<PAGE>
Exhibit 10.13
MARKETING AND DISTRIBUTION AGREEMENT
This Marketing and Distribution Agreement (the "Agreement"),
which
shall be effective as of January 14, 1999,
is between OrthoLogic Corp. and
Chrysalis BioTechnology, Inc. Based on the
mutual consideration between the
parties recited below, the parties agree as
follows:
I. BACKGROUND AND PARTIES
1.1 Chrysalis.
Chrysalis BioTechnology, Inc. ("CHRYSALIS") is a
Texas corporation, having a principal place
of business at 2200 Market, Suite
600, Galveston, TX 77550.
1.2
OrthoLogic. OrthoLogic Corp. ("ORTHOLOGIC") is a Delaware
corporation, having a principal place of
business at 1275 W. Washington Street,
Tempe, AZ 85281.
1.3 The
Technology. Chrysalis owns or holds comprehensive license
rights relating to a technology known as
the "Chrysalis Technology."
1.4 The
Definitive Agreement and the Payment. Chrysalis and
OrthoLogic are parties to a definitive
agreement dated as of December 31, 1997,
which was amended by the Letter of
Amendment dated September 23, 1998, and which
addresses the transactions contemplated by
this Agreement (the "Definitive
Agreement").
1.5 Rights.
Pursuant to Section IV(a) of the Definitive Agreement,
OrthoLogic has the right to acquire from
Chrysalis certain exclusive rights for
United States fracture applications.
1.6 United
States Rights for Fracture Applications. Prior to or
contemporaneously with the execution of
this Agreement, OrthoLogic has made the
$750,000 payment contemplated by Section
IV(a) of the Definitive Agreement.
1.7 Governing
Agreements. This Agreement and the Definitive
Agreement describe OrthoLogic's rights and
obligations with respect to such
United States fracture applications.
II. DEFINITIONS
2.1 Except as
otherwise defined in this Agreement, Capitalized
terms used in this Agreement shall have the
same meanings they have in the
Definitive Agreement.
III. MARKETING, AND DISTRIBUTION RIGHTS
3.1
Description of Rights. To the extent, and for the term,
provided in this Agreement and in the
Definitive Agreement, Chrysalis hereby
grants to OrthoLogic the exclusive right to
develop further, use and sell
Licensed Products under the Technology
Rights for fracture applications in the
United States. In addition, Chrysalis
hereby grants to OrthoLogic certain
limited rights to make or have made
Licensed Products and to assign its rights
described herein, all as set forth in the
Definitive Agreement.
<PAGE>
IV. REPRESENTATIONS AND WARRANTIES
4.1
Reaffirmation of OrthoLogic Representations. OrthoLogic hereby
reaffirms its Representations and
Warranties in the Definitive Agreement as of
the date of this Agreement.
4.2
Reaffirmation of Chrysalis Representations. Chrysalis hereby
reaffirms its Representations and
Warranties in the Definitive Agreement as of
the date of this Agreement.
V. GENERAL
5.1 Attorneys
Fees. If any litigation or arbitration is commenced
between the parties hereto or their
successors in interest, concerning any
provisions of this Agreement, or the rights
and duties of any person in relation
thereto, the party prevailing in such
litigation or arbitration shall be
entitled, in addition to such other relief
as may be granted, to a reasonable
sum for its attorney's fees and litigation
costs as determined by the court or
arbitrator, and not by a jury, or in a
separate action brought for that purpose.
5.2
Authorization and Signatures. By signing below, each party
represents that this Agreement has been
duly authorized and constitutes an
agreement by which it is bound.
5.3 Binding
Effect; Benefits. This Agreement shall be binding upon
and shall inure to the benefit of the
parties hereto and their respective heirs,
successors, executors, administrators and
assigns. Notwithstanding anything
contained in this Agreement to the
contrary, nothing in this Agreement,
expressed or implied, is intended to confer
on any person other than the parties
hereto or their respective heirs,
successors, executors, administrators and
assigns any rights, remedies, obligations
or liabilities under or by reason of
this Agreement.
5.4
Construction. The language in all parts of this Agreement
shall in all cases be construed as a whole
according to its fair meaning and not
strictly for or against either party. The
Article and Section headings contained
in this Agreement are for reference
purposes only and will not affect the
meaning or interpretation of this Agreement
in any way. All terms used in one
number or gender shall be construed to
include any other number or gender as the
context may require. The parties agree that
each party has reviewed this
Agreement and has had the opportunity to
have counsel review the same and that
any rule of construction to the effect that
ambiguities are to
