniBuyer Customers, including but
not limited to hospital clinics, acute care centers. Omnicell will
introduce Promedix to each future Omnicell Customer account signed by
Omnicell for OmniBuyer Services within thirty (30) days of that account
being signed by Omnicell. Omnicell will introduce Promedix to its
existing Customers within sixty (60) days of the Effective Date.
6.2 SUPPLIER RECRUITMENT. Omnicell agrees to collaborate with Promedix in
approaching potential Promedix Suppliers. Omnicell will introduce
Promedix to all of Omnicell's current signed specialty medical
Suppliers who are not already signed with Promedix within sixty (60)
days of the Effective Date. Omnicell and Promedix agree to meet
quarterly to discuss Supplier adoption and share Supplier lists.
7. MARKETING AND REFERRAL COSTS. Neither Party shall be liable to the other
for any cost, expense or liability arising out of this Agreement nor its
implementation except as otherwise specified in this Agreement.
Furthermore, the Parties agree that any and all costs, expenses, or
liabilities of the Parties arising out of this Agreement or its
implementation shall be the responsibility of each Party separately and
individually unless agreed to by the Parties in writing.
8. AUDIT. During the term of this Agreement and for one (1) year after the
termination or expiration hereof, Omnicell shall have the right, at its
expense to audit Promedix Supplier Usage Fees and Promedix shall have the
right, at its expense to audit Omnicell's use of Omnicell's Customer
identification information. Such audit shall not interfere unreasonably
with either Party's business activities, breach confidentiality terms, and
shall be conducted upon no less than ten (10) business days prior written
notice to the other Party.
9. CUSTOMER ORDERS AND PAYMENT TERMS. Customer's purchases of Products through
the Promedix System shall be subject to the terms and conditions set forth
in the Promedix Customer Enterprise Agreement. The Customer will submit
orders for Products through the Promedix System. Promedix shall invoice
Customer and receive payment from Customer. Until full payment has been
received, Promedix reserves a purchase money security interest in the
Products sold.
10. INTELLECTUAL PROPERTY RIGHTS. Except as specifically contained herein,
nothing contained in this Agreement shall be construed as granting to the
other Party either expressly, by implication, estoppel, or otherwise, any
license under any invention or patent, trademark, copyright, or trade
secret, owned or controlled by the disclosing Party.
11. TERM AND TERMINATION This Agreement shall become effective as of the
Effective Date and shall remain in effect for a period of three (3) years
after the first day of the month following the Effective Date, and shall
automatically renew for an additional one (1) year period unless terminated
earlier in accordance with the provisions of this Section.
11.1.TERMINATION FOR CONVENIENCE. Either Party may terminate this Agreement
solely for convenience by giving the other party at least ninety (90)
days prior written notice.
11.2.TERMINATION FOR CAUSE. Either Party may terminate this Agreement for
the substantial breach by the other Party of any material term. The
terminating Party shall first give the breaching Party written notice
of the alleged breach and a reasonable period of at least thirty (30)
days in which to cure the alleged breach. If the breach is not cured
within the cure period, the terminating party may terminate this
Agreement upon written notice to the breaching Party.
11.3.EFFECT OF TERMINATION. Upon the termination of this Agreement,
Omnicell shall immediately cease all use of the Promedix System and
each Party shall return to the other Party all software along with all
Confidential Information belonging to such other Party.
12. PUBLIC RELEASE OF INFORMATION. The Parties shall jointly and individually
issue press releases with prior written approval by the Parties to
communicate the subject matter related to this Agreement.
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13. NON-SOLICITATION. The Parties agree to not knowingly engage in any attempt
to solicit for employment, or to engage as independent contractors, whether
directly or indirectly, such of the other's employees or independent
contractors who have worked on operations in connection with this Agreement
or who have provided training, support or other development, technical,
sales or marketing assistance which is the subject of or provided for under
this Agreement for the period ending one year after the termination of this
Agreement, except as may be otherwise agreed to in writing by both Parties.
14. EXCLUSIVITY The Parties agree that during the term of this Agreement each
Party will be free to enter into relationships with other firms conditioned
by the strategic alliance commitments of this Agreement. Each Party is also
free to prepare and submit proposals independent of the other Party
conditioned by the strategic alliance commitments of this Agreement. Any
effort made by either Party pursuant to this subparagraph is subject to the
confidentiality provisions herein.
15. CONFIDENTIAL INFORMATION. The Parties anticipate it may be necessary
for either or both Parties to furnish to the other information of a
confidential and proprietary nature, including information furnished to
Omnicell or Promedix by clients of either Party. Such information may be
oral, written, or in machine-readable form which may comprise data,
knowledge, ideas or other information of an important and competitive
nature. Each of the Parties agrees that it will use the same degree of care
to protect such information from disclosure to third parties as is used to
protect its own information of similar importance. Disclosures of such
information shall be restricted to those individuals who are bound to this
Agreement or similar confidentiality provisions. The information furnished
to either Party may only be used and reproduced in performance of its
respective obligations under this Agreement. Upon expiration or termination
of this Agreement, each Party shall return all tangible Confidential
Information received from the other Party. These confidentiality
obligations shall survive for three (3) years after expiration or
termination of this Agreement. The restrictions of reproduction,
disclosure, or use of confidential information shall not apply if any of
the following conditions exist:
15.1.If the information has been developed independently by the
receiving Party;
15.2.If the information has been lawfully received from other sources;
15.3.If the information is published by the disclosing Party or is
disclosed to others, without restriction;
15.4.If such information otherwise comes within the public knowledge
or becomes generally known to the public;
15.5.If such information is disclosed pursuant to a validly issued court
order, subpoena or other legal process provided that promptly upon
receiving such order, subpoena or process, the Party would notify the
other Party to aid in affording an opportunity to seek a protective
order covering the subpoenaed material; or
15.6.If such information is known to receiving Party prior to disclosure
hereunder.
16. LIMITED WARRANTY
16.1.PRODUCTS. Promedix provides no warranty with respect to the Products
sold hereunder. The only warranties on the Products will be those
provided directly from the Supplier. Except to the extent expressly
stated in Supplier's warranty, THE PRODUCTS ARE SOLD "AS IS" AND
PROMEDIX DISCLAIMS AND EXCLUDES BY MUTUAL AGREEMENT ALL WARRANTIES,
CONDITIONS, REPRESENTATIONS, STATEMENTS AND LIABILITY WHETHER OR NOT
EXPRESSLY SET OUT IN ANY OTHER DOCUMENT OR IMPLIED BY LAW, STATUTE, OR
CUSTOM OR WHICH WOULD OTHERWISE BE APPLICABLE THERETO, INCLUDING BUT
NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
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16.2.SERVICES AND PROMEDIX SYSTEM. OMNICELL.COM PROVIDES SERVICES, AND
PROMEDIX PROVIDES SERVICES AND THE PROMEDIX SYSTEM "AS IS" AND EACH
PARTY DISCLAIMS AND EXCLUDES ANY AND ALL OTHER EXPRESS, IMPLIED, AND
STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
GOOD TITLE, WARRANTIES AGAINST INFRINGEMENT, AND THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
NEITHER PARTY WARRANTS THAT THEIR RESPECTIVE SERVICES/SYSTEM WILL
SATISFY THE OTHER PARTY'S, THE SUPPLIER'S OR CUSTOMER'S REQUIREMENTS
OR THAT SUCH SERVICES/SYSTEM IS WITHOUT DEFECT OR ERROR OR THAT THE
OPERATION OF THE SAME WILL BE UNINTERRUPTED. NEITHER PARTY MAKES ANY
WARRANTIES REGARDING ANY TECHNICAL SERVICES OR SUPPORT.
17. OMNICELL INDEMNIFICATION. Omnicell shall indemnify, defend, and
hold harmless Promedix, Customers, Suppliers, and their respective
employees, agents, successors, officers, and assigns, from any suits,
losses, claims, demands, liabilities, costs and expenses (including
attorney and accounting fees) that Promedix, Customers or Supplier may
sustain or incur arising from (a) Omnicell's failure to comply with any
applicable laws and regulations (including without limitation those
regarding the export of products or technology abroad, the Toxic Substance
Control Act, and the Food, Drug and Cosmetic Act) or to obtain any licenses
or approvals from the appropriate government agencies necessary to
concerning the purchase, sell and use the Products, or (b) Omnicell's
breach of any of its obligations set forth in this Agreement. In connection
with the foregoing indemnity obligation, Promedix will provide Omnicell
with (i) prompt written notice of such claim; (ii) control over the defense
and settlement of such claim; and (iii) proper and full information and
assistance at Promedix's expense to settle and/or defend any such claim.
Notwithstanding the foregoing, Omnicell shall not settle any such claim,
suit or proceeding without the written consent of Promedix, which shall not
be unreasonably withheld.
17.1.OMNICELL THIRD PARTY INFRINGEMENT INDEMNIFICATION. Omnicell agrees, at
its own expense, to defend or at its option to settle any claim or
action brought against Promedix on the issue of infringement of any
patent of any Omnicell System, including Commerce One, and to
indemnify and hold Promedix harmless against any and all suits,
losses, claims, demands, liabilities, expenses, damages and costs,
including legal fees, that are attributable to such claim. Omnicell
shall be relieved of the foregoing obligation unless Promedix provides
Omnicell with (a) prompt written notice of such claim or action, (b)
sole control and authority over the defense or settlement of such
claim or action and (c) proper and full information and reasonable
assistance, at Omnicell's expense to defend and/or settle any such
claim or action.
17.1.1. ENJOINED USE. If any Omnicell System, including Commerce One,
is held to infringe and use is enjoined, Promedix agrees to
permit Omnicell, at Omnicell's option and expense, to: (a)
replace or modify the Omnicell System so that it becomes
non-infringing; or (b) procure for Promedix the right to continue
to use the Omnicell System, or, if the foregoing alternatives are
not reasonably available to Omnicell, (c) terminate this
Agreement.
17.1.2. INDEMNIFICATION LIMITATION. OMNICELL'S LIABILITY UNDER THIS
SECTION 17.1. "OMNICELL THIRD PARTY INFRINGEMENT
INDEMNIFICATION," IS LIMITED BY SECTION "LIMITATION OF
LIABILITY." THIS SECTION 17.1.2. STATES THE ENTIRE LIABILITY AND
OBLIGATION OF OMNICELL TO PROMEDIX AND THE EXCLUSIVE REMEDY OF
PROMEDIX , REGARDING ANY ALLEGED OR ACTUAL INFRINGEMENT OR
MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD
PARTY.
18. PROMEDIX INDEMNIFICATION. Promedix shall indemnify, defend, and hold
harmless Omnicell, Customers, Suppliers, and their respective employees,
agents, successors, officers, and assigns, from any suits, losses, claims,
demands, liabilities, costs and expenses (including attorney and accounting
fees) that Omnicell, Customers or Supplier may sustain or incur arising
from (a) Promedix's failure to comply with any applicable laws and
regulations (including without limitation those regarding the export of
products or technology abroad, the Toxic Substance Control Act, and the
Food, Drug and Cosmetic Act) or to obtain any licenses or approvals from
the appropriate government agencies
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necessary to concerning the purchase, sell and use the Products, or (b)
Promedix's breach of any of its obligations set forth in this Agreement.
In connection with the foregoing indemnity obligation, Omnicell will
provide Promedix with (i) prompt written notice of such claim; (ii)
control over the defense and settlement of such claim; and (iii) proper
and full information and assistance at Omnicell's expense to settle
and/or defend any such claim. Notwithstanding the foregoing, Promedix
shall not settle any such claim, suit or proceeding without the written
consent of Omnicell, which shall not be unreasonably withheld.
18.1.PROMEDIX THIRD PARTY INFRINGEMENT INDEMNIFICATION. Promedix agrees, at
its own expense, to defend or at its option to settle any claim or
action brought against Omnicell on the issue of infringement of any
patent of the Promedix System, and to indemnify and hold Customer
harmless against any and all suits, losses, claims, demands,
liabilities, expenses, damages and costs, including legal fees, that
are attributable to such claim. Promedix shall be relieved of the
foregoing obligation unless Omnicell provides Promedix with (a) prompt
written notice of such claim or action, (b) sole control and authority
over the defense or settlement of such claim or action and (c) proper
and full information and reasonable assistance, at Promedix 's expense
to defend and/or settle any such claim or action.
18.1.1. ENJOINED USE. If the Promedix System is held to infringe and
use of the Promedix System is enjoined, Omnicell agrees to permit
Promedix, at Promedix's option and expense, to: (a) replace or
modify the Promedix System so that it becomes non-infringing; or
(b) procure for Customer the right to continue to use the
Promedix System, or, if the foregoing alternatives are not
reasonably available to Promedix, (c) terminate this Agreement.
18.1.2. INDEMNIFICATION LIMITATION. PROMEDIX'S LIABILITY UNDER THIS
SECTION "PROMEDIX THIRD PARTY INFRINGEMENT INDEMNIFICATION," IS
LIMITED BY SECTION "LIMITATION OF LIABILITY." THIS SECTION
18.1.2. STATES THE ENTIRE LIABILITY AND OBLIGATION OF PROMEDIX TO
OMNICELL AND THE EXCLUSIVE REMEDY OF OMNICELL, REGARDING ANY
ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF ANY
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
19. LIMITATION OF LIABILITY. THE PARTIES SHALL NOT BE LIABLE TO EACH OTHER OR
ANY OTHER PARTY UNDER THIS AGREEMENT FOR COSTS OF PROCUREMENT OF SUBSTITUTE
PRODUCTS OR SERVICES, ANY LOSS OF BUSINESS, LOSS OF USE OR DATA,
INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR FOR INDIRECT,
SPECIAL, RELIANCE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL LOSS OR DAMAGE OF
ANY KIND ARISING OUT OF THIS AGREEMENT, WHETHER IN A CONTRACT, TORT, OR
OTHER ACTION FOR OR ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT,
DELAY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PROMEDIX OR
OMNICELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
20. MISCELLANEOUS
20.1.LAWS. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Utah and applicable federal
(U.S.) laws. The choice of law rules forming part of the selected
national law are excluded. Each party will, at its own expense, comply
with any applicable law, statute, ordinance, administrative order,
rule and regulation.
20.2.DISPUTE RESOLUTION. The parties agree to negotiate in good faith to
resolve all disputes arising under this Agreement. This meeting must
be held before either party may seek any other method of dispute
resolution, including judicial or governmental resolutions.
Notwithstanding the foregoing, this section shall not be construed to
prevent either Party from seeking and obtaining temporary equitable
remedies, including injunctive relief.
20.3.SEVERABILITY; MODIFICATION; WAIVER;. If any of the provisions of this
Agreement are held to be invalid under any applicable statute or rule
of law, then they are deemed omitted to that extent.
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Except for Promedix's right to revise Product information and
prices, no alteration, amendment, waiver, cancellation or any other
change in any term or condition of this Agreement shall be valid or
binding on any party unless both parties mutually assent to in
writing. The waiver of one breach or default or any delay in
exercising any rights shall not constitute a waiver of any
subsequent breach or default.
20.4.ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding between the parties as to its subject matter and is
intended to be the final, complete, and exclusive statement of the
terms of such agreement and understanding. This Agreement supersedes
all other prior and contemporaneous agreements and statements on these
subjects. Each party warrants that in entering into this Agreement, it
has not relied upon or been induced by any representation or statement
not expressly set forth in this Agreement.
20.5.NO EMPLOYMENT OR AGENCY. Promedix and Omnicell are independent
contractors. Nothing contained in this Agreement shall be construed to
constitute Promedix and Omnicell as partners, agents or joint
venturers with respect to this Agreement. Neither Omnicell nor
Promedix has the authority to bind the other or to incur any liability
for, or otherwise act on behalf of, the other.
20.6.ASSIGNMENT. This Agreement shall be binding upon the parties and their
respective successors and assigns. No party may assign any of its
rights, obligations or privileges (by operation of law or otherwise)
hereunder without the prior written consent of the other party, which
shall not be unreasonably withheld, provided, that Promedix shall have
the right to assign its rights, obligations and privileges hereunder
to a successor in business or an acquirer of all or substantially all
of its business or assets to which this Agreement pertains without
obtaining the consent of Omnicell.
20.7.NOTICES. Any notice required or permitted to be given by either party
under this Agreement shall be in writing and shall be personally
delivered or sent by certified or registered letter, or by telecopy,
by a courier service, or by electronic mail to the other party at its
address first set forth above, or such new address as may from time to
time be supplied by the parties. If mailed, notices will be deemed
effective three (3) working days after deposit, postage prepaid, in
the mail. If sent by telecopy, courier, or electronic mail, notices
will be deemed effective upon confirmation of receipt by addressee.
20.8.SURVIVABILITY. Sections 8, 10, 13, 15, 16, 17, 18, 19 and 20 and all
payment obligations incurred prior to the termination of this
Agreement, shall survive such termination.
20.9.Force Majeure. Neither Party shall be responsible for failure to
fulfill its obligations under this Agreement due to causes beyond its
reasonable control.
Promedix and Omnicell each represent that they have read and understand this
Agreement, that by signing below they agree to be bound by the terms and
conditions hereof, and that they have caused this Agreement to be executed by
its duly authorized representative.
OMNICELL.COM PROMEDIX .COM, INC.
BY: /s/ Jeffrey L. Arbuckle BY: /s/ Barrie Keiser
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PRINT NAME: Jeffrey L. Arbuckle PRINT NAME: Barrie Keiser
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TITLE: V.P. e-Commerce TITLE: President
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