Exhibit 10.10
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SERVICES AND DISTRIBUTION AGREEMENT
by and between
▇▇▇▇▇▇ HEALTHCARE CORPORATION
as Baxter
and
ALLEGIANCE HEALTHCARE CORPORATION
as Allegiance
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SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
TABLE OF CONTENTS
Page
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1. Definitions; Rules of Construction. 1
2. Grant of Distribution Rights. 6
3. Distributor Model and Kit Model. 6
4. Exclusivity. 7
5. Term. 10
6. Prices and Fees. 11
7. Invoicing and Payments. 14
8. Allegiance's Duties. 16
9. ▇▇▇▇▇▇'▇ Duties. 16
10. Standard of Care. 16
11. Transfer of Title and Risk of Loss. 16
12. Warranties. 17
13. Trademarks. 17
14. Termination. 18
15. Indemnity. 22
16. Insurance. 26
17. Compliance with Laws. 26
18. Force Majeure. 28
19. Confidentiality. 28
20. Limitation of Liability and Remedy. 30
21. Miscellaneous Provisions. 32
22. Dispute Resolution and Arbitration. 34
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23. Assignment. 35
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LIST OF EXHIBITS
Exhibit A Products and Perfusion Services
Exhibit B Allegiance's Duties
Exhibit C ▇▇▇▇▇▇'▇ Duties
Exhibit D Price List for BCS Kit Components
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PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SERVICES AND DISTRIBUTION AGREEMENT
This SERVICES AND DISTRIBUTION AGREEMENT (this "Agreement"), dated as
of October 1, 1996 (the "Effective Date"), by and between ▇▇▇▇▇▇ HEALTHCARE
CORPORATION, a Delaware corporation with its principal offices at ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called "Baxter") and ALLEGIANCE
HEALTHCARE CORPORATION, a Delaware corporation with its principal offices at
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter called
"Allegiance").
RECITALS
Baxter and its parent corporation, ▇▇▇▇▇▇ International Inc. ("▇▇▇▇▇▇
International"), have spun-off various businesses by transferring those
businesses toAllegiance Corporation ("Allegiance Corporation") (or its
subsidiaries) and distributing all of the stock of Allegiance Corporation to the
stockholders of ▇▇▇▇▇▇ International as a dividend. As a result of the
distribution of that dividend, ▇▇▇▇▇▇ International and Allegiance Corporation,
and their respective subsidiaries, are separate and independent corporations.
As a consequence of the foregoing actions, Allegiance will acquire,
inter alia, certain business units, including the U.S. Distribution business,
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that have previously provided various sales and distribution services to
business units owned by ▇▇▇▇▇▇.
▇▇▇▇▇▇ and Allegiance recognize that it is advisable for Allegiance to
continue providing physical distribution and sales support and related services
to Baxter.
AGREEMENT
In consideration of the mutual undertakings contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Baxter and Allegiance agree as follows:
1. Definitions; Rules of Construction.
1.1 Definitions. As used in this Agreement:
1.1.1 "Affiliate" shall mean any Person controlling,
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controlled by, or under direct or indirect common control with a party
hereto. For the purpose of this definition, the term "control" means the
power to direct the management of an entity, directly or indirectly,
whether solely through the ownership of voting securities (as in the case
of subsidiary), by contract, or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. Allegiance
Corporation and ▇▇▇▇▇▇ International shall not be deemed to be Affiliates
of each other.
1.1.2 "Agreement" shall mean this Services and Distribution
Agreement dated as of October 1, 1996, including all Exhibits and Schedules
attached hereto.
1.1.3 "BCS Kit Components" shall mean the Products listed on
Exhibit D hereto.
1.1.4 "Competitor" shall mean (a) with respect to Baxter, any
Person (including an affiliate of such Person) that during the most recently
completed fiscal year has annual net revenues from sales of products competitive
with Products greater than 20% of the total annual net revenues of Baxter from
Products during the most recently completed fiscal year; and (b) with respect to
Allegiance, any Person (including an affiliate of such Person) that during the
most recently completed fiscal year has annual net revenues from the
distribution of medical, surgical and laboratory products greater than 20% of
the total annual net revenues of Allegiance during the most recently completed
fiscal year.
1.1.5 "Component Price" shall mean the price for each BCS Kit
Component (including components for BCS Kits that are included as part of PBDS
Kits) as set forth on Exhibit D, which shall be subject to annual adjustment by
mutual agreement of the parties. If, for any given calendar year, the parties
cannot agree to an adjustment by October 1st of the immediately preceding year,
the price for each BCS Kit Component shall be adjusted by the percentage change
in the Producer's Price Index for the prior year over the preceding calendar
year.
1.1.6 "Cost Management" shall mean the dedication of resources by
Allegiance or its Affiliates to deliver cost improvement services to customers.
Cost Management services shall be comprised of activities which reduce product
consumption, improve utilization of assets, improve logistics, and reduce or
eliminate operating costs. Cost Management transactions shall be those
transactions performed by Allegiance pursuant to any comprehensive Cost
Management contract which
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permits Allegiance to share with a customer the risk and reward of cost savings
generated by Cost Management. As part of such Cost Management transactions,
Allegiance may also provide some or all of the following services: (a) ValueLink
(as defined herein); (b) PBDS (as defined herein); (c) consulting services; (d)
on-site clinical resources; (e) contract materials management; and (f)
consolidated service centers. Cost Management transactions shall include sales
of PBDS Kits that include Products.
1.1.7 "Distributor List Price" shall mean the unit prices shown on
Exhibit A for each Product.
1.1.8 "Gross Profit" shall mean ▇▇▇▇▇▇'▇ standard gross profit as
shown on ▇▇▇▇▇▇'▇ internal management profit and loss statements, consistent
with ▇▇▇▇▇▇'▇ historical accounting policies and procedures and generally
accepted accounting principles. Should these policies and procedures materially
change, Baxter shall inform Allegiance and adjust the calculations accordingly.
1.1.9 "Gross Profit Growth" shall mean the percentage increase of
Gross Profit calculated by dividing year-to-date total Gross Profit by the total
Gross Profit of the immediately preceding entire calendar year for all Products
sold as part of Cost Management transactions except as provided in Section 6.3.
1.1.10 "Kit" shall mean an aggregation by Allegiance of Baxter,
Allegiance, and/or third-party products packaged together or repackaged for
specific uses and procedures including, without limitation, such aggregations
for programs known prior to the Effective Date as Baxter Custom Sterile ("BCS")
and Procedure-Based Delivery Systems ("PBDS").
1.1.11 "Line of Products" shall mean any specifically identified
group of related Products set forth in Exhibit A of this Agreement.
1.1.12 "List Price" shall mean the price for each Product as
specified in ▇▇▇▇▇▇'▇ published price list.
1.1.13 "Notice" shall mean notice given in accordance with Section
21.1.
1.1.14 "Perfusion Services" shall mean those perfusion services
described in Exhibit A hereto.
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1.1.15 "Person" shall mean an individual, corporation, partnership,
limited liability company, unincorporated syndicate, unincorporated
organization, trust, trustee, executor, administrator or other legal
representative, governmental authority or agency, or any group of Persons acting
in concert.
1.1.16 "Products" shall mean the products and accessories
manufactured by or on behalf of Baxter or its Affiliates and listed in Exhibit A
hereto and the parts and components necessary for the repair and replacement
thereof.
1.1.17 "Term" shall mean the period of time provided in Section 5
hereof, including any and all extensions thereof.
1.1.18 "Territory" shall mean the District of Columbia and the
fifty states comprising the United States of America.
1.1.19 "Transfer" shall mean any assignment, transfer, sale or
other disposition to a Person that is not an Affiliate of the Transferor,
including any Transfer by way of merger or consolidation or otherwise by
operation of law.
1.1.20 "ValueLink" shall mean the just-in-time inventory management
service known as ValueLink(R).
1.2 Other Terms. Terms defined in other Sections of this Agreement will
have the meanings therein provided.
1.3 Rules of Construction.
1.3.1 In this Agreement, unless a clear contrary intention
appears:
1.3.1.1 the singular number includes the plural number and vice
versa;
1.3.1.2 reference to any Person includes such Person's
successors and assigns but, if applicable, only if such successors and
assigns are permitted by this Agreement;
1.3.1.3 reference to any gender includes the other gender;
1.3.1.4 reference to any Section or Exhibit or Schedule means
such Section of this Agreement or such Exhibit or Schedule to this
Agreement, as the case may be, and references in any Section or definition
to any clause
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means such clause of such Section or definition;
1.3.1.5 "herein", "hereunder", "hereof", "hereto", and words of
similar import shall be deemed references to this Agreement as a whole and
not to any particular Section or other provision hereof or thereof;
1.3.1.6 "including" (and with correlative meaning "include")
means including without limiting the generality of any description
preceding such term;
1.3.1.7 "distribute" or "distribution" shall be used
interchangeably to refer to Allegiance's duties under either the
Distributor Model or the Kit Model and shall not alone imply a legal
distributor relationship;
1.3.1.8 relative to the determination of any period of time,
"from" means "from and including", "to" means "to but excluding" and
"through" means "through and including";
1.3.1.9 reference to any law (including statutes and
ordinances) means such law as amended, modified, codified or reenacted, in
whole or in part, and in effect from time to time, including rules and
regulations promulgated thereunder; and
1.3.1.10 accounting terms used herein shall have the meanings
historically attributed to them by Baxter and its subsidiaries based upon
▇▇▇▇▇▇'▇ internal financial policies and procedures in effect prior to the
spin-off described in the recitals above.
1.3.1.11 in the event of any conflict between the provisions of
the body of this Agreement and the Exhibits or Schedules hereto, the
provisions of the body of this Agreement shall control; and
1.3.1.12 the headings contained in this Agreement have been
inserted for convenience of reference only, and are not to be used in
construing this Agreement.
1.3.2 This Agreement was negotiated by the parties with the
benefit of legal representation, and any rule of construction or interpretation
otherwise requiring this Agreement to be construed or interpreted against either
party shall not apply to any construction or interpretation hereof. Subject to
Section 21.5 hereof, this Agreement shall be interpreted and construed to the
maximum extent possible so as to uphold the
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enforceability of each of the terms and provisions hereof, it being understood
and acknowledged that this Agreement was entered into by the parties after
substantial and extended negotiations and with full awareness by the parties of
the terms and provisions hereof and the consequences thereof.
2. Grant of Distribution Rights.
2.1 Grant. With respect to sales of all Products and Perfusion Services,
Baxter hereby grants to Allegiance and Allegiance hereby accepts the right,
which shall be exclusive as set forth in Section 4, to provide sales, sales
support, customer service, and physical distribution services, as specified in
Section 8, to customers in the Territory under the Distributor Model and Kit
Model.
2.2 Exceptions and Limitations. Baxter reserves all rights not expressly
granted to Allegiance hereunder. Except as otherwise provided herein,
Allegiance shall not grant to any subagents or subdistributors any of its rights
or obligations hereunder.
2.3 Additional Product Referral. Any customer request related to heart
valves, vascular grafts or annuloplasty rings to be included in Cost Management
services will be forwarded by Allegiance to Baxter with a recommendation from
Allegiance to the customer that Baxter is Allegiance's preferred vendor. Where
appropriate, Baxter and Allegiance will work together to attempt to convert the
customer to Products and Allegiance services.
3. Distributor Model and Kit Model.
3.1. Distributor Model. Allegiance shall maintain the principal
contractual relationship with the customer for sales, sales support, accounts
receivable, and customer service in connection with the supply of the Products
and Perfusion Services in connection with the provision by Allegiance of Cost
Management, ValueLink and other services consolidated on an Allegiance invoice
for Products, Perfusion Services and Allegiance products (as required by the
customer). Baxter shall use reasonable efforts to cooperate with Allegiance and
to facilitate Allegiance's fulfillment of its obligations hereunder. Baxter
shall provide to Allegiance the Distributor List Price to be paid by Allegiance
to Baxter and a suggested direct sale price (the "Suggested Sales Price") in
connection with each Distributor Model transaction, provided, however, that
Allegiance shall have the sole right and responsibility for negotiating and
contracting with each customer the delivered price of the Products and
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Perfusion Services. If customer has a contract with Baxter for such Products
and/or Perfusion Services, or if customer had such a contract with Baxter that
expired in the 90 day period immediately preceding the applicable customer
order, the Suggested Sales Price shall be the contract price. If a customer does
not have a contract with Baxter or if the customer's contract expired more than
90 days prior to such customer's order, the List Price will be the Suggested
Sales Price. If Baxter has a contract with any customer for ▇▇▇▇▇▇'▇ provision
of Products and Perfusion Services to such customer, and such customer
subsequently requests Cost Management, ValueLink, and/or other services
consolidated on an Allegiance invoice for such Products and/or Perfusion
Services and, if applicable, Allegiance products, all such sales of Products
and/or Perfusion Services to such customer shall apply to any minimum purchase
commitments or quantity discounts contained in ▇▇▇▇▇▇'▇ contract with such
customer.
3.2. Kit Model. Allegiance shall maintain the principal contractual
relationship with the customer for sales, sales support, accounts receivable,
and customer service in connection with the provision by Allegiance of Kits.
Baxter shall provide to Allegiance the Component Price for each Product that
Allegiance orders from Baxter for use as a component for a Kit. Allegiance shall
have the sole right and responsibility for negotiating and contracting with each
customer the delivered price of the Kits. If Baxter has an agreement with any
customer for ▇▇▇▇▇▇'▇ provision of Products to such customer and such customer
subsequently requests Kits, all such Kit Model sales of Products to such
customer shall apply to any minimum purchase commitments or quantity discounts
contained in ▇▇▇▇▇▇'▇ agreement with such customer.
3.3. Transition to Consignment Model. At such time as a consignment model
becomes available and each party agrees that use of such consignment model would
be economically beneficial to both parties, the parties agree to use reasonable
business efforts to convert both Distributor Model and Kit Model transactions to
the consignment model. If Baxter and Allegiance are unable to reach agreement
regarding the consignment model, the existing terms of this Agreement shall
remain in effect.
4. Exclusivity.
4.1 Restrictions on Allegiance.
4.1.1 With respect to Cost Management transactions, Allegiance,
its Affiliates, and any other Person acting on its or
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their behalf, shall not, directly or indirectly, market or promote any product
or accept orders through agents or otherwise, to or from any customer or any
Affiliate of any customer for any product that competes in the Territory with
any Products or Perfusion Services. However, the taking and fulfillment by
Allegiance of orders for products that compete with Products in Cost Management
transactions under contracts in existence as of the Effective Date and for the
term of such contracts shall not be deemed to be a breach of this Section.
Without limiting the generality of the foregoing and at all times subject to
availability of the Products and Perfusion Services, Allegiance, its Affiliates,
and any other Person acting on its or their behalf, shall not, directly or
indirectly, market or promote any product that competes with any Product,
Products and/or Perfusion Services as Allegiance's (a) first-line substitute or
for competitive comparison, or (b) as a substitute for any other product
competitive with any Product, Products and/or Perfusion Services. This Section
shall not apply if the applicable Products or Perfusion Services are unavailable
and such unavailability is due substantially to ▇▇▇▇▇▇'▇ acts or omissions.
4.1.2 With respect to non-Cost Management transactions, Allegiance
may market, promote, distribute and sell products which compete with Products.
4.1.3 Allegiance, its Affiliates, and any other Person acting on
its or their behalf, shall not, directly or indirectly, develop or manufacture
any product that competes in the Territory with any Products and Perfusion
Services.
4.1.4 Allegiance, its Affiliates, and any other Person acting on
its or their behalf, shall not, directly or indirectly, market to or solicit
orders from, or distribute any Product through distributors, agents, or
otherwise, to or from any customer or any Affiliate of any customer located
outside of the Territory.
4.2 Restrictions on Baxter. With respect to Cost Management transactions,
Baxter, its Affiliates, and any other Person acting on its or their behalf,
shall not, directly or indirectly, provide or engage any Person other than
Allegiance to provide physical distribution services or to act as ▇▇▇▇▇▇'▇ agent
for distribution services in the Territory with respect to the Products and
Perfusion Services, provided that Baxter shall have the right to:
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4.2.1 distribute the Products and Perfusion Services in the
Territory directly to customers other than distributors, from Baxter
manufacturing facilities and/or ▇▇▇▇▇▇'▇ replenishment centers;
4.2.2 distribute the Products and Perfusion Services to ▇▇▇▇▇▇'▇
Affiliates;
4.2.3 distribute Products and Perfusion Services to customers
within the Territory other than through Allegiance (and Baxter shall be relieved
of its obligation to pay fees pursuant to Section 6.2) if and to the extent
Allegiance is unable to so distribute the Products or Perfusion Services due to
(a) regulatory requirements; (b) Allegiance's material failure to meet agreed-
upon performance standards; or (c) Allegiance being otherwise prohibited or
prevented from selling and/or distributing the Products or Perfusion Services or
refusing or being unable to sell and/or distribute the Products and Perfusion
Services to any customer or class of customers other than by customer decision;
4.2.4 sell and distribute products which are not Products as
defined herein through relationships that do not include Allegiance; and
4.2.5 develop and implement a cardiovascular cost management
program through which the Products and Perfusion Services may be sold in the
Territory. The physical distribution of Products for such a cost management
program, which may include Perfusion Services, shall either be direct from
Baxter or through Allegiance.
This Agreement shall in no way limit the right of Baxter and its Affiliates to
market, sell, or otherwise distribute the Products and Perfusion Services
outside the Territory.
4.3 Exceptions.
4.3.1 Each party shall have the right to request exceptions to the
exclusivity restrictions for individual customers. Such exceptions shall
require written approval of Allegiance's Regional President or ▇▇▇▇▇▇'▇ (CVG)
Vice President of Sales, as applicable, but shall not be unreasonably withheld.
Exceptions shall not be permitted with respect to sales of Perfusion Services.
4.3.2 After the Effective Date, requests from customers for PBDS
Kits which include third-party products which compete with Products shall be
handled as follows: (a) Allegiance
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will suggest Products as the recommended substitutes for the competing products,
and Baxter will recommend Allegiance as the preferred PBDS service provider; and
(b) Allegiance and Baxter will use reasonable sales and marketing efforts
including working jointly with each party's sales representatives wherever
possible to convert the customer to Products and Allegiance services. If after
such efforts a customer continues to refuse to convert to Products or Allegiance
services, Allegiance and Baxter shall be released from the exclusivity
requirements imposed by Section 4.1 solely with respect to sales of PBDS Kits to
such customer.
4.4 Product Exclusivity. Baxter shall have the right, but not the
obligation to: (a) add Products to Exhibit A and this Agreement which are new
products developed by Baxter that are of the same type and have similar
distribution characteristics as the Products set forth in this Agreement; and
(b) delete from Exhibit A and this Agreement any Product, the manufacture and
sale of which has been generally discontinued by ▇▇▇▇▇▇. ▇▇▇▇▇▇ and Allegiance
may agree to add to Exhibit A newly developed or acquired products that are not
of the same type or that do not have the same distribution characteristics as
the Products set forth in Exhibit A as of the Effective Date, but neither Baxter
nor Allegiance is under any obligation to do so. Upon such agreement, Exhibit A
shall be deemed to be amended to reflect any such Product additions and
deletions without any further act by any party hereto. Baxter shall use
commercially reasonable efforts to provide at least 30 days prior written notice
to Allegiance of each such addition or deletion. Exhibit A, as amended and
supplemented from time to time, is incorporated by reference herein and forms
part of this Agreement. Baxter may update Exhibit A effective January 1 of each
calendar year provided that Baxter gives Allegiance 90 days prior written notice
of such update.
5. Term. The initial Term of this Agreement shall begin on the Effective Date
and, except as otherwise provided in this Agreement, end at the end of the day
on December 31, 2001. The Term may be extended for successive additional
periods, subject to the parties agreeing upon the terms and conditions of such
an extension. Each party may in its absolute discretion determine whether or
not the terms of any such proposed extension are acceptable and may refuse to
agree to any such extension for any reason whatsoever. Commencing no later than
July 1, 1998, the parties shall negotiate in good faith regarding modifications
to the terms and conditions of this Agreement for the period commencing October
1, 1998, to provide additional benefits to both parties.
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6. Prices and Fees. Allegiance and Baxter will keep confidential all amounts
by either party to the other.
6.1 For all Products purchased by Allegiance except those Products ordered
as BCS Kit components, Allegiance shall pay to Baxter as the purchase price an
amount equal to the aggregate Distributor List Price in effect at the time of
the order placement of all such Products.
6.2 After Allegiance has sold Products to the customer (except those
Products sold as BCS Kit components), Baxter shall reimburse Allegiance for any
amount by which the Distributor List Price exceeds the Suggested Sales Price
("Vendor Rebate"), and Baxter shall also pay Allegiance the following fees:
6.2.1 For (a) all sales of Products other than through Cost
Management transactions and (b) the initial fee for sales of Products included
in PBDS Kits sold to customers not having a comprehensive Cost Management
agreement with Allegiance, the fee shall be * * * of the Suggested Sales Price.
Therefore, for all such sales, Baxter shall pay Allegiance the Vendor Rebate
plus * * * of the Suggested Sales Price.
6.2.2 The fee for sales of Products included as part of Cost
Management transactions (including Products included in PBDS Kits) shall be * *
* of the Suggested Sales Price, determined as follows:
(a) * * * if Gross Profit Growth is less than or equal to * * *;
(b) * * * if Gross Profit Growth is greater than * * * but less than
or equal to * * *; or
(c) * * * if Gross Profit Growth is greater than * * *.
If at any time during a calendar year, Gross Profit Growth exceeds * * * , and
the * * * or * * * fee * * * applies, such * * * will apply for all subsequent
sales made during such year and retroactively for all sales of PBDS Kits and to
all Cost Management transactions made to date for the year.
6.2.3 As additional fees for Products sold as part of PBDS Kits to
customers not under a comprehensive Cost Management agreement with Allegiance,
Baxter shall pay the difference between the fee calculated as if Section 6.2.2
applied, and the * * * fee paid pursuant to Section 6.2.1. Such additional fees
will be calculated at the end of each applicable quarter.
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PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
6.2.4 If any calculation under this Section 6.2 results in a
negative amount, Allegiance shall pay Baxter such amount.
6.3 If a customer enters into a cardiovascular cost management program
with ▇▇▇▇▇▇ as permitted under Section 4.2.5, and at that time such customer is
a Cost Management customer of Allegiance, then, for any calculation of Gross
Profit Growth made thereafter, the year-to-date Gross Profit on sales by
Allegiance shall be subtracted from total year-to-date Gross Profit, and the
total Gross Profit on sales by Allegiance to such customer for the prior year
shall be subtracted from total Gross Profit for the preceding entire calendar
year.
6.4 If a customer who has been purchasing Product from Baxter or from
Allegiance other than through PBDS or a comprehensive Cost Management agreement
enters into a comprehensive Cost Management agreement with Allegiance or begins
purchasing PBDS Kits containing the Products, then:
6.4.1 for subsequent calculations of Gross Profit Growth, the year-
to-date Gross Profit will include Gross Profit on year-to-date sales made to
that customer (by Baxter or Allegiance) and the prior year Gross Profit will
include Gross Profit on sales made during the prior year to such customer (by
Baxter or Allegiance);
6.4.2 For each calendar quarter thereafter, Allegiance will refund
to Baxter the difference between (a) the fees calculated pursuant to Section
6.2.2 and 6.2.3, and (b) * * *, multiplied by the volume of Product sales made
to such customer by Baxter or Allegiance during the quarter preceding the
quarter in which the transition occurred.
6.5 If the parties' business information systems and/or data processing
systems are unable to accommodate the applicable percentages set forth in this
Section 6, the parties shall agree upon a procedure for monthly payment with a
quarterly adjustment to achieve the effects of the deal set forth herein.
6.6 BCS Kit Components. Allegiance shall pay to ▇▇▇▇▇▇ as the purchase
price of the Products purchased by Allegiance as components for BCS Kits an
amount equal to the aggregate Component Price.
6.7 Perfusion Services. For all sales of Perfusion Services (whether
invoiced by Allegiance or ▇▇▇▇▇▇), ▇▇▇▇▇▇ shall
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pay Allegiance * * * of the sales growth of Perfusion Services (excluding the
effect of acquisitions and divestitures). For purposes of this Section, sales
growth shall be calculated as Perfusion Services net sales in any quarter less
----
Perfusion Services net sales in the corresponding quarter of 1996, provided,
that for calculating such growth for the fourth quarter of 1996, the Perfusion
Services net sales for the fourth quarter of 1995 shall be used. The method used
to exclude the effect of acquisitions and divestitures will be as follows; (a)
for acquisitions, the current quarter sales of the acquisition will be added to
the base sales of the corresponding quarter of 1996, and (b) for divestitures,
the current quarter sales of the divestiture will be subtracted from the base
sales of the corresponding quarter of 1996. This process will continue until a
full twelve months have elapsed since the acquisition or divestiture.
6.8 Field Corrective Action ("FCA") Fees and Expenses.
6.8.1 In addition to the other fees and charges set forth in this
Section 6, in 1997 and subsequent years Baxter will pay Allegiance an annual fee
equal to (a) * * * times (b) the total number of Product lines affected by FCAs
in such year in excess of * * *. For purposes of this Section, any FCAs caused
by Allegiance's negligence shall be excluded. In addition, for each catalog
number affected by an FCA, the total "lines" shall be an amount equal to the sum
of (a) the number of notification processing responses completed by Allegiance
facilities for that FCA, plus (b) the number of dispositions completed by
Allegiance facilities for that FCA. Baxter shall not owe Allegiance any FCA fee
under this Section, nor shall Baxter be entitled to any fee or credit from
Allegiance, if in 1997 or any subsequent year, the total number of lines
affected by FCAs does not exceed 1546. For 1996, the FCA fee will be computed
based on the excess of total Product lines affected by FCAs in the last three
months of 1996 over the average quarterly total of Product lines affected by
FCAs in calendar year 1995.
6.8.2 Additional FCA Services. Baxter shall pay Allegiance the
-----------------------
fees agreed upon for any additional FCA services requested and approved by
Baxter and provided by Allegiance pursuant to Section 1.6.2 of Exhibit B.
6.8.3 Third-Party Invoices. Pursuant to Section 1.6.2 of Exhibit
--------------------
B, Baxter shall reimburse Allegiance for all third-party invoices relating to
additional FCA services requested and approved by Baxter and actually paid by
Allegiance.
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PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
6.9 Packaging Failure. Baxter shall reimburse Allegiance for Allegiance's
actual out-of-pocket expenses (including, without limitation, expenses for
repackaging and return of Product) incurred in respect of failure of shipping
cartons for Products, provided that such failure is not due to Allegiance's acts
or omissions. Such reimbursement shall be paid quarterly and shall be due
within 30 days after receipt of Allegiance's invoice therefor together with full
supporting documentation.
7. Invoicing and Payments.
7.1 General.
7.1.1 Baxter will invoice Allegiance on a daily basis according to
the terms of this Agreement. On or before the tenth day of each calendar month
during the Term, Baxter shall submit a report to Allegiance including its Gross
Profit and Gross Profit Growth, and sales growth of Perfusion Services.
7.1.2 For sales of Products to Allegiance, Baxter shall submit
invoices to Allegiance upon the shipment of Products to Allegiance. Allegiance
shall pay all such invoices net 60 days from the date of the invoice.
7.1.3 For all fees due under Sections 6.2.1 and 6.2.2, such fees
shall be paid net 15 days from the end of the applicable month.
7.1.4 For all fees and refunds due under Sections 6.2.3, 6.3 and
6.4, such fees and refunds shall be paid net 30 days from the end of the
applicable calendar quarter.
7.1.5 For sales of Perfusion Services, Baxter shall pay Allegiance
for any fees due hereunder on a quarterly basis net 30 days from the end of the
applicable calendar quarter. For sales of Perfusion Services invoiced by
Allegiance, Allegiance shall pay the full invoice amount to Baxter within 30
days of the invoice date.
7.1.6 For sales to Allegiance of BCS Kit Components, Baxter will
submit invoices daily to Allegiance upon shipment to Allegiance's BCS facility.
Allegiance shall pay all such invoices net 60 days from the date of the invoice.
7.1.7 Baxter will pay or cause its Affiliates to pay all amounts
due to Allegiance pursuant to this Agreement within 30 days after receipt of any
such invoice.
7.1.8 If any amounts due have not been received by
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PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
the due date, such overdue amounts shall bear interest from the due date at the
rate of * * * per month, or portion thereof, until received. If payment is
delayed because a report required by Section 7.1.1 has not been received,
interest will not accrue until 30 days after receipt of such report.
7.1.9 Either party shall have the right to withhold any amounts
due hereunder if such party in good faith disputes the amount claimed by the
other party to be due hereunder and such party notifies the other party of such
dispute within 30 days after the due date of any such payment. The foregoing
right to withhold payment of disputed amounts shall be limited to amounts
disputed in good faith.
7.2 Reimbursable Expenses. Within 15 days of ▇▇▇▇▇▇'▇ receipt of any
invoice, Baxter shall reimburse Allegiance for Allegiance's actual out-of-pocket
expenses incurred for freight for Products (a) received by Allegiance at its
distribution centers from ▇▇▇▇▇▇'▇ replenishment centers; and (b) shipped by
Allegiance using special transportation requiring a premium charge paid by
Allegiance, billed by Baxter, and collected by Baxter from the customer.
7.3 Audit. Allegiance may audit ▇▇▇▇▇▇'▇ books and records and Baxter may
audit Allegiance's books and records for the purpose of determining compliance
with the terms of this Agreement. The party requesting the audit may use
independent auditors, who may participate fully in such audit. In the event
that an audit is proposed with respect to information which the party to be
audited wishes not to disclose to the other party ("Restricted Information"),
then on the written demand of the party to be audited the individuals conducting
the audit with respect to Restricted Information will be limited to the
independent auditors of the party requesting the audit. In such event, the
party to be audited shall pay the costs of the independent auditors conducting
such audit, but only with respect to that portion of the audit relating to the
Restricted Information. Such independent auditors shall enter into an agreement
with the parties hereto, on terms that are agreeable to both parties hereto,
under which such independent auditors shall agree to maintain the
confidentiality of the information obtained during the course of such audit and
establishing what information such auditors will be permitted to disclose to
report the results of any audit of Restricted Information to the party
requesting the audit. Any such audit shall be conducted during regular business
hours, in a manner that does not interfere unreasonably with the operations of
the party being audited. Such audits shall be conducted not more than once in
any one year period
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PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
unless the next preceding audit disclosed a material failure to conform to the
terms of this Agreement. Subject to the foregoing limitations, any such audit
shall be conducted when requested by Notice given not less than 30 days prior to
the commencement of the audit.
8. Allegiance's Duties. During the Term, Allegiance shall maintain the
facilities and personnel necessary to provide the physical distribution services
and related services in connection with its appointment hereunder including,
without limitation, the facilities and personnel necessary to fulfill
Allegiance's duties as set forth in Exhibit B attached hereto and made a part
hereof.
9. ▇▇▇▇▇▇'▇ Duties. During the Term, Baxter shall maintain the facilities and
personnel necessary to manufacture and distribute the Products and Perfusion
Services as provided for hereunder including, without limitation, the facilities
and personnel necessary to fulfill ▇▇▇▇▇▇'▇ duties as set forth in Exhibit C
attached hereto and made a part hereof.
10. Standard of Care. Each party will use (and will cause its Affiliates to
use) commercially reasonable efforts in the performance of its obligations
hereunder and will do so with the same degree of care, skill and prudence
customarily exercised when engaged in similar activities for itself and its
Affiliates. Subject to the provisions of Section 20 hereof, if a party's
performance is inaccurate, incomplete, or untimely, such party shall, if
practical, promptly perform or reperform such obligations. In performing its
responsibilities hereunder, each party shall accord the other party and its
Affiliates the same priority as it provides itself and its Affiliates under
comparable circumstances. Without limiting the generality of the foregoing, in
the provision of services under comparable circumstances, a party will not
discriminate against the other party or any of its Affiliates solely because the
other party or one of its Affiliates is the recipient of such services. The
parties agree to consult with each other with respect to performance of their
obligations hereunder. Each party shall give due consideration to any
suggestion by the other to improve performance.
10.1 Uniform Commercial Code. The parties agree that the provisions of
Section 2-306(2) of the Uniform Commercial Code shall not apply to services or
any other activities or obligations of either of the parties hereunder.
11. Transfer of Title and Risk of Loss. Title and risk of loss for the
Products shall pass from Baxter to Allegiance upon
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PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
receipt of Products by Allegiance.
12. Warranties.
12.1 Product Warranty. Baxter warrants to Allegiance that, at the time of
delivery to Allegiance: (a) the Products shall not be adulterated or misbranded
within the meaning of the Federal, Food, Drug and Cosmetic Act, as amended and
the regulations issued thereunder, or products that may not, under the provision
of Section 404, 505, 514 or 515 of said Act, be introduced into interstate
commerce, or banned devices under Section 516 of said Act; and (b) Baxter shall
have good and marketable title to all such Products free and clear of all liens
or encumbrances (other than any created by Allegiance).
12.2 Disclaimer. THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL
OTHER WARRANTIES OF ANY KIND, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR
IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND
MERCHANTABILITY. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT
LIABILITY (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BAXTER BE LIABLE TO
ALLEGIANCE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
12.3 Limitation of Liability. ANY LIABILITY OF BAXTER TO ALLEGIANCE UNDER
THE WARRANTY CONTAINED IN THIS SECTION 12.3 SHALL BE LIMITED TO THE TOTAL PRICE
PAID BY ALLEGIANCE FOR THE PRODUCTS WHICH ARE THE SUBJECT OF SUCH LIABILITY PLUS
ALL COSTS FOR TRANSPORTATION AND OTHER DIRECT EXPENSES INCURRED BY ALLEGIANCE
WITH RESPECT TO SUCH PRODUCTS.
13. Trademarks.
13.1 Ownership. Allegiance acknowledges that Baxter or its Affiliates are
the owners or licensees of the trademarks and trade names which Baxter and its
Affiliates use in the promotion and sale of the Products and Perfusion Services
hereunder, and that Allegiance has no right or interest in such trademarks or
trade names. Before commencing any use of the trademarks or trade names
connoting Baxter in connection with any catalog, promotional, packaging, or
other materials, which use has not been previously approved in writing by
Baxter, Allegiance agrees to provide Baxter with proposed specimens of use of
such trademarks or trade names and to obtain ▇▇▇▇▇▇'▇ written approval of such
proposed use.
13.2 Infringement. Allegiance shall notify Baxter promptly
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of any and all infringements or improper use by any third party of the
trademarks and trade names connoting Baxter should Allegiance discover
reasonable cause for believing that such infringement or improper use is taking
place and shall provide to Baxter all information which Allegiance has available
thereon. Baxter shall have sole discretion and control with regard to any
proceedings relating to infringement or improper use of its trademarks and trade
names. Allegiance may choose to be represented by its own counsel in any such
proceedings but such representation shall be solely at Allegiance's expense.
13.3 Equitable Remedies. Allegiance acknowledges that Baxter would not
have any adequate remedy at law for the breach by Allegiance of any one or more
of the covenants contained in this Section 13 and agrees that, in the event of
such breach, Baxter may, in addition to the other remedies which may be
available to it, file a suit in equity to enjoin Allegiance from any further
breach of any of the terms of this Section 13.
14. Termination.
14.1 Change in Control.
14.1.1 General. In the event of a Change in Control of either party
-------
hereto or any Affiliate thereof to which any of the rights or obligations
hereunder have been assigned as permitted by Section 23, the party (the
"Affected Party") with respect to which the Change in Control has occurred,
either directly or with respect to one of its Affiliates, shall give Notice to
the other party (the "Non-Affected Party") within 30 days of the occurrence of
such Change in Control. The Non-Affected Party may terminate this Agreement, in
whole but not in part, in the event of any such Change in Control with respect
to the Affected Party by giving Notice of such termination to the Affected Party
as provided below. In the event of a Change in Control of an Affiliate of the
Affected Party to which any of the rights or obligations hereunder have been
assigned as permitted by Section 23, the Non-Affected Party may terminate this
Agreement with respect to such Affiliate by giving Notice to the Affected Party
as provided below. The Non-Affected Party may exercise the rights of
termination described in the two preceding sentences by giving a Notice of
termination, specifying the date of termination, to the Affected Party at any
time prior to the end of the 60th day following the receipt by the Non-Affected
Party of the applicable Notice of Change in Control given by the Affected Party
pursuant to the first sentence of this Section 14.1.1. In the event that the
applicable Change in Control involves a Competitor of the Non-Affected Party,
the date of
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termination specified by the Non-Affected Party in the Notice of termination
shall be the last day of the calendar month which is not earlier than the sixth
full calendar month following the date of the Notice of termination and not
later than the twelfth full calendar month following the date of the Notice of
termination. In the event that the applicable Change in Control does not involve
a Competitor of the Non-Affected Party, the date of termination specified by the
Non-Affected Party in the Notice of termination shall be the later of (i) the
last day of the twelfth full calendar month following the date of the Notice of
termination and (ii) December 31, 1998.
14.1.2 Definitions. For purposes hereof, "Change in Control" shall
-----------
mean (i) the acquisition, directly or indirectly, by any Person or Persons of
more than 30% of the voting stock of either party to this Agreement or any
Affiliate thereof, (ii) any merger or consolidation involving the Affected Party
or any Affiliate of the Affected Party that requires a vote of the stockholders
of the Ultimate Parent of the Affected Party, (iii) the acquisition by the
Ultimate Parent of the Affected Party or any Affiliate of the Ultimate Parent of
the Affected Party of any Person that (a) is a Rival of the Ultimate Parent of
the Non-Affected Party and (b) after such acquisition, constitutes a
"significant subsidiary" of the Affected Party within the meaning of Rule 1-
02(w) of Regulation S-X of the Regulations of the Securities and Exchange
Commission, substituting 50 percent for 10 percent in the tests used therein to
determine significant subsidiary, and (iv) only in the case of an Affiliate of
the Affected Party, the Transfer of all or substantially all of the business and
assets of such Affiliate. For the purposes hereof, "Rival" shall mean (a) with
respect to Baxter, any Person (including an Affiliate of such Person) that
during its most recently completed fiscal year has annual net revenues greater
than 20 percent of the total annual consolidated net revenues of ▇▇▇▇▇▇
International during its most recently completed fiscal year; and (b) with
respect to Allegiance, any Person (including an Affiliate of such Person) that
during its most recently completed fiscal year has annual net revenues greater
than 20 percent of the total annual consolidated net revenues of Allegiance
Corporation during the most recently completed fiscal year. For the purposes
hereof, "Ultimate Parent" means ▇▇▇▇▇▇ International in the case of Baxter and
Allegiance Corporation in the case of Allegiance.
14.1.3 Transfers by Baxter. In the event that Baxter or any of its
-------------------
Affiliates shall Transfer all or substantially all of the business and assets
relating to any Line of Products as permitted by Section 23, Allegiance may
terminate this Agreement
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with respect to such Line of Products in the same manner as provided in Section
14.1.1. In the event that Baxter or any of its Affiliates shall Transfer all or
substantially all of the business and assets relating to the Products as
permitted by Section 25, Allegiance may terminate this Agreement in its entirety
in the same manner as provided in Section 14.1.1.
14.1.4 Transfers by Allegiance. In the event that Allegiance or any
-----------------------
of its Affiliates shall Transfer any portion of its business and assets relating
to Allegiance's distribution network as permitted by Section 23, which portion
accounted for net sales during the most recently completed fiscal year in excess
of $250 million, Baxter may terminate this Agreement with respect to the
Transferred portion of the distribution network in the same manner as provided
in Section 14.1.1.
14.1.5 Obligation to Negotiate. If demanded in writing by the Non-
-----------------------
Affected Party, the Affected Party shall be obligated, during the period
following a Notice of termination from the Non-Affected Party, to negotiate in
good faith to establish terms and conditions that are acceptable to the Non-
Affected Party for an extension of the Term beyond the date of termination
specified in the Notice of termination in light of the Change in Control,
provided, however, the Non-Affected Party may in its absolute discretion
determine whether any proposed terms and conditions are acceptable and may
refuse to agree to any such terms and conditions for any reason whatsoever.
14.1.6 Confidential Information During the period commencing with
------------------------
any such Change in Control and continuing through the end of the Term (and
thereafter, if appropriate), the Affected Party shall take any and all action
reasonably requested by the Non-Affected Party to protect any confidential
information of the Non-Affected Party from disclosure to or use by any Affiliate
of the Affected Party other than a Person that, immediately prior to the
occurrence of the Change in Control, was an Affiliate of the Affected Party that
regularly accessed such confidential information for a reasonable business
purpose.
14.2 Other Terminations. Each Party shall have the right to terminate this
Agreement effective upon delivery of Notice to the other party if the other
party: (a) makes an assignment for the benefit of creditors, or becomes
bankrupt or insolvent, or is petitioned into bankruptcy, or takes advantage of
any state, federal or foreign bankruptcy or insolvency act, or if a receiver or
receiver/manager is appointed for all or any substantial part of its property
and business and such receiver or receiver/manager remains undischarged for a
period of 30 days,
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(b) has its corporate existence terminated by voluntary or involuntary
dissolution; or (c) materially defaults in the performance of any of its
covenants or obligations contained in this Agreement and such default is not
remedied to the nondefaulting party's reasonable satisfaction within 30 days
after Notice to the defaulting party of such default, or if such default is not
capable of rectification within 30 days, if the defaulting party has not
promptly commenced to rectify the default within such 30 day period and is not
proceeding diligently to rectify the default.
14.3 Procedures on Termination. In the event of any termination of this
Agreement and if and when requested by Allegiance, Baxter will promptly remove
all inventory of Products owned by Baxter from facilities of Allegiance or any
of its Affiliates. Such removal will be effected during normal business hours
after reasonable advance Notice to Allegiance and will be done in a manner that
will not unreasonably disrupt the normal business operations of Allegiance or
Baxter.
Except as otherwise required pursuant to Sections 19 and 21.9, each party
shall destroy or return to the other party all records made or obtained in the
course of performance hereunder containing information regarding the other party
or its customers that is protected from disclosure under Section 19. In the
event that any party shall elect to destroy any records as permitted above, such
party shall provide the other party with written confirmation of any such
destruction.
14.4 Continued Service. In the event that this Agreement is terminated
pursuant to this Section 14, Baxter and Allegiance shall comply fully with this
Agreement and use reasonable efforts to service adequately existing customers of
the Products until such termination becomes effective.
14.5 Pending Orders. On the expiration or termination of this Agreement
for any reason, Allegiance shall continue to honor customer's orders for
Products placed up to the date of expiration or termination, and Baxter shall
pay the fees due to Allegiance on the terms and conditions set forth in this
Agreement. Any consideration due hereunder that is calculated based upon a
specified time period shall be prorated for any partial period of time between
the end of the last such period and the date of expiration or termination. In
the event that Allegiance has elected to terminate this Agreement because of the
failure of Baxter to pay amounts due hereunder, Allegiance shall be obligated to
perform under the first sentence of this Section 14.5 only after Baxter shall
have paid all amounts due and owing
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to Allegiance hereunder.
14.6 Sell-Off. Notwithstanding any provision of this Agreement or any
other agreement between Baxter, Allegiance, and/or their respective Affiliates,
the parties acknowledge that Allegiance and its Affiliates shall be entitled to
continue to sell or otherwise dispose of the Products within the Territory from
and after the effective date of the expiration or termination of this Agreement
if such Products were owned by Allegiance on the date of termination.
14.7 True-Up. No later than 12 months after expiration or termination of
this Agreement, Baxter shall report to Allegiance all discounts and bonuses
accrued but not earned and/or earned but not accrued on sales made hereunder,
and Baxter shall submit either a payment or an invoice for the net of such
amounts.
15. Indemnity.
15.1 ▇▇▇▇▇▇'▇ Obligation. Baxter agrees to indemnify and hold Allegiance
and the Allegiance Indemnified Parties harmless from and against, and in respect
of, any and all claims by, and liabilities to, third parties ("Third-Party
Claims") asserted against or incurred by, and any and all expenses (including
all fees and expenses of counsel, travel costs and other out-of-pocket costs) in
connection with pending or threatened litigation or other proceedings regarding
such Third-Party Claims ("Expenses") incurred by, Allegiance or any of the
Allegiance Indemnified Parties (as hereinafter defined) which arise out of or
relate to:
15.1.1 any actual or alleged patent, copyright or trademark
infringement, or violation of any other proprietary right, arising out of the
purchase, sale or use of Products pursuant to this Agreement;
15.1.2 any tort claim, including claims for personal injury, wrongful
death or property damage, to the extent such claims are based upon any wrongful
or negligent act or omission by ▇▇▇▇▇▇ (or its employees or agents) in the
course of its performance of this Agreement;
15.1.3 defects in Products;
15.1.4 any actual or alleged breach of warranty or obligation, if
any, accompanying the Product or Products, subject to the limitations in Section
12 to the extent provided therein; and
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15.1.5 any claim for personal injury, wrongful death or property
damage arising out of the use of a Product;
provided that this Section 15.1 shall not apply to any Third-Party Claim or
--------
Expense to the extent that the parties agree, or it is finally determined
pursuant to Section 15.4 that the Third-Party Claim or Expense is within the
scope of Allegiance's indemnity obligation set forth in Sections 15.2.1 and
15.2.2 below.
The Allegiance Indemnified Parties shall mean and include (A) Allegiance's
Affiliates (B) the respective directors, officers, agents and employees of and
counsel to Allegiance and its Affiliates, (C) each other person, if any,
controlling Allegiance or any of its Affiliates, and (D) the successors,
assigns, heirs and personal representatives of any of the foregoing. Expenses
shall be reimbursed or advanced when and as incurred promptly upon submission by
Allegiance or any Allegiance Indemnified Party of statements to ▇▇▇▇▇▇.
15.2 Allegiance's Obligation. Allegiance agrees to indemnify and hold
▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Indemnified Parties harmless from and against, and in
respect of, any and all Third-Party Claims asserted against or incurred by, and
any and all Expenses incurred by, ▇▇▇▇▇▇ or any of the ▇▇▇▇▇▇ Indemnified
Parties (as hereinafter defined) which arise out of or relate to:
15.2.1 any tort claim, including claims for personal injury, wrongful
death or property damage, to the extent such claims are based upon any wrongful
or negligent act or omission by Allegiance (or its employees or other agents) in
the course of its performance of this Agreement including, but not limited to,
any Third-Party Claims or Expenses caused by any such wrongful or negligent act
or omission constituting a representation concerning the characteristics or
method of usage of Products, or relating to the storage, handling, or delivery
of Products or selection of Products for inclusion in Kits; and
15.2.2 any actual or alleged patent, copyright or trademark
infringement, or violation of any other proprietary right, arising out of any
act or omission of Allegiance or any of its Affiliates in connection with the
sale of Kits or relating to any intellectual property owned by Allegiance or any
of its Affiliates and used in connection with the sale of Kits.
The ▇▇▇▇▇▇ Indemnified Parties shall mean and include (A) ▇▇▇▇▇▇'▇ Affiliates,
(B) the respective directors, officers,
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agents and employees of and counsel to ▇▇▇▇▇▇ and its Affiliates, (C) each other
person, if any, controlling ▇▇▇▇▇▇ or any of its Affiliates, and (D) the
successors, assigns, heirs and personal representatives of any of the foregoing.
Expenses shall be reimbursed or advanced when and as incurred promptly upon
submission by ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Indemnified Party of statements to
Allegiance.
15.3 Third-Party Claims. If any third party shall make any claim or
commence any arbitration proceeding or suit against any one or more of the
▇▇▇▇▇▇ Indemnified Parties or the Allegiance Indemnified Parties (hereafter,
"Indemnified Persons") with respect to which an Indemnified Person intends to
make any claim for indemnification against Allegiance under Section 15.2 or
against ▇▇▇▇▇▇ under Section 15.1 (as the case may be, the "Indemnifying
Party"), such Indemnified Persons shall promptly give written notice to the
Indemnifying Party of such third party claim, arbitration proceeding or suit and
the following provisions shall apply.
15.4 Control of Proceedings.
15.4.1 The Indemnifying Party shall have 20 business days after
receipt of the notice referred to in Section 15.3 to notify the Indemnified
Party that it elects to conduct and control the defense of such claim,
proceeding or suit. If the Indemnifying Party does not give the foregoing
notice, the Indemnified Party shall have the right to defend, contest, settle or
compromise such claim, proceeding or suit in the exercise of its exclusive
discretion subject to the provisions of Section 15.5, and the Indemnifying Party
shall, upon request from any of the Indemnified Persons, promptly pay to such
Indemnified Persons in accordance with the other terms of this Section the
amount of any Third-Party Claim resulting from their liability to the third
party claimant and all related Expense.
15.4.2 If the Indemnifying Party gives the foregoing notice, the
Indemnifying Party shall have the right to undertake, conduct and control,
through counsel reasonably acceptable to the Indemnified Party, and at its sole
expense, the conduct and settlement of such claim, proceeding or suit, and the
Indemnified Party shall cooperate with the Indemnifying Party in connection
therewith, provided that (i) the Indemnifying Party shall not thereby permit any
lien, encumbrance or other adverse charge to thereafter attach to any asset of
any Indemnified Person; (ii) the Indemnifying Party shall not thereby permit any
injunction against any Indemnified Person; (iii) the Indemnifying Party shall
permit the Indemnified Person and counsel chosen by the
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Indemnified Person and reasonably acceptable to the Indemnifying Party to
monitor such conduct or settlement and shall provide the Indemnified Person and
such counsel with such information regarding such claim, proceeding or suit as
either of them may reasonably request (which request may be general or
specific), but the fees and expenses of such counsel shall be borne by the
Indemnified Person unless (1) the Indemnifying Party and the Indemnified Person
shall have mutually agreed to the retention of such counsel or (2) the named
parties to any such claim, proceeding or suit include the Indemnified Person and
the Indemnifying Party and in the reasonable opinion of counsel to the
Indemnified Person representation of both parties by the same counsel would be
inappropriate due to actual or likely conflicts of interest between them, in
either of which cases the reasonable fees and disbursements of counsel for such
Indemnified Person shall be reimbursed by the Indemnifying Party to the
Indemnified Person; and (iv) the Indemnifying Party shall agree promptly to
reimburse to the extent required under this Section the Indemnified Person for
the full amount of any Third-Party Claim resulting from such claim, proceeding
or suit and all related Expense incurred by the Indemnified Person.
15.4.3 In no event shall the Indemnifying Party without the prior
written consent of the Indemnified Person, settle or comprise any claim or
consent to the entry of any judgment that does not include as an unconditional
term thereof the giving by the claimant or the plaintiff to the Indemnified
Person a release from all liability in respect of such claim.
15.4.4 If the Indemnifying Party shall not have undertaken the
conduct and control of the defense of any claim, suit or proceeding as provided
above, the Indemnifying Party shall nevertheless be entitled through counsel
chosen by the Indemnifying Party and reasonably acceptable to the Indemnified
Person to monitor the conduct or settlement of such claim by the Indemnified
Person, and the Indemnified Person shall provide the Indemnifying Party and such
counsel with such information regarding such action or suit as either of them
may reasonably request (which request may be general or specific), but all costs
and expenses incurred in connection with such monitoring shall be borne by the
Indemnifying Party.
15.5 Settlement of Third-Party Claims by the Indemnified Person. So long
as the Indemnifying Party is contesting any such claim, suit or proceeding in
good faith, the Indemnified Person shall not pay or settle any such claim,
proceeding or suit. Notwithstanding the foregoing, the Indemnified Person shall
have the right to pay or settle any such claim, proceeding or suit,
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provided that in such event the Indemnified Person shall waive any right to
indemnity therefor by the Indemnifying Party, and no amount in respect thereof
shall be claimed as Third-Party Claim or Expense under this Section 15.
If the Indemnifying Party shall not have undertaken the conduct and control
of the defense of any claim, suit or proceeding as provided above, the
Indemnified Person, on not less than 30 days' prior written Notice to the
Indemnifying Party, may make settlement (including payment in full) of such
claim and such settlement shall be binding upon the parties hereto for the
purposes hereof, unless within said 30-day period the Indemnifying Party shall
have requested the Indemnified Person to contest such claim at the expense of
the Indemnifying Party. In such event, the Indemnified Person shall promptly
comply with such request and the Indemnifying Party shall have the right to
direct the defense of such claim or any litigation based thereon subject to all
of the conditions of Section 15.4. Anything in this Section 15 to the contrary
notwithstanding, if the Indemnified Person advises the Indemnifying Party that
it has determined to make settlement of a claim, the Indemnified Person shall
have the right to do so at its own cost and expense, without any requirement to
contest such claim at the request of the Indemnifying Party, but without any
right under the provisions of this Section 15 for indemnification by the
Indemnifying Party.
16. Insurance. Each party is responsible for carrying any insurance desired by
it in its sole discretion, including comprehensive general liability insurance,
insurance to cover its facilities, products liability insurance and business
interruption insurance.
17. Compliance with Laws.
17.1 Allegiance Compliance. Allegiance shall, to the extent material to
Allegiance and its Affiliates taken as a whole, comply (or cause compliance)
with all existing and future federal, state and other laws and regulations in
the Territory applicable to the conduct of Allegiance's business, the provision
of Perfusion Services or the possession of Products pursuant to this Agreement
including, without limitation, the following:
17.1.1 giving prompt written notice to ▇▇▇▇▇▇ if Allegiance should
become aware of any actual defect or condition which may alter the quality of
the Products and Perfusion Services in any material respect or may render any of
the Products and Perfusion Services in violation of any applicable
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law or regulation of the Territory including, without limitation, any violation
which could require any alteration of the specifications of any Product, affect
the sale of any Product, cause revocation of any regulatory approval with
respect to any Product or its sale hereunder, or give rise to a claim against
▇▇▇▇▇▇ by any person, and Allegiance shall promptly notify ▇▇▇▇▇▇ upon becoming
aware of any changes in any laws or regulations in the Territory applicable to
the manufacture, sale, packaging, labeling, possession or use of the Products;
17.1.2 keeping appropriate records of all lot coded and serial
numbered Products shipped to customers; and
17.1.3 making prompt return of any and all Products affected by
holds or recalls if so requested by ▇▇▇▇▇▇.
To the extent applicable to the subject matter of this Agreement, and
pursuant to the requirements of 42 CFR 420.300 et. seq., Allegiance hereby
agrees to make available to the Secretary of Health and Human Services ("HHS"),
the Comptroller of the General Accounting Office ("GAO"), or their authorized
representatives, all contracts, books, documents and records relating to the
nature and extent of costs hereunder for a period of four (4) years after the
furnishing of services hereunder. In addition, if any part of any Product is to
be provided by subcontract, Allegiance hereby agrees to require by contract that
such subcontractor make available to the HHS and GAO, or their authorized
representatives, all contracts, books, documents and records relating to the
nature and costs thereunder for a period of four (4) years after the furnishing
of services thereunder.
17.2 ▇▇▇▇▇▇ Compliance. ▇▇▇▇▇▇ shall, to the extent material to ▇▇▇▇▇▇ and
its Affiliates take as a whole, comply (or cause compliance) with all existing
and future laws and regulations in the Territory applicable to the conduct of
▇▇▇▇▇▇'▇ business or the manufacture, packaging, labeling and sale to Allegiance
of Products pursuant to this Agreement, including, without limitation, the
following:
17.2.1 giving prompt written notice to Allegiance if ▇▇▇▇▇▇ should
become aware of any actual defect or condition which may alter the quality of
the Products or Perfusion Services in any material respect or may render any of
the Products or Perfusion Services in violation of any applicable law or
regulation of the Territory, including, without limitation, any violation which
could require any alteration of the specifications of any Product, affect the
sale of any Product, cause revocation of any federal, state or other regulatory
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approval with respect to any Product or its sale hereunder or give rise to a
claim against Allegiance by any person; and
17.2.2 giving prompt written notice to Allegiance of any and all
Products affected by holds or recalls and, if ▇▇▇▇▇▇ requests Allegiance to
return any of such Products to ▇▇▇▇▇▇, promptly reimburse Allegiance for the
price of such returned Products paid by Allegiance under this Agreement and the
direct cost of returning such Products to ▇▇▇▇▇▇.
The Products and Perfusion Services provided hereunder will not be provided
in violation of any applicable Equal Employment Opportunity requirements
including those set forth in Section 202 of Executive Order 11246, as amended.
18. Force Majeure. The obligations of either party to perform under this
Agreement shall be excused during each period of delay caused by matters (not
including lack of funds or other financial causes) such as strikes, supplier
delays, shortages of raw materials, government orders or acts of God, which are
reasonably beyond the control of the party obligated to perform; provided that
nothing contained in this Agreement shall affect either party's ability or
discretion with respect to any strike or other employee dispute or disturbance
and all such strikes, disputes or disturbances shall be deemed to be beyond the
control of such party. A condition of force majeure shall be deemed to continue
only so long as the affected party shall be taking all reasonable actions
necessary to overcome such condition. In the event that either party hereto
shall be affected by a condition of force majeure, such party shall give the
other party prompt Notice thereof, which Notice shall contain the affected
party's estimate of the duration of such condition and a description of the
steps being taken or proposed to be taken to overcome such condition of force
majeure. Any delay occasioned by any such cause shall not constitute a default
under this Agreement, and the obligations of the parties shall be suspended
during the period of delay so occasioned. During any period of force majeure,
the party that is not directly affected by such condition of force majeure shall
be entitled to take any reasonable action necessary to mitigate the effects of
such condition of force majeure, and the provisions of Section 4 shall be
suspended to the extent necessary to permit any such action.
19. Confidentiality.
19.1 Allegiance Information. ▇▇▇▇▇▇ agrees to hold, and to use reasonable
efforts to cause its employees and representatives to hold, in confidence all
marketing and pricing information of a
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confidential nature pertaining to the Territory received by ▇▇▇▇▇▇ from
Allegiance after the Effective Date or obtained from Allegiance in the course of
an audit pursuant to Section
7.3, in a manner consistent with ▇▇▇▇▇▇'▇ treatment of its own confidential
information. ▇▇▇▇▇▇ shall not use such information for any purpose other than
as contemplated under this Agreement or verifying compliance with this
Agreement, without Allegiance's prior written consent.
19.2 ▇▇▇▇▇▇ Information. Allegiance agrees to hold, and to use reasonable
efforts to cause its employees and representatives to hold, in confidence all
information concerning ▇▇▇▇▇▇, furnished to or obtained by Allegiance after the
Effective Date all marketing and pricing information of a confidential nature
pertaining to the Territory received by Allegiance, in a manner consistent with
Allegiance's treatment of its own confidential information. Allegiance shall
not use such information for any purpose other than as contemplated under this
Agreement, without ▇▇▇▇▇▇'▇ prior written consent.
19.3 General. The obligations of confidentiality and non-disclosure imposed
under this Section 19 shall not apply to data and information that the recipient
can demonstrate:
19.3.1 is published or is or otherwise becomes available to the
general public as part of the public domain without breach of this Agreement;
19.3.2 has been furnished or made known to the recipient without
any obligation to keep it confidential by a third party under circumstances
which are not known to the recipient to involve a breach of the third party's
obligations to a party hereto;
19.3.3 was developed independently of information furnished to the
recipient under this Agreement; or
19.3.4 was known to the recipient at the time of receipt thereof
from the other party, is not otherwise subject to (a) the confidentiality
restrictions contained in the Reorganization Agreement dated as of September 30,
1996 between ▇▇▇▇▇▇ International and Allegiance Corporation, or (b) any other
obligation to keep it confidential and was obtained from a third party under
circumstances which were known to the recipient to involve a breach of the third
party's obligations to a party
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hereto.
19.4 Equitable Relief. Each party (the "first party") acknowledges that
the other party would not have an adequate remedy at law for the breach by the
first party of any one or more of the covenants contained in this Section 19 and
agrees that, in the event of such breach, the other party may, in addition to
the other remedies which may be available to it, apply to a court for an
injunction to prevent breach of this Section 19 and to enforce specifically the
terms and provisions of this Section.
19.5 Required Disclosures. The provisions of this Section shall not
preclude disclosures required by law; provided, however, that each party will
use reasonable efforts to notify the other, prior to making any such disclosure,
and permit the other to take such steps as it deems appropriate, including
obtaining a protective order, consistent with applicable law, to minimize any
loss of confidentiality.
19.6 Security. Each party shall be responsible for preventing unauthorized
remote access by such party's own agents and employees to data transferred to or
otherwise made available to the other party under this Agreement.
20. Limitation of Liability and Remedy.
20.1 Damages. In no event, whether based on contract, indemnity, warranty,
tort (including negligence), strict liability or otherwise, shall either party
or any of its directors, officers, employees or agents, be liable for special,
exemplary, or punitive damages. The foregoing limitation and disclaimer shall
apply irrespective of whether the possibility of such special, exemplary, or
punitive damages had been disclosed in advance or could have reasonably been
foreseen.
The limitations and disclaimers of obligations and liabilities contained in
this Section 20 are intended to apply to the fullest extent permitted by law;
provided that such limitations and disclaimers shall not limit amounts payable
with respect to any express indemnity provided for in this Agreement.
20.2 Exclusive Remedies.
20.2.1 ▇▇▇▇▇▇'▇ Exclusive Remedies. Except in the case of the gross
---------------------------
negligence or willful misconduct of Allegiance or its Affiliates, ▇▇▇▇▇▇'▇
exclusive remedies against Allegiance for any breach of, or other act or
omission arising out of or relating to, this Agreement shall be:
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20.2.1.1 the right to receive payment of amounts owed under
Sections 6 and 7 hereof;
20.2.1.2 the right to require reperformance of any service to
the extent required pursuant to Section 9;
20.2.1.3 the right to indemnification as provided in Section 15;
20.2.1.4 the right to injunction, specific performance or other
equitable non-monetary relief when available under applicable law;
20.2.1.5 the right to terminate this Agreement for material
breach as set forth in Section 14; and
20.2.1.6 the right to actual damages for breach of Section 19.
20.2.2 Allegiance's Exclusive Remedies. Except in the case of the
-------------------------------
gross negligence or willful misconduct of ▇▇▇▇▇▇ or its Affiliates, Allegiance's
exclusive remedies against ▇▇▇▇▇▇ for any breach of, or other act or omission
arising out of or relating to, this Agreement shall be:
20.2.2.1 the right to receive payment of amounts owed under
Sections 6 and 7 hereof;
20.2.2.2 with respect to Distributor Model transactions only,
the right to require ▇▇▇▇▇▇ to repair or replace (at ▇▇▇▇▇▇'▇ option and
expense) any Product that proves not to be in conformity with applicable
labeling or specifications, and ▇▇▇▇▇▇ shall pay the transportation and
other costs incurred by Allegiance with respect to any Products returned to
▇▇▇▇▇▇ for repair or replacement under this Section 20.2.2.2, or at
▇▇▇▇▇▇'▇ option, reimburse Allegiance for any such costs;
20.2.2.3 the right to indemnification as provided in Section 15;
20.2.2.4 the right to injunction, specific performance or other
equitable non-monetary relief when available under applicable law;
20.2.2.5 the right to terminate this Agreement for material
breach as set forth in Section 14; and
20.2.2.6 the right to actual damages for
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PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
breach of Section 19.
21. Miscellaneous Provisions.
21.1 Notices. All notices and other communications required under this
Agreement shall be in writing and shall be deemed to have been given if
delivered by hand, or sent by courier or facsimile transmission (provided that
in the case of facsimile transmission, a confirmation copy of the notice shall
be delivered by hand or sent by courier within 2 days of transmission),
addressed:
To ▇▇▇▇▇▇:
▇▇▇▇▇▇ Healthcare Corporation
CardioVascular Group
▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
with copies to:
▇▇▇▇▇▇ Healthcare Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
if to Allegiance to:
Allegiance Healthcare Corporation
▇▇▇▇▇ Park Building
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
with a copy to:
Allegiance Healthcare Corporation
▇▇▇▇▇ Park Building
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President--Distribution
until notice of a change in address or addressee is given as provided in this
Section 21.1. All notices given in accordance with this Section 21.1 shall be
effective, if delivered by hand or by courier, at the time of delivery, and, if
communicated by facsimile transmission, at the time of transmission.
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21.2 Entire Agreement. This Agreement is the entire agreement between
the parties hereto with respect to the subject matter hereof, there being no
prior written or oral promises or representations not incorporated herein.
21.3 Choice of Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Illinois and the
federal laws of the United States of America applicable therein, as though all
acts and omissions related hereto occurred in Illinois. Any lawsuit arising from
or related to this Agreement shall only be brought in the United States District
Court for the Northern District of Illinois or the Circuit Court of Lake County,
Illinois. To the extent permissible by law, the parties hereby consent to the
jurisdiction and venue of such courts. Each party hereby waives, releases and
agrees not to assert, and agrees to cause its Affiliates to waive, release and
not assert, any rights such party or its Affiliates may have under any foreign
law or regulation that would be inconsistent with the terms of this Agreement as
governed by Illinois law.
21.4 Amendment; Waiver. No amendment or modification of the terms of
this Agreement shall be binding on either party unless reduced to writing and
signed by an authorized representative of the party to be bound. The waiver by
either party of any particular default by the other party shall not affect or
impair the rights of the party so waiving with respect to any subsequent default
of the same or a different kind; nor shall any delay or omission by either party
to exercise any right arising from any default by the other affect or impair any
rights which the nondefaulting party may have with respect to the same or any
future default.
21.5 Severability. In the event that any of the provisions of this
Agreement is held to be invalid, illegal, void or otherwise unenforceable in any
jurisdiction by reason of any rule of law, administrative decision, judicial
decision, public policy or otherwise, such provision shall be ineffective in
such jurisdiction to the extent of such invalidity, illegality, voidness or
unenforceability without affecting, impairing or invalidating the remaining
provisions, if any, of this Agreement. Any such invalid, illegal, void or
otherwise unenforceable provisions shall be replaced by valid and enforceable
substitute provisions which are as similar as possible to such invalid, illegal,
void or otherwise unenforceable provisions in terms of economic and other
commercial effect upon the parties, which substitute provisions shall be
established pursuant to the dispute resolution procedure set forth in Section
22.2.
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21.6 Relationship of the Parties. By virtue of this Agreement, neither
party constitutes the other as its agent (except as otherwise expressly
provided), partner, joint venturer, or legal representative and neither party
has express or implied authority to bind the other in any manner whatsoever.
21.7 Survival. The rights and obligations of the parties under Sections
7.3, 12, 14.5, 14.6, 15, 19, 20, and 22, as well as all rights and obligations
with respect to any amounts that remain unpaid under Sections 6 or 7 hereof as
of the date of termination, shall survive any termination of this Agreement.
21.8 Counterparts. For convenience of the parties hereto, this Agreement
may be executed in one or more counterparts, each of which shall be deemed an
original for all purposes.
21.9 Records Retention. Each party will retain all information obtained
or created in the course of performance hereunder in accordance with the records
retention guidelines of the other party existing from time to time. Each party
has advised the other of its respective guidelines as in effect on the Effective
Date and will advise the other party of any subsequent changes therein.
21.10 Beneficiaries. Except for the provisions of Section 15 hereof,
which are also for the benefit of the other Persons indemnified, this Agreement
is solely for the benefit of the parties hereto and their respective Affiliates,
successors and permitted assigns and shall not confer upon any other Person any
remedy, claim, liability, reimbursement or other right in excess of those
existing without reference to this Agreement.
22. Dispute Resolution and Arbitration.
22.1 Escalation. The parties agree that they will attempt to settle any
claim or controversy arising out of this Agreement through good faith
negotiations in the spirit of mutual cooperation between business executives
with authority to resolve the controversy. Prior to taking action as provided
in Section 22.2, the parties shall first submit such claim or controversy to the
appropriate Divisional Presidents of each party for resolution, and if such
Divisional Presidents are unable to resolve such claim or controversy, either
party may request that their respective chief executive officers, or their
respective delegees, attempt to resolve the dispute. The officers or delegees
to whom any such claim or controversy is submitted as provided above shall
attempt to resolve the dispute through good faith negotiations over a reasonable
period, not to exceed 30
34
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
days in the aggregate unless otherwise agreed. Such 30 day period shall be
deemed to commence on the date of a Notice from either party describing the
particular claim or controversy.
22.2 Arbitration. Any dispute, claim or controversy arising out of or
relating to this Agreement, or the breach or validity hereof, whether at common
law or pursuant to any statute, regulation, rule or policy, that is not resolved
by good faith negotiations in the spirit of mutual cooperation pursuant to
Section 22.1 will, upon the written request of either party, be resolved by
binding arbitration conducted in accordance with the Rules of the CPR Institute
for Dispute Resolution by a sole arbitrator who is a member of the National
Health Lawyers Association or another mutually agreeable individual. Such
arbitrator shall set a schedule for determination of such dispute that is
reasonable under the circumstances. Such arbitrator shall determine the dispute
in accordance with this Agreement and the substantive rules of law (but not the
rules of procedure) that would be applied by a federal court sitting in
Illinois. The arbitration shall take place in Lake County, Illinois. The
arbitration will be governed by the United States Arbitration Act, 9 U.S.C.
(S)(S) 1-16 and the Patent Arbitration Act, 35 U.S.C. (S) 294. Judgment upon
the award rendered by the arbitrator may be entered by any court having
jurisdiction. Where this Agreement provides for future agreement by the
parties, failure to reach such agreement shall not constitute a dispute subject
to the provisions of this Section 22 except as expressly provided otherwise.
22.3. Injunctive Relief. Nothing contained in this Section 22 shall
prevent either party from resorting to judicial process if injunctive or other
equitable relief from a court is necessary to prevent serious and irreparable
injury to one Party or to others. The use of arbitration procedures will not be
construed under the doctrine of laches, waiver or estoppel to affect adversely
either party's right to assert any claim or defense.
23. Assignment.
23.1. General. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns, provided, however, that, except as provided below, neither party may
Transfer its interest in the Agreement, including Transfers by operation of law
such as by way of merger or consolidation, without the prior written consent of
the other party, which consent may not be unreasonably withheld.
Notwithstanding the foregoing sentence, either party may Transfer
35
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
its rights and obligations under this Agreement to any corporation or other
entity that shall acquire all or substantially all of such party's business and
assets and assume in writing all of such party's obligations hereunder and
deliver a signed copy of such assumption instrument to the other party; and,
upon the other party's receipt of such assumption instrument, the assigning
party shall be fully released and discharged from its obligations under this
Agreement. In the event of such a Transfer, the Non-Affected Party shall have
the right to terminate this Agreement as provided in Section 14.
23.2. Certain Other Transfers by Baxter. Notwithstanding the foregoing
provisions of this Section 23, to the extent that (a) any Person that is not a
Competitor of Allegiance shall acquire all or substantially all of ▇▇▇▇▇▇'▇
business and assets relating to any Line of Products, or (b) any Person shall
acquire all or substantially all of ▇▇▇▇▇▇'▇ business and assets relating to the
Products; then Baxter may Transfer the portion of its rights hereunder relating
to such Line of Products or all of its rights hereunder, respectively, to such
acquiring Person, provided that any such acquiring Person shall assume in
writing all of ▇▇▇▇▇▇'▇ obligations hereunder which correspond to the portion of
rights Transferred, and shall deliver a signed copy of such assumption
instrument to Allegiance. Baxter shall remain liable for all of the obligations
under this Agreement notwithstanding any such Transfer. In the event of any
Transfer described in this paragraph, Allegiance shall have the right to
terminate the portion of this Agreement relating to such Line of Products as
provided in Section 14.
23.3. Certain Other Transfers by Allegiance. Notwithstanding the foregoing
provisions of this Section 23, to the extent that any Person shall acquire all
or any portion of Allegiance's business and assets relating to the Allegiance's
distribution network, Allegiance may Transfer the portion of its rights
hereunder relating to such portion of its distribution network to such acquiring
Person, provided that any such acquiring Person shall assume in writing the
portion of Allegiance's obligations hereunder relating to the portion of the
distribution network so Transferred, and shall deliver a signed copy of such
assumption instrument to Baxter. Allegiance shall remain liable for all of the
obligations under this Agreement notwithstanding any such Transfer. In the event
of any Transfer described in this paragraph, Baxter shall have the right to
terminate this Agreement as provided in Section 14.
36
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
* * * * * *
IN WITNESS WHEREOF, the parties have by their duly authorized officers
executed this Agreement as of the date first above written.
BAXTER: ALLEGIANCE:
------ ----------
▇▇▇▇▇▇ HEALTHCARE CORPORATION ALLEGIANCE HEALTHCARE
CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------- -------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Group Vice President-- Title: Senior Vice President
CardioVascular and General Counsel
37
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN CUSTOM/BOSPACS SEE SCHEDULE 1 N/A
BEN DURAPAC100 DURAFLO II TREATED MEMBRANE * * * EA 1
BEN DPAC200 INCLUDES DURAPAC100, SPIRALGLD * * * EA 1
BEN SPRGHSRG SPIRALGOLD MEMBRANE OXYGENATOR * * * EA 1
BEN SPRLGD SPIRALGOLD MEMBRANE OXYGENATOR * * * CS 4
BEN SPRLGDIC SPIRALGOLD MEMBRANE OXYGENATOR * * * EA 1
BEN SPRLGHSR SPIRALGOLD MEMBRANE OXYGENATOR * * * EA 1
BEN BMR1500 RESERVOIR, HARD SHELL VENOUS * * * CS 4
BEN HSR4000 RESERVOIR, HSR4000 * * * CS 4
BEN HSR4000G RESERVOIR, HSR4000 GOLD * * * CS 4
BEN SPRLIC SPIRAL OXY IC RESERVOIR * * * EA 1
BEN BMR1900GOLD DURAFLO II TREATED BMR1900 STE * * * CS 4
BEN BMR800GOLD VENOUS RESERVOIR WITH DURAFLO * * * CS 4
BEN BEN10PLS OXYGENATOR, ADULT BUBBLE/FILM * * * CS 4
BEN BEN5 OXYGENATOR, PEDIATRIC BUBBLE * * * CS 4
BEN BI02 OXYGENATOR INFANT BUBBLE * * * CS 4
BEN BCR2500 CARDIOTOMY RESERVOIR W/FILTER * * * CS 6
BEN BCR3500 CARDIOTOMY RESERVOIR W/FILTER * * * CS 6
BEN BCR2000 CARDIOTOMY RESERVOIR, 2 LITER * * * CS 6
BEN BCR3000 CARDIOTOMY RESERVOIR 3 LITER * * * CS 6
BEN BCR3538 CARDIOTOMY/AUTOTRANSFUSION * * * CS 6
BEN CATR3500 CARDIOTOMY AUTOTRANSFUSION * * * CS 6
BEN CATRDELUX DELUX PACK ASSY * * * CS 6
BEN CELL3000 AUTOTRANSFUSION SUCTION * * * CS 6
BEN CELL3000F AUTOTRANSFUSION SUCTION * * * CS 6
BEN HSRPAC HSR PAC * * * CS 4
BEN BCR3500GOLD DURAFLO II HEPARIN TREATED * * * CS 6
BEN CAS6 CARDIOPLEGIA, * * * CS 12
BEN CCASOC CARDIOPLEGIA, ADMINISTRATION * * * CS 2
1 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN HE30GOLD BLOOD CARDIOPLEGIA HEAT * * * CS 4
BEN CCASB CARDIOPLEGIA, COOLING AND * * * CS 4
BEN CCASH HOLDER FOR CCASR AND MAGNETIC * * * EA 1
BEN HE30H HE-30 CARDIOPLEGIA * * * EA 1
BEN HE30HL HE-30 CARDIOPLEGIA * * * EA 1
BEN CASBLG BLOOD CARDIOPLEGIA TABLE LINE * * * CS 6
BEN SM0200 SATURATION METER * * * EA 1
BEN SMBC0240 SATURATION BTRY CHGR (120V) * * * EA 1
BEN SMBC0242 SATURATION BTRY CHGR (22OV) * * * EA 1
BEN SMBC0243 SATURATION BTRY CHGR (100V) * * * EA 1
BEN SMBP0230 SATURATION BATTERY PAC * * * EA 1
BEN SMH0220 SATURATION HOLDER * * * EA 1
BEN SMP0210 SATURATION PROBE * * * EA 1
BEN OTC0250 OPTICAL TRANSMISSION CELLS * * * CS 12
BEN OTC0380 OPTICAL TRANSMISSION CELLS * * * CS 12
BEN OTC0500 OPTICAL TRANSMISSION CELLS * * * CS 12
BEN OTC0250G OPTICAL TRANSMISSION CELLS * * * CS 12
BEN OTC0380G OPTICAL TRANSMISSION CELLS * * * CS 12
BEN OTC0500G OPTICAL TRANSSUSSION CELLS * * * CS 12
BEN AF1040 FILTER, ARTERIAL ADULT 40M * * * CS 6
BEN AF540 FILTER, ARTERIAL 40MICRON * * * CS 6
BEN AF1025D FILTER, ARTERIAL ADULT 25M * * * CS 6
BEN AF1040D FILTER, ARTERIAL ADULT 40M * * * CS 6
BEN AF540D FILTER, ARTERIAL 40MICRON * * * CS 6
BEN 4C7700 FILTER-TRANSFUSION * * * CS 24
BEN 4C7704 FILTER TRANSFUSION-SET * * * CS 12
BEN GF10 FILTER, GAS LINE * * * CS 48
BEN RF10 FILTER, RECIRCULATION * * * CS 24
BEN PDS200 PLEURAL DRAINAGE SYSTEM * * * CS 6
2 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN CBP7000 BLOOD HAEMOCONCENTRATOR SYSTEM * * * CS 2
BEN HQ7000 QUICK-PRIME HEMOCONCENTRATOR * * * CS 10
BEN HQ7005 HQ7005 HAEMOCENTRATOR * * * CS 6
BEN HQ7005L HAEMOCONCENTRATOR WITH LEUR * * * CS 6
BEN HQH1 HEMOCONCENTRATOR HOLDER FOR * * * EA 1
BEN C110B CONNECTOR, NON-STERILE * * * CS 20
BEN C110S CONNECTOR, STERILE * * * CS 12
BEN C115B CONNECTOR, NON-STERILE * * * EA 1
BEN C115S CONNECTOR, STERILE * * * CS 12
BEN C120B CONNECTOR, NON-STERILE * * * CS 20
BEN C120S CONNECTOR, STERILE * * * CS 12
BEN C125B CONNECTOR, NON-STERILE * * * CS 20
BEN C125S CONNECTOR, STERILE * * * CS 12
BEN C130B CONNECTOR, NON-STERILE * * * CS 20
BEN C130S CONNECTOR, STERILE * * * CS 12
BEN C135B CONNECTOR, NON-STERILE * * * CS 20
BEN C1355 CONNECTOR, STERILE * * * CS 12
BEN C140B CONNECTOR, NON-STERILE * * * CS 20
BEN C140S CONNECTOR, STERILE * * * CS 12
BEN C145B CONNECTOR, NON-STERILE * * * CS 20
BEN C145S CONNECTOR, STERILE * * * CS 12
BEN C220B CONNECTOR, NON-STERILE * * * CS 20
BEN C220S CONNECTOR, STERILE * * * CS 12
BEN C225B CONNECTOR, NON-STERILE * * * CS 20
BEN C225S CONNECTOR, STERILE * * * CS 12
BEN C230B CONNECTOR, NON-STERILE * * * CS 20
BEN C230S CONNECTOR, STERILE * * * CS 12
BEN C235B CONNECTOR, NON-STERILE * * * CS 20
BEN C235S CONNECTOR, STERILE * * * CS 12
3 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
=================================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
=================================================================================================
BEN C240B CONNECTOR, NON-STERILE * * * CS 20
BEN C240S CONNECTOR, STERILE * * * CS 12
BEN C245B CONNECTOR, NON-STERILE * * * CS 20
BEN C245S CONNECTOR, STERILE * * * CS 12
BEN C250B CONNECTOR, NON-STERILE * * * EA 1
BEN C260B CONNECTOR, NON-STERILE * * * CS 20
BEN C260S CONNECTOR, STERILE * * * CS 12
BEN C310B CONNECTOR, NON-STERILE * * * CS 20
BEN C310S CONNECTOR, STERILE * * * CS 12
BEN C320B CONNECTOR, NON-STERILE * * * CS 20
BEN C320S CONNECTOR, STERILE * * * CS 12
BEN C325B CONNECTOR, NON-STERILE * * * CS 20
BEN C325S CONNECTOR, STERILE * * * CS 12
BEN C330B CONNECTOR, NON-STERILE * * * CS 20
BEN C330S CONNECTOR, STERILE * * * CS 12
BEN C335B CONNECTOR, NON-STERILE * * * CS 20
BEN C335S CONNECTOR, STERILE * * * CS 12
BEN C340B CONNECTOR, NON-STERILE * * * CS 20
BEN C340S CONNECTOR, STERILE * * * CS 12
BEN C345B CONNECTOR, NON-STERILE * * * CS 20
BEN C345S CONNECTOR, STERILE * * * CS 12
BEN C420B CONNECTOR, NON-STERILE * * * CS 20
BEN C420S CONNECTOR, STERILE * * * CS 12
BEN C425B CONNECTOR, NON-STERILE * * * CS 20
BEN C425S CONNECTOR, STERILE * * * CS 12
BEN C430B CONNECTOR, NON-STERILE * * * CS 20
BEN C430S CONNECTOR, STERILE * * * CS 12
BEN C435B CONNECTOR, NON-STERILE * * * CS 20
BEN C435S CONNECTOR, STERILE * * * CS 12
4 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN C440B CONNECTOR, NON-STERILE * * * CS 20
BEN C440S CONNECTOR, STERILE * * * CS 12
BEN C445S CONNECTOR, STERILE * * * CS 12
BEN C460B CONNECTOR, NON-STERILE * * * CS 20
BEN C460S CONNECTOR, STERILE * * * CS 12
BEN C465B CONNECTOR, NON-STERILE * * * EA 1
BEN C465S CONNECTOR, STERILE * * * CS 12
BEN C470B CONNECTOR, NON-STERILE * * * CS 20
BEN C470S CONNECTOR, STERILE * * * CS 12
BEN C475B CONNECTOR, NON-STERILE * * * CS 20
BEN C475S CONNECTOR, STERILE * * * CS 12
BEN C480B CONNECTOR, NON-STERILE * * * CS 20
BEN C480S CONNECTOR, STERILE * * * CS 12
BEN C485S CONNECTOR, STERILE * * * CS 12
BEN C490B CONNECTOR, NON-STERILE * * * CS 20
BEN C490S CONNECTOR, STERILE * * * CS 12
BEN SMTC0250 OXYSAT TEST CELL 1/4 X 1/4 * * * EA 1
BEN GC12 1/2 STRAIGHT CONNECTOR * * * CS 12
BEN GC1238 1/2 X 3/8 REDUCING CONNECTOR * * * CS 12
BEN GC123838 1/2 X 3/8 X 3/8 REDUCING Y * * * CS 12
BEN GC123838L 1/2 X 3/8 X 3/8 REDUCING Y * * * CS 12
BEN GC1238L 1/2 X 3/8 REDUCING CONNECTOR * * * CS 12
BEN GC12L 1/2 STRAIGHT CONNECTOR W/LUER * * * CS 12
BEN GC14 1/4 STRAIGHT CONNECTOR * * * CS 12
BEN GC14L 1/4 STRAIGHT CONNECTOR W/LUER * * * CS 12
BEN GC14Y 1/4 EQUAL Y CONNECTOR * * * CS 12
BEN GC14YL 1/4 EQUAL Y CONNECTOR W/LUER * * * CS 12
BEN GC316 3/16 STRAIGHT CONN * * * CS 12
BEN GC316L 3/16 STRAIGHT CONN W/LUER * * * CS 12
5 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN GC38 3/16 STRAIGHT CONNECTOR * * * CS 12
BEN GC3814 3/8 X 1/4 REDUCING CONNECTOR * * * CS 12
BEN GC3814L 3/8 X 1/4 REDUCING CONNECTOR * * * CS 12
BEN GC38L 3/8 STRAIGHT CONN W/LUER * * * CS 12
BEN GC38Y 3/8 EQUAL Y CONNECTOR * * * CS 12
BEN GC38YL 3/8 EQUAL Y CONNECTOR W/LUER * * * CS 12
BEN C521B DISPOSABLE LOCKNUTS * * * CS 20
BEN C521S DISPOSABLE LOCKNUTS * * * CS 12
BEN C531B DISPOSABLE LOCKNUTS * * * CS 20
BEN C531S DISPOSABLE LOCKNUTS * * * CS 12
BEN C532B DISPOSABLE LOCKNUTS * * * CS 20
BEN C532S DISPOSABLE LOCKNUTS * * * CS 12
BEN BCD65 CONNECTOR DISPENSER * * * EA 1
BEN BPL12 QUICK PRIME LINE * * * CS 12
BEN BPL48 QUICK PRIME LINE * * * CS 12
BEN BPL48Y QUICK PRIME LINE * * * CS 12
BEN TF1438 1/4 TO 3/8 VENT SUCKER * * * CS 5
BEN TF3812 3/8 TO 1/2 ARTERIAL PUMPHEAD * * * CS 5
BEN PL33 PURGE LINE * * * CS 6
BEN SCB02 TUBING, STERILE * * * CS 5
BEN SCB06 TUBING, STERILE * * * CS 5
BEN SDB02 TUBING, STER 1/4 X 1/16 X 2 * * * CS 5
BEN SDB04 TUBING, STER 1/4 X 1/16 X 4 * * * CS 5
BEN SDB06 TUBING, STERILE * * * CS 5
BEN SDB08 TUBING, STER 1/4 X 1/16 X 8 * * * CS 5
BEN SDB10 TUBING, STER 1/4 X 1/16 X 10 * * * CS 5
BEN SDB12 TUBING, STER 1/4 X 1/16 X 12 * * * CS 5
BEN SDC04 TUBING, STER 1/4 X 3/32 X 4 * * * CS 5
BEN SDC06 TUBING, STER 1/4 X 3/32 X 6 * * * CS 5
6 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN SDC08 TUBING, STER 1/4 X 3/32 X 8 * * * CS 5
BEN SDC10 TUBING, STER 1/4 X 3/32 X 10 * * * CS 5
BEN SDC12 TUBING, STER 1/4 X 3/32 X 12 * * * CS 5
BEN SFB02 TUBING, STER 3/8 X 1/16 X 2 * * * CS 5
BEN SFB04 TUBING, STER 3/8 X 1/16 X 4 * * * CS 5
BEN SFB06 TUBING, STER 3/8 X 1/16 X 6 * * * CS 5
BEN SFB08 TUBING, STER 3/8 X 1/16 X 8 * * * CS 5
BEN SFB10 TUBING, STER 3/8 X 1/16 X 10 * * * CS 5
BEN SFB12 TUBING, STERILE TUBING * * * CS 5
BEN SFC02 TUBING, STERILE * * * CS 5
BEN SFC04 TUBING, STERILE * * * CS 5
BEN SFC06 TUBING, STERILE * * * CS 5
BEN SFC08 TUBING, STERILE * * * CS 5
BEN SFC10 TUBING, STERILE * * * CS 5
BEN SFC12 TUBING, STERILE TUBING * * * CS 5
BEN SHC02 TUBING, STER 1/2 X 3/32 X 2 * * * CS 5
BEN SHC04 TUBING, STER 1/2 X 3/32 X 4 * * * CS 5
BEN SHC06 TUBING, STER 1/2 X 3/32 X 6 * * * CS 5
BEN SHC08 TUBING, STER 1/2 X 3/32 X 8 * * * CS 5
BEN SHC10 TUBING, STERILE TUBING * * * CS 5
BEN GT123365L 1/2 X 3/32 ▇▇▇▇▇▇ ▇▇ GOLD * * * CS 5
BEN GT123370L 1/2 X 3/32 ▇▇▇▇▇▇ ▇▇ GOLD * * * CS 5
BEN GT141665L 1/4 X 1/16 ▇▇▇▇▇▇ ▇▇ GOLD * * * CS 5
BEN GT141670L 114 X 1/16 ▇▇▇▇▇▇ ▇▇ GOLD * * * CS 5
BEN GT383365L 3/8 X 3/32 ▇▇▇▇▇▇ ▇▇ GOLD * * * CS 5
BEN GT393370L 3/8 X 3/32 (9.5 X 2.4) TUBING * * * CS 5
BEN RBA02 TUBING, PACK 1/3 X 1/32 X 100 * * * EA 1
BEN RCB02 TUBING PACK 3/16 X 1/16 X 100 * * * EA 1
BEN RDB02 TUBING, PACK 1/4 X 1/16 X 100 * * * EA 1
7 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ TUBING, PACK 1/4 X 3/32 X 100 * * * EA 1
BEN RFB02 TUBING, PACK 3/8 X 1/16 X 100 * * * EA 1
BEN RFCO2 TUBING, PACK 3/2 X 3/32 X 100 * * * EA 1
BEN RHB02 TUBING, PACK 1/2 X 1/16 X 100 * * * EA 1
BEN RHC02 TUBING, PACK 1/2 X 3/32 X 100 * * * EA 1
BEN AFH HOLDER, FILTER * * * EA 1
BEN AFHE EXTENSION ARTL FILTER HOLDER * * * EA 1
BEN BCMHL HOLDER, BCM OXYGENATOR * * * EA 1
BEN BOS2H HOLDER. INFANT OXYGENATOR * * * EA 1
BEN BOSCMSL SAMPLE LINE ARTERIAL/VENOUS * * * CS 12
BEN HQD90 RIGHT ANGLE ▇▇▇▇▇▇ QUICK * * * CS 2
BEN UNIVOXHL HOLDER FOR UNIVOX MEMBRANE * * * EA 1
BEN UNIVOXHLA HOLDER ADAPTOR FOR UNIVOX * * * EA 1
BEN UNIVOXHLB BACK PLATE HOLDER FOR UNIVOX * * * EA 1
BEN UPA3814G PERFUSION ADAPTER W/ DURAFLO * * * CS 12
BEN VOXHLB HOLDER VOXHLB * * * EA 1
BEN 3500HL GAS MIXER * * * EA 1
BEN CARDH HOLDER FOR CARDIOTOMY * * * EA 1
BEN CATRCP CONVERSION/DRAINAGE PAC FOR * * * CS 6
BEN CATRPAC PACCONVERSION * * * CS 6
BEN CATRDS DRAINAGE SET, AUTOTRANSFUSION * * * CS 6
BEN CATRFM CATR 3500 DISPOSABLE FLOW * * * CS 12
BEN CATRH HOLDER, FOR CARDIOTOMY * * * EA 1
BEN CATRICU CATR-3500 ICU CONVERSION SET * * * CS 6
BEN BAGW MEDICAL WASTE BAG * * * CS 50
▇▇▇ ▇▇▇▇▇▇ MEDI WASTE HAMPER * * * EA 1
BEN HSRA HOLDER, ADAPTER * * * EA 1
BEN HSRH HOLDER, HSR4000 POST-OP * * * EA 1
BEN S099 SUCTION WAND-RMI * * * CS 10
8 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN S100 YANKAUER SUCTION HANDLE * * * CS 2
BEN THERMA THERMISTOR PROBE * * * EA 1
BEN TIEGUN STA STRAP GUN * * * EA 1
BEN 40TEDDYS BEAR, BABYVOX/BENTLEY * * * EA 1
▇▇▇ ▇▇▇▇ MANIFOLD HOLDER * * * EA 1
BEN RS1200CS POLE SET * * * EA 1
BEN CELL3243 COMPLETE CELL SAVER PAC * * * CS 4
BEN CELL3243F ONE CSP243, ONE CSP208, AND * * * CS 4
BEN CELL3263 1 CSP263, 1 CSP208, 1 CELL3000 * * * CS 4
BEN CELL3263F ONE CSP263, ONE SCP208 * * * CS 4
BEN CELL4241 CELL SAVER KIT WITH 241/208 * * * CS 4
BEN CELL4261 ONE CSP261. ONE CSP208 * * * CS 4
BEN CELL4261F ONE CSP261, ONE CSP208 * * * CS 4
BEN CSP3000 COMPLETE CELL SAVER PAC * * * CS 4
BEN CSP3043 1 CSP243, CSP208 & BCR.3000 * * * CS 4
BEN CSP3063 ONE CSP263, ONE CSP208, * * * CS 4
BEN CSP3500 COMPLETE CELL SAVER PAC * * * CS 4
BEN CSP3343 1 BCR3500/1 CSP243/1 CSP208 * * * CS 4
BEN CSP3563 1 CSP263, 1 CSP208. 1 BCR5S00 * * * CS 4
BEN CSP3573 CSP173, CSP208, BCR3500 * * * CS 4
BEN CSP4543 CSP4543 * * * CS 4
BEN CSP4561 ONE CSP261, ONE CSP208, * * * CS 4
BEN CSP160 HAEMO LITE 2 FAST PACK (100ML) * * * CS 2
BEN CSP162 HAEMO-LITE 2 FAST PACK * * * CS 2
BEN CSP170 HAEMOLITE 2 PLUS 100 ML BOWL * * * CS 2
BEN CSP172 HAEMOLITE 2 PLUS 200ML BOWL * * * CS 2
BEN CSP172F HAEMOLITE 2 PLUS 200ML BOWL * * * CS 2
BEN CSP180 HAEMOLITE 3 FAST PACK 125ML * * * CS 4
BEN CSP192FJ HAEMOLITE 3 FAST PACK 125 ML * * * CS 4
9 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
==================================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
==================================================================================================
BEN CSP250 CELL SAVER FAST PACK * * * CS 2
BEN CSP250 CELL SAVER FAST BACK * * * CS 2
BEN CSP255 CELL SAVER LOW VOLUME FAST * * * CS 2
BEN CSP260 CELL SAVER 5 FAST PACK 225ML * * * CS 4
BEN CSPZ60F CELL SAVER 5 FAST PACK 225ML * * * CS 4
BEN CSP265 HIGH SPEED, LOW VOLUME CELL * * * CS 4
BEN CSP265F HIGH SPEED, LOW VOLUME CELL * * * CS 4
BEN CSP125 PEDIATRIC CELL SAVER PAC * * * CS 8
BEN CSP161 HAEMO LITE 2 BOWL SET (100ML) * * * CS 20
BEN CSP163 CELL SAVER HAEMO-LITE 2 BOWL * * * CS 20
BEN CSP173 HAEMOLITE 2 PLUS 200ML BOWL * * * CS 20
BEN CSPl8l HAEMOLITE 3 125ML BOWL SET * * * CS 8
BEN CSP182 HAEMOLITE 3 225ML FAST PACK * * * CS 4
BEN CSP182F HAEMOLITE 3 FAST PAC * * * CS 4
BEN CSP183 HAEMOLITE 3 225ML BOWL SET * * * CS 8
BEN CSP225 CELL SAVER PAC * * * CS 8
BEN CSP231 PED OH PAC W/ BOSS BOWL * * * CS 8
BEN CSP233 OH PACK, WITH BOSS BOWL * * * CS 8
BEN CSP241 HAEMONETICS CSP 241 * * * CS 8
BEN CSP243 CELL SAVER BASIC HIGH SPEED PA * * * CS 8
BEN CSP243A CELL SAVER HI-SPD PK/MODIFIED * * * CS 8
BEN CSP243B HIGH SPEED CELL SAVER PACK * * * CS 8
BEN CSP261 CELL SAVER5 LOW VOLUME BOWL SE * * * CS 8
BEN CSP263 CELL SAVER5 HGH SPEED BOWL SE * * * CS 8
BEN CSP217 1 EA CSP210 1 EA CSP208 * * * CS 10
BEN CSP500 PLASMA SAVER SET * * * CS 16
BEN CSP183J HAEMOLITE 3 225ML BOWL SET * * * CS 8
BEN CSP20 CELL SAVER SUCTION ASSEMBLY * * * CS 20
10 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
==================================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
==================================================================================================
BEN CSP208 ASSEMBLY, BASIC A&A * * * CS 20
BEN CSP207 CELL SAVER COLLECTION * * * CS 4
BEN CSP220 20 UM MICROFILTER RESERVOIR * * * CS 4
BEN CSP1O PLASMA PAC SEQUESTERING * * * CS 8
BEN CSP15600 STEP DOWN ADAPTER * * * CS 20
BEN CSP16401 1/8" WOUND DRAINAGE LINES * * * CS 20
BEN CSP16402 1/4" WOUND DRAINAGE LINES * * * CS 20
BEN CSP165 HAEMO-LITE 2 REINFUSION BAG * * * CS 40
BEN CSP167 Y CONNECTOR WITH CHECKVALVE * * * CS 20
BEN CSP168 Y CONNECTOR WITH 5 FT A&A LINE * * * CS 20
BEN CSP210 LINER AUTOTRANSFUSION * * * CS 16
BEN CSP221 COLLECT FIRSTKIT W/20M RESERVO * * * CS 8
BEN CSP240 HAEMONETICS CSP-240 * * * CS 8
BEN CSP244 CELL SAVER BASIC HIGH SPEED PA * * * CS 8
BEN CSP245 RENFUSION BAG HIGH SPEED * * * CS 40
BEN CSP246 WASTE BAG HIGH SPEED * * * CS 20
BEN CSP247 CELL SAVER BASIC HIGH SPEED PA * * * CS 12
BEN CSP400 R.I.S DISPOSABLE SET * * * EA 1
BEN CSP5606 BAGS, WASTE * * * CS 50
BEN CSP7204 ANTICOAGULANT CONCENTRATE * * * CS 50
BEN CSP166 HAEMO-LITE 25-LITER WASTE * * * CS 20
BEN CSP200 CELL SAVER COLLECTION * * * CS 4
BEN CSP120 1.2 LT COLLECTION RESERVOIR * * * CS 6
BEN CSP140 1.2 LT COLLECTION RESERVOIR * * * CS 6
BEN CSP205 3.0 LT COLLECTION RESERVOIR * * * CS 4
BEN BENCHR PERFUSION CHAIR * * * EA 1
BEN Divsion Total Models 314
11 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
================================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
================================================================================================
CC 782HF75 SWAN GANZ VIP OXIMETRY CATHETER * * * EA 1
CC 93A-741H-7.5F OXIMETER T.D. SAT-2 CATHETER * * * EA 1
CC 93A-750H-7.5F SWAN GANZ EFV/OTD 21 CM * * * EA 1
CC 93A-754H-7.5F SWAN GANZ EFV/OTD 24CM * * * EA 1
CC 93A-780H-7.5F OXIMETER P.P. SAT 2 CATHETER * * * EA 1
CC 93A-783H-7.5F QE3/▇▇▇▇▇▇ COMPATABLE * * * EA 1
CC 93A-431H-7.5F NEW ▇▇▇▇-▇▇▇▇ EJECTION FRACTION * * * EA 1
CC 93A-434H-7.5F THERMODILUTION EJECTION * * * EA 1
CC 93A-439H-7.5F EJECTION FRACTION VOLUMETRIC * * * EA 1
CC 93A-759-7.5F EFV/OX TD ELECTRODE FREE * * * EA 1
CC 93A-759H-7.5F SWAN GANZ EFV/OX TD N * * * EA 1
CC 93A-794H-8F BB SWAN GANZ HEPARIN COATED * * * EA 1
CC 139H-7.5F SWAN GANZ CONTINUOUS CARDIAC * * * EA 1
CC JP7140019 PID REF JAPANESE * * * EA 1
CC 70216H 7F DOUBLE LUMEN, 16CM HEPARIN * * * CS 5
CC 70216HK 7F DOUBLE LUMEN, 16CM HEPARIN * * * CS 5
CC 70216HK1 7 FR DOUBLE LUMEN W/ INTERLINK * * * CS 5
CC 70216HS 7F DOUBLE LUMEN, 16CM HEPARIN * * * CS 5
CC 70216HS1 7 FR DOUBLE LUMEN W/ INTERLINK * * * CS 5
CC 70220H 7F DOUBLE LUMEN, 20CM HEPARIN * * * CS 5
CC 70220HK 7F DOUBLE LUMEN, 20CM HEPARIN * * * CS 5
CC 70220HK1 7 FR DOUBLE LUMEN W/INTER LINK * * * CS 5
CC 70220HS 7F DOUBLE LUMEN, 20CM HEPARIN * * * CS 5
CC 70316H 7F TRIPLE LUMEN, 16CM HEPARIN * * * CS 5
CC 70316HK 7F TRIPLE LUMEN, 16CM HEPARIN * * * CS 5
CC 70316HKI 7 FR TRI LUMEN W/ INTERLINK * * * CS 5
CC 70316HS 7F TRIPLE LUMEN, 16CM HEPARIN * * * CS 5
CC 70316HS1 7 FR TRI LUMEN W/ INTERLINK * * * CS 5
CC 70320H 7F TRIPLE LUMEN, 20CM HEPARIN * * * CS 5
12 0F 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
================================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
================================================================================================
CC 70320HI 7F TRI LUMEN, W/ INTERLINK * * * CS 5
CC 70320HK 7F TRIPLE LUMEN, 20CM HEPARIN * * * CS 5
CC 70320HK1 7 FR. TRI LUMEN W/ INTERLINK * * * CS 5
CC 70320H 7F TRIPLE LUMEN, 20CM HEPARIN * * * CS 5
CC 70320HS1 7 FR TRI LUMEN W/ INTERLINK * * * CS 5
CC 70320K 7FR TRIPLE LUMEN, 20 CM KIT * * * CS 5
CC 711-08-16G CENTRAL VENOUS CATHETER * * * CS 40
CC 711-1K05-20G CVC EXPENDED KIT * * * CS 10
CC 711-1K08-16G CENTRAL VENOUS CATHETER * * * CS 10
CC 711-1K12-16G POLYURETHANE, 12 IN, 16GA * * * CS 10
CC 711-K08-16G CENTRAL VENOUS CATH BASIC KIT * * * CS 10
CC M11420K 7F SINGLE LUMEN 14GA/20CM KIT * * * CS 5
CC M11620HK 7F SINGLE LUMEN 16GA/20CM KIT * * * CS 5
CC M11620HKI 7F SINGLE LUMEN 16GA/20CM KIT * * * CS 5
CC M11620K 7F SINGLE LUMEN 16GA/20CM KIT * * * CS 5
CC M27716HS 7FR,DBL ▇▇▇,16CM HEPARIN SET * * * CS 5
CC M3716HS 7FR,TRPL ▇▇▇,16CM HEPARIN SET * * * CS 5
CC 217026 SLIDE MODULE ON THEORY * * * EA 1
CC 217029 WAVEFORM ANALYSIS-SLIDE * * * EA 1
CC 217032 CARDIOPULMONARY PROFILE * * * EA 1
CC 217051 SLIDE MODULE ON CONTINUOUS * * * EA 1
CC 93-130-5F ▇▇▇▇-▇▇▇▇ PEDIATRlC * * * EA 1
CC 93A-19OH-8F PULMONARY ANG CATHETER * * * EA 1
CC 93A-191-7F PULMONARY ANGIOGRAPHY * * * EA 1
CC 93A-191-8F PULMONARY ANGIOGRAPHY * * * EA 1
CC 93A-191H-7F PULMONARY ANG CATHETER * * * EA 1
CC 93A-191H-8F PULMONARY ANG CATHETER * * * EA 1
CC 93-132-5F ▇▇▇▇-▇▇▇▇ PEDIATRIC 75CM LNGTH * * * EA 1
CC 93A-991H-8F 8F S-G A/V PACEPORT TD CATH * * * EA 1
13 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
==================================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
==================================================================================================
CC 94-030-2.5F EDSLAB BALLOONLESS 2.5F TD * * * EA 1
CC C145HF6 SWAN GANZ TRUE SIZE C-TIP * * * EA 1
CC T173H-6F 6F SWAN ▇▇▇▇ ▇▇ * * * EA 1
CC 97-K140H-5F SWAN GANZ VIP BIPOLAR PACING * * * EA 1
CC 98-100 ▇▇▇▇▇▇▇▇ TRANS V-PACING PROBE * * * EA 1
CC 98-100H ▇▇▇▇▇▇▇▇ TRANSL.V-PACrNG PROBE * * * EA 1
CC 98-500 RANSLUMNAL A-PACING PROBE * * * EA 1
CC 98-500H TRANSLUMINAL A-PACING PROBE * * * EA 1
CC 93-116-4F ▇▇▇▇-▇▇▇▇ FLOW DIRECTED * * * EA 1
CC 111F7 SG DBL LUMEN MONITOR CATH 7FR * * * EA 1
CC 114F7 SG TRIPLE ▇▇▇ MONITORING CATH * * * EA 1
CC 115F7 ▇▇▇▇-▇▇▇▇ TRIPLE LUMEN * * * EA 1
CC 123F6 ▇▇▇▇-▇▇▇▇ FLOW DIRECTED * * * EA 1
CC 123GF6 SWAN GANZ FLOW DIRECTED * * * EA 1
CC 93-110.5F ▇▇▇▇-▇▇▇▇ FLOW DIRECTED * * * EA 1
CC 93-117.5F ▇▇▇▇-▇▇▇▇ FLOW DIRECTED * * * EA 1
CC S111F7 ▇▇▇▇-▇▇▇▇ S-TIP FLOW DIRECTED * * * EA 1
CC T111F7 SG DBL ▇▇▇ MONITOR CATH/TORQUE * * * EA 1
CC T123F6 HI TORQUE SG FLOW DIRECTED * * * EA 1
CC 131-7F SWAN GANZ TD CATHETER * * * EA 1
CC 131F7 SWAN GANZ TD CATHETER * * * CS 5
CC 131H-7F ▇▇▇▇-▇▇▇▇ TD CATHETERS W/ * * * EA 2
CC 131HF7 ▇▇▇▇-▇▇▇▇ TD CATHETERS W/ * * * CS 5
CC 131HVF7 TD CATH W/CONTAMINATION SHIELD * * * EA 1
CC 132F5 ▇▇▇▇-▇▇▇▇ PEDIATRIC 75CM LNGTH * * * EA 1
CC 141H-7F HI-SHORE TD WITH AMC THROMBO- * * * EA 1
CC 831F75 ▇▇▇▇-▇▇▇▇ TD VIP CATHETER * * * CS 5
CC 831HF75 ▇▇▇▇-▇▇▇▇ TD VIP CATHETER * * * CS 5
CC 831HVF75 VIP CATH W/CONTAMINATION ▇▇▇▇▇ * * * EA 1
14 0F 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
==================================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
==================================================================================================
CC 93-200-7F ▇▇▇▇-▇▇▇▇ PACING TD CATHETER * * * EA 1
CC 93-200H-7F PACING TD WITH 2 VENTRICULAR * * * EA 1
CC 93-205H-7F HEPARIN NORMAL HEART * * * EA 1
CC 93A-141-7F ▇▇▇▇-▇▇▇▇ TD CATHETER * * * EA 1
CC 93A-741-7.5F OXIMETER T.D. SAT-2 CATH * * * EA 1
CC 93A-831-7.5F ▇▇▇▇-▇▇▇▇ TD VIP CATHETER * * * EA 1
CC 93A-831H-7.5F ▇▇▇▇-▇▇▇▇ TD VIP CATHETER * * * EA 1
CC 93A-834H-7.5F SWAN GANZ THERMODILUTION * * * EA 1
CC 93A-931H-7.5F TD PACEPORT WITH AMC THROMBO- * * * EA 1
CC C144-7F SWAN GANZ TRU SIZE C-TIP * * * EA 1
CC C144H-7F SWAN GANZ TRU SIZE C-TIP * * * EA 1
CC PCHBLK 100 EA PACEPORT SWAN GANZ * * * CS 100
CC S144-7F SWAN GANZ TRU SIZE S-TIP * * * EA 1
CC S144H-7F SWANGANZ S-TIP CONTROLCATH TD * * * EA 1
CC 096F6 SWAN GANZ T.D. CATHETER * * * EA 1
CC 151-7F ▇▇▇▇-▇▇▇▇ TD CATHETER W/S-TIP * * * EA 1
CC 151H-7F ▇▇▇▇-▇▇▇▇ TD CATHETER W/S-TIP * * * EA 1
CC 93A-143HT-7F PKG ASSY 93A-143H-7F * * * EA 1
CC 93A-143T-7F SWAN GANZ CARDIOCATH * * * EA 1
CC 97-120-5F SWAN GANZ BIPOLAR * * * EA 1
CC 97-130-5F ▇▇▇▇-▇▇▇▇ BIPOLAR * * * EA 1
CC 97-K12-5F SIPOLAR PACING CATHETER KIT, * * * EA 1
CC 97-K13-5F BIPOLAR PACING CATHETER * * * EA 1
CC 744H-7.5F CCO/SVO2 SWAN GANZ CATHETER * * * EA 1
CC 7468F SWAN GANZ CCO/SV02/VIP * * * EA 1
CC 746H-8F SWAN GANZ CCO/SV02/VIP * * * EA 1
CC 93-505 FLOW THROUGH HOUSING * * * CS 8
CC 93-520 CO-SET:BUCKET * * * CS 6
CC 93-521 CO-SET:BRACKET * * * EA 1
15 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
==================================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
==================================================================================================
CC 93-650 CO-SET SYRINGE * * * CS 5
CC 702-741H-7.5F SO EDSLAB CVP 02 SAT CATH * * * EA 1
CC 792019F5 5F EDSLAB DOUBLE LUMEN * * * EA 1
CC 793013A 5F EDSLAB HYTREL URETHANE TD * * * EA 1
CC 793043 4F SWAN GANZ THERMODILUTION * * * EA 1
CC 793046 5F SWAN GANZ TD CATH * * * EA 1
CC 794013 7.5F VIP THERMODILUTION 10CM * * * EA 1
CC 796018 RIGHT EJECTION FRACTION GUIDE * * * EA 1
CC 797005 5F ▇▇▇▇-▇▇▇▇ THERMODILUTION * * * EA 1
CC 93-134-7F EDSLAB TD CATHETER * * * EA 1
CC 93-167-7F 7F SWAN GANZ PULMONARY * * * EA 1
CC 93-631-5.5F BB SWAN GANZ OXIMETRY TD CATH * * * EA 1
CC 93-631H-5.5F BB SWAN GANZ OXIMETRY TD CATH * * * EA 1
CC 93A-095-7F SWAN GANZ T.D. CATHETER * * * EA 1
CC 93A-100-5F SWAN GANZ T.D. CATHETER * * * EA 1
CC 93A-105-5F SWAN GANZ TD CATHETER * * * EA 1
CC 93A-124-5F SWAN GANZ THERMODILUTION CATH * * * EA 1
CC 93A-140H-7F 7F THERMODILUTION CATHETER * * * EA 1
CC 93A-161H-7F SWAN GANZ HEPARIN HI-SHORE * * * EA 1
CC 93A1451H-7.5F BB SWAN GANZ ELECTRODE FREE * * * EA 1
CC 93A-780-7.5F OXIMETER P.P. SAT 2 CATH * * * EA 1
CC 93A-794-8F SWAN GANZ REF/OX PACEPORT CATH * * * EA 1
CC 93A-821H-7.5F BB SWAN GANZ GUIDEWIRE TD CATH * * * EA 1
CC 93A-834-7.5F SWAN GANZ THERMODILUTION * * * EA 1
CC 93A-841-7.5F HI SHORE VIP TD W/8014 BALLOON * * * EA 1
CC 93A-931-7.5F TD PACEPORT * * * EA 1
CC 93A-991-8F 8F SWAN GANZ A-V PACEPORT * * * EA 1
CC 94-010-4F EDSLAB SURGICAL TD CATHETER * * * EA 1
CC 94-011-3F EDSLAB 3F TD PROBE AND 3.5F * * * EA 1
16 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
==================================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
==================================================================================================
CC 94-012-4F EDSLAB 4F TD PROBE * * * EA 1
CC TF002A-7F 7F SWAN GANZ TRUE SIZE * * * EA 1
CC TOE135H-7.5F 7.5F SWAN GANZ PACING TD 02 * * * EA 1
CC TS05H-7F SWAN GANZ HEPARIN COATED * * * CS 5
CC TS060H-6F SWAN GANZ HEPARIN TRUE SIZE * * * EA 1
CC TS064-5F 5F SWAN GANZ TRUE SIZE * * * EA 1
CC TS088H-6F 6F SWAN GANZ TRUE SIZE TD * * * EA 1
CC TS094H-3F 3F SWAN GANZ * * * EA 1
CC TS105-5F 5F SWAN GANZ TRUE SIZE TD * * * EA 1
CC TS110H-7.5F 7.5F SWAN GANZ TD CATH * * * EA 1
CC TS112H-8F 8F SWAN GANZ TD W/LARGE DISTAL * * * EA 1
CC TV024-5F SWAN GANZ TRUE SIZE VIP TD, * * * EA 1
CC TV046H-7.5F SWAN GANZ HEPARIN VIP TD * * * EA 1
CC TV049H-7.5F SWAN GANZ VIP HEPARIN TD CATH * * * EA 1
CC TV106H-7.5F 7.5F SWAN GANZ HI-SHORE VIP TD * * * EA 1
CC 93A-113-7F ▇▇▇▇-▇▇▇▇ TD * * * EA 1
CC 93A-301-7F ▇▇▇▇-▇▇▇▇ TD CATHETER, IL COC * * * ▇▇ ▇
▇▇ ▇▇▇▇▇▇ ▇▇ ▇.▇. ▇▇ ▇▇▇▇ ▇▇▇▇▇ * * * EA 1
CC 791031 4F SWAN GANZ MONITORING CATH * * * EA 1
CC 702741H7.5F MOD 7.5F EDSLAB TD OXIMETRY CATH * * * EA 1
CC 794009 4F EDSLAB TRIPLE LUMEN 02 SAT * * * EA 1
CC 795007 4F SWAN GANZ TRIPLE LUMEN * * * EA 1
CC 93-164-4F SWAN GANZ PEDIATRIC * * * EA 1
CC 93-166-6F SWAN GANZ PEDIATRIC * * * EA 1
CC 94-015-4F SO EDSLAB DOUBLE LUMEN 02 SAT * * * EA 1
CC 94-015H-4F SO EDSLAB DOUBLE LUMEN 02 SAT * * * EA 1
CC 94-040-4F SP EDSLAB DOUBLE LUMEN 02 SAT * * * EA 1
CC 94-040H-4F SP EDSLAB DOUBLE LUMEN 02 SAT * * * EA 1
CC MW054-5F SWAN GANZ TRUE SIZE MONITORING * * * EA 1
17 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
==================================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
==================================================================================================
CC MW171-6F EDSLAB MONITORING CATHETER * * * EA 1
CC OW050H-4F EDSLAB HEPARIN COATED DL 02 * * * EA 1
CC OW052H-7F EDSLAB TRUE SLZE OXIMETRY CATH * * * ▇▇ ▇
▇▇ ▇▇▇▇▇▇-▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇ * * * EA 1
CC OW082H-4F 4F EDSLAB OX CATH WITH DISTAL * * * EA 1
CC OW173H-4F 4F OXIMETRY CATHETER WITH * * * EA 1
CC 0W174H-5F 5F EDSLAB DOUBLE LUMEN 0 (2) * * * EA 1
CC OX153H-2.5F 2.5F OXIMETER PROBE W/AMC(TM) * * * ▇▇ ▇
▇▇ ▇▇▇▇▇-▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ PACING FEMORAL * * * ▇▇ ▇
▇▇ ▇▇▇▇▇-▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ PACING SVC INS * * * EA 1
CC PO144H-7.5F 7.5F EDSLAB 0(2) CATH * * * EA 1
CC TF002CH-7F 7F SWAN GANZ TRUE SIZE TD * * * EA 1
CC TF002H-7F SWAN GANZ TRUE SIZE HI SHORE * * * EA 1
CC TF009H-6F SWAN GANZ TRUE SIZE HI SHORE * * * EA 1
CC TF026H-7.5F SWAN GANZ HEPARlN COATED * * * EA 1
CC TF045H-7.5F SWAN GANZ HEPARIN COATED DUAL * * * EA 1
CC TF093H.7.5F 7.5F SWAN GANZ HI SHORE REF TD * * * EA 1
CC TFN023H-7.5F HI SHORE HEPARIN REF/TD * * * EA 1
CC TN178H-7F 7F SWAN GANZ THER.MODILUTION * * * EA 1
CC TO017H-7.5F SWAN GANZ HEPARIN COATED * * * EA 1
CC TOF068H-7.5F 7.5F SWAN GANZ REF/OX * * * EA 1
CC TON179H-7.5F 7.5F CCO/SV02/VIP THERMO- * * * EA 1
CC TP157H-7.5F 7.5F ▇▇▇▇-▇▇▇▇ FLOW DIRECTED * * * EA 1
CC TS158H-7.5F 7.5F ▇▇▇▇-▇▇▇▇ TD CATHETER * * * EA 1
CC TS160H-7F 7F ▇▇▇▇-▇▇▇▇ HI-SHORE * * * EA 1
CC TS172H-6F 6F ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ TRUE SIZE * * * EA 1
CC TV167H-8F SWAN GANZ VIP THERMODILUTION * * * EA 1
CC 798008 140CM LENGTH 24CM PORT RIGHT- * * * EA 1
CC 174H-7F 7F SWAN GANZ TORQUE SUPPORT * * * EA 1
18 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
==================================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
==================================================================================================
CC 791023A 7F SWAN GANZ PULMONARY * * * EA 1
CC SCC-31CV0001 CENTRAL VENOUS KIT-SPECIAL ORD * * * CS 10
CC SCC-59CV0001 CENTRAL VENOUS SPEC ORDER * * * CS 8
CC 793011 4F SWAN GANZ THERMODILUTION * * * EA 1
CC SCC-26PA0003 INTRODUCER SPECIAL ORDER KIT * * * CS 6
CC SCC-32PA0002 INTRODUCER SPECIAL ORDER KIT * * * CS 10
CC SCC-59PA0017 INTRODUCER SPECIAL ORDER KIT * * * CS 6
CC A3501BF85 ▇▇▇▇▇▇ CANADA * * * CS 10
CC S5012F85 8.5F INTRO CDP KIT FOR MCALLEN * * * CS 10
CC SCC-653B-8.5F HOLLAND- INTRODUCER SPECIAL * * * CS 10
CC SCC-A452B-8.5F TB VALVE INTRODUCER KIT 8.5F * * * CS 10
CC SCC-A652B-8.5F TB VALVE INTRODUCER KIT 8.5F * * * CS 10
CC 791014 7F DOUBLE BALLON CATHETER * * * EA 1
CC 793049 7.5F SWAN GANZ WITH 8/14 * * * EA 1
CC 796 SP/OR CUSTOMS * * * EA 1
CC 798 SP/OR CUSTOMS * * * EA 1
CC 799 SP/OR CUSTOMS * * * EA 1
CC 93-600 CO-SET:DELIVERY SYSTEM FOR * * * CS 10
CC 93-610 CO-SET:DELIVERY SYSTEM FOR * * * CS 10
CC 93-611 CO-SET SPECIAL ORDER * * * CS 8
CC 9520A-L DEMO/LOANER REPAIR FLEET * * * EA 1
CC COM-2 SYS A PRINTER COM-2 SYSTEM A WITH A PRINTER * * * EA 1
CC COM-2 SYSA/I 100v COM-2 SYSTEM INTERNATIONAL * * * EA 1
CC COM-2 SYSA/I 115V COM 2 SYS AC-ONLY INT * * * EA 1
CC COM-2 SYSA/I 220V COM 2 SYS AC-ONLY INT * * * EA 1
CC COM-2 SYSB/I 220V COM-2 SYS AC/DC INTERNATIONAL * * * EA 1
CC COM-2P COM-2 WITH PRINTER AC/DC UNIT * * * EA 1
CC COM-2P-115 COM-2P 115 * * * EA 1
CC COM-2P-II5-R REFURBISHED * * * EA 1
19 0F 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
==================================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
==================================================================================================
CC COM-2P-R 220V ASSY, CARDIAC OUTPUT COMPUTER, * * * EA 1
CC 9515A 9515-A SIMULATER * * * EA 1
CC COM-2-AD 115v ASSY, AC ADAPTER 115V * * * EA 1
CC COM-2-PC COM-2 POWER CORD * * * EA 1
CC COM-2CC PKG ASSY CONN CABLE, COM-2 * * * EA 1
CC COM-2FS PKG ASSY FOOT SWITCH, COM-2 * * * EA 1
CC COM-20P OPS, MANUAL COM-2 * * * EA 1
CC COM-2PP PKG ASSY PRINTER PAPER COM-2 * * * EA 1
CC SAT-2R 115V SAT-2 115V UNIT REFURBISHED * * * EA 1
CC SAT-2R 220V SAT-2 220V UNIT * * * EA 1
CC OM-2 OPTICAL MODULE II * * * EA 1
CC OM-2R OPTICAL MODULE II * * * EA 1
CC 40-OP1 REF OP MANUAL * * * EA 1
CC 40-PLC PATIENT LEAD CABLE * * * EA 1
CC 60-EXT SENSOR EXTENSION CABLE * * * EA 1
CC DS-100A ADULT DIGIT OXYGEN TRANSDUCER * * * EA 1
CC 30-AD-115V AC ADAPTER, 115V * * * EA 1
CC 30-AD-115V-R REFURB AC ADAPTER COM-1 * * * EA 1
CC 30-AD-220V AC ADAPTER, 220V * * * EA 1
CC 30-BY COM-1 BATTERY * * * EA 1
CC 30-CC COM-1 CONNECTING CABLE * * * EA 1
CC 30-FS COM-1 FOOTSWITCH * * * EA 1
CC 30-MM COM-1 MAINTENANCE MANUAL * * * EA 1
CC 30-OP OPERATIONS MANUAL * * * EA 1
CC 59-PTS PRESSURE TRANSDUCER SIMULATOR * * * EA 1
CC 59-PTSA ADAPTOR CABLE - SUMMIT * * * EA 1
CC 59-UCAL UTAH UNIFLOW TESTER * * * EA 1
CC 9460A CONNECTING CABLE FOR CATHETER * * * EA 1
CC 9511A COC FIELD TESTER * * * EA 1
20 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC 9520A-MM 9520A MAINTENANCE MANUAL * * * EA 1
CC 9526 A C ADAPTER, 110V FOR * * * EA 1
CC 9527 A C ADAPTER, 220V FOR * * * EA 1
CC 9528 RECHARGEABLE BATTERY FOR * * * EA 1
CC 9850A INJECTATE PROBE, FOR * * * EA 1
CC 9870 REMOTE FOOTSTART SWITCH * * * EA 1
CC 40-CCI REF INTERFACE CABLE * * * EA 1
CC REF-1 SYS/I 220V REF-1 SYSTEM INTERNATIONAL * * * EA 1
CC REF-1 SYSA/I 100V REF-1 SYSTEM INTERNATIONAL * * * EA 1
CC R.EF-1-R 220V REFURBISHED REF-1 UNIT 220V * * * EA 1
CC 40-SCR SYS SIEKO PRINTER SYS * * * EA 1
CC 9515R REF/CARDIAC OUTPUT SIMULATOR * * * EA 1
CC 44-1800 893425-001 CABLE ASSY, UNIFLOW * * * EA 1
CC 44-1800 893211-001 ASSY, UNIFLOW CABLE * * * EA 1
CC 44-1800 893419-001 CABLE ASSY, UNIFLOW * * * EA 1
CC 44-1800 893217-001 CABLE, UNIFLOW * * * EA 1
CC 44-1800 893225-001 ASSY, UNIFLOW CABLE * * * EA 1
CC 44-1800 893403-001 CABLE * * * EA 1
CC 44-1800 893488-002 ASSY, UNIFLOW CABLE * * * EA 1
CC 44-1800 893203-001 ASSY, UNIFLOW CABLE * * * EA 1
CC 44-1800 893427-001 ASSY-UNIFLOW CABLE * * * EA 1
CC 44-1800 893428-001 INTERFACE CABLE FOR USE WITH * * * EA 1
CC 44-1800 893492-001 ASSY, UNIFLOW CABLE * * * EA 1
CC 44-1800 893483-002 ASSY, UNIFLOW CABLE * * * EA 1
CC 44-1800 893204-001 ASSY, UNIFLOW CABLE * * * EA 1
CC 44-1800 893222-001 CABLE * * * EA 1
CC 44-1800 893208-001 CABLE, UNIFLOW * * * EA 1
CC 44-1800 893495-001 UNIFLOW DPT INTERFACE CABLE * * * EA 1
CC 44-1800 893132-001 INTERFACE CABLE FOR 43 SERIES * * * EA 1
21 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC 44-1800 893201-001 ASSY, UNIFLOW CABLE * * * EA 1
CC 44-1800 893206-001 ASSY, UNIFLOW CABLE * * * EA 1
CC 44-1800 893205-001 CABLE, UNIFLOW * * * EA 1
CC 44-1800 193474-001 CABLE ASSY, UNIFLOW * * * EA 1
CC 33-1800 895031-001 CABLE INTERFACE FOR USE WITH * * * EA 1
CC 33-1800 195033-001 CABLE INTERFACE FOR SUMMIT * * * EA 1
CC 33-1800 895508-001 SUMMIT CABLE INTERFACE FOR * * * EA 1
CC 33-1800 895507-001 INTERFACE FOR USE WITH SUMMIT * * * EA 1
CC 33-1800 895142-002 SUMMIT INTERFACE CABLE FOR * * * EA 1
CC 33-1800 895106-001 CABLE ASSY, SIMPLE * * * EA 1
CC 33-1800 895083-001 SUMMIT INTERFACE CABLE FOR * * * EA 1
CC 33-1800 895056-001 SUMMIT INTERFACE CABLE FOR * * * EA 1
CC 33-1800 895034-001 CABLE INTERFACE FOR SUMMIT * * * EA 1
CC 33-1800 895003-001 SUMMIT CABLE INTERFACE FOR * * * EA 1
CC 33-1800 895021-001 CABLE ASSY, SIMPLE INTERFACE * * * EA 1
CC 33-1800 895020-001 SUMMIT INTERFACE CABLE FOR * * * EA 1
CC 33-1800 895019-001 SUMMIT CABLE INTERFACE FOR * * * EA 1
CC 33-1800 895018-001 INTERFACE CABLE FOR USE WITH * * * EA 1
CC 33-1800 895017-001 SUMMIT INTERFACE CABLE FOR * * * EA 1
CC 33-1800 895012-001 SUMMIT CABLE INTERFACE FOR * * * EA 1
CC 33-1800 895004-001 SUMMIT INTERFACE CABLE FOR * * * EA 1
CC 33-1800 895O38-001 CABLE INTERFACE FOR SUMMIT * * * EA 1
CC 33-1800 895025-001 SUMMIT CABLE INTERFACE FOR * * * EA 1
CC 93-522 CO-SET:INJECTATE PROBE CABLE * * * EA 1
CC 93-523 HP TEMPERATURE PROBE * * * EA 1
CC 93-524 MARQUETTE-PROBE * * * EA 1
CC 93-526 CO-SET PROBE FOR SIEMENS * * * EA 1
CC 93-527 PROBE-TEMP,INJECTATE MARQUETTE * * * EA 1
CC 93-528 CO-SET PROBE FOR * * * EA 1
22 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC 93-529 CO-SET:INJECTATE PROBE CABLE * * * EA 1
CC 93-530 CO-SET:INJECTATE PROBE CABLE * * * EA 1
CC 93-531 CO-SET PROBE FUKUDA-DENSHI * * * EA 1
CC 93-533 2" HEWLETT PACKARD CO-SET * * * EA 1
CC 64-EKBB EKG SLAVE FOR SPACLAB PCI AND * * * EA 1
CC 64-EKH EKG SLAVE FOR HP MERLIN AND * * * EA 1
CC 64-EKHH 64-EKH WITH Y CONNECTOR * * * EA 1
CC EXP-N SYS B 220V OXIMETER (SV02)/VOLUMET/RIC * * * EA 1
CC EXP-N SYS B 100V OXIMETER (SV02)/VOLUMET/RIC * * * EA 1
CC EXP-N-R 115V REFURBISH EXPLORER 115V * * * EA 1
CC 70-AN ANALOG SLAVE CABLE/UNTERMNATED * * * EA 1
CC 70-▇▇▇ ANALOG SLAVE CABLE WO/Y CONN * * * EA 1
CC 70-ANHH ANALOG SLAVE CABLE, Y CONNECTOR * * * EA 1
CC 70-ANS ANALOG SLAVE CABLE * * * EA 1
CC 70-ANSS ANALOG SLAVE CABLE W/Y CONN * * * EA 1
CC 70-CC CATHETER INTERFACE CABLE * * * EA 1
CC 70-CC1 CATHETER INTERFACE CABLE * * * EA 1
CC 70-PRTCR CARTRIDGE FOR HP THINKJET * * * EA 1
CC 70-RS-CN CANON PRINTER CABLE * * * EA 1
CC 70CC1E ASSY PATIENT CABLE:70-CC1E * * * EA 1
CC 70CC2 CATHETER INTERFACE CABLE * * * EA 1
CC 70PRTCN CANON PRINTER FOR USE WITH VGS * * * EA 1
CC OM2E ASSY-OPTICAL MODULE INTL VERS * * * EA 1
CC OM2ER ASSY-OPTICAL MODULE INTL VERS * * * EA 1
CC VGS MONITOR-VIGILANCE CCO/SVO2 * * * EA 1
CC VGS-OM OPERATIONS MANUAL: CCO/SVO2 * * * EA 1
CC VGS-R VIGILANCE - REFURBISHED * * * EA 1
CC VGS1SYS VIGILANCE SYS CCO/SVO2 * * * EA 1
CC VGS2SYS VIGILANCE SYS CCO/SVO2 VGS2 * * * EA 1
23 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC VGSFCR VIGILANCE - REFURBISHED * * * EA 1
CC VGS1VMR REFURB VIGILANCE CCO/SVO2 SYS * * * EA 1
CC VGSSYS VIGILANCE CCOISVO2 SYSTEM 115V * * * EA 1
CC VGSSYSCR VIGILANCE CCO/SVO2 115V SYS * * * EA 1
CC VGSSYSFCR REFURB VIGILANCE SYS 115V * * * EA 1
CC VGSSYSR REFURB VIGILANCE CCO/SVO2 SYS * * * EA 1
CC VGSTM VIGILANCE TECHNICAL MANUAL * * * EA 1
CC PX-MK053 MAYO CLINIC FDNT "A-KIT" * * * CS 10
CC PX-MK061 CHILDRENS HOSP "ADULT KIT" * * * CS 10
CC PX-MK081 CHILDRENS HOSP ST LOUIS * * * CS 10
CC PX-MK085 MAYO CLINIC FDNT SWAN DUAL * * * CS 10
CC PX-MK086 MAYO CLINIC FDNT "A-KIT" * * * CS 10
cc PX-MK087 DUKE UNIVERSITY * * * CS 10
CC PX-MK088 DUKE UNIVERSITY * * * CS 10
CC PX-MK093 SAN ▇▇▇▇▇▇▇ HOSP * * * CS 10
CC PX-MK099 MAYO CLINIC A KIT * * * CS 10
CC PX-MK142 CHILDRENS HOSP IN DC * * * CS 10
CC PX-MK237 ALEXIAN BROS. 1X2 * * * CS 20
CC PXAMK359 BAXTER AUSTRALIA * * * CS 20
CC PXCMK315 PLAINS HEALTH CTR * * * CS 20
CC PXCMK488 1X2 KIT ▇▇▇▇▇▇ CANADA * * * CS 10
CC PXMK287 HAHNEMAN HOSP CDP SINGLE KIT * * * CS 10
CC PXMK307 FROEDTERT ANESTHESIA KIT * * * CS 20
CC PXMK363 HEARTLAND HOSP * * * CS 10
cc PXMK364 HEARTLAND HOSP * * * CS 10
CC PXMK367 ▇▇▇▇▇▇ HOSP SINGLE LINE KIT * * * CS 20
CC PXMK368 ▇▇▇▇▇▇ HOSP 1X2 KIT * * * CS 20
cc PXMK411 1X2 SAN ▇▇▇▇▇▇▇ HOSP * * * CS 20
CC PXMK416 LITTLE CO OF ▇▇▇▇ 24N * * * CS 10
24 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC PXMK422 ST LUKES IN BOISE ID * * * CS 10
CC PXMK433 SINGLE LINE KIT FOR GRANDVIEW * * * CS 10
CC PXMK478 HBAR CDP KIT FOR METHODIST * * * CS 20
CC PXMK485 ▇▇▇▇▇ CLINIC 1 B1F CDP KIT * * * CS 20
CC PXMK509 SINGLE CDP KIT FOR ST MARYS * * * CS 10
CC PX-MK034 2X2 CDP KIT FOR READING HOSP * * * CS 10
CC PX-MK120 CHILDRENS HOSP 2X2 * * * CS 10
CC PX-MK244 ST LUKES 2X2 CDP KIT * * * CS 10
CC PXCMK314 PLAINS HEALTH CTR * * * CS 20
CC PXMK332 CATHOLIC MED CTR * * * CS 10
CC PXMK351 2X2 TRI CDP KIT FOR CHILDRENS * * * CS 20
CC PXMK355 NORTHSHORE * * * CS 10
CC PXMK358 PROVIDENCE HOSP 2X2 SWAN KIT * * * CS 20
CC PXMK393 2X2/3 CDP KIT FOR JEWISH HOSP * * * CS 20
CC PXMK424 ST VINCENTS 2X2 * * * CS 20
CC PXMK464 2X2 CDK KIT FOR READSBURG * * * CS 10
CC PXMK474 2X2 272 MT CARMEL * * * CS 20
CC PXMK9119 VALLEY MEMORIAL HOSP * * * CS 20
CC PXMK9146 FTN VALLEY 2X2 KIT * * * CS 20
CC PXNMK479 CDP KIT FOR ▇▇▇▇▇▇-▇▇▇▇▇▇▇ * * * CS 20
CC PX-MK031 UNIV OF BOSTON CDP KIT 3X3 * * * CS 10
CC PX-MK035 3X3 CDP KIT FOR READNG HOSP * * * CS 10
CC PX-MK062 CHILDRENS HOSP "TRIPLE KIT" * * * CS 10
CC PX-MK063 CHILDRENS HOSP "4X4" * * * CS 10
CC PX-MK083 SOUTHEAST ALABAMA MED CTR * * * CS 10
CC PX-MK084 MAYO CLINIC FDNT "CVS KIT" * * * CS 10
CC PX-MK121 ST ALEXIUS 3X3 * * * CS 10
CC PX-MK139 MAYO CLINIC 3X3 * * * CS 10
CC PX-MK181 CDP 3X3 KIT FOR MERCY-REDDING * * * CS 10
CC PX-MK9582 CHILDRENS HOSP 3X3 PED PT * * * CS 20
25 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC PXCMK449 3X3 CDP KIT FOR ST BONIFACE * * * CS 20
CC PXMK189 WHITE MEMORIAL 3X3 CDP KIT * * * CS 10
CC PXMK194 HEARTLAND HOSP 3X4 * * * CS 10
CC PXMK318 3X3 KIT FOR MAMONIDES * * * CS 10
CC PXMK356 NORTHSHORE * * * CS 10
CC PXMK366 3X3 CDP KIT FOR POMONA VALLEY * * * CS 10
CC PXMK401 BROWNSVILLE MED CTR * * * CS 10
CC PXMK413 3X3R CDP KIT FOR HAHNEMAN * * * CS 10
CC PXMK487 ST ▇▇▇▇▇▇ HOSP 3X3 * * * CS 10
CC PXMK537 3X3 CDP KIT ST ▇▇▇▇▇▇▇/ST LUKE * * * CS 20
CC PXMK188 WHITE MEMORIAL 30CC CDP KIT * * * CS 10
CC PXMK381 ST JUDE HOSP * * * CS 20
CC PXMK415 LAC/USC MED CTR 30CC KIT * * * CS 20
CC PXMK7266 CDP KIT FOR FTN VALLEY HOSP * * * CS 20
CC PXMK7729 NORTHSHORE * * * CS 20
CC PXCMK448 2X2 CDP KIT FOR ST BONIFACE * * * CS 20
CC PXAK438 CDP 5 GANG KIT FOR ST ▇▇▇▇▇▇▇ * * * CS 20
CC PXCAK469 3GANG KIT FOR PORT ▇▇▇▇▇▇ * * * CS 20
CC PXCMX427 TORONTO GENERAL * * * CS 20
CC PXMK357 UNITED HOSP -GRAND FORK * * * CS 10
CC PXMK360 PROVIDENCE HOSP ICP KIT * * * CS 10
CC PXMK410 ▇▇▇▇▇ ICP KIT * * * CS 10
CC PXMK456 CDP KIT SINGLE LINE ICP KIT * * * CS 10
CC PXMK4r SINGLE CDP KIT FOR ST JOSEPH'S * * * CS 20
CC PXMK559 ICP KIT FOR METHODIST HOSP * * * CS 20
CC PXMK7859 NORTHWESTERN MEMORIAL KIT * * * CS ▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ SINGLE LINE KIT * * * CS 20
CC PXMK9716 ST ▇▇▇▇▇▇▇ HOSP 2X2 W/MANIFOLD * * * CS 20
CC PXMK9717 ST ▇▇▇▇▇▇▇ 3X3 W/MANIFOLD * * * CS 20
26 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC PXMK9851 12" FLSH KIT FOR NORTHSHORE * * * CS 20
CC 33-MK050 SINGLE ART LINE KIT-MT SINAI * * * CS 10
CC 33-MK077 IX2 FOR DEL PLAY COMM HOSP * * * CS 20
CC 33-MK084 IX2 FOR ST JOSEPS-HAZELTON-PA * * * CS 10
CC 33-MK120 SIERRA MED CTR "PA KIT" * * * CS 10
CC 33-MK130 CVP SINGLE PRESS MON KIT * * * CS 10
CC 33-MK133 UNIV OF PITTSBURGH SPCL ORDER * * * CS 10
CC 33-MK152 1X2 KIT FOR VENICE HOSP * * * CS 20
CC 33-MK158 SUMMIT REVERSED ART LINE 272 * * * CS 20
CC 33-MK175 SUMMIT DPT 1X2 SPECIAL ORDER * * * CS 10
CC 33-MK223 IUP SUMMIT DPT KIT * * * CS 20
CC 33-MK235 SINGLE DPT W/3CC SPCL ORDER * * * CS 20
CC 33-MK236 SINGLE LINE KIT FOR CLEVELAND * * * CS 20
CC 33-MK334 GRADUATE CDP KIT * * * CS 10
CC 33-MK335 GRADUATE CDP KIT * * * CS 10
CC 33-MK345 33-284 FOR SCRIPPS * * * CS 10
CC 33-MK350 N.OAKLAND MED CTR 1X2 * * * CS 20
CC 33-MK7266 SPECIAL ORDER 30CC KIT FOR * * * CS 20
CC 33-MK7884 SUMMIT DPT KIT-SINGLE ARTERIAL * * * CS 10
CC 33-MK9045 GOOD SAMARITAN HOSP * * * CS 20
CC 33-MK9313 VA-OMAHA * * * CS 20
CC 33-MK9659 SINGLE LINE SPECIAL ORDER KIT * * * CS 20
CC 33-MK9661 GARDEN CITY HOSP * * * CS 20
CC 33-MK9710 SINGLE LINE SPECIAL ORDER KIT * * * CS 20
CC 33-MK9851 NORTHSHORE CDP KIT * * * CS 20
CC 33-MK9911 SINGLE LINE SPECIAL ORDER KIT * * * CS 20
CC 33-MK049 SUMMIT DPT 2X2 SPECIAL ORDER * * * CS 10
CC 33-MK131 UNIV OF PITTSBURGH-2X2 KIT * * * CS 10
CC 33-MK7859 SUMMIT 5-GANG MANIFOLD KIT * * * CS 10
27 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC 33-MK7876 SUMMIT 2X2 SPECIAL ORDER * * * CS 20
CC 33-MK7883 SUMMIT DPT KIT-2X3 * * * CS 20
CC 33-MK7913 NORTHSHORE UNIV, HOSP * * * CS 10
CC 33-MK9119 SUMMIT-DISPOSABLE TR-ANSDUCER * * * CS 20
CC 33-MK9146 SPECIAL ORDER 2X2 KIT FOR * * * CS 20
CC 33-MK9709 SPECIAL ORDER 2X2 KIT * * * CS 20
CC 33-MK048 X3 COLOR CODED SUMMIT KIT * * * CS 10
CC 33-MK086 JO ▇▇▇▇▇ ▇▇▇▇▇ -4X4 MACRO IV * * * CS 10
CC 33-MK123 DOCTORS HOSP SPECIAL ORDER * * * CS 20
CC 33-MK125 SUMMIT DPT 4X4 SPECIAL ORDER * * * CS 10
CC 33-MK342 ▇▇▇▇▇▇▇ HEALTHCARE SYS 3X3 * * * CS 10
CC 33-MK347 33-3X3 FOR SCRIPPS * * * CS 10
CC 33-MK7386 ST ▇▇▇▇▇▇▇ MED CTR 3X3 * * * CS 20
CC 33-MK7455 WASHINGTON ADVENTIST SPECIAL * * * CS 10
CC 33-MK7504 NORTHSHORE HOSP * * * CS 10
CC 33-MK7710 SPECIAL ORDER 3X3 * * * CS 10
CC 33-MK9144 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-3X3 * * * CS ▇▇
▇▇ ▇▇-▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ MEDICAL CENTER * * * CS 20
CC 33-MK9480 ▇▇▇▇▇▇ CLINIC * * * CS 20
CC 33-MK9571 SUMMIT DPT KIT 3X3 * * * CS 20
CC 33-MK9990 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ * * * CS 10
CC 33-MK9993 3X3 KIT FOR CENTENIAL HOSP * * * CS 10
CC 33-MK352 UNIV OF ▇▇▇▇▇ 4 DPTS W/O FLUSH * * * CS 20
CC 33-MK306 30CC 12N W/LIPID RES. * * * CS 10
CC 33-MK9103 LANCASTER GENERAL * * * CS 20
CC 33-MK9410 30CC SPECIAL ORDER KIT FOR * * * CS 20
CC 33-MK9688 SPECIAL ORDER NEO-NATE * * * CS 20
CC 33-MK9986 VANDERBILT UNIV * * * CS 20
CC 33-MK340 CDP KIT FOR LANCASTER GENERAL * * * CS 10
28 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC 33MK354 ICP KIT FOR ST ANNS HOSP * * * CS 20
CC 33-MK132 UNIV OF PITTSBURGH * * * CS 10
CC 51-69MK135 GLENDALE ADVENTIST * * * CS 20
CC 51-CMK024 TORONTO GENERAL HOSPITAL * * * CS 20
CC 51-CMK046 VICTORIA HOSPITAL * * * CS 20
CC 51-CMK077 CALGARY GENERAL HOSPITAL * * * CS 20
CC 51-CMK095 MONTREAL GENERAL HOSPITAL * * * CS 20
CC 51-MK2022 UNIVERSAL M/F NON-VENTED CAP * * * CS 50
CC 51-MK2025 BIFURCATED IV SET * * * CS 10
CC 51-MK2039 ▇▇▇▇▇▇▇ ST ▇▇▇▇▇▇▇ * * * CS 20
CC 51-MK2041 DUKE UNIV TRI IV SET 60" * * * CS 20
CC 51-MK2042 MERCY HOSP CDP KIT * * * CS 20
CC 51-MK7493 CDP BRIDGE KIT * * * CS 20
CC 51-MK7597 ST ▇▇▇▇▇▇▇ * * * CS 20
CC 51-MK7832 MT CARMEL * * * CS 20
CC 51-MK7906 W O ▇▇▇▇▇▇▇ MEM * * * CS 20
CC 51-MK9017 CDP BRIDGE KIT * * * CS 20
CC 51-MK9142 ST ▇▇▇▇▇▇▇ * * * CS 20
CC 51-MK9212 CDP 3 GANG MNFLD KIT * * * CS 20
CC 51-MK9473 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ HSP * * * CS 20
CC 51-MK9944 F/F ADAPTOR * * * CS 50
CC 51-MK9994 ST ELIZABETHS * * * CS 10
CC MK106P PEDIATRIC M/F 6" PRESS TUBING * * * CS 20
CC MK112P PEDIATRIC M/F 12" PRESS TUBING * * * CS 20
CC MK148P PEDIATRIC M/F 48" PRESS TUBING * * * CS 20
CC MK2047 BROOKESVILLE REGIONAL * * * CS 20
CC MK2065 MAYO FOUND CDP COSET KIT * * * CS 20
CC MK2079 BRIDGE FOR WESTERN MED CTR * * * CS 20
CC MK212P PEDIATRIC M/M 12' PRESS TUBING * * * CS 20
29 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC PX-VK272 RAPID CITY CDP AVMP 2X2 * * * CS 10
CC PX-VK276 ▇▇ ▇▇▇▇▇▇▇▇▇▇ HOSP 3X3 COSET * * * CS 10
CC PXCVK323 PLAINS HEALTH CTR * * * CS 20
CC PXVJ084 CHILDRENS HOSP 3X3 VAMP JR * * * CS 10
CC PXVJ287 JR COMBO 3CC FOR LUBBOCK * * * CS 20
CC PXVK023 ▇▇▇▇ ▇▇▇▇▇ 2X 3 COMBO * * * CS ▇▇
▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ KIT FOR ST MARYS * * * CS 10
CC PXVK088 ST ▇▇▇▇▇ - AVMP COMBO SINGLE * * * CS 10
CC PXVK093 ST LUKES CDP VAMP/COMBO KIT * * * CS 20
CC PXVK220 ST. ▇▇▇▇▇ - AVMP COMBO 2X2 * * * CS 20
CC PXVK225 2X2 VMP FOR N COLORADO M.C. * * * CS 10
CC PXVK268 ST ▇▇▇▇▇▇▇ 3X3 VAMP COMBO * * * CS 20
CC PXVK274 ST LUKES 3X3 VAMP COMBO * * * CS 10
CC PXVK292 ▇▇ ▇▇▇▇▇▇▇▇▇▇ HOSP 2X2 V/COSET * * * CS 10
CC PXVK304 PROVIDENCE HOSP - SINGLE LINE * * * CS 20
CC PXVK306 PROVIDENCE HOSP 3X3 COMBO * * * CS 20
CC PXVK327 ST LUKES IN BOISE ID * * * CS 10
CC 33-VK023 ▇▇▇▇ ▇▇▇▇▇ 2X3 VAMP COMBO KIT * * * CS 10
CC 33-VK050 SIERRA MED CTR VAMP KIT * * * CS 10
CC 33-VK053 SUMMIT/160 VAMP COMBO SPCL KIT * * * CS 20
CC 33-VK064 BLOOD SAMPLING ART. KIT FOR * * * CS 10
CC 33-VK096 ART LINE FOR ANESTHESIA * * * CS 10
CC 33-VK099 FULL HEART KIT FOR GRADUATE * * * CS 10
CC 33-VK284 48-VMP172S FOR SCRIPPS * * * CS 10
CC 33-VK7733 3X3 VMP/SUMMIT SPCL ORDR FOR * * * CS 10
CC 33-VK7968 SUMMIT VAMP COMBO KIT FOR * * * CS 20
CC 33-VK9061 SUMMIT VAMP COMBO 2X3 KIT * * * CS 10
CC 33-VK9144 SUMMIT MEDICAL CENTER 3X3 * * * CS 20
CC 33-VK9482 ST ▇▇▇▇▇▇▇ HOSP -HI * * * CS 20
30 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC 43-VK279 3X3 172 VAMP COMBO * * * CS 10
CC 43-VK003 VAMP COMBO OPEN HEART KIT FOR * * * CS 10
CC 43-VK011 MERCY HOSP - UNIFLO/VAMP COMBO * * * CS 20
CC 43-VK012 MERCY HSP - UNIFLO/VAMP COMBO * * * CS 20
CC 43-VK013 MERCY HSP - UNIFLO/VMP COMBO * * * CS 20
CC 43-VK017 VAMP COMBO SPECIAL ORDER KIT * * * CS 20
CC 43-VK018 VAMP COMBO SPECIAL ORDER * * * CS 20
CC 43-VK055 ST MARYS - VAMP COMBO SPECIAL * * * CS 10
CC 43-VK088 UNIFLOW/VAMP ANESTHESIA COMBO * * * CS 10
CC 43-VK093T ST LUKES VAMP COMBO * * * CS 20
CC 43-VK214 CUSTOM VAMP-UNIFLOW COMBO * * * CS 10
CC 43-VK215 2X2 VAMP COMBO FOR VA NASHVILE * * * CS 20
CC 43-VK216 SINGLE LINE DUAL Z VA NASHVILE * * * CS 10
CC 43-VK7619 3X3 UNIFLOW W/VAMP ANESTHESIA * * * CS 10
CC 43-CMK124 VICTORIA HOSPITAL * * * CS 20
CC 43-CMK201 SINGLE ART LINE PM KIT FOR * * * CS 10
CC 43-CMK203 NO IV SET - SINGLE ART LINE FOR * * * CS 10
CC 43-MK036 ▇▇▇▇▇▇ ▇▇▇▇▇ * * * CS 20
CC 43-MK091 ▇▇▇▇▇▇ ▇▇▇▇▇ / CABRILLO * * * CS 20
CC 43-MK092 ▇▇▇▇▇▇ ▇▇▇▇▇ / CABRILLO * * * CS 20
CC 43-MK093 ▇▇▇▇▇▇ ▇▇▇▇▇ / CABRILLO * * * CS 20
CC 43-MK132 ROCHESTER GEN. HOSP. * * * CS 20
CC 43-MK134 CHRISTIAN HOSP NE * * * CS 20
CC 43-MK154 ST MARYS ST LOUIS MO * * * CS 10
CC 43-MK188 UNIV OF TENNESSEE-PEDIATRIC * * * CS 10
CC 43-MK209 METHODIST HOSPITAL-SINGLE ART * * * CS 20
CC 43-MK238 "SWAN KIT" SPECIAL ORDER * * * CS 20
CC 43-MK256 43-2X2 60" DPT KIT UNIFLOW * * * CS 20
CC 43-MK292 CATH LAB DPT SPECIAL ORDER KIT * * * CS 20
31 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC 43-MK298 60" TRIFURCATED UNIFLOW * * * CS 10
CC 43-MK312 108" SINGLE LINE CUSTOMER * * * CS 20
CC 43-MK343 24" PED KIT FOR LITTLE CO OF * * * CS 10
CC 43-MK377 VA BUFFALO CDP KIT * * * CS 10
CC 43-MK9121 ST ELIZABETHS KIT * * * CS 20
CC 43-MK9239 ST MARYS-MADISON * * * CS 20
CC 43-MK9626 WATERBURY HOSP. * * * CS 20
CC 43-MK9829 CHILDRENS IN FRESNO * * * CS 20
CC 43-CMK280 BIFURCATED 43 SERIES 72IN LINE * * * CS 20
CC 43-MK037 ▇▇▇▇▇▇ ▇▇▇▇▇ * * * CS 20
CC 43-MK297 TRIFURCTED 2X# UNIFLOW KIT * * * CS 10
CC 43-MK309 2X2 CUSTOMER DEFINED PRODUCT * * * CS 20
CC 43-MK345 2X2 TRI CUST. DEFNED KIT FOR * * * CS 10
CC 43-MK9209 METHODIST HOSP * * * CS 20
CC 43-VK220 UNIFLOW 2X2 VAMP COMBO * * * CS 20
CC 43-CMK202 3X3 MACRO PM KIT FOR BRITISH * * * CS 10
CC 43-MK049 BRISTOL MEM HSP * * * CS 10
CC 43-MK125 ROCHESTER GEN. HOSP. * * * CS 20
CC 43-MK183 ST ANTHONY'S * * * CS 20
CC 43-MK189 JEWISH HOSPITAL - 3X3 REVERSED * * * CS 20
CC 43-MK214 UNIFLOW-DISPOSABLE TRANSDUCER * * * CS 20
CC 43-MK229 ▇▇▇▇▇ HOSP * * * CS 10
CC 43-MK239 TRIFURCATED DPT KIT * * * CS 10
CC 43-MK306 UNIFLOW TRIPLE LINE KIT * * * CS 20
CC 43-MK311 UNIFLOW TRIPLE LINE KIT * * * CS 20
CC 43-MK9208 METHODIST HOSP * * * CS 20
CC 43-MK9317 ST ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ * * * CS 10
CC 43-VK293 ST ▇▇▇▇▇▇ 3X3 VAMP COMBO * * * CS 10
CC 43-AMK063 SPECIAL ORDER DISPOSABLE TRANS * * * CS 20
32 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC 43-CMK071 HOSPITAL FOR SICK CHILDREN * * * CS 20
CC 43-MK031 LUTHERN HOSP * * * CS 20
CC 43-MK322 30CC LIPID RESISTANT 36N * * * CS 10
CC 43-MK9493 ST ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ * * * CS 20
CC 43-MK9625 WATERBURY HOSP. * * * CS 20
CC 43-MK357 CDP KIT FOR ▇▇▇▇▇▇▇ * * * CS 10
CC 48-VJ244 CDP VAMP JR FOR UNIV OF KANSAS * * * CS 20
CC 49-VK233 UC ▇▇▇▇▇ * * * CS 20
CC VJ259 CHILDRENS HOSP-DALLAS * * * CS 20
CC VK298 BALL MEMORIAL VENOUS VAMP KIT * * * CS 20
CC 59PXCT 6" ADAPTOR CABLE FOR PX SERIES * * * EA 1
CC PX-1800 896021-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896040-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896033-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896032-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896031-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896031-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896029-011 INTERFACE CALE FOR TRUWAVE DPT * * * EA 1
CC PX-1800 896028-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896025-001 PX DFT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896507-011 TRUWAVE INTERFACE CABLE * * * EA 1
CC PX-1800 896019-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896019-001 PX DFT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896012-016 PHOENIX INTERFACE CABLE FOR * * * EA 1
CC PX-1800 896012-013 TRUWAVE INTERFACE CABLE * * * EA 1
CC PX-1800 896008-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896007-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896004-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896004-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
33 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC PX-1800 896003-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896025-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896090-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896494-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896137-011 PHOENIX INTERFACE CABLE FOR * * * EA 1
CC PX-1800 896125-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896115-011 TRUWAVE DPT INTERFACE CABLE * * * EA 1
CC PX-1800 896106-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896089-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896088-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896083-013 TRUWAVE DPT CONNECTING CABLE * * * EA 1
CC PX-1800 896038-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896083-001 INTERFACE CABLE FOR PHOENIX * * * EA 1
CC PX-1800 896033-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896080-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896079-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896056-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896056-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896036-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896053-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896049-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896047-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896044-001 INTERFACE CABLE FOR PHOENIX * * * EA 1
CC PX-1800 896042-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-I800 896083-011 INTERFACE CABLE FOR PHOENIX * * * EA 1
CC PX-1800 896034-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896507-001 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX-1800 896508-011 PX DPT SYSTEM INTERFACE CABLE * * * EA 1
CC PX12N PX 12 INCH NEONATE KIT * * * CS 10
34 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC PXIX2 PX 1 DPT STANDARD KIT * * * CS 10
CC PX200 PX VAMP READY KIT * * * CS 10
CC PX-L PX SINGLE LINE DPT 12" * * * CS 10
CC PX24N PX 24 INCH NEONATE KIT * * * CS 10
CC PX260 PX SINGLE LINE DPT KIT 60" * * * CS 10
CC PX260R PX 60" POLE MOUNT OR KIT * * * CS 10
CC PX272 PX SINGLE LINE DPT 72" * * * CS 10
CC PX284 PX SINGLE LINE DPT 84" * * * CS 10
CC PX36N PX 36 INCH NEONATE KIT * * * CS 10
CC PX600 PX STANDALONE TRANSDUCER * * * CS 20
CC PX600F PX STANDALONE TRANSDUCER 3CC * * * CS 20
CC PX600F30 PX STANDALONE TRANSDUCER 30CC * * * CS 20
CC PX6001 PX STANDALONE TRANSDUCER * * * CS 20
CC PX601 PX STANDALONE TRANSDUCER * * * CS 20
CC PX604 PX STANDALONE TRANSDUCER * * * CS 20
CC PXSIM PHOENIX DPT TESTER * * * EA 1
CC PX2X2 PX 2 DPT STANDARD KIT * * * CS 10
CC PX2X3 PX 2 DPT STANDARD KIT * * * CS 10
CC PX3X3 PX 3 DPT STANDARD KIT * * * CS 10
CC PX3X3272 PX 3 DPT ANESTH PM KIT 72" * * * CS 10
CC PXAVMP PX VAMP SINGLE DPT ANESTH * * * CS 10
CC PXAVMP3 PX 3X3 VAMP DPT ANESTHESIA * * * CS 10
CC PXVMP120 PX VAMP/TRANSDCER 120 CMBO KIT * * * CS 10
CC PXVMP160 PX VAMP/TRANSDCER 160 CMBO KIT * * * CS 10
CC PXVMP172 PX VAMP/TRANSDCER 172 CMBO KIT * * * CS 10
CC PXVMP184 PX VAMP/TRANSDCER 184 CMBO KIT * * * CS 10
CC PXVMP260 PX POLE MOUNT VAMP/DPT CMBO * * * CS 10
CC PXVMP272 PX POLE MOUNT VAMP/DPT KIT * * * CS 10
CC PXMP284 PX POLE MOUNT VAMP/DPT KIT * * * CS 10
35 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC PXVMP2X21 PX ARM MOUNT VAMP DPT 160 2X2 * * * CS 10
CC PXVMP2X22 PX POLE MOUNT VAMP/DPT 260 2X2 * * * CS 10
CC PXVMP2X31 PX ARM MOUNT VAMP/DPT 160 2X3 * * * CS 10
CC PXVMP3X31 PX ARM MOUNT VAMP/DPT 160 3X3 * * * CS 10
CC PXVMP3X32 PX POLE MOUNT VAMP/DPT 272 3X3 * * * CS 10
CC VMP306PX VAMP JR "PX" DPT COMBO KIT * * * CS 10
CC VMP406PX VAMP JR "PX" DPT COMBO KIT * * * CS 10
CC VMP448PX VAMP JR "PX" DPT COMBO KIT * * * CS 10
CC 43-AVMP SINGLE UNIFLOW VAMP ANESTH * * * CS 10
CC 43-AVMP3 3X3 UNIFLOW VAMP ANESTHESIA * * * CS 10
CC 49-VMP120UF VAMP 120 KIT, TRANSDUCER READY * * * CS 10
CC 48-VW160UF VAMP 160 KIT, TRANSDUCER READY * * * CS 10
CC 48-VMP172UF VAMP 172 KIT, TRANSDUCER READY * * * CS 10
CC 48-VMP184UF VAMP 184 KIT, TRANSDUCER READY * * * CS 10
CC 48-VMP260UF VAMP POLE MOUNT DPT COMBO KIT * * * CS 10
CC 48-VMP272UF VAMP POLE MOUNT DFT COMBO KIT * * * CS 10
CC 48-▇▇▇▇▇▇▇▇▇ VAMP/UNIFLOW 160 2X2 ARM MOUNT * * * CS 10
CC 49-VMP2X3UF1 VAMP/UNIFLOW 160 2X2 ARM MOUNT * * * CS 10
CC 48-VMP3X3160UF 60" VAMP W/ ARM MOUNT /3 DTS * * * CS 10
CC 48-VMP3X3272UF UNIFLOW VAMP COMBO 3X3 POLE * * * CS 10
CC VWP306UF VAMP JR DPT COMBO KIT * * * CS 10
CC VMP426UF VAMP JR/UNIFLOW DPT COMBO KIT * * * CS 10
CC 33-AVMP SINGLE SUMMIT VAMP ANES * * * CS 10
CC 33-AVMP3 3X3 SUMMIT VAMP ANESTHESIA * * * CS 10
CC 49-VMP120S VAMP/TRANSDUCER 120 COMBO KIT * * * CS 10
CC 48-VMP160S VAMP/TRANSDUCER 160 COMBO KIT * * * CS 10
CC 48-VMP172S VAMP AND SUMMIT TRANSDUCER * * * CS 10
CC 48-VMP184S VAMP AND SUMMIT TRANSDUCER * * * CS 10
CC 48-VMP260S VAMP POLE MOUNT COMBO DPT KIT * * * CS 10
36 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC 48-VMP272S VAMP POLE MOUNT DPT COMBO KIT * * * CS 10
CC 49-VMP2X2S1 VAMP/SUMMIT 160 2X2 ARM MOUNT * * * CS 10
CC 48-VMP2X2S2 VAMP/SUMMIT 260 2X2 POLE MOUNT * * * CS 10
CC 48-VMP2X3S1 VAMP/SUMMIT 160 2X3 ARM MOUNT * * * CS 10
CC 48-VMP2X3S2 VAMP/SUMMIT 260 2X3 POLE MOUNT * * * CS 10
CC 48-VMP3X3160S 60" VAMP W/ ARM MOUNT /3 DPTS * * * CS 10
CC 48-VMP3X3272S VAMP COMBO 3X3 POLE MOUNT 72" * * * CS 10
CC VMP306 VAMP JR * * * CS 20
CC VMP406 VAMP JR * * * CS 20
CC VMP426 VAMP JR * * * CS 20
CC VMP448 VAMP JR * * * CS ▇▇
▇▇ ▇▇-▇▇-▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇ HEMO * * * CS 40
CC CC-03-80.5F 8.5F POLYURETANE SHEATHS * * * CS ▇▇
▇▇ ▇▇-▇▇-▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ * * * CS 40
CC CC-300 8.5F INTRODUCER TRAY W/ AUTOMATIC * * * CS 10
CC CC-350B-8.5F ▇▇▇▇▇-▇▇▇▇▇ VALVE, BONDED * * * CS 10
CC CC-500-8.5F INTRODUCER TRAY W/ AUTOMATIC * * * CS 10
CC CC-500B-8.5F INTRO SHEATH BONDED HEMO VALVE * * * CS 10
CC CC-507-8.5F INTRO SHEATH W/DETACHABLE * * * CS 10
CC CC-507B-8.5F INTRO SHEATH W/BONDED HEMO * * * CS 10
CC CC-550-8.5F INTRODUCER TRAY; 8.5F * * * CS 10
CC CC-550B-8.5F INTRODUCER TRAY; 8.5 F * * * CS 10
CC CC-A301B-8.5F INTRO KIT W / AMC STD * * * CS 10
CC CC-A351B-8.5F INTRO KIT W / AMC STD * * * CS 10
CC CC-A502-8.5F INTRO TRAY / AMC STD * * * CS 10
CC CC-A502B-8.5F INTRO TRAY / AMC STD * * * CS 10
CC CC-A551-8.5F INTRO TRAY / TD * * * CS 10
CC CC-A551B-8.5F INTRO TRAY / AMC STD * * * CS 10
CC GW-25-35 GUIDEWIRE.025X35 CM * * * CS 20
37 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC GW-25-45HS GUIDEWIRE.025 X 45CM * * * CS 20
CC GW-35-45 GUIDEWIRE.035X45 CM * * * CS 20
CC GW-35-70 GUIDEWIRE.035X70 CM * * * CS 20
CC 48-AVMP ANESTHESIA VAMP * * * CS 20
CC 48-VMP106 6* SAMPLING KIT FOR BODY MOUNT * * * CS 20
CC 489-VWP120 ARM MOUNT RES. FOR BODY MOUNT * * * CS 20
CC 48-VMP160 PKG. ASSY. 48-VMP160 * * * CS 20
CC 48-VMP172 PKG. ASSY. 48-VMP172 * * * CS 20
CC 49-VMP184 PKG ASSY.48-VMP184 * * * CS 20
CC 48-VMP260 PKG. ASSY 48-VMP260 * * * CS 20
CC 48-VMP2.72 PKG. ASSY. 49-VMP272 * * * CS 20
CC 48-VMP503H PKG ASSY .3 CC SYRINGE * * * CS 50
CC 48-VMP600 PKG. ASSY., 48-VMP600 * * * CS 50
CC VMP400 PKG. ASSY. - VAMP CANNULA * * * CS 200
CC VMP700 VAMP DIRECT DRAW * * * CS 50
CC CC-07-7F COMPONENT OBTURATOR * * * CS 40
CC CC-301-5F INTRODUCER TRAY 5F W/AUTOMATIC * * * CS 10
CC CC-301-6F INTRODUCER TRAY-6F * * * CS 10
CC CC-301-7F INTRODUCER TRAY-7F * * * CS 10
CC CC-301-8F INTRODUCER TRAY -8F * * * CS 10
C CC-351B-6F INTRODUCER TRAY 6F * * * CS 10
CC CC-351B-7F INTRODUCER TRAY-7F * * * CS 10
CC CC-351B-8F INT0RDUCER TRAY OF * * * CS 10
CC CC-500-5F INTRODUCER TRAY 5F * * * CS 10
CC CC-500-6F INTRODUCER TRAY-6F * * * CS 10
CC CC-500-7F INTRODUCER TRAY-7F * * * CS 10
CC CC-500-F INTRODUCER TRAY - 8F * * * CS 10
CC CC-550B-5F INTRODUCER TRAY 5F * * * CS 10
CC CC-550B-6F INTRODUCER TRAY - 6F * * * CS 10
38 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC CC-550B-7F INTRODUCER TRAY-7F * * * CS 10
CC CC-550B-8F INTRODUCER TRAY 8F * * * CS 10
CC 33-12N 12 INCH NEONATE KIT * * * CS 10
CC 33-1X2 SUMMIT 1DPT STANDARD KIT * * * CS 10
CC 33-200 VAMP READY KIT- SUMMIT * * * CS 10
CC 33-212 SUMMIT 1 DPT STANDARD KIT * * * CS 10
CC 33-24N 24 INCH NEONATE KIT * * * CS 10
CC 33-260 SUMMIT 1 DTP STANDARD KIT * * * CS 10
CC 33-272 SUMMIT 1 DPT STANDARD KIT * * * CS 10
CC 33-284 SUMMIT 1 DPT STANDARD KIT * * * CS 10
CC 33-36N 36 INCH NEONATE KIT * * * CS 10
CC 33-600 SUMMIT STANDALONE TRANSDUCER * * * CS 20
CC 33-600F SUMMIT STANDALONE TRANSDUCER * * * CS 20
CC 33-600F30 SUMMIT STANDALONE TRANSDUCER * * * CS 20
CC 33-6001 SUMMIT STANDALONE TRANSDUCER * * * CS 20
CC 33-2X2 SUMMIT 2DPT STANDARD KIT * * * CS 10
CC 33-2X3 SUMMIT 2DPT STANDARD KIT * * * CS 10
CC 33-3X3 SUMMIT 3DPT STANDARD KIT * * * CS 10
CC 33-3X3.272 SUMMIT 3 DPT ANESTH PM KIT * * * CS 10
CC 57-BD240 I LINDEN FITTINGS FOR USE WITH * * * CS 20
CC 57-BD241 I LUER-LOCK FITTINGS.FOR USE * * * CS 20
CC 57-BH271 I DISPOSABLE DOME FOR * * * CS 20
CC S7-GD261 I LUER-LOCK FITTINGS.FOR USE * * * CS 20
CC 57-HPQ290 I LINDEN FITTINGS,FOR USE WITH * * * CS 20
CC 54-IV1-2 IV ADMINISTRATION SET. SINGLE, * * * CS 10
CC 54-IV2-2 IV ADMINISTRATION SET, * * * CS 10
CC 54-IV3-2 IV ADMINISTRATION SET. * * * CS ▇▇
▇▇ ▇▇-▇▇▇-▇▇ ▇ ▇▇▇ ▇▇▇▇▇/▇▇▇▇▇ TUBING * * * CS 20
39 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC 58-K169-06 STOPCOCK WITH 6 INCH PRESSURE * * * CS 20
CC 58-K169-12 STOPCOCK WITH 12 INCH PRESSURE * * * CS 20
CC 50-P20OR ROTATING M-M ADAIYTER * * * CS 50
CC 59-1 WSC 1 -WAY STOPCOCK L-L * * * CS 50
CC 59-3WSC 3-WAY STOPCOCK L/L * * * CS 50
CC 59-4WSC 4-WAY L-L STOPCOCK * * * CS 50
CC 59-AM300 ADHESIVE BODY MOUNT FOR * * * CS 100
CC 59-CL200 HOLDER FOR MANIFOLD II * * * EA 1
CC 59-DTH4 DISPOSABLE HOLDER FOR DPT * * * CS 10
CC 59-DTS-C CLAMP FOR DISPOSABLE PRESSURE * * * EA 1
CC 59-DTS-S PKG ASSY-AARM STRAP,59-DTS-S * * * CS 10
CC 59-MNVC MALE NONVNTD CAP 100 EA-2 PER * * * CS 5O
CC ▇▇-▇▇▇ ▇▇▇ ▇▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇-▇▇▇ * * * CS 10
CC 50-P106 20 PRESSURE TUBING, 6" M\F * * * CS 20
CC 50-P112 20 PRESSURE TUBING, 12", M\F * * * CS 20
CC 50-P124 20 PRESSURE TUBING, 24", M\F * * * CS 20
CC 50-P136 20 PRESSURE TUBING, 36", M\F * * * CS 20
CC 50-P148 20 PRESSURE TUBE, M\F, 48" * * * CS 20
CC 50-P160 20 PRESSURE TUBING. 60", M\F * * * CS 20
CC 50-P172 20 PRESSURE TUBING, 72",M\F * * * CS 20
CC 50-P184 20 PRESSURE TUBING, 84", M\F * * * CS 20
CC 50-P206 20 PRESSURE TUBING, 6", M\M * * * CS 20
CC 50-P212 20 PRESSURE TUBING, 12", M\M * * * CS 20
CC 50-P224 20 PRESSURE TUBING, 24", M\M * * * CS 20
CC 50-P236 20 PRESSURE TUBING. 36", M\M * * * CS 20
CC 50-P248 20 PRESSURE TUBING, 48", M\M * * * CS 20
CC 50-P260 20 PRESSURE TUBING, 60", M\M * * * CS 20
CC 5O.P272 20 PRESSURE TUBING. 72", M\M * * * CS 20
CC 50-P284 20 PRESSURE TUBING, 84", M\M * * * CS 20
40 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC 52-F211 STD PRESSURE MONITORING KIT * * * CS 20
CC 52-F221 STD PRESSURE MONITORING KIT * * * CS 20
CC 52-F231 STD PRESSURE MONITORING KIT * * * CS 20
CC 52-F234 STD PRESSURE MONITORING KIT * * * CS 20
CC 52-F235BE STD PRESSURE MONITORING KIT * * * CS 20
CC 52-F235G STD PRESSURE MONITORING KIT * * * CS 20
CC 52-F235HPQ KIT WITH DOME FOR USE W/HP * * * CS 20
CC 52-F248HPQ STD PRESSURE MONITORING KIT * * * CS 20
CC 52-F72HPQ KIT WITH DOME FOR USE W/HP * * * CS 20
CC 55-LTFIDO FLUSH DEVICE, 3CC/HOUR * * * CS 20
CC 55-UF130 FLUSH DEVICE, 30CC/HR * * * CS 20
CC 43-12N 12 IN NEONATE KIT * * * CS 10
CC 43-1X2 POLE MOUNT 1DPT FOR 3 PRESSURE * * * CS 20
CC 43-200 VAMP READY KIT-TRANSDUCER * * * CS 10
CC 43-212 12 IN ARM MOUNT KIT * * * CS 10
CC 43-24N 24 IN NEONATE KIT * * * CS 10
CC 43-260 60 IN POLE MOUNT KIT * * * CS 10
CC 43-26OR 60 IN POLE MOUNT OR VJT * * * CS 10
CC 43-272 72 IN POLE MOUNT KIT * * * CS 10
CC 43-284 84 IN POLE MOUNT KIT * * * CS 10
CC 43-36N 36 N NEONATE KIT * * * CS 10
CC 43-600 STAND ALONE DPT * * * CS 20
CC 43-60OF STANDALONE WITH 3ML FLUSH * * * CS 20
CC 43-60OF30 STANDALONE WITH 30ML FLUSH * * * CS 20
CC 43-6001 1CP AND 1UP KIT * * * CS 20
CC 43-604 STANDALONE DPT WITH 4FT CABLE * * * CS 20
CC 43212F 12 IN POLE MOUNT KIT W-FLUSH * * * CS 10
CC 43284F 84 IN POLE MOUNT KIT W-FLUSH * * * CS 10
CC 43-2X POLE MOUNT 2DPT FOR 3 PRESSURE * * * CS 20
41 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CC 43-2X3 POLE MOUNT 2DPT FOR 3 PRESSURE * * * CS 20
CC 43-3X3 POLE MOUNT 3DPT FOR 3 PRESSURE * * * CS 20
CC 43-3X3-272 UNIFLOW3DPT ANESTH PM KIT * * * CS 20
CC DIVISION TOTAL MODELS 873
42 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
CVS 4700 PERICARDIAL PATCH * * * EA 1
CVS 4800 ▇▇▇▇▇-▇▇▇▇▇▇ HEART SUPPORT * * * CS 6
CVS DIVISION TOTAL MODELS 2
43 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
VS 830515F ▇▇▇▇▇▇ ATRIOSEPTOSTOMY CATH * * * EA 1
VS 830705F ATRIOSEPTOSTOMY DILATION CATH * * * EA 1
VS 620403F 3F OCCLUSION CATHETER 40CM * * * EA 1
VS 620404F 4F OCCLUSION CATHETER 40CM * * * EA 1
VS 620405F 5F OCCLUSION CATHETER 40CM * * * EA 1
VS 62AO403F OCCLUSIN CATH 3F, 40CM * * * EA 1
VS 62AO404F OCCLUSIN CATH 4F, 40CM * * * EA 1
VS 62AO405F OCCLUSIN CATH 5F, 40CM * * * EA 1
VS 12TL0404F ▇▇▇▇▇▇▇ THRU-LUMEN ARTERIAL * * * EA 1
VS 12TLO904F ▇▇▇▇▇▇▇ THRU-LUMEN ARTERIAL * * * EA 1
VS 12TLO805F ▇▇▇▇▇▇▇ THRU-LUMEN ARTERIAL * * * EA 1
VS 12TLO806F ▇▇▇▇▇▇▇ THRU-LUMEN ARTERIAL * * * EA 1
VS 12TLO807F ▇▇▇▇▇▇▇ THRU-LUMEN ARTERIAL * * * EA 1
VS 12TLW403F ▇▇▇▇▇▇▇ THRU-LUMIN EMBO CATH * * * EA 1
VS 12TLW404F ▇▇▇▇▇▇▇ THRU-LUMIN EMBO CATH * * * EA 1
VS 12TLW803F ▇▇▇▇▇▇▇ THRU-LUMIN EMBO CATH * * * EA 1
VS 12TLW804F ▇▇▇▇▇▇▇ THRU-LUMIN EMBO CATH * * * EA 1
VS 12TLW805F ▇▇▇▇▇▇▇ THRU-LUMIN EMBO CATH * * * EA 1
VS 12TLW806F ▇▇▇▇▇▇▇ THRU-LUMIN EMBO CATH * * * EA 1
VS CV6000 ▇▇▇▇▇▇▇ CATHETER RACK * * * EA 1
VS 420404F EDSLAB CHOLANGIOGRAPHY * * * EA 1
VS 420406F CHOLANGIOGILAPHY CATHETER * * * EA 1
VS 420804F LAPAROSCOPIC CHOLANGIOGRAM * * * EA 1
VS 42TL0804F LAPAROSCOPIC CHOLANGIOGRAPHY * * * EA 1
VS CV8000 CHOLANGIOGRAPHY KIT * * * EA 1
VS 1408010 ▇▇▇▇▇▇▇ ADHERANT CLOT CATH * * * EA 1
VS 140806 ▇▇▇▇▇▇▇ ADHERENT CLOT 4F 6MM * * * EA 1
VS 140808 ADHERENT CLOT CATHETER * * * EA 1
VS 160245F ▇▇▇▇▇▇▇ GRAFT THROMBECTOWY * * * EA 1
44 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
VS 160246F ▇▇▇▇▇▇▇ GRAFT THROMBECTOMY * * * EA 1
VS 120403FS ▇▇▇▇▇▇▇ ART EMBO CATH W STYLET * * * EA 1
VS 120803FS ▇▇▇▇▇▇▇ ART EMBO CATH W STYLET * * * EA 1
VS 12A0403F ▇▇▇▇▇▇▇ EMBOLECTOMY (FLAT PKG) * * * EA I
VS 12A0404F ▇▇▇▇▇▇▇ EMBOLECTOMY (FLAT PKG) * * * EA 1
VS 12A0602F ▇▇▇▇▇▇▇ EMBOLECTOMY (FLAT PKG) * * * EA 1
VS 12A0803F ▇▇▇▇▇▇▇ EMBOLECTOMY (FLAT PKG) * * * EA 1
VS 12A0804F ▇▇▇▇▇▇▇ EMBOLECTOMY (FLAT PKG) * * * EA 1
VS 12A0805F ▇▇▇▇▇▇▇ EMBOLECTOMY (FLAT PKG) * * * EA 1
VS 12A0806F ▇▇▇▇▇▇▇ EMBOLECTOMY (FLAT PKG) * * * EA 1
VS 12AO807F ▇▇▇▇▇▇▇ EMBOLECTOWY (FLAT PKG) * * * EA 1
VS 12A1004F ▇▇▇▇▇▇▇ EMBOLECTOMY (FLAT PKG) * * * EA 1
VS 320806F ▇▇▇▇▇▇▇ THROMBECTOMY CATHETER * * * EA 1
VS 32080810F ▇▇▇▇▇▇▇ THROMBECTOMY CATH * * * EA 1
VS 320909F ▇▇▇▇▇▇▇ THROMBECTOMY CATHETER * * * EA 1
VS 62080814F ▇▇▇▇▇▇▇ OCCLUSION CATHETER * * * EA 1
VS 62080822F ▇▇▇▇▇▇▇ OCCLUSION CATHETER * * * EA 1
VS 2202310F ▇▇▇▇▇▇▇ VENOUS IRRIGATION * * * EA 1
VS 220804F ▇▇▇▇▇▇▇ ARTEIUAL IMUGATION * * * EA 1
VS 220906F ▇▇▇▇▇▇▇ ARTERIAL IRRIGATION * * * EA 1
VS 410235F ▇▇▇▇▇▇▇ BILIARY PROBE * * * EA 1
VS 410236F ▇▇▇▇▇▇▇ BILIARY PROBE * * * EA 1
VS 410405F ▇▇▇▇▇▇▇ BILIARY PROBE * * * EA 1
VS 120403F ▇▇▇▇▇▇▇ EMBOLECTOMY CATHETER * * * EA 1
VS 120404F ▇▇▇▇▇▇▇ EMBOLECTOMY CATHETER * * * EA 1
VS 120602F ▇▇▇▇▇▇▇ EMBOLECTOMY (TUBE PKG) * * * EA 1
VS 120803F ▇▇▇▇▇▇▇ EMBOLECTOMY (TUBE PKG) * * * EA 1
VS 120904F ▇▇▇▇▇▇▇ EMBOLECTOMY (TUBE PKG) * * * EA 1
VS 120805F ▇▇▇▇▇▇▇ EMBOLECTOMY (TUBE PKG) * * * EA 1
45 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
VS 120806F ▇▇▇▇▇▇▇ EMBOLECTOMY (TUBE PKG) * * * EA 1
VS 120807F ▇▇▇▇▇▇▇ EMBOLECTOMY (TUBE PKG) * * * EA 1
VS DHYDRA33 ▇▇▇▇▇▇▇ DOUBLE HYDRAJAW * * * CS 10
VS DHYDRA61 ▇▇▇▇▇▇▇ DOUBLE HYDRAJAW * * * CS 10
VS DHYDRA86 ▇▇▇▇▇▇▇ DOUBLE HYDRAJAW * * * CS 10
VS SAFEHY33 ▇▇▇▇▇▇▇ SAFEJAW-HYDRAJAW * * * CS 10
VS SAFEHY86 ▇▇▇▇▇▇▇ SAFEJAW-HYDRAJAW * * * CS 10
VS CDSAFE12 ▇▇▇▇▇▇▇ DOUBLE SOFTJAW * * * CS 10
VS CDSAFE6 FOGART DOUBLE SOFTJAW * * * CS 10
VS CSAFE6 ▇▇▇▇▇▇▇ SAFEJAW CLIP * * * CS 10
VS 700014 1.5 PASSIVE ANGIOSCOPE * * * EA 1
VS 700015 0.7 PASSIVE ANGIOSCOPE * * * EA 1
VS 700046 ANGIOSCOPIC VALVULOTOME * * * EA 1
VS 700047 2.3 PASSIVE ANGIOSCOPE * * * EA 1
VS 700070 1.9 PASSIVE ANGIOSCOPE * * * EA 1
VS 700071 AV ANGIOSCOPE * * * EA 1
VS 700072 DEFLECTNG ANGIOSCOPE * * * EA 1
VS 700073 2.8 PASSIVE ANGIOSCOPE * * * EA 1
VS 700031 IRRIGATION TUBING:5 PACK * * * EA 1
VS 700042 TUBING EX7ENSION SET: 5 PACK * * * EA 1
VS 700081 PULLING CATHETER * * * CS 5
VS 700082 LIGHT REDUCER * * * EA 1
VS 700051 CBD STONE BASKET * * * EA 1
VS 704000 BAX 2.5D70 CBD SCOPE * * * EA 1
VS 700018 CAMERA COUPLER * * * EA 1
VS 700025 STORZ ADAPTER * * * EA 1
VS 700026 WOLF ADAPTER * * * EA 1
VS 700029 V TO C ADAPTER * * * EA 1
VS 700030 EYEPIECE ADAPTER * * * EA 1
46 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
VS 700038 OLYMPUS TO C ADAPTER * * * EA 1
VS 700039 STRYKER ADAPTER * * * EA 1
VS 700041 MAGNIFIER * * * EA 1
VS 700043 ENDOSCOPIC PUMP (110/115V) * * * EA 1
VS 700085 LIGHT SOURCE ADAPTOR * * * EA 1
VS 700086 CAMERA COUPLER FIXED FOCUS * * * EA 1
VS 700087 ENDOSCOPIC FOOT PEDAL 120/220 * * * EA 1
VS 702010 2.8 PASSIVE REUSABLE SHAFT * * * EA 1
VS 702018 1.9 PASSIVE REUSABLE SHAFT * * * EA 1
VS 702023 2.4 PASS REUSE ANGIOSCOPE SET * * * EA 1
VS 702025 ANGIOSCOPE SHAFT. 2.4MM * * * EA 1
VS 702002 STERILIZATION CONTAINER * * * EA 1
VS 702003 LUS OLYMPUS ADAPTER * * * EA 1
VS 702004 ▇▇▇ ▇▇▇▇▇ ADAPTER * * * EA 1
VS 702005 ▇▇▇ ▇▇▇▇ ADAPTER * * * EA 1
VS 702006 LUS ACMI ADAPTER * * * EA 1
VS 702007 LEAK TESTER * * * EA 1
VS 702011 BAX OPTICS MODULE * * * EA 1
VS 702012 CLEANING BRUSH 1 MM: 5 PACK * * * EA 1
VS 702013 LUS EYEPIECE * * * EA 1
VS 702014 CLEANING BRUSH 0.6MM: 5 PACK * * * EA 1
VS 702020 BAX LIGHT REDUCER * * * EA 1
VS 702021 BAX LSA SOLOS * * * EA 1
VS 702000 2.8 PASSIVE REUSE SET * * * EA 1
VS 702016 1.9 PASSIVE REUSE SET * * * EA 1
VS DSOFT33 ▇▇▇▇▇▇▇ DOUBLE SOFTJAW * * * CS 10
VS DSOFT61 ▇▇▇▇▇▇▇ DOUBLE SOFTJAW * * * CS 10
VS DSOFT86 ▇▇▇▇▇▇▇ DOUBLE SOFTJAW * * * CS 10
VS SOFT33 ▇▇▇▇▇▇▇ SOFTJAW * * * CS 10
47 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
VS SOFT61 ▇▇▇▇▇▇▇ SOFTJAW * * * CS 10
VS SOFT86 ▇▇▇▇▇▇▇ SOFJTAW * * * CS 10
VS HYDRA33 ▇▇▇▇▇▇▇ HYDRAJAW * * * CS 10
VS HYDRA61 ▇▇▇▇▇▇▇ HYDRAJAW * * * CS 10
VS HYDRA86 ▇▇▇▇▇▇▇ HYDRAJAW * * * CS 10
VS CCATH6 CATHETER SPRING CLIP * * * CS 10
VS CPARAL12 PARALLEL JAW CLIP * * * CS 10
VS CPARAL6 PARALLEL JAW CLIP * * * CS 10
VS HCDSOFT8 EDSLAB HANDLELESS CLAMP * * * CS 10
VS HCSOFT10 EDSLAB HANDLELESS CLAMP * * * CS 10
VS DSAFE33 ▇▇▇▇▇▇▇ DOUBLE SOFTJAW * * * CS 10
VS DSAFE61 ▇▇▇▇▇▇▇ DOUBLE SAFEJAW * * * CS 10
VS DSAFE86 ▇▇▇▇▇▇▇ DOUBLE SAFEJAW * * * CS 10
VS SAFE33 ▇▇▇▇▇▇▇ SAFEJAW * * * CS 10
VS SAFE61 ▇▇▇▇▇▇▇ SAFEJAW * * * CS 10
VS SAFE86 ▇▇▇▇▇▇▇ SAFEJAW * * * CS 10
VS SAFEHY61 ▇▇▇▇▇▇▇ SAFEJAW-HYDRAJAW * * * CS 10
VS CSOFT12 ▇▇▇▇▇▇▇ SOFTJAW CLIP * * * CS 10
VS CSOFT6 ▇▇▇▇▇▇▇ SOFTJAW CLIP * * * CS 10
VS CSAFE12 ▇▇▇▇▇▇▇ SOFTJAW CLIP * * * CS 10
VS CV3200 2F EMBOLECTOMY CATH/ACCESS SET * * * EA 1
VS Division Total Models 137
48 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
EXHIBIT A - Products
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BPS PERFUSION SERVICES ALL PERFUSION AND RELATED SERVICES * * * N/A N/A
OFFERED BY ▇▇▇▇▇▇ PERFUSION
SERVICES AS OF SEPTEMBER 30, 1996
CVG Total Models 1,326
49 OF 49
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
Schedule 1 to Exhibit A
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN C0006A1D CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C0006K2C CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C0006Z2D CUSTOM DESIGNED PERFUSION KITS * * * CS 15
BEN C0008Q3T CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C0225A1F CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C03B0UIN CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C0380U2L CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C0380YIC CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C052012J CUSTOM DESIGNED PEPFUSION KITS * * * EA 1
BEN C0520Z6A CUSTOM DESIGNED PERFUSION KITS * * * CS 25
BEN C0580K31 CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C0580K61 CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C0580M3M CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C0580Y1F CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C0690L4C CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C0750M1W CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C0750M3U CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C0790X3C CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C0810E1J CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C0810F2K CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C0810H2A CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C0810X1M CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C0830G6E CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C0830X2T CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C0900A2B CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C0900A2Z CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C0900K2C CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C0900Z1A CUSTOM DESIGNED PERFUSION KITS * * * CS 10
BEN C0930P2F CUSTOM DESIGNED PERFUSION KITS * * * EA 1
1 OF 10
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
Schedule 1 to Exhibit A
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN C0930X3G CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C095OY1A CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C0950Z1Y CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C1010X1B CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C1090L2X CUSTOM DESIGNED PERFUSION KITS * * * EA I
BEN C1110W1D CUSTOM DESIGNED PERFUSION KITS * * * EA I
BEN C1620X7F CUSTOM DESIGNED PERFUSION KITS * * * EA I
BEN C1850H1A CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C1860W1S CUSTOM DESIGNED PERFUSION KITS * * * CS 24
BEN C1860Z3D CUSTOM DESIGNED PERFUSION KITS * * * CS 5
BEN C1860ZSC CUSTOM DESIGNED PERFUSION KITS * * * CS 12
BEN C2130M1E CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C2130P1B CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C2130S1A CUSTOM DESIGNED PERFUSION KITS * * * CS 10
BEN C2130X1G CUSTOM DESIGNED PERFUSION KITS * * * EA I
BEN C2170F1A CUSTOM DESIGNED PERFUSION KITS * * * EA I
BEN C2170G1D CUSTOM DESIGNED PERFUSION KITS * * * CS 24
BEN C2170G2A CUSTOM DESIGNED PERFUSION KITS * * * CS 24
BEN C2170H1A CUSTOM DESIGNED PERFUSION KITS * * * CS 2
SEN C2170JIA CUSTOM DESIGNED PERFUSION KITS * * * CS 50
BEN C2170K2D CUSTOM DESIGNED PERFUSION KITS * * * CS 6
BEN C2170K4A CUSTOM DESIGNED PERFUSION KITS * * * CS 6
BEN C2170N1P CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C2170N2N CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C2170N3H CUSTOM DESIGNED PERFUSION KITS * * * CS 6
BEN C2170N6D CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C2I70N9C CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C2170PIM CUSTOM DESIGNED PERFUSION KITS * * * CS 6
BEN C2170P3C CUSTOM DESIGNED PERFUSION KITS * * * CS 2
2 OF 10
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
Schedule 1 to Exhibit A
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN C2170P7B CUSTOM DESIGNED PERFUSION KITS * * * CS 6
BEN C2170Z2B CUSTOM DESIGNED PERFUSION KITS * * * CS 24
BEN C2410D2B CUSTOM DESIGNED PERFUSION KITS * * * CS 6
BEN C2410K4F CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C2410KSB CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C2410WIC CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C241OX2Z CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C2410X3A CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C2410X4A CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C2560Y2E CUSTOM DESIGNED PERFUSION KITS * * * CS 5
BEN C2570M2U CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C2570X4E CUSTOM DESIOWED PERFUSION KITS * * * EA 1
BEN C2640K4L CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C2640Z6A CUSTOM DESIGNED PERFUSION KITS * * * CS 10
BEN C2660K1D CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C2820Z3A CUSTOM DESIGNED PERFUSION KITS * * * CS 20
BEN C2900A1D CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C2960Z1A CUSTOM DESIGNED PERFUSION KITS * * * CS 15
BEN C2960Z2A CUSTOM DESIGNED PERFUSION KITS * * * CS 15
BEN C3010A1F CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C3010X3E CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C3010Z1A CUSTOM DESIGNED PERFUSION KITS * * * CS 5
BEN C3030X2J CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C3080A4E CUSTOM DESIGNED PERFUSION KITS * * * EA I
BEN C3080E3E CUSTOM DESIGNED PERFUSION KITS * * * EA I
BEN C308OF6D CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C3080K2B CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C3470A1E CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C3470F1B CUSTOM DESIGNED PERFUSION KITS * * * EA 1
3 OF 10
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
Schedule 1 to Exhibit A
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN C3470F2B CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C3650A1C CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C3790P1T CUSTOM DESIGWED PERFUSION KITS * * * CS 2
BEN C3790T2J CUSTOM DESIGNED PERFUSION KITS * * * CS 6
BEN C3820C41 CUSTOM DESIGNED PERFUSION KIMS * * * CS 4
BEN C3820P10 CUSTOM DESIGNED PERFUSION KRTS * * * CS 5
BEN C3820T2F CUSTOM DESIGNED PERFUSION KITS * * * CS 3
BEN C3820X1C CUSTOM DESIGNED PERFUSION KITS * * * EA I
BEN C4020Z2R CUSTOM DESIGNED PERFUSION KITS * * * EA I
BEN C4030A1B CUSTOM DESIGWED PERFUSION KITS * * * EA 1
BEN C4040Q4H CUSTOM DESIGNED PERFUSION KITS * * * EA I
BEN C4040Q5J CUSTOM DESIGNED PERFUSION KITS * * * EA I
BEN C4040Y1F CUSTOM DESIGNED PERFUSION KM * * * CS 5
BEN C4310X1D CUSTOM DESIGNED PEKFUSION KITS * * * EA 1
BEN C4380K1B CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C4380T1B CUSTOM DESIGNED PEILFUSION KITS * * * EA 1
BEN C4400X6E CUSTOM DESIGNED PFIVUSION KITS * * * EA 1
BEN C4400X7E CUSTOM DESIGNED PEIVUSION KITS * * * EA 1
BEN C4420X4H CUSTOM DESIGNED PERFUSION KLTS * * * EA 1
BEN C4420Y2C CUSTOM DESIGNED PEIVUSION KM * * * CS 4
BEN C4470H2B CUSTOM DESIGNED PEIVUSION KM * * * CS 4
BEN C4470X4O CUSTOM DESIGNED PEPFUSION XITS * * * EA 1
BEN C4470X5D CUSTOM DESIGNED POLRUSION KJTS * * * EA 1
BEN C4470X8B CUSTOM DESIGNED PERFUSION XRTS * * * EA 1
BEN C4470Z5D CUSTOM DESMED PERFUSION KITS * * * CS 2
BEN C4470Z6B CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C4560X4J CUSTOM DESIGNED PERFUSION KM * * * EA 1
BEN C4580M2R CUSTOM DESIGNED PEKFUSION KM * * * EA 1
BEN C4580M3T CUSTOM DESIGNED PERYUSION WS * * * EA 1
4 OF 10
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
Schedule 1 to Exhibit A
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN C4580Z6J CUSTOM DESIGNED PEIVUSION XM * * * EA 1
BEN C4SA0Z7G CUSTOM DESIGNED PEKFUSION KITS * * * EA 1
BEN C4580Z8G CUSTOM DESIGNED PERFUSION KRM * * * EA 1
BEN C4690K1D CUSTOM DESIGNED PERFUSION XRM * * * EA 1
BEN C4690X2G CUSTOM DESIGNED PEIVUSION KM * * * EA 1
BEN C4830H1B CUSTOM DESIGNED PEIVUSION KJTS * * * EA 1
BEN C50807A CUSTOM DESIGNED PEIVUSION KRM * * * CS 5
BEN C5460X2B CUSTOM DESIGNED PERFUSION KRRS * * * EA 1
BEN C5500X5G CUSTOM DESIGNED PERFUSION KRM * * * EA 1
BEN C6030P2F CUSTOM DMGNED PEIVUSION KITS * * * EA 1
BEN C6030P4B CUSTOM DESIGNED PERFUSION KJTS * * * EA 1
BEN C6430X3B CUSTOM DESIGNED PEPLFUSION KITS * * * EA 1
BEN C6500K5B CUSTOM DESIGNED PERFUSION KM * * * CS 2
BEN C650OX4A CUSTOM DESIGNM PERFUSION KITS * * * CS 4
BEN C6500Y1C CUSTOM DESIGNED PERFUSION XFFS * * * CS 6
BEN C6700F1S CUSTOM DESIGNED PEKFUSION XRRS * * * CS 2
BEN C6700X2D CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C6700X3F CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C6916A2C CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C6916A4K CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C6916C1D CUSTOM DESIGNED PERFUSION KITS * * * CS 5
BEN C6916G6F CUSTOM DESIGNED PERFUSION KITS * * * CS 24
BEN C6916G7B CUSTOM DESIGNED PERFUSION KITS * * * CS 24
BEN C6916J7E CUSTOM DESIGNED PERFUSION KITS * * * CS 5
BEN C6916K6F CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C6916K8C CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C6916S1A CUSTOM DESIGNED PERFUSION KITS * * * CS 5
BEN C6916T4C CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C6916T5F CUSTOM DESIGNED PERFUSION KITS * * * CS 6
5 OF 10
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
Schedule 1 to Exhibit A
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN C6916T6H CUSTOM DESIGNED PERFUSION KITS * * * CS 6
BEN C6916V5A CUSTOM DESIGNED PERFUSION KITS * * * CS 20
BEN C6916V6A CUSTOM DESIGNED PERFUSION KITS * * * CS 24
BEN C6916X3G CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C6916X5F CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C6916X6C CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C6916Y2B CUSTOM DESIGNED PERFUSION KITS * * * CS 3
BEN C7004X11 CUSTOM DESIGNED PEIVUSION KITS * * * EA 1
BEN C7006N10 CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C7006P3G CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9044Y1A CUSTOM DESIGNED PEIVUSION KITS * * * CS 12
BEN C9046X1H CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9D96X2C CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9130A4H CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9130X3B CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9130Z3B CUSTOM DESIGNED PERFUSION KITS * * * CS 6
BEN C9132Q11 CUSTOM DESIGNED PEPFUSION KITS * * * EA 1
BEN C9138X3G CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9166M1P CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C9166M6D CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9166X4C CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9198M11 CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9204X3E CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9204X4H CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9207A1B CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C9207E1B CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C9207K11 CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C920711A CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C9208P7H CUSTOM DESIGNED PERFUSION KITS * * * EA
6 OF 10
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
Schedule 1 to Exhibit A
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN C9214K4C CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C9214X3H CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9214X4D CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9214Y2B CUSTOM DESIGNED PERFUSION KITS * * * CS 6
BEN C9235C4K CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C9235P5B CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C9235V1D CUSTOM DESIGWED PERFUSION KITS * * * CS 24
BEN C9235Z4C CUSTOM DESIGNED PEIVUSION KITS * * * CS 6
BEN C9245A1U CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C9262A1N CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9276T3K CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C9318A2D CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9318C1C CUSTOM DESIGNED PERFBSION KITS * * * CS 2
BEN C93I8W31 CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9336A1K CUSTOM DESIGNED PERFUSION KITS * * * CS 3
BEN C9358X2B CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9369H1A CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C9369H2B CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C9404G1A CUSTOM DESIGWED PERFUSION KITS * * * CS 2
BEN C9420L3O CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9420X2D CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9433Y1C CUSTOM DESIGNED PERFUSION KITS * * * CS 6
BEN C9444X1B CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9475Q1Z CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9525K11 CUSTOM DESIGNED PERFUSION KRRS * * * CS 2
BEN C9525X1M CUSTOM DESIGNED PERFUSION KRRS * * * EA I
BEN C9529CIC CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C9529T3C CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C9529X7C CUSTOM DESIGNED PERFUSION KITS * * * EA 1
7 OF 10
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
Schedule 1 to Exhibit A
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN C9533X1H CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9536K1H CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C9536X1L CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9536X2G CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9536Z5A CUSTOM DESIGNED PERFUSION KITS * * * CS 10
BEN C9541C5A CUSTOM DESIGNED PERFUSION KITS * * * CS 10
BEN C9541E2F CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9541K2G CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C9541K6C CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C9541K7A CUSTOM DESIGNED PERFUSION KITS * * * CS 10
BEN C9541K8A CUSTOM DESIGNED PERFUSION KITS * * * CS 10
BEN C9541P3B CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9541X6C CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9541X9F CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9541Y1F CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C9541Z5A CUSTOM DESIGNED PERFUSION KITS * * * CS 12
JEW C9573A1F CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C9582H1E CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9587A1L CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C9597D1D CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C9597X2U CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9603X4I CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9626A1E CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C9626H1K CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C9626Y1H CUSTOM DESIGNED PERFUSION KITS * * * CS 12
BEN C9663C1A CUSTOM DESIGNED PERFUSION KIT * * * CS 2
BEN C9663K1B CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C9663M3E CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9671A1A CUSTOM DESIGNED PERFUSION KITS * * * EA 1
8 OF 10
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
Schedule 1 to Exhibit A
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN C9671L2H CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9685X2G CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9704X2J CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9783P1L CUSTOM DESIGNED PERFUSION KITS * * * CS 5
BEN C9783T2D CUSTOM DESIGNED PERFUSION KITS * * * CS 5
BEN C9799K2B CUSTOM DESIGNED PERFUSION KITS * * * CS 6
BEN C9799N3C CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9799N4C CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9799P2D CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9799Z4A CUSTOM DESIGNED PERFUSION KITS * * * CS 6
BEN C9807K1B CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C9807X3E CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9810X8P CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9819Q1X CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9821A1A CUSTOM DESIGNED PERFUSION KITS * * * CS 5
BEN C9821K1B CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C9821T1B CUSTOM DESIGNED PERFUSION KITS * * * CS 3
BEN C9821X2B CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9827R2M CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9850M1F CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9850X1H CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9851Y1D CUSTOM DESIGNED PERFUSION KITS * * * CS 5
BEN C9854A1G CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9854E1J CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9854F2G CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9854Z2B CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9854Z3B CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9862X2G CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9867M1K CUSTOM DESIGNED PERFUSION KITS * * * EA 1
9 OF 10
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
Schedule 1 to Exhibit A
13-Aug-96
===============================================================================================
DIV MODEL SIZE DESCRIPTION PRICE/UOM UOM QPC
===============================================================================================
BEN C9867M2J CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9889K2E CUSTOM DESIGNED PERFUSION KITS * * * CS 1
BEN C9908X1O CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9923G3D CUSTOM DESIGNED PERFUSION KITS * * * CS 10
BEN C9923H1C CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C9927A1F CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9927K1E CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C9927X1D CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9927X3F CUSTOM DESIGNED PERFUSION KITS * * * EA 1
BEN C9927Y1B CUSTOM DESIGNED PERFUSION KITS * * * CS 4
BEN C9934A1A CUSTOM DESIGNED PERFUSION KITS * * * CS 2
BEN C9934X1C CUSTOM DESIGNED PERFUSION KITS * * * EA 1
273 TOTAL MODELS
10 OF 10
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SERVICES AND DISTRIBUTION AGREEMENT
EXHIBIT B
Allegiance's Duties
-------------------
1. General Duties.
1.1 Corporate Agreement Bonus Program. Allegiance shall participate in
---------------------------------
the corporate agreement bonus program for the Products as follows:
1.1.1 Existing Agreements.
-------------------
1.1.1.1 The "Existing Corporate Agreements" shall mean ▇▇▇▇▇▇'▇
agreements with stand-alone hospitals and regional and national health
systems with effective dates prior to September 30, 1996 which provide for
annual bonus or discount payments based, inter alia, upon the quantity of
----------
▇▇▇▇▇▇-manufactured products purchased by the customer.
1.1.1.2 Allegiance will accept assignment of the Existing
Corporate Agreements and will administer the Existing Corporate Agreements
on behalf of itself and ▇▇▇▇▇▇.
1.1.1.3 Allegiance shall honor and administer each Existing
Corporate Agreement through its expiration or earlier termination pursuant
to its terms.
1.1.1.4 The corporate agreement bonus funding process will be
the same as prior to October 1, 1996, i.e., the corporate agreement bonuses
----
will be funded by ▇▇▇▇▇▇ and Allegiance, the allocation will be made based
on the estimated total year-end payout and actual May year-to-date sales
and gross profit recognized from the applicable customers, the bonus
allocation will be invoiced by Allegiance to ▇▇▇▇▇▇ on a monthly basis
(terms of payment will be net 30 days), and on or before May 31 of each
year, any over-accrual or under-accrual will be allocated to Allegiance or
▇▇▇▇▇▇ based upon the foregoing allocation for the applicable year.
1.1.1.5 Allegiance shall prepare and present the corporate
agreement bonus payments to the customers and ▇▇▇▇▇▇ has the right to have
▇▇▇▇▇▇
B-1
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
representatives present.
1.1.2 Future Agreements. For any corporate bonus agreements
-----------------
entered into on or after the Effective Date with stand-alone hospitals and
regional and national health systems, Allegiance shall meet with each ▇▇▇▇▇▇
business unit to determine whether such ▇▇▇▇▇▇ business unit desires to
participate in any such agreements.
1.2 Sales Support. Allegiance shall use commercially reasonable efforts
-------------
to support sales of the Products and Perfusion Services in accordance with the
following and such efforts are in lieu of any standard of performance implied by
Section 2-306(2) of the U.C.C.:
1.2.1 Allegiance field service representatives (customer service
representatives in the field) shall direct customer inquiries regarding the
Products and Perfusion Services to ▇▇▇▇▇▇'▇ customer service support
organization for resolution (the parties agree that field service
representatives will be resident in each region as of the Effective Date).
1.2.2 Allegiance account managers shall: (a) provide ▇▇▇▇▇▇ with
access to the customer decision-makers; (b) generate sales interest in the
Products and Perfusion Services; (c) actively support the joint customer
satisfaction strategy between Allegiance and ▇▇▇▇▇▇; and (d) work with ▇▇▇▇▇▇
(in a manner similar to that prior to the Effective Date) relative to account
segmentation rating of ▇▇▇▇▇▇ customers.
1.2.3 Allegiance shall participate with ▇▇▇▇▇▇ in a semi-annual
review of regional account segmentation, performance to critical business
indicators, and regional sales to be conducted with ▇▇▇▇▇▇'▇ leaders of the
respective sales organizations and the Allegiance region president and the
Allegiance region president's steering team.
1.2.4 Allegiance's sales generalist sales force shall continue to
promote sales of the Products and Perfusion Services in the same manner as prior
to the Effective Date.
1.2.5 Upon termination or expiration of any pre-existing customer
contract with a third-party supplier for products that compete with any Product
or Products, Allegiance shall cause such customer contracts to encourage and
facilitate use of the Products (rather than any product competing with any
Product or Products) through appropriate means, including, but not limited to,
the Allegiance customer contract provisions and/or sales representative
incentives.
B-2
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
1.2.6 Allegiance shall use commercially reasonable efforts to
encourage its customers to convert BCS Kit components manufactured by third
parties to ▇▇▇▇▇▇-manufactured components.
1.3 Marketing Support. Allegiance shall use commercially reasonable
-----------------
efforts to support marketing of the Products and Perfusion Services in
accordance with the following and such efforts are in lieu of any standard of
performance implied by Section 2-306(2) of the Uniform Commercial Code:
1.3.1 Allegiance shall provide marketing services (other than
product management services which will be provided by ▇▇▇▇▇▇) to Surgery
Centers.
1.3.2 Allegiance shall maintain its own communications resources
and shall coordinate the communications messages with ▇▇▇▇▇▇ when appropriate.
1.3.3 Allegiance shall attempt whenever possible to share with
▇▇▇▇▇▇ expenses for convention fees, industry organizations, and industry
databases when and where appropriate.
1.3.4 Prior to publication, Allegiance shall submit to ▇▇▇▇▇▇ for
▇▇▇▇▇▇'▇ approval all Allegiance promotional/communication endeavors
specifically referencing the Products, Perfusion Services or any ▇▇▇▇▇▇
services.
1.3.5 As part of a general promotion, Allegiance shall represent
the Products and Perfusion Services fully and prominently in Allegiance's
product and service literature or any other media, including field sales support
tools, except for non-Cost Management accounts, such promotions shall be
provided by Allegiance at a similar level as provided prior to the Effective
Date.
1.3.6 Allegiance shall include ▇▇▇▇▇▇ sales volume by Product
category on Allegiance's sales reports in a similar format as provided by
Allegiance prior to the Effective Date.
1.3.7 For a fee to be agreed upon from time to time, Allegiance
shall provide literature distribution services to ▇▇▇▇▇▇.
1.4 Materials Management. Allegiance and ▇▇▇▇▇▇ shall use commercially
--------------------
reasonable efforts to make the supply chain as efficient as possible. Future
opportunities to improve efficiency could include, but are not limited to, EDI,
bar coding, custom palletization, network channels and the use of returnable
totes. Both parties agree to work in good faith to
B-3
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
achieve this goal.
1.4.1 Finished Goods Requirements Planning.
------------------------------------
1.4.1.1 Allegiance will adhere to stocking, storage and delivery
levels established by ▇▇▇▇▇▇ for all Products.
1.4.1.2 Allegiance will assist ▇▇▇▇▇▇ in moving inventory
between Allegiance-owned replenishment centers and all distribution centers
for purposes of re-balancing excess stocks and/or managing back orders.
1.4.1.3 Allegiance will not be required to carry more than 1995
average Days Inventory On Hand.
1.4.2 Tracing Reports.
---------------
1.4.2.1 Allegiance will electronically provide a daily sales
tracing report to ▇▇▇▇▇▇. With respect to Products, this tracing report
will show for all Products sold to customers, including Products sold as
components of PBDS Kits, at a minimum (a) the product model, (b) quantity
shipped, (c) lot number in accordance with Section 1.5.6 of Exhibit B, (d)
oxygenator serial number, only when required, (e) customer name and
address, (f) the Allegiance customer number, and (g) any Products shipped
to customers directly by ▇▇▇▇▇▇ on behalf of Allegiance (drop/ship).
1.4.2.2 Within 5 days of the end of each month, Allegiance shall
transmit to ▇▇▇▇▇▇ trace sales information for BCS Kit components.
1.5 Distribution.
------------
1.5.1 Shipment From Plants to Replenishment Centers. Allegiance
---------------------------------------------
will be responsible for assisting ▇▇▇▇▇▇ in the resolution of all freight claims
for Products manufactured at any Allegiance manufacturing facility.
1.5.2 Receiving (Notification and Planning).
-------------------------------------
1.5.2.1 Product will be system received within one and one-half
business days of arrival at an Allegiance distribution center or an
Allegiance replenishment center.
B-4
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
1.5.2.2 Allegiance will work in coordination with ▇▇▇▇▇▇ to
schedule receiving appointments for Products coming from Plants and
Replenishment Centers.
1.5.2.3 Allegiance will receive products at distribution
centers using ▇▇▇▇▇▇'▇ and Allegiance's computer systems or an Allegiance
warehouse management system that will upload to such computer system.
1.5.3 Warehouse Management.
--------------------
1.5.3.1 Allegiance will be responsible for the management of all
Allegiance facilities.
1.5.3.2 Allegiance will measure and report to ▇▇▇▇▇▇ on a
monthly basis Product damage or loss that occurs subsequent to arrival at
Allegiance distribution centers and prior to shipment to customers. If any
Products purchased by Allegiance under the Distributor Model or Kit Model
are damaged, lost or stolen while in an Allegiance replenishment center or
distribution center, (1) ▇▇▇▇▇▇ will issue a credit memo to Allegiance for
such damaged, lost or stolen Products at ▇▇▇▇▇▇'▇ applicable Distributor
List Price, and (2) ▇▇▇▇▇▇ will invoice Allegiance monthly for such
damaged, lost or stolen Products (but not carton failure) at its applicable
standard cost as stated in ▇▇▇▇▇▇'▇ inventory valuation reports.
1.5.3.3 Allegiance shall have the right to any amounts recovered
with respect to freight claims for Products shipped from Allegiance
facilities to customers under the Distributor Model.
1.5.3.4 Should ▇▇▇▇▇▇ redefine storage requirements, Allegiance
and ▇▇▇▇▇▇ will mutually agree upon a new fee for service rate.
1.5.3.5 Except as otherwise agreed to, Allegiance will adhere to
existing storage, shipping and receiving practices, including practices
regarding time-sensitive Products.
1.5.3.6 Both parties agree that the echeloning of products based
on line item usage generally makes sense. Assuming there are no significant
customer contractual issues or financial impacts to ▇▇▇▇▇▇, ▇▇▇▇▇▇ agrees
to the parameters set forth by the rationalized supply chain. If after the
appropriate review there are significant customer contractual issues or
financial impacts to ▇▇▇▇▇▇, 1995 will be used as the baseline for where
B-5
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
products are stocked and the number of low velocity SKU's will not exceed
1995 levels.
1.5.3.7 Allegiance will measure and report to ▇▇▇▇▇▇ on a
monthly basis Product damage that occurs prior to arrival at Allegiance
distribution centers or its replenishment centers.
1.5.4 Pipeline Visibility. Visibility to actual inventory levels
-------------------
for all segments of the Allegiance pipeline necessary to support ▇▇▇▇▇▇
production planning will be provided through Allegiance systems as provided
prior to the Effective Date.
1.5.5 Order Fulfillment. When customer orders are released
-----------------
through ▇▇▇▇▇▇'▇ or Allegiance's computer systems, Allegiance personnel will
pick, pack, load and stage the customer order for delivery within the Allegiance
distribution center.
1.5.6 Outbound Shipment.
-----------------
1.5.6.1 Allegiance personnel shall be responsible for the
selection and routing, private fleet or commercial carrier, of the ▇▇▇▇▇▇
customer order.
1.5.6.2 Allegiance shall continue to provide the following
services for all outbound shipments (i.e., shipments to customers), to the
extent that such services were normally being provided by ▇▇▇▇▇▇ prior to
the Effective Date: (a) freight payment; (b) audit of freight payments,
(c) transportation cost reporting, and (d) logistics analysis/distribution
technology to include network planning and replenishment center sourcing.
Allegiance's compensation for such services is included in the amounts
provided in Section 7.2. For an additional fee to be agreed upon,
Allegiance may agree to provide to ▇▇▇▇▇▇ additional outbound freight
services beyond the scope of the services normally being furnished by
▇▇▇▇▇▇ prior to the Effective Date.
1.5.6.3 Allegiance shipments will be based on ▇▇▇▇ of lading
(BOL) instructions. If no specific instruction appears in BOL, shipments
will occur on the next scheduled delivery or within a maximum of two
business days (if no scheduled delivery).
1.5.6.4 Whenever Allegiance is responsible for shipping the
Products to the customer, Allegiance will be responsible for filing freight
claims with commercial
B-6
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
carriers/private fleet and will be responsible for resolving product
shortages and overages, including proof of delivery.
1.5.6.5 Allegiance will verify shipments of Products to
customers by private fleet or commercial carriers within one business day.
1.5.7 Lot Tracking. Allegiance shall provide lot tracking
------------
capabilities, if any, as provided by Allegiance for the Products prior to the
Effective Date. As the Witron system lot tracking capabilities become available
at each Allegiance distribution center or replenishment center, Allegiance shall
make such capabilities available to ▇▇▇▇▇▇ under the existing fee structure.
1.5.8 Returned Goods Management.
-------------------------
1.5.8.1 Allegiance shall pick up, process and dispose of
returned Products at ▇▇▇▇▇▇'▇ request. Allegiance will be compensated by
▇▇▇▇▇▇ for the actual out-of-pocket cost of such returned Product disposal
services.
1.5.8.2 Allegiance will continue practices existing immediately
prior to the Effective Date regarding returned goods processing, including
unloading, segregation, inspection, product disposition (restocking,
disposal, or transport for restocking), documentation, and forwarding
paperwork for ▇▇▇▇▇▇ to administer credit to Allegiance.
1.5.8.3 Return goods processing time (receipt date at
distribution center to paperwork receipt at ▇▇▇▇▇▇) will not exceed 30
days.
1.5.8.4 Allegiance shall use commercially reasonable efforts to
dispose of returned Products in a cost-effective manner, subject to
▇▇▇▇▇▇'▇ instructions.
1.6 Product Field Corrective Actions.
--------------------------------
1.6.1 Allegiance shall perform field corrective action ("FCA")
services in a manner consistent with the quality systems, procedures and
specifications as of the Effective Date. Allegiance shall provide the following
FCA services for the fee stated in Section 6.7:
a. FCA notification processing;
b. FCA disposition processing;
c. storage of Products affected by an FCA inside an Allegiance
distribution center for up to
B-7
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
six months from the date of initiation of the FCA;
d. transportation of all Products affected by the FCA to
▇▇▇▇▇▇, freight collect;
e. rework or inspections of Products by Allegiance employees;
f. discard and destruction of Products utilizing nonhazardous
waste disposal methods by Allegiance employees;
g. delivery of recall report information to ▇▇▇▇▇▇;
h. incoming inspection of all ▇▇▇▇▇▇ Products for open FCAs for
twelve months from the date of initiation of the FCA; and
i. third-party invoices for any of the services listed above.
1.6.2 At ▇▇▇▇▇▇'▇ request and with ▇▇▇▇▇▇'▇ approval, Allegiance shall
perform FCA services not included in Section 1.6.1 for additional compensation
to be agreed upon. ▇▇▇▇▇▇ will be invoiced separately for such additional
services pursuant to Section of this Agreement. Examples of additional FCA
services addressed by this Section 1.6.2 include:
a. all third-party invoices related to expenses incurred by
Allegiance that arise out of the need for ▇▇▇▇▇▇ to issue an
FCA for Products;
b. computer system upgrades requested by ▇▇▇▇▇▇ or ▇▇▇▇▇▇ for
Allegiance FCA systems;
c. storage of Products affected by an FCA for periods longer
than six months or storage of such Products in rented
trailers; and
d. incoming inspection of all Products for open FCAs for
periods longer than 12 months from the date of initiation of
the FCA.
1.6.3 For purposes of the subsequent provisions of this Section 1.6,
Allegiance shall use commercially reasonable efforts to accomplish the FCA tasks
identified within the time periods indicated. If extraordinary volume or other
circumstances make such time periods impracticable, ▇▇▇▇▇▇ and Allegiance will
make adjustments by extending time periods, setting priorities or otherwise.
1.6.4 Allegiance shall perform FCA notification to Allegiance's
distribution centers and replenishment center based upon priorities. Priority A
notification requires extraordinary and immediate action. Priority B
notification requires
B-8
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
notification to all Allegiance distribution centers and its replenishment center
within one business day. Priorities will be based on the urgency of the FCA as
determined primarily by ▇▇▇▇▇▇.
1.6.5 For FCAs involving Products sold under the Distributor
Model, Allegiance shall provide customer lists to ▇▇▇▇▇▇ the next business day
for requests received before 1:00 p.m. Central Standard Time.
1.6.6 Allegiance shall perform stock checks based upon priorities.
Priority A requires extraordinary and immediate action. Priority B requires
processing and reporting on the same day. Priority C will be negotiated based
upon needs but generally requires processing and reporting in 2 to 5 business
days. Priorities will be based on the urgency of the FCA as determined
primarily by ▇▇▇▇▇▇.
1.6.7 Initial inventory reports shall be issued in 5 business days
from initial FCA notification to Allegiance's distribution centers or
replenishment center unless otherwise requested.
1.6.8 Subject to local restrictions regarding discard of the
products, routine dispositions (as designated by ▇▇▇▇▇▇) shall be issued to
Allegiance's distribution centers and replenishment center in 5 business days.
Allegiance's distribution centers and replenishment center shall then have 5
business days to process the routine disposition.
1.6.9 Subject to local restrictions regarding discard of the
Products, expedited dispositions (as designated by ▇▇▇▇▇▇) shall be issued to
Allegiance's distribution centers and replenishment center within 1 business
day. Allegiance's distribution centers and replenishment center shall then have
five business days to process the expedited disposition.
1.6.10 Subject to local restrictions regarding discard of the
Products, extraordinary dispositions (as designated by ▇▇▇▇▇▇) shall be issued
within 1 business day. Allegiance's distribution centers and replenishment
center shall then have one business day to process the extraordinary
disposition.
1.6.11 Reconciled disposition reports for quantity variance shall be
negotiated between Allegiance and ▇▇▇▇▇▇ at the time of disposition.
1.6.12 The necessity for and content of sampling plans
B-9
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SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
and protocols shall be negotiated at the time of the FCA.
1.6.13 Allegiance shall cooperate with ▇▇▇▇▇▇ in performing any FCA
by identifying affected Products and customers, developing an action-specific
management plan detailing specific responsibilities, and notifying customers of
any such action. Allegiance shall encourage customers to follow instructions
related to any hold or recall situation.
1.7 Special Allegiance Inbound Freight Services. Allegiance shall continue
-------------------------------------------
to provide the following services for all inbound freight shipments (i.e.,
shipments of Products from manufacturing plants to replenishment centers or
distribution centers or from replenishment centers to distribution centers) to
the extent that such services were normally being provided by ▇▇▇▇▇▇'▇ US
Distribution business to ▇▇▇▇▇▇ prior to the Effective Date: (a) freight
payment; (b) audit of freight payments, (c) transportation cost reporting, and
(d) logistics analysis/distribution technology to include network planning and
replenishment center sourcing. Allegiance's compensation for such services will
be determined in accordance with the methodology used by ▇▇▇▇▇▇ prior to the
Effective Date. For an additional fee to be agreed upon, Allegiance may agree to
provide to ▇▇▇▇▇▇ additional inbound freight services beyond the scope of the
services normally being furnished by ▇▇▇▇▇▇ prior to the Effective Date.
2. Distributor Model.
2.1 Receipt of Products. Allegiance system receives the Products into its
-------------------
computer system.
2.2 Customer Service. Allegiance shall provide customer service support
----------------
and order entry as follows for all Products and Perfusion Services sold under
the Distributor Model:
2.2.1 Product/Service Specifications - Allegiance shall forward to
------------------------------
▇▇▇▇▇▇ any requests for Product information not available on Allegiance systems.
2.2.2 Pricing/Contracting Information - Allegiance shall develop
-------------------------------
and maintain contract information for all contracts, and such information shall
be accessible to Allegiance via its computer system.
2.2.3 Product Availability - Allegiance shall provide fill rate
--------------------
and product availability information to all service personnel and regions, and
such information shall reside in Allegiance and ▇▇▇▇▇▇ systems.
B-10
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
2.2.4 Competitive Product Cross-Referencing - Allegiance shall
-------------------------------------
update Product cross-reference information on a consistent time frame and
provide it to the service personnel via Allegiance's system.
2.2.5 Sales Representative Information - Allegiance shall provide
--------------------------------
Allegiance representative identification to the customer. This information will
reside in the customer master file and be updated as needed by the sales
administration group.
2.2.6 New Customer Set-Up - Allegiance customer service
-------------------
representatives will ensure effective and efficient coding of all new customers
into the customer master files.
2.2.7 Order Fulfillment/Sales Process.
-------------------------------
2.2.7.1 Order Placement - Allegiance customer service
---------------
representatives will be the initial access point for customer into
Allegiance and will handle inquiries and order placement efficiently and
effectively. The order entry activity will function on the Allegiance's
computer system (except for hardware ordered through sales support groups).
2.2.7.2 Order Tracking - Allegiance shall maintain the ability
--------------
to identify to customers the location of Products in the order process.
2.2.7.3 Special Request Processing - Allegiance customer service
--------------------------
representatives will process special handling requests by customer such as
drop shipping, alternate shipping, special handling, lot holding, etc., and
will work within contract guidelines and procedural boundaries to service
the customer.
2.2.7.4 Invoicing - Allegiance will perform billing for the
---------
Products and Perfusion Services where required via appropriate computer
system.
2.2.7.5 Customer Satisfaction - Allegiance service personnel are
---------------------
accountable for the customer's satisfaction regarding the service provided.
Allegiance will use processes established to survey customer satisfaction
levels and manage improvement plans.
2.2.8 Post-Sales Service.
------------------
2.2.8.1 Discounts - Allegiance will pass all appropriate sales
---------
information to ▇▇▇▇▇▇ who will calculate all discounts and incentives for
all customers.
B-11
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SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
2.2.8.2 Credit and Collection - Allegiance shall be responsible
---------------------
for all collection and credit approval processes for all invoices.
Allegiance shall have the sole authority to issue credits. Allegiance
shall inform ▇▇▇▇▇▇ when a customer is placed on credit hold.
2.2.8.3 Credits for Shortages, Damages, Misdeliveries -
---------------------------------------------
Allegiance shall issue credits and resolve customer issues and communicate
with ▇▇▇▇▇▇.
2.2.8.4 Pricing Disputes - Allegiance will handle pricing
----------------
disputes.
2.2.8.5 Back Order Status and Resolution - Allegiance will be
--------------------------------
accountable for managing customer communication of back orders to provide
accurate and timely information on resolution. Appropriate product
substitution information will be communicated to customer. Allegiance will
transmit back order details the same as they were transmitted immediately
prior to the Effective Date.
2.2.8.6 Product Complaint - Initial customer complaints will be
-----------------
logged by Allegiance customer service and forwarded to the Vice President
of Regulatory Affairs (or such person's designee) of ▇▇▇▇▇▇ (CVG) at a
frequency to be agreed upon by the parties. Such complaints may be
escalated for resolution per FDA procedures.
2.2.8.7 Technical Support - Basic technical support information
-----------------
as resident on ▇▇▇▇▇▇'▇ computer system will be provided to Allegiance.
Additional information including technical letters and clinical information
will be provided by the ▇▇▇▇▇▇ Product Information Center.
2.3 Pricing/Billing.
---------------
2.3.1 Allegiance will negotiate the delivered price for the
Products and Perfusion Services sold through the Distributor Model and Kit
Model.
2.3.2 Allegiance will quote the Allegiance price to the customer
in response to market conditions but may quote as its price the Suggested Sales
Price, plus any markup or less any markdown it feels is appropriate including
any markup for added services.
2.3.3 Each customer will sign a bid or contract with Allegiance
and an addendum or new contract with ▇▇▇▇▇▇ that states that such customer has
reached agreement with Allegiance
B-12
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
on the final price such customer will pay. The customer must comply with
purchase requirements of the bilateral contract with ▇▇▇▇▇▇ and the bilateral
contract shall continue to constitute a binding commitment of the customer to
▇▇▇▇▇▇. Shortfall charges and cancellation fees, if any, under such bilateral
contract will be calculated using the Sales Price and will be administered by
▇▇▇▇▇▇. If shipment to a customer occurs prior to execution of a bilateral
contract, Allegiance will be charged the List Price for the Products shipped
less the applicable percentage specified in Section 6.2.
2.3.4 Allegiance shall process all billing to the customer on its
computer system.
B-13
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
SERVICES AND DISTRIBUTION AGREEMENT
EXHIBIT C
▇▇▇▇▇▇'▇ Duties
---------------
1. General Duties.
1.1 Corporate Agreement Bonus Program. ▇▇▇▇▇▇ shall participate in the
---------------------------------
corporate agreement bonus program as follows:
1.1.1 ▇▇▇▇▇▇ shall assign the Existing Corporate Agreements to
Allegiance.
1.1.2 ▇▇▇▇▇▇ shall provide to Allegiance comparable sales and
gross profit data as it provided prior to October 1, 1996, for each applicable
customer.
1.1.3 ▇▇▇▇▇▇ shall pay to Allegiance ▇▇▇▇▇▇'▇ share of operations
and systems expenses required to support the administration of the Existing
Corporate Agreements and bonus plan based upon ▇▇▇▇▇▇'▇ share of the corporate
agreement bonus as a percentage of the total corporate agreement bonus.
1.1.4 ▇▇▇▇▇▇ may have a representative(s) present when Allegiance
presents each bonus check to each customer.
1.2 Sales.
-----
1.2.1 ▇▇▇▇▇▇ shall participate with Allegiance in a semi-annual
review of regional account segmentation, performance to critical business
indicators, and regional sales to be conducted with ▇▇▇▇▇▇'▇ leader of the
respective sales organizations and the Allegiance region president and the
Allegiance region president's steering team.
1.3 Marketing. ▇▇▇▇▇▇ shall market the Products and Perfusion Services in
---------
accordance with the following:
1.3.1 ▇▇▇▇▇▇'▇ marketing organizations shall remain substantially
as they were prior to the Effective Date promoting the Products and Perfusion
Services.
1.3.2 ▇▇▇▇▇▇ shall provide product and service development in a
comparable manner as provided by ▇▇▇▇▇▇ prior to the Effective Date.
1.3.3 ▇▇▇▇▇▇ shall maintain its own communications
C-1
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SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
resources and will coordinate communications messages with Allegiance where
appropriate.
1.3.4 ▇▇▇▇▇▇ shall attempt whenever possible to share with
Allegiance expenses for convention fees, industry organizations, and industry
databases where appropriate, and convention assets originally purchased by
▇▇▇▇▇▇ shall remain ▇▇▇▇▇▇'▇.
1.3.5 ▇▇▇▇▇▇ shall maintain a convention and planning
organization.
1.3.6 ▇▇▇▇▇▇ shall provide sales volumes by Product category for
inclusion on Allegiance sales reports as provided by ▇▇▇▇▇▇ prior to the
Effective Date.
1.4 Materials Management. Allegiance and ▇▇▇▇▇▇ shall use commercially
--------------------
reasonable efforts to make the supply chain as efficient as possible. Future
opportunities to improve efficiency could include, but are not limited to, EDI,
bar coding, custom palletization, network channels and the use of returnable
totes. Both parties shall work in good faith to achieve this goal. A
▇▇▇▇▇▇/Allegiance transportation council (the "Transportation Council") will be
formed to provide joint input on management of freight costs and to be the forum
for problem resolution and to establish and review performance standards.
Performance standards will be set annually including, but not limited to,
receiving turn time, picking accuracy, freight claims management, and inventory
accuracy.
1.4.1 Finished Goods Requirements Planning.
------------------------------------
1.4.1.1 ▇▇▇▇▇▇ and Allegiance will establish appropriate
stocking levels for all product codes to meet required customer service
commitments.
1.4.1.2 Allegiance will not be required to carry more than 1995
average Days Inventory On Hand.
1.4.1.3 Both parties agree that the echeloning of products based
on line item usage generally makes sense. Assuming there are no significant
customer contractual issues or financial impacts to ▇▇▇▇▇▇, ▇▇▇▇▇▇ agrees
to the parameters set forth by the rationalized supply chain. If after the
appropriate review there are significant customer contractual issues or
financial impacts to ▇▇▇▇▇▇, 1995 will be used as the baseline for where
products are stocked and the number of low velocity SKU's will not exceed
1995 levels.
C-2
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
1.4.2 Pipeline Visibility. Visibility to actual in transit
-------------------
inventory levels for all segments of the ▇▇▇▇▇▇ pipeline will be provided upon
request by Allegiance.
1.4.3 Shipments from Plants to Replenishment Centers.
----------------------------------------------
1.4.3.1 ▇▇▇▇▇▇ will ship all products to appropriate
replenishment centers as directed by the replenishment center sourcing
model.
1.4.3.2 Product will move on carriers agreed upon by the
Council.
1.4.3.3 ▇▇▇▇▇▇ will be responsible for paying freight charges
for shipments of Products to appropriate ▇▇▇▇▇▇ or Allegiance replenishment
centers.
1.4.3.4 ▇▇▇▇▇▇ will be responsible for filing freight claims
with commercial carriers and will be responsible for resolving product
shortages and overages including proof of delivery.
1.4.3.5 ▇▇▇▇▇▇ will work in coordination with Allegiance to
schedule receiving appointments for Products coming from Plants and
Replenishment Centers.
1.4.4 Shipments from Replenishment Center to Distribution Center.
----------------------------------------------------------
1.4.4.1 ▇▇▇▇▇▇ shall be responsible for the physical
replenishment of ▇▇▇▇▇▇ product from replenishment center to
distribution center, except where specifically ordered by Allegiance,
using the following process: (a) variable review, (b) load build, and
(c) pick, pack, schedule delivery, load and ship.
1.4.4.2 Shipping terms are FOB destination, freight to be paid
by ▇▇▇▇▇▇ at cost.
1.4.4.3 ▇▇▇▇▇▇ will be responsible for filing freight claims
with commercial carriers and will be responsible for resolving product
shortages and overages including proof of delivery.
1.4.5 Packaging Quality and Load Build Configuration. Quality of
----------------------------------------------
packaging and load build configuration will conform to uniform distribution
standards (e.g., palletized, etc.) as agreed by the parties in the Council.
----
C-3
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
1.4.6 Warehouse Management.
--------------------
1.4.6.1 Except as otherwise agreed to, existing storage
requirements will be adhered to by ▇▇▇▇▇▇.
1.4.6.2 Should ▇▇▇▇▇▇ redefine storage requirements, ▇▇▇▇▇▇ and
Allegiance will mutually agree upon a new fee for service rate.
1.5 Product FCAs.
------------
1.5.1 ▇▇▇▇▇▇ shall provide to Allegiance in a format to be agreed
upon by the parties all information reasonably required by Allegiance to perform
Allegiance's duties in connection with Product FCAs. Such information shall
include, without limitation, product identifiers, reason priority, and any
information related to disposition plans.
1.5.2 ▇▇▇▇▇▇ shall have sole authority to initiate any FCA. If
▇▇▇▇▇▇ is required to initiate an FCA for any Product, ▇▇▇▇▇▇'▇ Vice President
of Quality Management (or such person's designee) shall notify Allegiance's Vice
President of Quality Management (or such person's designee).
1.5.3 ▇▇▇▇▇▇ shall cooperate with Allegiance in performing any FCA by
identifying affected Products and customers, developing an action-specific
management plan detailing specific responsibilities, and notifying customers of
any such action. ▇▇▇▇▇▇ and Allegiance shall encourage customers to follow
instructions related to any FCA situation.
1.5.4 ▇▇▇▇▇▇ shall be solely responsible for all communications with
the U.S. Food and Drug Administration in connection with the Products.
1.6 Perfusion Services Sales Information. ▇▇▇▇▇▇ will provide to
------------------------------------
Allegiance quarterly sales information for Perfusion Services.
2. Distributor Model.
2.1 Pricing/Billing.
---------------
2.1.1 If a customer approaches ▇▇▇▇▇▇ rather than Allegiance in
connection with a Distributor Model transaction, ▇▇▇▇▇▇ will advise the customer
that the customer must obtain the delivered price from Allegiance, and ▇▇▇▇▇▇
will advise Allegiance of the Suggested Sales Price. ▇▇▇▇▇▇ may inform the
customer that it will provide a Suggested Sales Price to
C-4
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
Allegiance, and Allegiance could use the Suggested Sales Price as a starting
point. Nevertheless, Allegiance shall have the sole right to set the delivered
price.
2.1.2 New Customer Set-Up - Allegiance and ▇▇▇▇▇▇ customer service
representatives will ensure effective and efficient coding of all new customers
into their respective customer master files.
2.1.3 ▇▇▇▇▇▇ will administer customer contracts on its computer
system including, without limitation, account number set-up, ship-to/sold-to
information, licensing information and ongoing customer contract maintenance.
2.1.4 ▇▇▇▇▇▇ will provide to Allegiance the Suggested Sales Price
related to the Products and Perfusion Services.
2.1.5 ▇▇▇▇▇▇ will use commercially reasonable efforts to provide
Product-related technical support to Allegiance, including the basic technical
information resident on ▇▇▇▇▇▇'▇ computer system, technical letters and clinical
information. ▇▇▇▇▇▇ will respond to Product-related technical questions from
Allegiance's Distributor Model customers.
2.1.6 Dealer Management Group
2.1.6.1 Terms and Fees. For a period not to exceed six months
from the Effective Date, ▇▇▇▇▇▇ may continue to use the Dealer Management
Group (DMG) services. For any and all sales of Products that occur after
the Effective Date through DMG, a service fee of * * * of the net sales of
such Products will apply. Such services fee will be invoiced to ▇▇▇▇▇▇ on
a monthly basis and will be due 30 days from date of invoice. For purposes
of this section, "net sales" shall be defined as gross sales of Products
sold through DMG at dealer price less any applicable rebates, cash
discounts and allowances.
2.1.6.2 Obligations. For any DMG transactions, ▇▇▇▇▇▇ shall
bear final responsibility, accountability and liability for sales, sales
revenue, dealer rebates and account receivables in connection with the
dealer and inventory carrying costs for inventory held by Allegiance.
Carrying costs shall be calculated at * * * per month of the cost of
Products sold at Distributor List Price. DMG transactions shall not be
included in calculating Gross Profit Growth or in calculating any fees or
refunds set forth in Section 6.
C-5
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
2.1.6.3 Transition. Upon transition of DMG transactions to
▇▇▇▇▇▇, DMG shall continue for a period of 90 days from the date of such
transition to provide dealer rebate data to ▇▇▇▇▇▇ and to reconcile the
accrued rebate and actual dealer trace sales as performed prior to the
Effective Date. Upon expiration of such 90 day period, ▇▇▇▇▇▇ shall be
responsible for such reconciliation.
C-6
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
Exhibit D
---------
-------------------------------
1996
Critical Care Post Split
Price*
-------------------------------
Model Name
----------
201708001 - Stopcock-3-Way, Blue Fixed Nut * * *
33-260 - Summit 1dtp Standard Kit * * *
33-600F - Summit Standalone Transducer * * *
33-600I - Summit Standalone Transducer * * *
33-MK9313 - Va-Omaha * * *
33-MK9851 - Northershore Cdp Kit * * *
43-600I - Icp And Iup Kit * * *
▇▇-▇▇▇▇ - ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇", ▇/▇ * * *
50-P112 - Pressure Tubing, 12", M/F * * *
50-P124 - Pressure Tubing, 24", M/F * * *
50-P136 - Pressure Tubing, 36", M/F * * *
50-P148 - Pressure Tube, M/F, 48" * * *
50-P160 - Pressure Tubing, 60", M/F * * *
50-P172 - Pressure Tubing, 72", M/F * * *
50-P184 - Pressure Tubing, 84", M/F * * *
50-P248 - Pressure Tubing, 48", M/M * * *
50-P260 - Pressure Tubing, 60", M/M * * *
50-P272 - Pressure Tubing, 72", M/M * * *
50-P284 - Pressure Tubing, 84", M/M * * *
57-BD240 - Disposable Dome For Trantec * * *
58-K169-06 - Stopcock With 6 Inch Pressure * * *
59-DTH4 - Disposable Holder For Dpt * * *
CC-02-80 - 80 Cm Shield Hemo * * *
CC-55OB-8.5F - Introducer Tray; 8.5f * * *
CC-A301B-8.5F - Intro Kit W/Amc Std * * *
PX200 - Px Vamp Ready Kit * * *
PX600I - Px Standalone Transducer * * *
-------------------------------
*These prices are effective through 12/21/97. Thereafter prices are to be
negotiated annually.
CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH
SECTION 24(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND RULE 24b-2
PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS.
Exhibit D
---------
-------------------------------
1996
Bentley Post Split
Model Name Price*
-----------------------------------------------------------------------------------------------
10510303 - Noz Cov 1/4 Vented Blue * * *
10510311 - Noz Cov 1/4 Vented Green * * *
20079819 - Tubing-Pvc 1/4xl/16 (G) * * *
200870 - Adapter Male-Male Luer * * *
C110B - Connector, Non-Sterile * * *
C120B - Connector, Non-Sterile * * *
C125B - Connector, Non-Sterile * * *
C130B - Connector, Non-Sterile * * *
C130S - Connector, Sterile * * *
C135B - Connector, Non-Sterile * * *
C140B - Connector, Non-Sterile * * *
C140S - Connector, Sterile * * *
C145B - Connector, Non-Sterile * * *
C220B - Connector, Non-Sterile * * *
C230B - Connector, Non-Sterile * * *
C240B - Connector, Non-Sterile * * *
C245B - Connector, Non-Sterile * * *
C320B - Connector, Non-Sterile * * *
C330B - Connector, Non-Sterile * * *
C330S - Connector, Sterile * * *
C335B - Connector, Non-Sterile * * *
C340B - Connector, Non-Sterile * * *
C430B - Connector, Non-sterile * * *
C430S - Connector, Sterile * * *
C435B - Connector, Non-Sterile * * *
C440B - Connector, Non-Sterile * * *
C521B - Disposable Locknuts * * *
C532B - Disopsable Locknuts * * *
C5570Z7B - Custompac, * * *
C9772G2A - Custompac, * * *
CSP20 - Cell Saver Suction Assembly * * *
CSP208 - Assembly, Basic A & A * * *
SDB08 - Tubing, Ster 1/4xl/16x8 * * *
SFB06 - Tubing, Ster 3/8xl/16x6 * * *
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*These prices are effective through 12/21/97. Thereafter prices are to be
negotiated annually.