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EUROPEAN MARKET DEVELOPMENT AGREEMENT

Advertising or Marketing Agreement

EUROPEAN MARKET DEVELOPMENT AGREEMENT | Document Parties: TechniScan, Inc You are currently viewing:
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TechniScan, Inc

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Title: EUROPEAN MARKET DEVELOPMENT AGREEMENT
Date: 10/16/2009

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Exhibit 10.11

EUROPEAN MARKET DEVELOPMENT AGREEMENT

between

Esaote S.p.A., a company organized under the laws of the Republic of Italy and with registered seat in Genova, Italy (hereinafter referred to as “Esaote”)

— of the one party —

and

TechniScan, Inc., a Utah corporation (hereinafter referred to as “TechniScan”)

— of the other party —

     Esaote and TechniScan are hereinafter referred to individually as a “Party” and collectively as the “Parties”

Recitals

WHEREAS, Esaote is a leading player in the market of ultrasound systems and has developed a proprietary technology for such systems;

WHEREAS, Esaote manufactures and sells, inter alia, ultrasound systems for the examination of the breast;

WHEREAS, TechniScan has developed a prototype of a device for the three dimensional imaging of the whole breast using both reflection and transmission ultrasound to create tomographic images of the female breast;

WHEREAS, on 20th November 2007 the Parties executed a term sheet setting forth inter alia, the basic principles of their possible co-operation in the field of ultrasound systems for breast examination (hereinafter referred to as the “Term Sheet”) ;

WHEREAS, TechniScan and Esaote on 11 th February 2008 have consolidated their relationship through (i) the acquisition by Esaote of an equity ownership interest in TechniScan pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement” or the “SPA”), (ii) through the execution of an original equipment manufacturing and engineering support agreement (the “OEM Agreement”) for the development of a regulatory approved and usable three dimensional imaging system of the whole breast using both reflection and transmission ultrasound to create tomographic images of the female breast and (iii) through the execution of an exclusive license and distribution Agreement under which Esaote will distribute the Products (the “Distribution Agreement”) ;

WHEREAS, Esaote and TechniScan have been cooperating effectively to develop the Products and a prototype version of the Product is now installed in Esaote;

 


 

WHEREAS, TechniScan has not obtained the FDA approval on the Product defined as the milestone for the Second Closing (as detailed in the SPA) and has redefined its strategy and planning for FDA approvals;

WHEREAS, TechniScan and Esaote have reached a common understanding in how to redefine the Product strategy and they agree that it is worthwhile to focalize better the European market, therefore the activities to obtain the CE mark for the Product and to start the marketing activities in Europe;

WHEREAS, both TechniScan and Esaote are willing to integrate the existing Agreements entering in this European Market Development Agreement (“the EU Agreement”);

NOW, THEREFORE, the Parties enter into this EU Agreement as follows:

 

 

Without prejudice to what is provided for in this EU Agreement, all terms and conditions of the previous Agreements shall remain in full force and effect.

 

 

 

Terms which are defined in the previous Agreements shall have the same meanings when used in this EU Agreement, unless a different definition is given herein.

 

 

 

TechniScan will provide (including the system already shipped to Esaote) a total of five Product to Esaote to be used in the CE marking activities and in order to establish clinical reference sites in Europe:

 

 

 

- 1 prototype to be used in Esaote to support the development (already at Esaote)

 

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