Radiology and Imaging Systems Distribution And Development

Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.


Exhibit 10.71


DISTRIBUTION AND DEVELOPMENT AGREEMENT


THIS AGREEMENT (this "Agreement") is made and entered into as of November 15, 2000 (the "Effective Date") by and between STENTOR, INC., a Delaware corporation ("Stentor") and IDX SYSTEMS CORPORATION, a Vermont corporation ("IDX").


W I T N E S S E T H


WHEREAS, Stentor is in the business of developing and marketing products and services to automate the viewing and archiving of medical images; and


WHEREAS, IDX, through its Radiology and Imaging Systems Division, has developed products and services to automate the management of radiology practices and departments; and


WHEREAS, IDX and Stentor desire to develop integration between their current products and services and certain future products and services to be developed by Stentor and IDX to create a comprehensive, state-of-the-art medical image management system, initially applicable to radiology practices, but possibly extended to cardiology, pathology, opthamology, orthopedics, emergency departments and other similar practices that could make use of the system;


NOW, THEREFORE, in consideration of these premises, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


1. DEFINITIONS


Capitalized terms used in this Agreement, unless otherwise defined in this Agreement, shall have the meanings ascribed to them on Schedule 1 attached hereto.


2. TERM AND TERMINATION


2.1 Term. This Agreement shall be in effect for an initial term of
five (5) years (the "Initial Term") and shall automatically renew
for additional, successive two (2) year terms unless earlier
terminated by either of IDX or Stentor by giving written notice
of such party's election not to renew this Agreement not later
than one (1) year prior to the expiration of the Initial Term or
six (6) months prior to the expiration of any then current
successive term.


2.2 Termination. Notwithstanding the provisions of Section 2.1, this
Agreement may be terminated:


2.2.1 by Stentor if IDX shall have defaulted under or breached
any material term of this Agreement and shall not have
cured such breach within one hundred twenty (120) days
after receiving written notice from Stentor specifying
the nature of such default or breach; or


2.2.2 by IDX if Stentor shall have defaulted under or breached
any material term of this Agreement and shall not have
cured such breach within one hundred twenty (120) days
after receiving written notice from IDX specifying the
nature of such default or breach; or


2.2.3 by either party upon receipt of a notice from the other
party that such other party requires a composition or
other similar arrangement with creditors, files for
bankruptcy or is declared bankrupt.


2.3 Termination of Restrictions.


2.3.1 Stentor may elect to terminate Section 6.1.1, as its sole
and exclusive remedy in lieu of any damages under this
Agreement, if:


2.3.1.1 a Material Adverse Change occurs with respect
to IDX; or


2.3.1.2 IDX fails, for any two (2) consecutive calendar
years, to meet the minimum sales goals of sales
of the MIMS System to IDXrad Customers or
LastWord Customers set forth in Exhibit C and
as may be agreed to and set forth in the
Marketing Plan.


2.3.2 If IDX fails after March 31, 2002, to meet the mutually
agreed to goals of sales of the MIMS System to IDXrad
Customers for a calendar quarter as set forth in the
Marketing Plan and does not cure such failure by the end
of the next calendar quarter by licensing a MIMS System
to that number of IDXrad Customers equal to the sum of
the number of IDXrad Customers by which IDX missed the
goal plus the goal for the subsequent calendar quarter,
then Stentor may elect to terminate Section 6.1.1(ii), as
its sole and exclusive remedy in lieu of any damages
under this Agreement


2.3.3 If any of [**] is acquired, becomes Controlled by,
obtains Control of, or becomes under common Control with
a Person that is or becomes authorized to be a
distributor of the MIMS System by Stentor as permitted
under this Agreement, and such company demonstrates its
intention to permanently cease doing business under or
market its products under a name or mark similar to
"[**]", as applicable, then Stentor may terminate Section
6.1.1(ii) only with respect to [**], as applicable.


2.3.4 IDX may elect to terminate Section 6.1.2, as its sole and
exclusive remedy in lieu of any damages under this
Agreement, if:


2.3.4.1 a Material Adverse Change occurs with respect
to Stentor; or


2.3.4.2 IDX fails, for any two (2) consecutive calendar
years, to meet the minimum sales goals of sales
of the MIMS System to IDXrad Customers or
LastWord Customers set forth in the Exhibit C
and as may be agreed to and set forth in the
Marketing Plan.


November 15, 2000


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2.4 Change of Control. If Stentor shall sell all or substantially all
of its assets or IDX shall sell all or substantially all of the
assets of its Radiology Information Systems Division business,
then upon the election of the other party, the party selling its
assets shall be obligated to assign this Agreement to the
successor to its assets and to cause such successor to assume its
performance under this Agreement. Regardless of whether this
Agreement is assigned, the party not selling its assets may elect
to terminate the Agreement upon not less than eighteen (18)
months prior written notice.


2.5 Effect of Termination; Survival. In the event that this Agreement
is validly terminated as provided herein, then each of the
parties shall be relieved of their duties and obligations arising
under this Agreement after the date of such termination, except
for their respective obligations to provide support services to
existing customers under Section 8.1, and such termination shall
be without liability to the terminating party; provided, however,
that the obligations of the parties set forth in Sections 8.1,
9.1, 9.2, 10.1 - 10.21 hereof shall survive any such termination
and shall be enforceable hereunder; provided, further, however,
that nothing in this Section 2.5 shall relieve Stentor or IDX of
any liability for a breach of this Agreement. Furthermore,
termination of this Agreement shall not affect i) any license or
subscription rights granted by either party prior to such
termination or ii) a party's right to continue providing services
pursuant to customer agreements entered into prior to such
termination, provided, however, that each party shall continue to
make payments pursuant to Section 7.


2.6 Intellectual Property. All rights and licenses granted under or
pursuant to this Agreement are, and shall otherwise be deemed to
be, for purposes of Section 365(n) of the United States
Bankruptcy Code (the "Code"), licenses to rights to "intellectual
property" as defined in the Code. A party receiving such rights
under this Agreement shall retain and may fully exercise all of
its rights and elections under the Code. The parties further
agree that, in the event of the commencement of a bankruptcy
proceeding by or against a party under the Code, the other party
shall be entitled to retain all of its rights under this
Agreement.


3. OPERATIONAL MANAGEMENT


Stentor and IDX shall each appoint an executive with the title of vice president or higher to oversee performance under this Agreement. These two executives shall meet not less frequently than once each calendar quarter during the Initial Term (and more frequently as needed) and shall produce not later than five (5) business days after the end of each such calendar quarter a written report to the boards of directors of IDX and Stentor setting forth in detail:


3.1 the accomplishments of Stentor and IDX during the preceding
calendar quarter in performing this Agreement;


3.2 plans for managing the relationship between IDX and Stentor
during the next calendar quarter;


November 15, 2000


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3.3 any items of dispute or disagreement between IDX and Stentor;


3.4 plans for resolving any dispute or disagreement between IDX and
Stentor;


3.5 any changes proposed to be made to the Marketing Plan or
Development Plan; and


3.6 such other items as may be deemed appropriate by such executives.


4. PRODUCT DEVELOPMENT


4.1 Product Development.


4.1.1 Development of the MIMS System. It is the goal of this
Agreement that the parties shall use their commercially
reasonable efforts to develop a comprehensive,
state-of-the-art medical image management system for
radiology practices and departments with functionality
and features substantially equivalent or superior to any
competitive medical image management system available
during the term of this Agreement. To accomplish that
goal, Stentor and IDX shall carry out their obligations
to develop the MIMS System pursuant to the Development
Plan. A party's material failure to deliver a minimum
development requirement (as set forth on Exhibit A) by a
milestone set forth in the Development Plan shall
constitute a material breach of this Agreement.


4.1.2 Joint Testing. The parties shall cooperate to jointly
test any software used in connection with the MIMS System
to ensure the functionality of such software prior to
distribution thereof to any customer.


4.1.3 Development Plan. Within thirty (30) days of the
Effective Date, IDX and Stentor shall mutually develop
the Development Plan, which shall contain minimum
development requirements described on the Development
Plan Outline, attached hereto as Exhibit A. IDX and
Stentor shall update the Development Plan every calendar
quarter during the term of this Agreement unless earlier
updated as necessary to maintain the commercial
reasonableness thereof. The Development Plan, as updated
from time to time, shall describe activities and
responsibilities for one-year periods initially
commencing on the Effective Date. Not later than three
(3) months prior to the expiration of the initial
one-year term of the Development Plan, and thereafter not
later than three (3) months prior to the expiration of
each successive one-year period, the parties shall
commence work on a revised Development Plan for the
following one-year period. The Development Plan, as
updated from time to time, including updating of the
minimum development requirements, shall be executed by
the parties and shall become subject to this Agreement.
Should the parties have failed to agree upon and execute
a revised or updated Development Plan at the time of the
expiration of the then current


November 15, 2000


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Development Plan, the parties shall continue to perform
under the terms of the then current Development Plan
until such time as the parties shall agree upon a revised
Development Plan. Notwithstanding anything contained
herein or in any Development Plan to the contrary, at all
times during the Term, Stentor shall continue to fund the
development and support of the iSite Viewer, iDiagnostic
Viewer and iVault products as provided in the Development
Plan as initially adopted, and IDX shall continue to
develop and support Imaging Suite, ConnectR, and the
Imaging Suite Lite Version as provided in the Development
Plan as initially adopted.


4.1.4 Early Releases and Testing. IDX and Stentor shall deliver
to each other for testing, development and integration
purposes only, copies of the earliest test releases of
all development deliverables provided for in the
Development Plan prior to delivery thereof to any other
customers or Distribution Partners.


4.1.5 Demonstration Products. Each party shall develop
demonstration versions of its products for use in selling
its products to the other party's customers and
prospects.


4.1.6 Resolution of Programming Errors. Stentor shall be
responsible for correcting all programming errors in
Stentor Products, and IDX shall be responsible for
correcting all programming errors in IDX Products. The
Development Plan shall designate Stentor and IDX
personnel to coordinate the resolution of any programming
errors. To accomplish this goal, Stentor and IDX agree to
resolve programming errors as follows:


Category 1 Programming Error: A Category 1 Programming
Error is an error that causes the software to fail to
operate. If a category 1 programming error occurs in the
MIMS System software, IDX and Stentor agree to conduct a
conference call in an effort to resolve the error as soon
as possible but no later than one business day.


Category 2 Programming Error: A Category 2 Programming
Error is an error that substantially affects the proper
operation of the main functions of the MIMS System
software but does not cause the software to fail to
operate. If a Category 2 Programming Error occurs, IDX
and Stentor agree to conduct a conference call in an
effort to resolve the error as soon as possible but no
later than one week.


Category 3 Programming Error: A Category 3 Programming
Error causes the software to function incorrectly under a
particular set of circumstances, although the error does
not substantially affect the proper operation of the main
functions of the MIMS System. If a Category 3 Programming
error occurs, the party responsible for the programming


November 15, 2000


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error agrees to eliminate the programming error in the
next software update of the MIMS System.


5. LICENSES AND OWNERSHIP


5.1 Ownership; In General. Except for the rights expressly granted
herein to Stentor, IDX reserves and retains all right, title and
interest (including without limitation patents, trade secrets and
copyrights) in the IDX Products, and all customizations,
additions, modifications, changes, enhancements, improvements,
and derivative works thereof made by IDX or on behalf of IDX, and
all rights therein and copies thereof. Except for the rights
expressly granted herein to IDX, Stentor reserves and retains all
right, title and interest (including without limitation patents,
trade secrets and copyrights) in the Stentor Products, and all
customizations, additions, modifications, changes, enhancements,
improvements, and derivative works thereof made by Stentor, or on
behalf of Stentor, and all rights therein and copies thereof


5.2 Ownership to works created under the Development Plan. Any
Intellectual Property developed by Stentor and any derivative
works of Stentor Products, whether developed by Stentor, IDX or a
contractor of either party, pursuant to the Development Plan
shall be owned by Stentor. Any Intellectual Property developed by
IDX and any derivative works of IDX Products, whether developed
by Stentor, IDX or a contractor of either party, pursuant to the
Development Plan shall be owned by IDX. Any Intellectual Property
jointly developed by IDX and Stentor pursuant to the Development
Plan shall be jointly owned by IDX and Stentor and each of IDX
and Stentor shall be free to use such Intellectual Property
without interference from the other party and without any
obligation to pay any royalties or account for any profits,
except as otherwise provided for in this Agreement.
Notwithstanding the foregoing, the parties shall jointly own any
and all patent rights to any work created pursuant to the
Development Plan that combines at least one component of the IDX
Products and one component of the Stentor Products and shall
cooperate in the filing of any application(s) related to such
rights, including, without limitation, the choice of counsel to
prosecute such application(s). Nothing in this Agreement shall
require either party to create any Intellectual Property not a
part of the MIMS System. If either party creates any Intellectual
Property that is not a part of the MIMS System, but may be used
in connection with the MIMS System without the material
assistance of the other party, the creating party shall own any
and all patent rights to the combination of such Intellectual
Property and the MIMS System, and such patent rights shall not be
licensed to the other party under this Agreement except by
written amendment hereto executed by both parties; provided that
each party hereby agrees that if it offers to license the right
to resell or sublicense any such Intellectual Property and the
patent rights, if any, thereto, to any Person, it shall offer to
license the right to resell or sublicense such Intellectual
Property and patent rights, if any, to the other party on the
most favorable terms offered to any other Person.


November 15, 2000


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5.3 IDX Products.


5.3.1 IDX hereby grants to Stentor a non-exclusive,
non-transferable (except as provided in Sections 2.4 and
10.14) term license to market and sublicense, and in
connection therewith to sell, offer for sale, copy, use,
distribute, perform, display, modify, make derivative
works of and Merge, the IDX Products, in whole or in
part, only as they may be Merged into the MIMS System,
and only to Persons that are not Stentor License
Exclusion Customers. Stentor License Exclusion Customers
include all IDXrad Customers and LastWord Customers
except: (i) any IDXrad Customer or LastWord Customer that
is a Pre-existing Stentor Customer; (ii) any IDXrad
Customer or LastWord Customer that does not use IDXrad or
LastWord as their primary radiology information system or
primary clinical information system, respectively; and
(iii) any IDXrad Customer or LastWord Customer that
becomes a Stentor Customer prior to becoming an IDXrad
Customer or LastWord Customer. Notwithstanding the
limited scope of this license, Stentor may communicate
with, and demonstrate, perform and display the MIMS
System to, Stentor License Exclusion Customers to make
them aware of the availability of the MIMS System from
IDX and to provide information to Stentor License
Exclusion Customers regarding the MIMS System. Stentor
License Exclusion Customers that exist as of the
Effective Date are listed on the initial Stentor License
Exclusion Customer List, attached hereto as Exhibit B.
IDX shall provide an updated Stentor License Exclusion
Customer List to Stentor within fifteen (15) days of the
end of each calendar quarter. If the parties determine
that any customers not listed on the initial Stentor
License Exclusion Customer List meet the definition of a
Stentor License Exclusion Customer, then any such
customers shall be added to the Stentor License Exclusion
Customer List, or if the parties determine that any
customers listed on the initial Stentor License Exclusion
Customer List do not meet the definition of a Stentor
License Exclusion Customer, then any such customers shall
be removed from the Stentor License Exclusion List.


5.3.2 IDX also hereby grants to Stentor a non-exclusive,
non-transferable (except as provided in Sections 2.4 and
10.14) term license to sublicense one or more
Distribution Partners to market and sublicense, and in
connection therewith to sell, offer for sale, copy, use,
distribute, perform, and display, the IDX Products, in
whole or in part, only as they may be Merged into the
MIMS System, to any Person, including Stentor License
Exclusion Customers.


5.4 Stentor Products. Stentor hereby grants to IDX a non-exclusive,
non-transferable (except as provided in Sections 2.4 and 10.14)
term license to market and sublicense (including through one or
more Distribution Partners acceptable to Stentor), and in
connection therewith to sell, offer for sale, copy, use,
distribute,


November 15, 2000


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perform, display, modify, make derivative works of and Merge, the
Stentor Products, in whole or in part, only as they may be Merged
into the MIMS System. From the Effective Date until December 31,
2001, Stentor's license granted to IDX in Section 5.4 only
extends to IDXrad Customers and LastWord Customers. IDXrad
Customers and LastWord Customers that exist as of the Effective
Date are listed on the initial IDXrad and LastWord Customer List,
attached hereto as Exhibit B. Any Person that becomes an IDXrad
Customer or LastWord Customer during the Term shall be added to
the IDXrad and LastWord Customer List. After December 31, 2001,
Stentor's license granted to IDX in Section 5.4 extends to any
Person. IDX shall provide an updated IDXrad and LastWord Customer
List to Stentor within fifteen (15) days of the end of each
calendar quarter. If the parties determine that any customers
listed on the initial IDXrad and LastWord Customer List fail to
meet the defi ...