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PIXSYS
Capturing a new dimension
1727 Conestoga Street
Boulder, CO 80301
303-447-0248 FAX 303-441-2487
June 24, 1992
Giken Shoji Company, Ltd.
6F Soar Building
2-3 1-Chome, Izumi, Higashi-Ku
Nagoya, 461 Japan
Subject: Letter of Agreement
Gentlemen:
This letter confirms that Pixsys, Inc., hereafter referred to as Pixsys,
entrusts Giken Shoji Company, Ltd., hereafter referred to as Giken Shoji, with
the exclusive right to resell Pixsys digitizing products to non-medical
customers in the whole of Japan and such other countries as are mutually agreed
to in writing from time to time. Giken Shoji also has the non-exclusive right
to sell Pixsys digitizing products to medical customers in the whole of Japan.
1. The products which Giken Shoji may resell and their selling price
shall be those listed on Pixsys' current international price list and are
subject to change as published from time to time by Pixsys and furnished to
Giken Shoji. Discounts will be as shown on the current Pixsys Discount Schedule
for Giken Shoji.
2. Giken Shoji agrees to utilize its resources to apply its best efforts
to sell Pixsys products in its territory. Giken Shoji will maintain adequate
inventory to support such sales efforts. Giken Shoji will keep Pixsys informed
at all times, and in particular when requested by Pixsys, with competitive
product and price information. In addition, Giken Shoji will provide Pixsys
with customer and prospect names, addresses, and other relevant information as
requested by Pixsys.
3. Pixsys agrees to provide Giken Shoji with up-to-date technical and
sales literature and technical sales training. Such literature will include
applicable product information, plus as available: information supporting
applications development, advertising, and sales promotion. Technical training,
sales training, and financial support for Giken Shoji's advertising and
promotional efforts will be provided to whatever extent is mutually agreed upon
in writing by Giken Shoji and Pixsys.
4. It is mutually agreed that in circumstances where it appears to Pixsys
that Giken Shoji cannot obtain business from certain customers in the territory
for Pixsys products, Pixsys reserves the right to deal directly with such
potential customers under any terms it elects to offer. In cases where a
Japanese customer purchases Pixsys products for integration into any
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medical system, Pixsys also reserves the right to deal directly with such
customers under any terms it elects to offer. In either case, Pixsys will make
all reasonable efforts to work with Giken Shoji to support such potential
customers. Payments to Giken Shoji in such cases will be at Pixsys' sole
discretion and will be determined on a case-by-case basis.
5. Terms of payment will be an open account with a line of credit of
30,000 U.S. Dollars. Payment terms will be Net 30 days from date of invoice to
Giken Shoji. Line of credit and the terms of payment may be changed from time
to time at Pixsys' sole discretion. If Giken Shoji becomes delinquent in its
payments to Pixsys, it is agreed that Pixsys may stop shipment of its products
and/or charge a 1-1/2 percent per month service charge on the delinquent balance
of the account until paid. All payments are to be in U.S. dollars.
6. Giken Shoji is not the representative or agent of Pixsys for any
purpose and has no right or authority to assume or create any obligation of any
kind for or on behalf of Pixsys, or to bind Pixsys in any respect.
7. This agreement will be in effect from the date it is signed by Pixsys
as noted below. Either party may terminate this agreement immediately by
written notice to the other party upon breach by the other party of any
provision of this agreement. Either party may terminate this agreement for any
reason by written notice to the other party at least 60 days prior to the
termination date. Such written notices must be sent via certified mail. In the
event of termination of this agreement, Giken Shoji agrees immediately to return
in good condition any consigned inventory provided Giken Shoji by Pixsys. In
addition, at its sole discretion, Pixsys may elect to repurchase any other
inventory of Pixsys products previously purchased by Giken Shoji at a mutually
agreed upon price. Termination of this agreement does not constitute a release
or settlement of amounts owed or pending, whether disputed or not, by one or
both parties to the other.
9. Giken Shoji may not assign or delegate its rights or responsibilities
hereunder without the prior written consent of Pixsys.
10. This agreement shall be governed by the laws of the State of Colorado,
U.S.A.
GIKEN SHOJI COMPANY, LTD.
By: /S/ SIGNATURE
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Title: President
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Date: June 25, 1992
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PIXSYS, INC.
By: /S/ TIMOTHY L. FEAVER
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Title: President
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Date: June 24, 1992
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DISCOUNT SCHEDULE FOR SALES TO GIKEN SHOJI FOR RESALE IN JAPAN
Discounts are offered subject to the following conditions:
1. Each gross order value for discounting purposes will be calculated on the
products listed in Pixsys' current International Price List using the current
International list price. Catalog series numbers not included in Pixsys'
current International Price List will be negotiated separately.
2. The discount rate to be applied is 30%.
3. Pixsys reserves the right to split shipments.
4. The following Pixsys items are not eligible for any discount:
*Warranty repairs
*Non-warranty repairs
*Miscellaneous non-catalog parts
July 3, 1996
Giken Shoji Co., Ltd. IMAGE GUIDED
Tomomi Kojima TECHNOLOGIES, INC.
President 5710-B Flatiron Parkway
3rd Floor, Spline Building Boulder, CO 80301
19-2, Dogenzaka 1-chome, USA
Shibuya-ku, 150 Tel:(303) 447-0248
Tokyo Fax:(303) 447-3905
Dear Kojima san:
Over the course of this past several months, Image Guided Technologies, Inc.
(IGT), has reviewed our various marketing relationships worldwide in order to
assess our current partnerships.
As a result of this analysis, the decision has been reached to terminate the
contract with Giken Shoji at the close of 1996. Until that time, IGT will honor
any orders for product placed through December 31, 1996.
It is my understanding that Giken Shoji is in possession of an FP 5000
demonstration unit. If this unit is still in your hands, then IGT will accept
full return of the unit by December 31, 1996 and extend to Giken Shoji a full
credit for the device.
I am appreciative of the relationship which we have had with Giken Shoji and
wish you the very best in the future.
Best regards,
/s/ PAUL L. RAY
Paul L. Ray
Chairman and CEO
cc: Robert Silligman
Jeffrey J. Hiller
Martin Chader