STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is made as of the 10th day of May, 2001, by INMEDICA
DEVELOPMENT CORPORATION, a Utah corporation (the "Company"), MicroCor, Inc., a Utah
Corporation, a wholly owned subsidiary of the Company, (the "Subsidiary") and CHI LIN TECHNOLOGY
CO., LTD., a corporation duly organized and existing under the laws of the Republic of China ("Buyer").
The Company and the Subsidiary desires to issue, and Buyer desires to purchase, 5,328,204 shares (the
"Shares") of the authorized but unissued shares of its common stock of the Company, $0.001 per share par
value, as well as 29,420 shares of the authorized but unissued shares of the common stock of the Subsidiary, for
the consideration and on the terms set forth in this Agreement. Upon the issuance of the Shares, Buyer shall own
one-third (33.3333%) of the issued and outstanding common stock of the Company as well as one-fifth (20%) of
the common stock of the Subsidiary.
An integral part of this Agreement is the execution by the parties of a Development, Licensing and Manufacturing
Agreement in the form set forth as Exhibit 7.5 (the "Development Agreement") for products based on the
Company's noninvasive hematocrit technology (the "Hematocrit Technology"). The parties intend to execute such
an agreement in connection with the Closing described in this Agreement.
The parties, intending to be legally bound, agree as follows:
For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:
"Anti-Dilution Right"-as defined in Section 2.1.
"Best Efforts"-the efforts that a prudent Person desirous of achieving a result would use in similar circumstances
to ensure that such result is achieved as expeditiously as possible; provided, however, that an obligation to use
Best Efforts under this Agreement does not require the Person subject to that obligation to take actions that
would result in a materially adv