FUKUDA DENSHI CO. LTD. AND ENDOSONICS CORPORATION JAPANESE DISTRIBUTION AGREEMENT

[NOTE: CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIAL INFORMATION HAS BEEN OMITTED. CONFIDENTIALITY HAS BEEN REQUESTED FOR THIS CONFIDENTIAL INFORMATION. THE CONFIDENTIAL PORTIONS HAVE BEEN PROVIDED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION]

Exhibit 10.23

FUKUDA DENSHI CO. LTD. AND ENDOSONICS CORPORATION

JAPANESE DISTRIBUTION AGREEMENT

     THIS AGREEMENT (“Agreement”), effective on the Effective Date (defined below), is made and entered into between EndoSonics Corporation, a Delaware corporation, with its principal offices at 2870 Kilgore Road, Rancho Cordova, California 95670, U.S.A. (hereinafter referred to as “EndoSonics”), and Fukuda Denshi Co., Ltd., a corporation of Japan, with its principal offices at 3-39-4 Hongo, Bunkyo-ku, Tokyo 113, Japan (hereinafter referred to as “Fukuda”).

     In consideration of the mutual promises contained herein, the parties agree as follow:

1. DEFINITIONS

     A. “Act” shall mean any act, statute, or regulation of any kind governing the products in the U.S.A. including the Federal Food, Drug and Cosmetic Act (21 U.S.C. Sections 301 392 (1993)).

     B. “Best Efforts” shall mean every necessary and prudent effort of a party applied in a prompt, commercially reasonable manner, to the maximum extent reasonably allowed by such party’s available financial resources, taking into account all of such party’s business commitments for such financial resources.

     C. “Cardiometrics Products” shall mean those guidewire based products for physiological testing such as WaveWire^TM and FloWire^TM adapted to be utilized on the In-Vision^TM System.

     D. “Effective Date” shall mean August 31, 1998.

     E. “EndoSonics Products” shall mean all products for use with the ultrasound imaging systems developed by EndoSonics during the term of this Agreement and available for sale during the term of this Agreement.

     F. “QSR’s” shall mean the good manufacturing practices for medical devices set forth by any Act governing the products in the U.S.A. including United States 21 C.F.R. Section 820 (1993).

     G. “IVUS Products” shall mean those EndoSonics intravascular ultrasound products listed in Exhibit “A” attached hereto and all successor products thereto. IVUS Products may be changed, abandoned or added by EndoSonics, at its sole discretion, provided that EndoSonics gives one hundred twenty (120) days’ prior written notice to Fukuda.

     H. “Sites” shall mean a hospital or other medical facility in the Territory wherein the IVUS Products can be used.

     I. “Territory” shall mean the country of Japan.

2. APPOINTMENT AND AUTHORITY OF FUKUDA

     A. Appointment. Subject to the terms and conditions set forth herein, EndoSonics hereby appoints Fukuda as EndoSonics’ exclusive distributor for the IVUS Products in the Territory for the period commencing January 1, 2000 until June 30, 2007; provided, however, for the period from January 1, 2000 until December 31, 2001, Johnson & Johnson Medical KK (“JJMKK”) shall be entitled to promote and sell the IVUS Products solely to JJMKK’s Sites. The parties hereto shall determine JJMKK’s Sites and other terms and conditions for the supply to JJMKK by Fukuda on or before December 31, 1999. Subject to the terms and conditions set forth herein, Fukuda hereby accepts such appointment.

     Subject to the terms and conditions of this Agreement, EndoSonics shall not appoint any other distributor, sales agent or other representative concerning the IVUS products in the Territory during the term of this Agreement.

     B. Transition of Distribution. Fukuda hereby acknowledges that EndoSonics and JJMKK are parties to that certain Exclusive Distribution Agreement dated June 1, 1998 (“JJMKK Agreement”) whereby JJMKK has exclusive distribution rights to certain IVUS Products in the Territory. EndoSonics agrees to terminate the JJMKK Agreement no later than January 1, 2000. EndoSonics, as per Fukuda’s request, will keep Fukuda advised in regard to the termination of the JJMKK Agreement. In addition, EndoSonics will use Best Efforts to: (i) assist Fukuda in gaining rights to distribute to additional Sites other than the 82 Sites specified in that certain Distribution Transition Agreement between Fukuda and EndoSonics effective March 1, 1997 (“Distribution Transition Agreement”) as soon practical before January 1, 2000; and (ii) extend to December 31, 1999 the rights of Fukuda pursuant to the Distribution Transition Agreement to continued distribution of the IVUS Products already installed by Fukuda as of the Effective Date.

     C. Other Product Rights. EndoSonics hereby grants Fukuda a right of first refusal or right of first negotiation for the exclusive distribution of Cardiometrics Products by Fukuda in the Territory after December 31, 1999, provided that the Cardiometrics Products are functionally compatible with the In-Vision^TM System at such time. In addition, EndoSonics hereby grants Fukuda a right of first refusal for the distribution of all EndoSonics Products after December 31, 1999 to the extent that EndoSonics may grant to Fukuda such rights. With respect to all EndoSonics Products where Fukuda has the right of first refusal hereunder, EndoSonics shall deliver written notice (“Notice”) to Fukuda should EndoSonics desire to appoint a distributor in the Territory for such product. The parties shall negotiate in good faith an agreement for the distribution of such product for a period of no more than sixty (60) days after Fukuda receives such Notice. If the parties agree not to enter into a written agreement within sixty (60) from the receipt of the Notice by Fukuda, then EndoSonics shall be free to enter into an agreement with a third party for the distribution of such product in the Territory, but the terms and conditions are substantially the same as those previously declined by Fukuda. EndoSonics agrees that it will not appoint any distributor for any EndoSonics Products in the Territory on or before December 31, 1999 which may effect Fukuda’s right of first refusal granted hereunder.

     D. Use of Trademarks. EndoSonics hereby grants to Fukuda a non-exclusive license to use the EndoSonics’ Trademarks (defined herein below) for the purpose of identifying and marketing the products in the Territory. Any use of the EndoSonics’ Trademarks will be in accordance with such instructions as EndoSonics may give Fukuda from time to time. EndoSonics shall, at its expense,              use reasonable efforts to protect and maintain all registration, filings and issuance of EndoSonics’ Trademarks in full force and effect.

     E. Fukuda Trademarks. EndoSonics shall not, without the prior written consent of Fukuda in each instance, use in any manner whatsoever, Fukuda’s name, its trademarks, logos, symbols or other images of Fukuda or of any party affiliated therewith.

     F. Territorial Limitation. Fukuda shall not, without the prior written consent of EndoSonics: (i) promote, advertise, sell, distribute the IVUS, EndoSonics and Cardiometrics Products in any country outside the Territory; (ii) cause, directly or indirectly, the importation of the Product into any country outside the Territory; nor (iii) establish a repair or maintenance facility in any country outside the Territory.

     G. Conflict of Interest. Commencing on January 1, 2000, Fukuda shall use its Best Efforts in the promotion and sale of the IVUS Products and all other products to which it acquires exclusive distribution rights hereunder, and Fukuda will not promote, advertise, sell nor distribute directly or indirectly and products competitive to the IVUS Products or any other products to which it acquires exclusive distribution rights hereunder.

     H. Independent Contractors. The relationship of EndoSonics and Fukuda established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other or (ii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. All financial obligations associated with each party’s business are the sole responsibility of such party. All sales and other agreements between Fukuda and its customers are Fukuda’s exclusive responsibility and shall have no effect on EndoSonics’ obligations under this Agreement. EndoSonics shall be solely responsible for, and shall indemnify and hold Fukuda free and harmless from, any and all claims, damages or lawsuits (including attorneys’ fees) arising out of the acts of EndoSonics, its employees or its agents. Fukuda shall be solely responsible for, and shall indemnify and hold EndoSonics free and harmless from, any and all claims, damages or lawsuits (including attorneys’ fees) arising out of the acts of Fukuda, its employees or its agents.

3. TERMS OF PURCHASE OF PRODUCTS BY FUKUDA

     A. Terms and Conditions. All purchases of IVUS Products by Fukuda from EndoSonics during the term of this Agreement shall be subject to the terms and conditions of this Agreement.

     B. Prices. All prices are F.O.B. EndoSonics’ plant. This purchase price to Fukuda for each of the IVUS Products (“Purchase Price”) are set forth on Exhibit “A” hereto, as such

Purchase Prices shall be amended from time to time during the term of this Agreement by mutual agreement of the parties.

     The prices may be revised from time to time through consultation between EndoSonics and Fukuda, taking into account the then prevailing market prices of the similar products. Such revisions shall apply to all orders received after the effective date of revision. Price increases shall not affect unfulfilled purchase orders accepted by EndoSonics prior to the effective date of the price increase.

     C. Taxes. The amounts payable by Fukuda under Section 3 are exclusive of all taxes and government charges (including, without limitation, interest and penalties) payable to Japanese government, if any. If Fukuda is required to withhold any taxes on amounts payable to EndoSonics in accordance with this Agreement, pursuant to the laws and regulations of Japan, Fukuda shall compensate EndoSonics for any such withholding by paying EndoSonics an additional amount equal to such amount withheld. Nothing in this Section 3.C. shall be construed to mean that Fukuda is responsible for taxes and charges (including, without limitation, interest and penalties ) to the federal or state government of the U.S.A. which are imposed on EndoSonics.

     D. Order and Acceptance. All orders for IVUS Products submitted by Fukuda shall be initiated by written purchase orders sent to EndoSonics and requesting a delivery date during the term of this Agreement; provided, however, that an order may initially be placed orally or by facsimile if a confirmational written purchase order is received by EndoSonics within ten (10) days after said oral or facsimile order. To facilitate EndoSonics’ production scheduling, Fukuda shall use reasonable commercial efforts to submit purchase orders to EndoSonics at least sixty (60) days prior to the first day of the requested month of delivery. No order shall be binding upon EndoSonics until accepted by EndoSonics in writing, and EndoSonics shall have no liability to Fukuda with respect to purchase orders that are not accepted. EndoSonics shall notify Fukuda of the acceptance or rejection of an order and of the assigned delivery date for accepted orders within ten (10) days of receipt of the purchase order, if not rejected within such period of ten (10) days, the order shall be deemed accepted. EndoSonics will use its Best Efforts, consistent with its obligations to other similarly-situated customers, to process and ship all orders in accordance with requested delivery dates by Fukuda.

     E. Terms of Purchase Orders. Fukuda’s purchase orders submitted to EndoSonics from time to time with respect to IVUS Products to be purchased hereunder shall be governed by the terms of this Agreement, and nothing contained in any such purchase order shall in any way modify such terms of purchase or add any additional terms or conditions.

     F. Payment. EndoSonics shall submit an invoice to Fukuda upon each shipment of IVUS Products ordered by Fukuda. The invoice shall cover Fukuda’s purchase price for the IVUS Products in a given shipment plus any freight, taxes or other applicable costs initially paid by EndoSonics but to be borne by Fukuda. Payment shall be made in U.S. dollars and payment shall be by wire transfer, check or other instrument approved by EndoSonics. Payment terms shall be the full invoiced amount due for payment received by EndoSonics within sixty (60) days of the date of the invoice. Fukuda may take a two (2) percent discount as a reduction of the invoice

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price if payment is received by EndoSonics within fifteen (15) days of the date of invoice. Any invoiced amount not received within sixty (60) days of the date of invoice shall be subject to a service charge of one and a half percent (1.5%) per month or such lesser percentage permitted by applicable law.

     G. Shipping. All IVUS Products delivered pursuant to the terms of this Agreement shall be suitably packed for air freight shipment in EndoSonics’ standard shipping cartons, marked for shipment at Fukuda’s address set forth above or any other address in the Territory as Fukuda indicates, and delivered to Fukuda or its carrier agent F.O.B. EndoSonics’ manufacturing plant, at which time title to such IVUS Products and risk of loss shall pass to Fukuda. Unless otherwise instructed in writing by Fukuda, EndoSonics shall select the carrier. All freight, insurance, and other applicable expenses, as well as any special packing expense, shall be paid by Fukuda.

     H. Rejection of Products. Fukuda shall inspect all IVUS Products, except those IVUS Products which are sterilized and sealed by EndoSonics at its plant, promptly upon receipt thereof and may reject any IVUS Product that fails to meet the specifications set forth in EndoSonics’ current product specifications for that IVUS Product. Any IVUS Product not properly rejected within sixty (60) days of receipt of that IVUS Product at Fukuda’s facility after customs clearance for import (the “Rejection Period”) shall be deemed accepted. To reject an IVUS Product, Fukuda shall, within the Rejection Period, notify EndoSonics in writing by facsimile of its rejection and request a Return Material Authorization (“RMA”) number. EndoSonics shall provide the RMA number in writing by facsimile to Fukuda within ten (10) days of receipt of the request. Within ten (10) days of receipt of the RMA number, Fukuda shall return to EndoSonics the rejected IVUS Product, freight collect, in its original shipping carton with the number displayed on the outside of the carton. Provided that EndoSonics has complied with its obligations in this Agreement, EndoSonics reserves the right to refuse to accept any rejected IVUS Products that do not bear an RMA number on the outside of the carton. As promptly as possible but no later than fifteen (15) working days after receipt by EndoSonics of properly rejected IVUS Products, EndoSonics shall, at its expense, replace the IVUS Products and ship such replacement IVUS Products freight prepaid.

     I. Return of Products After Rejection Period. After the Rejection Period, EndoSonics’ Standard Limited Warranty shall be applied. For sterilized and sealed IVUS Products such as catheters, however, EndoSonics shall replace those IVUS Products found defective with new IVUS Products if such defects should be found within fifteen (l5) months of shipment of such IVUS Products to Fukuda if a notice with the details of such defects is given by Fukuda to EndoSonics within a reasonable period after Fukuda or the user has discovered defects or ought to have discovered them. If EndoSonics tests and inspects these returned IVUS Products and determines that such IVUS Products perform according to EndoSonics written specifications, no credit will be given to Fukuda. If upon such test and inspections, such returned IVUS Products do not perform to EndoSonics’ written specification, these IVUS Products will be replaced at no cost to Fukuda except in the case that EndoSonics proves that such defect was caused after the F.O.B. point of shipment by EndoSonics to Fukuda.

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     J. No Time Restriction. Notwithstanding any provision herein to the contrary, Fukuda’s rights and remedies under this Agreement or laws of the Territory shall not be subject to any time restriction that may be imposed by any provisions of the laws of non-mandatory nature so long as Fukuda gives notice specifying the nature of the lack of conformity within a reasonable time after Fukuda or the user has discovered it or ought to have discovered it.

4. WARRANTY TO FUKUDA’S CUSTOMERS

     A. Standard Limited Warranty. Fukuda shall pass on to its customers EndoSonics Standard Limited Warranty for the IVUS Products. This warranty shall cover the IVUS Products for a period of fifteen (15) months from the date of shipment to Fukuda. This warranty is contingent upon proper use of an IVUS Products in the application for which it was intended and does not cover IVUS Products that were modified without EndoSonics’ approval or that were subjected by the customer to unusual physical stress. If an IVUS Product fails to meet the warranty provided herein, EndoSonics’ sole liability and Fukuda and/or the end-user’s sole remedy shall be either the replacement by EndoSonics of the defective unit with another unit of the same product (or a unit of a substantially equivalent product thereto if the original model is no longer manufactured) or the refund by EndoSonics of the purchase price for such defective product.

     B. No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, ENDOSONICS HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE IVUS PRODUCTS, INCLUDING BUT NOT LIMITED TO THEIR FITNESS FOR A PARTICULAR PURPOSE, OR THEIR MERCHANTABILITY. OTHER THAN FOR PUNITIVE DAMAGES, NOTHING IN THIS SECTION 4. SHALL LIMIT THE INDEMNIFICATION OBLIGATION UNDER SECTION 8.A. WITH RESPECT TO DAMAGE CLAIMS FOR PERSONAL INJURY AND/OR DEATH CAUSED BY DEFECT OF THE IVUS PRODUCTS.

5. ADDITIONAL OBLIGATIONS OF ENDOSONICS AND FUKUDA

     A. Clinical Trials; Management Product Supply and Regulatory Approvals. Fukuda agrees that it will undertake to manage, at Fukuda’s expense, all animal trials and human clinical trials required to obtain approval from all Japanese regulatory authorities to market in the Territory the IVUS Products and all other products to which Fukuda acquires exclusive distribution rights under this Agreement. Fukuda agrees to expeditiously submit for Ministry of Health and Welfare (“MOHW”) approval for In-Vision^TM System and upon receipt of such approval, transfer the approval to the party specified by EndoSonics. Fukuda will continue to process the existing submission for the amended Oracle 96^TM System and transfer such approval to JJMKK in accordance with the Distribution Transition Agreement. EndoSonics will use Best Efforts to cause JJMKK to transfer to Fukuda all MOHW approvals held by JJMKK on products to which Fukuda acquires exclusive distribution rights hereunder upon the termination of the JJMKK Agreement. Any costs and expenses which exceed the amount paid by JJMKK to Fukuda

in consideration of the transfer of the MOHW approvals from Fukuda to JJMKK will not be the responsibility of Fukuda.

     EndoSonics agrees that it will sell products to Fukuda to conduct the animal trials and human clinical trials for Japanese marketing approval at a fifty percent (50%) discount to EndoSonics’ regular prices to Fukuda. Payment for these products will be sixty (60) days following shipment from EndoSonics. Shipment costs will be added to invoice amounts.

     EndoSonics shall assist Fukuda in obtaining regulatory approvals and registration of the products in the Territory by providing Fukuda with;

     (i) materials in EndoSonics possession necessary to obtain MOHW approvals and marketing approvals, licenses, and permits;

     (ii) certificates of analysis, export and compliance;

     (iii) trademark authorizations; and

     (iv) such other information as Fukuda shall reasonably request from time to time.

     EndoSonics agrees to train Fukuda in the proper clinical use of all IVUS Products, and Fukuda shall be responsible in turn for training their customers. Also at Fukuda’s request, EndoSonics agrees to make arrangements to send one of EndoSonics’ major U.S. Clinical Investigator Physicians to Japan to (i) give lectures on the use of these products and (ii) perform clinical training of these products to Japanese physicians. Fukuda agrees to reimburse EndoSonics for all out-of-pocket expenses for the travel of this physician to Japan.

     B. Minimum Purchases. Commencing on January 1, 2000 until the termination or expiration of this Agreement, Fukuda commits to purchase from EndoSonics certain annual minimum quantities of IVUS Products (“Minimums”). The Minimums for the calendar year 2000 shall be the greater of : (i) JJMKK’s purchases of IVUS Products for the 1998 calendar year plus twenty percent (20%); or (ii) JJMKK’s purchases of IVUS Products for the 1999 calendar year plus ten percent (10%). EndoSonics shall provide Fukuda with sufficient documentary evidences, such as purchase orders of JJMKK, to certify JJMKK’s purchases for the 1998 and 1999 calendar years by January 15, 2000. Fukuda shall use reasonable commercial efforts to ensure that the annual purchase commitment is reasonably distributed over each calendar quarter. For each calendar year after 2000, the parties shall discuss in good faith and agree upon Minimums in writing no later than six (6) months prior to the commencement of such calendar year. If Fukuda fails to purchase the required Minimums in any calendar year, EndoSonics may, as the sole remedy for Fukuda’s failure to purchase the Minimums, upon thirty (30) days written notice to Fukuda, either terminate this Agreement or render non-exclusive the distribution rights granted to Fukuda in Section 2.A.

     C. Forecasts. Within the first ten (10) days of every quarter, Fukuda shall provide EndoSonics with a four quarter rolling forecast (“Forecast”) showing prospective orders by product model and intended purchase order submittal date. The quantities forecasted for the first quarter of each Forecast (“Binding Quarter”) shall be binding on Fukuda and deemed supported by a non-cancelable purchase order. In addition, the quantities corresponding to the Binding

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Quarter of the next four quarter rolling forecast may not be less than 50% of the quantities corresponding to the second quarter forecast of the previous Forecast.

     D. Promotion of the Products. Fukuda shall, at its own expense, use its best efforts to promote the sale of the IVUS Products within the Territory. Such promotion shall include, but not be limited to, preparing promotional materials in languages appropriate for the Territory, advertising the IVUS Products in trade publications within the Territory, participating in appropriate trade shows to the extent Fukuda thinks fit, and directly soliciting orders from customers for the IVUS Products.

     E. Finances and Personnel. Fukuda shall devote sufficient financial resources, technically qualified sales personnel, and service personnel to the IVUS Products to fulfill its responsibilities under this Agreement.

     F. Customer and Sales Reporting. Fukuda shall, at its own expense.

          (i) place the IVUS Products in Fukuda’s catalogues as soon as possible and feature IVUS Products in any applicable trade show that it attends to the extent Fukuda thinks fit;

          (ii) provide adequate contact with existing and potential customers within the Territory on a regular basis, consistent with good business practice;

          (iii) assist EndoSonics in assessing customer requirements for the IVUS Products, including modifications and improvements thereto, in terms of quality design, functional capability, and other features;

          (iv) submit market research information, as reasonably requested by EndoSonics, regarding competition and changes in the market within the Territory; and

          (v) provide EndoSonics with a report, by product type, of all sales of IVUS Products for each quarter no later than thirty (30) days following the end of such quarter.

     G. Import Requirements. Fukuda shall, at its own expense pay all import licenses and permits, pay customs charges and duty fees, imposed by any Japanese governmental authority upon or applicable to any import by Fukuda under this Agreement, and take all other actions required to accomplish the import of the IVUS Products purchased by Fukuda.

     H. Export Law Compliance. Fukuda understands and recognizes that the Product and other materials made available to it hereunder may be subject to the export administration regulations of the United States Department of Commerce and other United States government regulations, as amended from time to time, related to the export of technical data and equipment and products produced therefrom. Fukuda agrees to comply with all such regulations in connection with the distribution of the IVUS Product. Fukuda agrees to cooperate with EndoSonics and to provide EndoSonics with such reasonable assistance as is required in order to comply with the export administration regulations of the United States. Nothing in this Section 5.H. shall be construed to require that Fukuda shall bear any cost or expense required to comply with such U.S. export regulations.

     I. Upgrade of IVUS Products. No later than June 30, 1999, Fukuda hereby agrees to upgrade the Oracle 96^TM Systems installed as of the Effective Date to: (i) conform to the specification for the In-Vision^TM Systems, and (ii) Include both the ChromaFlo^TM and In-Line Digital^TM features. EndoSonics shall supply to Fukuda kits required for such upgrade at the following prices:

     J.r In-Vision^TM System Promotional Allowances. During 1999, up to 10 In-Vision^TM Systems may be purchased by Fukuda from JJMKK for which EndoSonics will provide promotional allowances to Fukuda. The promotional allowances will be the amount of the difference in price between EndoSonics then current selling price of an In-Vision^TM System to JJMKK and fifty-two thousand dollars ($52,000), but not to exceed thirty-two thousand five hundred dollars ($37,500). The promotional allowances will be paid within thirty (30) days after the end of the 1999 calendar quarter in which Fukuda purchases the In-Vision^TM Systems.

6. ADDITIONAL OBLIGATIONS OF ENDOSONICS

     A. Supply of Sample Products and Materials. EndoSonics shall supply Fukuda’s requirements for the IVUS Products in the Territory consistent with the delivery schedules and the Minimums. EndoSonics shall promptly provide Fukuda without any charges with marketing and technical information concerning the IVUS Products as well as reasonable quantities of brochures, instructional material, advertising literature, and other IVUS Product data, with all such material printed in the English language. EndoSonics agrees to discuss with Fukuda for supplying appropriate number of sample IVUS Products or granting a fifty percent (50%) discount for appropriate number of IVUS Products for assistance of Fukuda’s sales.

     B. Response to Inquiries. EndoSonics shall promptly respond to all inquiries from Fukuda concerning matters pertaining to this Agreement.

     C. Testing. EndoSonics shall test all IVUS Products before shipment to Fukuda under U.S. FDA GMP or QSR requirements.

     D. Delivery Time. EndoSonics shall minimize delivery time as much as possible and to fulfill delivery obligations as committed in any acceptance.

     E. Territorial Inquiries. EndoSonics shall submit to Fukuda any inquiry originating from the Territory rather than answering the inquiry directly.

     F. Quotations to exporters. EndoSonics shall refrain from giving quotations to exporters whom EndoSonics k