Application Service Provider Agreement

EXHIBIT 10.2


APPLICATION SERVICE PROVIDER (ASP) AGREEMENT
BETWEEN
IMPAC MEDICAL SYSTEMS, INC.
AND
US ONCOLOGY, INC.


This Application Service Provider (ASP) Agreement ("ASP Agreement") between IMPAC Medical Systems, Inc. ("IMPAC"), a California corporation, and US Oncology, Inc. ("US Oncology") is a contract for the license of IMPAC Software Products, the purchase of ASP Services and the purchase/license of third party products for use by US Oncology sites on the IMPAC Servers under the following terms and conditions:


This ASP Agreement is applicable to the US Oncology sites/clusters designated on Exhibit A attached hereto and incorporated herein and future sites/clusters to be designated by US Oncology in the form of an amendment to Exhibit A, collectively referred to as the "US Oncology ASP Sites". In consideration of the terms and conditions of this ASP Agreement, US Oncology agrees to license IMPAC's oncology management system software exclusively for Radiation use throughout the US Oncology network during the term of this ASP Agreement.


1. IMPAC Software Products, ASP Services, and Pricing:


A. IMPAC will offer the IMPAC Software Products and the ASP Services, listed
in Exhibit B attached hereto and incorporated herein, to US Oncology for
an inclusive fee of *** per US Oncology ASP Site for ***. This pricing is
valid for US Oncology sites or clusters configured through IMPAC's ASP
operation in Redwood City, CA.


1. All hardware (see Exhibit C attached hereto and incorporated herein),
software (including necessary third party software), onsite wiring of
sites, telecommunication and related costs (including: installation
and training; interface development; and network hardware and
installation) are inclusive in the *** fee.


2. IMPAC agrees that it will hold the prices set forth in Section 1.A.
above for all new US Oncology ASP Sites for a period of *** from the
effective date of this ASP Agreement as defined below. IMPAC may
increase prices for *** of this ASP Agreement for new sites; however,
such increases shall be ***.


3. A discount will be given for all installed IMPAC Software Products
that are utilized by a US Oncology site/***. The discount will be
calculated as the *** based on the *** US Oncology for the *** US
Oncology site and will be applied as follows: for amounts up to ***
for amounts between *** for amounts greater than ***. In the event
that there is a *** will be credited towards the ***.


4. The license fees for any additional IMPAC Software Products licensed
by a US Oncology ASP Site will be amortized over the remaining term
of the individual US Oncology ASP Site's term.


5. IMPAC will provide the IMPAC Software Products and the ASP Service
provided that US Oncology pays IMPAC in advance the *** fee in effect
for each US Oncology ASP Site.


B. The IMPAC Software License and ASP Service Standard Terms & Conditions
("Standard Terms & Conditions") attached hereto as Exhibit D and as
amended in the Addendum attached hereto as Exhibit D Addendum and herein
incorporated by reference shall be applicable to each License and ASP
Service Agreement during the respective terms thereof. ***


C. Additional on-site support after the initial installation is available at
the then current rates.


D. A Service Level Agreement is attached hereto as Exhibit E and
incorporated herein.


E. ***


F. Order of Priority In the event of any conflict or inconsistency among the
terms and conditions set forth in the documents comprising this
Agreement, the order of priority shall be: 1) this ASP Agreement; 2) the
Service Level Agreement in the form of Exhibit E; 3) the Addendum to the


*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.


Standard Terms and Conditions in the form of Exhibit D Addendum; and 4)
the Standard Terms and Conditions in the form of Exhibit D.


2. Orders:


A. IMPAC will schedule a US Oncology ASP Site for the initial installation
within *** from the receipt of a signed ASP Purchase and License
Agreement, a signed Purchase Order, the initial *** fee and an initial
Customer Deposit. *** payments shall be due and payable on ***. The first
*** payment is due *** following clinical acceptance. The parties agree
that the first *** fee paid to IMPAC pursuant to this Section 2.A. shall
be applied to the first *** of the individual US Oncology Site's term.
Installation of the initial *** shall start no later than ***


B. The initial Customer Deposit for each US Oncology ASP Site shall be ***,
which shall not be refundable until the *** of such site's term.
Thereafter such deposit may be refunded or be applied to the *** for the
US Oncology ASP Site.


3. Site Installation


A. IMPAC will assign a team that is responsible for the implementation and
training of IMPAC's Software Products and ASP Services at all US Oncology
ASP sites. IMPAC will provide a dedicated US Oncology implementation
coordinator. Incremental IMPAC personnel will be assigned as the number
of US Oncology ASP sites increases.


B. US Oncology's *** will consist of *** US Oncology sites. Once the *** is
using the IMPAC software clinically to treat patients using record and
verify the ***.


1. Acceptance of the initial implementation of the *** shall be subject
to the following: The parties agree that IMPAC shall present a test
certification for signature to US Oncology which will formally
document the acceptance and shall represent the objective testing
results. US Oncology shall sign such documentation acknowledging
acceptance within *** after first clinical use *** and within *** for
all subsequent US Oncology ASP Sites. "First clinical use" shall be
applicable to the initial implementation of each of the IMPAC
Software Products and the ASP service set forth on the cover page
applicable to the US Oncology ASP Site. Subsequent licenses of new
IMPAC Software Products by ***, will be subject to the standard
Acceptance provision in Section 3.3 of the Standard Terms and
Conditions. First clinical use is defined as the first use of the
IMPAC Software Product using live patient data.


2. Acceptance as applied to all other US Oncology ASP Sites will be
subject to Section 3.3 of the Standard Terms and Conditions.


C. US Oncology will use commercially reasonable efforts to install ***
US Oncology ASP Sites during the term of this ASP Agreement.


1. IMPAC requires that a minimum of *** sites be installed within *** of
the *** being accepted and going clinical.


2. Failure to reach *** in such time frame may result in an increased
*** fee.


3. All existing IMPAC Multi-ACCESS sites that convert from the LAN/WAN
model to the ASP model will count ***.


4. Prior to converting an existing IMPAC Multi-ACCESS site to an ASP
site, IMPAC and US Oncology will determine what interface work and
training is needed. Prior to installation, the *** fee for the
site/cluster will be adjusted to reflect the required level of
effort.


D. If the number of installations is not completed during the time period
established above because of actions attributable to IMPAC, then ***. In
the alternative, if the number of installations is not completed during
the time period established above because of actions attributable to US
Oncology, IMPAC and US Oncology will renegotiate the *** fee.


*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.


E. The ASP model, as described in Exhibit B, will be implemented for all
sites at time of the scheduled initial installation, even if MLC and IMRT
capability are not available at the individual US Oncology ASP Site. Once
such an installed ASP site acquires such MLC and/or IMRT capability,
IMPAC will complete the installation of its oncology management system
***.


F. IMPAC will arrange to install the necessary network cabling and hardware
and to provide support for the entire network (as described in Exhibit C)
at all existing US Oncology sites that convert to the ASP model as part
of the *** fee.


1. US Oncology will take full responsibility for the installation of the
network cabling at all newly constructed US Oncology ASP Sites.


2. US Oncology agrees that the IMPAC oncology management system will
reside on its own network with no other applications unless expressly
approved by IMPAC.


4. Training:
A. Initial Training


1. Initial installation and training for a US Oncology ASP Site for the
IMPAC Software Products and the ASP services will consist of *** on
site during normal business hours on consecutive weekdays by IMPAC
personnel.


B. Web-Based Training


1. IMPAC will offer quarterly web-based education classes ***. IMPAC
and US Oncology shall develop a mutually agreed upon calendar and
curriculum for such classes.


C. Custom Training at IMPAC


1. IMPAC agrees that during the term of the ASP Agreement it will
provide US Oncology with a custom training class on specific IMPAC
Software Products as agreed by the parties to take place at either
IMPAC's Mountain View, CA, Henderson, NV or Cambridge, MA office on a
mutually agreed upon date, with at least *** advance notice, for ***
US Oncology staff members for *** during normal business hours. US
Oncology shall be responsible for the cost of transportation,
lodging, meals and/or other expenses of its staff incurred in
attending the custom training class.


D. Custom Training at US Oncology


1. IMPAC agrees that during the term of the ASP Agreement it will
provide US Oncology with a custom training class on specific IMPAC
Software Products as agreed by the parties to take place at a US
Oncology site for *** during normal business hours, with *** advance
notice. IMPAC and US Oncology shall develop a mutually agreed upon
date, time and curriculum for such custom training class.


E. Additional On-Site Support


1. Additional on-site support after the initial installation is
available at the then current rates.


5. Strategic Program Management:


A. IMPAC agrees to meet *** with the US Oncology Radiation Service Directors
in order to discuss outstanding IMPAC Software Product and ASP service
issues, IMPAC Software Product development, and any other topics of
interest relevant to US Oncology's relationship with IMPAC. ***. Each
organization shall be responsible for the cost of transportation,
lodging, meals and/or other expenses of its staff incurred in attending
the meetings.


B. IMPAC agrees that its Vice President of Sales and National Accounts
Manager shall meet with US Oncology Management *** at the US Oncology
Corporate Offices in Houston, TX to review business plans and assess
progress towards US Oncology's oncology management information system
goals.


*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.


C. IMPAC Client Services agrees to coordinate *** implementation status
conference with US Oncology in order to review the status of
sites/clusters currently in the implementation process and those planned
to begin implementation in the near future.


6. Third Party Manufacturer's Interface Pricing


A. Required third party manufacturer's interfaces for linear accelerators
and simulators may be purchased either through IMPAC or from the
manufacturer directly. A 100% deposit for such interfaces shall be due
with the signed License and ASP Service Agreement. IMPAC's current fees
for these interfaces follows, any increases in price will be passed on to
US Oncology:


1. Varian EXCI Factory Installed (EX Series) $***
2. Varian EXCI Field Installed (EX Series) $***
3. Varian CSSI Factory Installed (C-Series) $***
4. Varian CSSI Field Installed (C-Series) $***
5. Varian CCX Field Installed (Non-C-Series) $***
6. Varian ECI Factory Installed (Ximatron) $***
7. Varian ECI Field Installed (Ximatron) $***


7. Term: This ASP Agreement expires five (5) years from the date first signed
below ("Effective Date").


A. Each US Oncology ASP Site will have a *** term from the date of
commencement of the ASP Service to the individual site.


B. During *** of this ASP Agreement, IMPAC and US Oncology shall negotiate
the terms for years 6 and beyond. The following options will be
available:


1. If a cluster of sites decides to remain on the ASP Service then they
will continue to pay a mutually agreed upon *** fee that will include
the services listed on Exhibit B and a *** fee for the IMPAC
Software.


2. If a US Oncology site or cluster of sites decides to transfer their
database from the ASP model to a LAN/WAN model then there will be
fees for the transfer of the database, the file server and software
installation, and reconfiguration of the network. Additional training
will be available at the then current prices.


8. Hardware Support


A. IMPAC will remotely trouble shoot US Oncology ASP Site hardware (limited
to hardware listed in Exhibit C) problems through IMPAC's Client Services
Support Desk with assistance from the individual US Oncology ASP Site to
determine the origin of the problem.


1. If the problem is determined to be software related, IMPAC will
undertake its obligations under Section 5.1.1. of the Standard Terms
& Conditions.


2. If the problem is determined to be with the hardware and can not be
repaired remotely, then


a. IMPAC will ship a replacement to the site within ***, standard
shipping, *** to the US Oncology ASP Site.


i.In the event that the defective hardware is the PC attached
to the linac, IMPAC will have an alternate PC, *** ready to
replace the defective hardware.***. IMPAC will ship a
replacement for the alternate PC within ***.


b. the US Oncology ASP Site agrees to package and ship the
non-working hardware to the IMPAC Mountain View campus within
***.


3. IMPAC reserves the right to deliver repaired and/or equivalent
hardware as replacements for defective hardware.


4. In the event that IMPAC determines that an on-site visit is required
in order to support the US Oncology ASP Site hardware, *** will be
charged. IMPAC reserves the right to


*** Certain information on this page has been omitted and filed separately with
the Commission. onfidential treatment has been requested with respect to the
omitted portions.


designate a third party to handle any on-site hardware support issue.
IMPAC further reserves the right to charge *** for the on-site visit
if IMPAC determines that the hardware problem occurred as a result of
gross negligence or willful misconduct on the part of US Oncology
personnel.


9. Software Maintenance/Upgrade


A. IMPAC agrees that at time of the initial installation of the IMPAC
Products, each US Oncology ASP site will receive the most current
production version of the IMPAC Products set forth on Exhibit B. IMPAC
shall provide each US Oncology ASP cluster with upgrades of new releases
for the IMPAC Products as long as such cluster's *** fees are paid
current. Upgrades of the licensed IMPAC Products on the IMPAC servers
will be coordinated with the appointed representative for the respective
US Oncology ASP site/cluster.


B. Multi-ACCESS Help is updated with every release. Additionally, release
notes are distributed to describe new features and enhancements specific
to that release. Upon coordination of the software updates, IMPAC agrees
to provide each US Oncology ASP site an IMPAC software "Release Note"
detailing the new features and enhancements specific to that release.


Accepted at Mountain View, California:


US Oncology, Inc. IMPAC Medical Systems, Inc.


BY: /s/ William Herman BY: /s/ Joseph K. Jachinowski
--------------------------------- --------------------------
William Herman Joseph K. Jachinowski TITLE: VP & GM Cancer Center Svcs. President & CEO
--------------------------- DATE: 5/31/02 DATE: 6/3/02
----------------- ---------------


*** Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to
the omitted portions.


Exhibit A US Oncology Sites


------------------------------------------------------------------------------------------------------------------------------------
AZ CO Portland ugene WA OK NY NV ------------------------------------------------------------------------------------------------------------------------------------ Craycroft Aurora NCS Vancouver Williamette N Spokane Stillwater Amsterdam NROC East
(Twain) Green Valley Colorado Springs Rose Quarter S Spokane Oklahoma City Hefner Latham NROC Main Northwest Englewood McAlester Rexford NROC Siena St. Mary's Thornton Tulsa Hudson NROC West Yuma ------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
TOPA IL IN OH KS MN MO ------------------------------------------------------------------------------------------------------------------------------------ Sammons Plano Niles S Indy S Dayton Overland Park Maplewood Columbia Dallas SW Sherman Melrose Park Hancock Kirksville
---------------------------------------------------------------------------------------------------- Mesquite Tyler
------------------------------------------------------------------------------- Austin South Palestine TX FL MD SC
------------------------------------------------------------------------------- Brownsville Arlington San Marcos FCC Brooksville Carroll County Westminster Andrews Harlingen Edwards New Braunfels FCC New Port Richey Eastside McAllen Klabzuba North Austin FCC Cancer Institute Seneca Waco Abilene Austin Northwest FCC Brandon GHS Balcones Denton ACC MLK FCC St. Petersburg Beaumont El Paso East FCC Sun City Deke Slayton El Paso West FCC Zephyrhills Medical City Lewisville FCC Hyde Park Denison Midland Ft. Lauderdale Longview Odessa Orlando Paris Wichita Falls Jacksonville


Exhibit B
US Oncology, Inc.
IMPAC Software Product Package


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IMPAC Software Products Included: 4 Sites 5 Sites 6 Sites
------- ------- ------- -------------------------------------------------------------------------------- INFORM *** *** *** -------------------------------------------------------------------------------- Q *** *** *** -------------------------------------------------------------------------------- eCHART for Radiation Oncology *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- eVAL *** *** *** -------------------------------------------------------------------------------- SEQUENCER *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- ViewStation *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- Photos & Diagrams *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- METRIX *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- *** *** *** *** -------------------------------------------------------------------------------- *** *** *** *** --------------------------------------------------------------------------------


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Non IMPAC Products Included with Base System
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