E XECUTION C OPY
CONFIDENTIAL SETTLEMENT & LICENSE AGREEMENT
This CONFIDENTIAL SETTLEMENT & LICENSE AGREEMENT ( “Agreement ” ) is entered into and made effective as of
October 16, 2009 ( “Effective Date” ) by and between SonoSite, Inc., a Washington corporation, and General Electric Company,
a New York corporation.
1.1 GE and SonoSite each manufacture and sell ultrasound products.
1.2 GE and SonoSite each own patents and patent applications in the area of ultrasound technology.
1.3 GE and SonoSite are engaged in several pending patent disputes and desire to resolve those disputes as well as to
accomplish certain additional, mutually desirable business objectives.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good
consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
2.1 “Actions ” means, collectively, (a) the parties’ lawsuit in the federal district court for the Western District of Wisconsin,
Case No. 08-cv-298-bbc, (b) the parties’ Federal Circuit appeal of the lawsuit from the Western District of Wisconsin, Case
No. 07-C-0273-C, as well as all claims and counterclaims in the underlying case, and (c) the parties’ nullity action in the German
Federal Patents Court, Case No. 4 Ni 33/09 (EU).
2.2 “Affiliate ” of a party hereto means any corporation, limited liability company, partnership, joint venture or other legal
person or entity of any kind that now or in the future is directly or indirectly controlled by, or is under common control with,
such party, but only so long as such control exists. For purposes of this definition, “control” or “controlled” shall mean, with
respect to: (a) a corporation, the direct or indirect ownership of a majority of the stock entitled to vote upon election of directors
or persons performing similar functions, or direct or indirect ownership of the maximum percentage of such stock permitted
under local laws