8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):  January 23, 2006

FISCHER IMAGING CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	0-19386	36-2756787
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
12300 North Grant Street Denver, Colorado		80241
(Address of Principal Executive Offices)		(Zip Code)

(303) 452-6800

 (Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Certain statements contained in this Current Report on Form 8-K constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements include statements regarding our ability to satisfy service and warranty and product distribution obligations until the Kodak transition is complete, the expected benefits to Fischer of the arrangement with Kodak, the estimated amount and timing of severance payments to be paid to certain service personnel and the anticipated use of cash received from the sale of spare parts inventory to Kodak..  These statements involve a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from such forward-looking statements. The forward-looking statements contained herein are also subject to risk and uncertainties generally applicable to Fischer’s business, certain of which are described as “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2004.  Readers are cautioned to avoid placing undue reliance on such forward-looking statements, which speak only as of the date the statements are made.  It is recommended that our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q for the quarters ending March 31, 2005, June 30, 2005 and Sept. 30, 2005  be read together with this report to better understand our business, results of operations and financial condition.

Item 1.01 Entry Into a Material Definitive Agreement

On January 23, 2006, Fischer Imaging Corporation (“Fischer” or the “Company”) entered into an Intellectual Property License Agreement (the “License Agreement”) and Services Agreement ( the “Services Agreement, and together, the “Agreements”) with Eastman Kodak Company (“Kodak”).  These Agreements will allow Kodak to act as an authorized service provider and provide service and support to the world-wide installed base of Fischer’s mammography products, specifically the SenoScan® digital mammography and MammoTest® stereotactic breast biopsy systems (the “Service business”).  Fischer expects that these Agreements with Kodak will reduce Fischer’s obligations and costs with respect to the Service business.

As reported earlier, Fischer consummated the sale of its Mammography Assets (all intellectual property rights used in Fischer’s mammography business, including the SenoScan and MammoTest systems) to Hologic, Inc. on September 29, 2005 (“Hologic Sale”), and in that sale received a license from Kodak to use the Mammography Assets to the extent necessary to provide service and support on the installed base of SenoScan and MammoTest systems.  Fischer, with Hologic’s consent, granted Kodak a non-exclusive limited license to Kodak in the License Agreement, which continues for a term of five years..

Under the terms of the Services Agreement, Fischer has agreed to provide to Kodak certain licenses, deliverables, training and assistance to enable Kodak to service the installed SenoScan and MammoTest equipment under new service agreements that Kodak intends to offer to current owners of SenoScan and MammoTest systems.  The Services Agreement includes the following major provisions:

•Fischer will provide Kodak with its SenoScan and MammoTest customer list and make appropriate introductions of Kodak as an authorized service provider.  Kodak will contact customers to offer customers the ability to enter into new service contracts directly with Kodak and terminate their service agreements with Fischer with no penalty.

•Fischer will provide training classes to Kodak.  In addition, Fischer will reimburse Kodak $75,000 for out-of-pocket expenses related to training payable upon signing the Services Agreement.

•Fischer will provide three SenoScan and three MammoTest units free of charge for training purposes.

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•Fischer has agreed during the first 90 days of the Services Agreement to provide labor on a sub-contract basis to Kodak to enable the Service business to be transitioned to Kodak. Fischer will be paid $250 per hour with a minimum commitment of certain hours.  Hours over the minimum commitments will be reimbursed at $150 per hour.

•Fischer will provide service parts free of charge for all service performed through March 31, 2006 as of which all remaining spare parts inventory will be transferred to Kodak as an incentive to enter into the arrangement.  Kodak agrees to purchase certain critical parts in an amount up to $750,000 out of the remaining spare parts inventory.  A portion of the cash received will be used to arrange for customers in the United States with warranty periods remaining as of March 31, 2006 to receive a Kodak service agreement for the remaining warranty period and a portion of the cash received will be used to reimburse customers with pre-paid long-term service contracts.

•Fischer will reimburse Kodak for $60,000 of out-of-pocket expenses in order to implement the Services Agreement payable upon signing the Services Agreement;

•The Service Agreements continues for a term of five years unless terminated earlier in accordance with the License Agreement.

Kodak is also a customer of Fischer’s with respect to its radiology, electrophysiology, and surgical business, and sales to Kodak represented approximately 9% of Fisher’s consolidated revenue for the nine-months ended September 30, 2005 and 2004.

The foregoing is a summary description of the terms of the License Agreement and Services Agreement and by its nature is incomplete.  For further information regarding the terms and conditions of the arrangement, reference is made to the License Agreement and Services Agreement, which are filed as exhibits hereto and incorporated by reference herein.

In addition, the Company issued a press release on January 25, 2006 announcing the arrangement, which is filed as Exhibit 99.1 hereto.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information set forth in Item 1.01 of this Form 8-K is incorporated by reference into this Item 2.01 with respect to the terms and conditions of the Services Agreement .

Item 2.05 Costs Associated with Exit or Disposal Activities

Fischer expects to recognize a pre-tax restructuring charge related to cash severance payments directly related to those employees who have signed retention agreements to ensure the transition of the Kodak arrangement.  The retention payments are estimated to be $470,000 and will be recognized as expense over the period January through March, 2006.  The majority of the cash severance payments will be paid in the second quarter ending June 30, 2006.

Item 2.06 Material Impairments

As a result of the Kodak Services Agreement, management believes it may be required to increase its reserves for excess and obsolete inventories in the quarter ended December 31, 2005 but will complete this analysis and provide disclosure in its Annual Report filed on Form 10-K for the year ended December 31, 2005.

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As previously disclosed in Fischer’s Form 10-Q for the quarter ended September 30, 2005, management assessed the recoverability of its long-lived assets and intangibles, which included assumptions regarding estimated future cash flows and other factors, and estimated that the maximum amount of non-cash impairment charges related to fixed assets and intangible assets would be $1.4 million and $1.0 million, respectively.  Management believes that these estimates are still valid and Fischer’s management will finalize its analysis of what, if any, assets may be impaired as a result of the Kodak Service Agreement as part of its Form 10-K.

ITEM 9.01    Financial Statements and Exhibits

(c) Exhibits.

The following Exhibits are filed as part of this report:

EXHIBIT NO.	DESCRIPTION
10.1	Intellectual Property License Agreement dated January 23, 2006 issued by Fischer to Kodak and approved and accepted by Hologic, Inc.
10.2	Services Agreement dated January 23, 2006 by and between Fischer and Kodak
99.1	Press Release issued by Fischer on January 25, 2006.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FISCHER IMAGING CORPORATION
Date:  January 27, 2006	By:	/s/ Steven Durnil
	Steven Durnil
	President and CEO

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EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
10.1	Intellectual Property License Agreement dated January 23, 2006 issued by Fischer to Kodak and approved and accepted by Hologic, Inc.
10.2	Services Agreement dated January 23, 2006 by and between Fischer and Kodak
99.1	Press Release issued by Fischer on January 25, 2006.

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EX-10.1

Exhibit 10.1

INTELLECTUAL PROPERTY LICENSE AGREEMENT

MammoTest and SenoScan Equipment Service

This License Agreement (“License Agreement”) is entered into and made effective on this 23^rd day of January, 2006 (the “Effective Date”), by and between:

Fischer Imaging Corp., a Delaware corporation, having a principle place of business at 12300 North Grant Street, Denver, Colorado 80241 (“Fischer”), and

Eastman Kodak Company, a New Jersey corporation, having a principle place of business at 343 State Street, Rochester, New York 14650 (“Kodak”).

WHEREAS, Fischer provides warranty and maintenance services with respect to certain mammography Equipment, as defined in Section 1.4 herein, that has been manufactured and marketed by Fischer;

WHEREAS, concurrently with the execution of this License Agreement, Kodak and Fischer have entered into a separate Services Agreement under which Fischer has agreed to provide to Kodak certain licenses, deliverables, training and assistance to enable Kodak to Service, as defined in Section 1.15 herein, the Equipment under new service agreements that Kodak intends to offer to current owners of the Equipment; and

WHEREAS, Service of the Equipment will require the use of Intellectual Property that Fischer sold and assigned to Hologic Inc. (“Hologic”) in an agreement, under which a right was granted or reserved to Fischer to grant sub-licenses under such Intellectual Property for the purpose of providing such Services; and

WHEREAS, Fischer desires to grant to Kodak, and Kodak desires to receive from Fischer, a license to such Intellectual Property for purposes of providing such Services in accordance with the terms and condition of this License Agreement.

NOW THEREFORE, in consideration of the mutual promises herein set forth, the parties agree as follows:

1.DEFINITIONS

1.1           “Affiliate” means any company or other legal entity that is directly or indirectly controlled by another company or other legal entity. Control means the ability to direct the policy or operations of an entity, directly or indirectly, and shall be presumed in the case of the possession of more than fifty percent (50%) of the voting stock of the controlled entity or the possession of the maximum ownership permitted by operation of local laws or regulations governing such entity.

1.2           “Consumables” means disposable materials or Parts that are used with the Equipment once during the course of a procedure and discarded thereafter

1.3           “Deliverables” means the items, materials and information identified in Exhibit B attached hereto and made part hereof.

1.4           “Equipment” means all mammography equipment that was sold or distributed by Fischer under the brand names “MammoTest” and “SenoScan” prior to September 29, 2005, or that was/is sold or distributed by Fischer thereafter with the written approval of Hologic.

1.5           “Hologic IP” means the Intellectual Property relating to the Equipment and Licensed Software that was sold and assigned by Fischer to Hologic under the Hologic IP Agreement, including modifications and additions thereto made by Fischer as permitted by and in accordance with the Hologic IP Agreement after closing of the Hologic IP Agreement.  The Hologic IP includes, but is not limited to the Patents identified in Exhibit A attached hereto and made a part hereof and the Deliverables identified in Exhibit B.  The Hologic IP shall not include any modifications and additions made by Hologic to the Intellectual Property relating to the Equipment and Licensed Software.

1.6           “Hologic IP Agreement” means the agreement(s) between Fischer and Hologic dated June 22, 2005, under which Fischer sold and assigned to Hologic the Hologic IP, including the right to manufacture, use, distribute and service the Equipment and Licensed Software, and under which, Fischer retained or was granted a license and right to grant sub-licenses to use the Hologic IP to perform Services for the Equipment.

1.7           “Intellectual Property” or “IP” means intellectual property rights including Patents, mask rights, copyrights, proprietary know-how, trademarks and trade names.

1.8           “Licensed Software” means software used for service or operation of the Equipment in object code form and source code form, and related documentation.

1.9           “Licensed Territory,” means all countries throughout the world, but excluding Mexico.

1.10         “Manuals” means manuals that are used or provided by Fischer in connection with installation, service or operation of the Equipment, and related documentation.

1.11         “Parts” means spare parts for the Equipment, including purchased Parts and Parts that are custom made for the Equipment (“Custom Parts”).  Parts include, but are not limited to, Consumables and the Parts listed under Parts Information in Exhibit B with the Custom Parts identified separately

1.12         “Patent” means all forms of proprietary right granted by the U.S. or any foreign government with respect to a design or invention, including patents, patent applications and certificates of addition, utility models and enforceable patent applications, as well as divisions, reissues, continuations, renewals and extensions of the foregoing.

1.13         “Permitted Upgrades” mean (i) any Upgrade, the provision of which does not result, directly or indirectly, in any remuneration or payment to Fischer, Kodak or any Affiliate of Kodak, (ii) any Upgrade which Kodak reasonably determines to be necessary to ensure the safe operation of any Equipment in accordance with applicable health and safety standards, (iii)

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any Upgrade which corrects any identified bugs in the Licensed Software, provided that any such software bug fix merely corrects a problem and does not provide additional functionality or significant feature enhancements to such Equipment, (iv) any Upgrade which improves serviceability or service diagnostics of Licensed Software, provided that any such Upgrade does not provide any new operational functionality or significant feature enhancements to such Equipment, (v) with respect to Fischer’s MammoTest product line, the sale and installation of replacement cameras and other spare parts comprising Fischer’s MammoTest products that are primarily designed to improve the image quality, cost effectiveness and/or reliability of such products which may result from Fischer’s sustaining engineering activities after the date hereof but which do not result from any product development activities performed by Fischer after September 29, 2005, (vi) with respect to Fischer’s SenoScan product line, the sale or transfer of any spare parts which may result from Fischer’s sustaining engineering activities after the date hereof but which do not result from any product development activities performed by Fischer after September 29, 2005, (vii) with respect to the Fischer’s SenoScan product line, until June 30, 2006, any Upgrades which are required to be performed by Fischer to the SenoScan Upgrade Contract as set forth on Schedule 2.10(j) of the Hologic IP Agreement as such contracts were in effect on June 22, 2005, (viii) with respect to Fischer’s SenoScan product line, the sale and installation to any of Fischer’s installed customer base existing as of September 29, 2005 of the Senoview (the Fischer Imaging workstation) or Cedara radiologist review workstations on any SenoScan products sold prior to September 29, 2005, and (ix) any other upgrade expressly consented to in writing by Hologic, which consent may be granted or denied in Hologic’s sole and absolute discretion.

1.14         “Revision(s)” means any alteration to the Licensed Software that improves serviceability and diagnostics of Licensed Software or corrects an imperfection or deficiency or bug in the Licensed Software, provided such alteration does not add any new operational functionality or significant feature enhancement to the Licensed Software, and any alteration to the Manuals to the extent necessary to reflect Revisions to the Licensed Software or authorized changes to the Equipment made in the course of performing Services under this Agreement.  Revisions shall specifically exclude any Upgrade other than Permitted Upgrades.

1.15         “Service(s)” means repair and maintenance of the Equipment and Licensed Software.  Such Services shall include testing, diagnosing, and repairing defects or malfunctions in such installed Equipment, making the Equipment conform with its specifications and regulatory requirements, or as needed if Kodak reasonably determines that Services are necessary to ensure the safe operation of the Equipment in whole or in part in accordance with applicable health and safety standards.  Services also include correcting any identified bugs or defects in the Licensed Software.  Services shall specifically exclude the right to perform any Upgrades other than Permitted Upgrades.

1.16         “Transfer Date” means the date, which is three (3) calendar months following the Effective Date hereof.

1.17         “Transition Period” means the three (3) month period between the Effective Date and the Transfer Date.

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1.18         “Upgrade” means any alteration, upgrade, improvement, modification, adaptation or feature enhancement to any Equipment or the Licensed Software.

2.LICENSE RIGHTS

2.1Grant.  Fischer hereby grants to Kodak and its Affiliates a royalty free, paid-up license under the Hologic IP (without the right to grant sub-licenses thereunder) only to the extent necessary to perform Services on Equipment in the Licensed Territory.  This license includes and is limited to:

(a)           the right to perform Services on the Equipment;

(b)           the right to use and operate the Equipment;

(c)           the right to use, copy, and make Revisions to the Licensed Software, and to install and distribute the Licensed Software and the Revisions made thereto for use on the Equipment in the course of performing Services;

(d)           the right to use, copy, and make Revisions to the Manuals and to distribute those Manuals intended for customers, and the Revisions made thereto for use in the operation and Servicing of the Equipment;

(e)           the right to make, have made use, sell and distribute Parts and Consumables,

(f)            the right to provide service training to end customers that have purchased Equipment directly or indirectly from Fisher, and

(g)           the right to perform Permitted Upgrades.

Except as expressly provided in this License Agreement, neither Kodak nor its Affiliates may modify, translate, reverse engineer, decompile, disassemble, re-engineer or create derivative works based on the Licensed Software nor may Kodak or its Affiliates use any item of Hologic Confidential Information as defined in Section 4.1, to perform any product development activities.

2.2           Sub-License. Kodak and Fischer each hereby acknowledges that (i) this License Agreement constitutes a sub-license by Fischer entered into pursuant to Section 5A of the Hologic IP Agreement; and (ii) the license granted to Kodak hereunder is a sublicense expressly limited to and by the express terms of the license granted by Hologic to Fischer pursuant to Section 5A.1(a)(iii) and (iv) of the Hologic IP Agreement and does not grant to Kodak any rights other than those set forth in Section 5A.1(a)(iii) and (iv) of the Hologic IP Agreement unless otherwise expressly set forth herein.

2.3           Service Contract Renewals.  Fischer hereby agrees that it will not attempt to renew the service contract of any current customer of Fischer who receives Service from Kodak

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after the date of this Agreement unless such customer has first refused to enter into a new Service contract with Kodak.  With respect to any of Fischer’s Service customers that do not enter into a new Service contract with Kodak, Fischer retains the right to continue to Service such customers, or to contract out the Service obligations to another party.  For so long as Fischer continues to perform Services or to have warranty or maintenance obligations with respect to the Equipment, Fischer retains for itself the right and license to use and exercise the Hologic IP to Service the Equipment concurrently with Kodak.  Nothing herein limits or restricts Hologic’s own right to use, exercise, transfer, license, or further sublicense the Hologic IP; including, without limitation, the right to provide service, with respect to the Equipment, to any customer of Fischer, Kodak or any other party.

2.4Restrictions and Limitations.

(a)           Kodak and its Affiliates shall not remove, alter or obscure any copyright, trademark or other proprietary notice or marking on or within the Equipment, Licensed Software or Manuals.

(b)           All rights and licenses not expressly set forth in this License Agreement are reserved by Fischer and Hologic.  Kodak and its Affiliates shall use the Hologic IP only as expressly permitted herein in order to perform the Services.

(c)           Fischer reserves all of its rights and licenses to the Hologic IP within Mexico.  All references in this License Agreement to the license granted to Kodak and its Affiliates exclude the right to use or exercise the Hologic IP in Mexico, or to provide Services on Equipment installed in Mexico.

2.5No Implied Licenses.  Nothing in this License Agreement shall be construed as granting Kodak or its Affiliates, or any customer of Kodak, any right or license under any Intellectual Property right of Fischer or Hologic by implication, estoppel or otherwise, except as expressly set forth in this License Agreement.  Hologic retains sole and exclusive ownership of the Hologic IP.

2.6Records & Audits.  Kodak shall, and shall cause its Affiliates to, keep and maintain complete and accurate records relating to the performance of Services hereunder in sufficient detail to enable Fischer and/or Hologic to confirm their compliance with the scope and restrictions of the license rights granted under this Section 2.  Such records shall include, but not be limited to copies of all correspondence with Fisher incorporating Hologic Confidential Information or relating to the transfer of Hologic Confidential Information.  Kodak and its Affiliates also shall maintain a record of all third parties to whom Kodak provides Hologic Confidential Information, and a copy of the confidentiality agreement with each such third party covering such disclosure.  Each such record shall be maintained by Kodak and its Affiliates for a period of three (3) after its creation.  Such records of Kodak and its Affiliates may be audited from time to time, but not more than once in each calendar year, by an independent certified public accountant appointed by Fisher or Hologic and reasonably acceptable to Kodak, to the extent necessary to verify such compliance.  All such audits shall be conducted following reasonable prior written notice and the auditors shall comply with normal safety and security

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procedures of Kodak and its Affiliates, and shall agree in writing to treat all information furnished by Kodak and its Affiliate in the course of such audit as confidential to Kodak and its Affiliates.  Such inspection shall be undertaken at the expense of the party requesting the audit.

3.DELIVERY

3.1           Promptly upon execution of this License Agreement by both parties, Fischer shall deliver to Kodak the Deliverables identified in Exhibit B to the extent not previously provided to Kodak.

4.CONFIDENTIALITY

4.1Any information relating to Services or Equipment that is provided to Kodak hereunder in documented form, including but not limited to Licensed Software and Parts Drawings, shall be treated as confidential information of Hologic (“Hologic Confidential Information “) under this License Agreement.  Except as expressly permitted herein, Kodak shall not disclose, provide or otherwise make available any item of the Hologic Confidential Information, in whole or in part, to any third party.  Kodak shall use all reasonable efforts and exert a reasonable degree of care to protect the Hologic Confidential Information, and shall provide such information only to employees, agents and contractors of Kodak and its Affiliates on a need-to-know basis who have entered into agreements to protect confidential information received in the course of work for Kodak or its Affiliates on terms at least as protective as the provisions of this Section. Any breach of the provisions of this Section 4.1 by Kodak’s or its Affiliates’ employees, agents, or contractors, shall be deemed to be a breach by Kodak itself.  Kodak agrees to protect the Hologic Confidential Information with the same standard of care and procedures, but in no event less than a reasonable standard of care, which it uses to protect its own trade secrets and proprietary information of similar nature.

4.2The obligations of Kodak and its Affiliates under this Section 4 with regard to the Hologic Confidential Information shall remain in effect for so long as the Hologic Confidential Information remains confidential. Notwithstanding the foregoing, Kodak and its Affiliates shall have no obligation hereunder with respect to any information which Kodak can demonstrate:

(a)           is publicly disclosed and generally available through no wrongful act of Kodak, Fischer or its Affiliates;

(b)           is rightfully received from a third party without restriction and without breach of this License Agreement;

(c)           was already known to Kodak or its Affiliates without obligation of confidentiality prior to its disclosure by Fischer hereunder; or

(d)           is independently developed by personnel of Kodak or its Affiliates without access to, or reliance on, Hologic Confidential Information, and without breach of this License Agreement.

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4.3           Upon termination of this License Agreement, Kodak shall destroy or return to Fischer or Hologic the Licensed Software and Parts Drawings provided hereunder and any other Hologic Confidential Information provided to Kodak hereunder that is identified or labeled as the confidential or proprietary information of Hologic then in Kodak’s or its Affiliates’ possession or under their control, and certify such destruction or complete return to Fischer.

5.WARRANTIES AND INDEMNIFICATION

5.1           Hologic IP.  Fischer represents and warrants that it entered into the Hologic IP Agreement with Hologic, and that Fischer has the right under that agreement or has subsequently secured the right to grant to Kodak the licenses and rights granted under this License Agreement subject to the limitations and restrictions set forth herein.  Fischer represents and warrants that Hologic has consented to its entry into this Agreement and to the delivery of the six complete Equipment units to Kodak, each of which shall be used only for Kodak’s internal training and support purposes and which may not be sold, transferred or otherwise disposed of in whole or in part to a third party.

5.2           Each party represents and warrants to the other that it has the authority and rights necessary to enter into this License Agreement and to grant the licenses and rights and perform the obligations contemplated herein.

5.3           EXCEPT AS EXPRESSLY STATED IN SECTION 5.1 AND 5.2, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY HEREUNDER.  EACH PARTY DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF ACCURACY, COMPLETENESS OR EFFICACY OF THE HOLOGIC IP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

5.4           Fischer shall defend, indemnify, and hold Kodak, its Affiliates, and their respective agents, officers, employees, directors, and shareholders harmless from and against any and all costs, liabilities, penalties, losses, and reasonable attorneys’ fees and costs (collectively, “Losses”) occurring on or after the Effective Date, arising from Fischer’s breach of this License Agreement, and from any infringement of Intellectual Property or violation of other third party rights in the course of Kodak providing Services hereunder to the extent such infringement or violation is attributable to the use of unmodified Hologic IP as authorized under this License Agreement in such performance of Services.

5.5           Fischer shall defend, indemnify, and hold Kodak, its affiliates, and their respective agents, officers, employees, directors, and shareholders harmless from and against any and all Losses arising from any claim by Hologic that Fischer has breached the license terms under the Hologic IP Agreement, and any breach of Fischer’s representations and warranties made to Kodak in this License Agreement.

5.6           Kodak shall defend, indemnify, and hold Fischer, its Affiliates, and licensors (including Hologic), and their respective agents, officers, employees, directors, and shareholders harmless from and against any and all Losses from claims arising from Kodak’s breach of this License Agreement or based on intellectual property infringement to the extent attributable to

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Revisions and redesigns of Equipment or Parts made or commissioned by Kodak, and for injury or death of any person or persons, including employees of Kodak or its Affiliates, or for loss of or damage to any property arising out of or in any way relating to performance of Services by Kodak or its Affiliates or their use of the Hologic IP under this Agreement, whether or not arising in tort or occasioned by the negligence of Kodak or its Affiliates.

5.7           Kodak agrees that its breach of any restrictions or limitations in Section 2 herein or its breach of its obligations of confidentiality under Section 4.1 herein could cause irreparable harm to Fischer and/or Hologic, that Fischer and Hologic’s remedies at law in the event of such breach may be inadequate, and that, accordingly, in the event of such breach, a restraining order or injunction or both may be issued against Kodak and/or any of the subsidiaries, in addition to any other rights and remedies that are available to Fischer and Hologic.

6.TERM

6.1           Term.  This License Agreement shall commence on the Effective Date first above written and shall continue until terminated in accordance with Section 6.2.

6.2           Termination.  This License Agreement shall expire on its own terms at such time when Kodak is no longer party to or bound under any Service contracts for the Equipment.  Either party may terminate this License Agreement and any other agreement entered into between the parties, in the event of a material breach by the other of this License Agreement or of any other agreement between the parties hereto, which material breach remains uncured for a period of thirty (30) days following receipt of notice of breach.  Licenses granted hereunder shall not survive termination of this License Agreement.  Fischer may terminate this License Agreement immediately by written notice to Kodak in the event of Kodak’s gross negligence or intentional misconduct under this License Agreement.  Hologic shall be a third party beneficiary entitled to enforce Kodak’s compliance with this License Agreement, and Hologic shall have the right to terminate this Agreement (i) upon notice to Kodak in the event of a material breach by Kodak of this License Agreement, which material breach remains uncured for a period of thirty (30) days following receipt of notice of breach whether such notice of breach was delivered by Fischer or Hologic, and (ii) immediately upon written notice to Kodak in the event of Kodak’s gross negligence or intentional misconduct under this License Agreement.

6.3           Consequence of Termination.  Upon expiration or termination of this License Agreement, the right to use the Hologic IP hereunder shall immediately terminate, and Kodak shall deliver to Hologic or destroy the Hologic IP provided to Kodak hereunder that comprise Hologic Confidential Information, and shall notify Fischer in writing of such destruction.

7.GENERAL

7.1           Notices. Notices, statements and other communication required or permitted under this License Agreement shall be given in writing and delivered by hand, by receipted

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overnight courier service or by United States Postal Service, certified or registered mail, postage prepaid, return receipt requested, or by facsimile to the following addresses:

If to Fischer, to:	Fischer Imaging Corporation
	12300 North Grant Street
	Denver, Colorado 80241
	Attn: Steven L. Durnil
	Fax No.: 303-252-4256
with a copy to:	Davis Graham & Stubbs LLP
	1550 17th Street, Suite 500
	Denver, Colorado 80202
	Attn: Ronald R. Levine, II, Esq.
	Fax No.: 303-893-1379
with a copy to:	Hologic, Inc.
	35 Crosby Drive
	Bedford, MA 01730-1401
	Attn: Robert Cascella
	Fax No.: 781-276-0580
with a copy to:	Brown Rudnick Berlack Israels LLP
	One Financial Center
	Boston, MA 02111
	Attn: Philip J. Flink, Esq.
	Fax No.: 617-526-5000
If to Kodak, to:	Eastman Kodak Company
	343 State Street
	Rochester, New York 14650-0211
	Attn: Director, Corporate Commercial Affairs
	Fax No.: 585-724-9563
with a copy to:	Eastman Kodak Company
	4915 Hallstead Way
	Tampa, Fl 33647
	Attn: Director, Multi-Vendor Equipment Services
	Fax No.: 813-910-8263

7.2           Governing Law.This License Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado without giving effect to its conflicts of law principles.

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7.3           Amendment. No amendment or modification of the terms of this License Agreement shall be binding on either party unless reduced to writing and signed by an authorized officer of the party to be bound.

7.4           Waiver.No failure or delay on the part of a party in exercising any right hereunder will operate as a waiver of, or impair, any such right. No single or partial exercise of any such right will preclude any other or further exercise thereof or the exercise of any other right. No waiver of any such right will be deemed a waiver of any other right hereunder.

7.5           Independent Contractors.  The parties hereto are independent contractors, and not joint ventures or partners.  Neither party is authorized to make any representation or warranty on behalf of the other, or to purport to be an agent of the other, or to attempt to bind the other to any contract, liability or other obligation.

7.6           Entire Agreement.This License Agreement, the Services Agreement of even date herewith, and the nondisclosure agreement between the parties constitute the entire agreement between the parties hereto respecting the subject matter hereof, and supersede and terminate all prior understandings respecting the subject matter hereof, whether written or oral.  This License Agreement may be amended by an instrument in writing executed by both parties hereto, subject to Hologic’s prior approval which shall not be unreasonably withheld.

7.7           Attorneys’ Fees.In the event that any action or proceeding is brought by either party for the enforcement or interpretation of this License Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the non-prevailing party, in addition to any other remedy obtained, the prevailing party’s reasonable attorneys’ fees and costs incurred in connection therewith.

7.8           Assignment.Neither party may assign this License Agreement, in whole or in part, without the prior written approval of the other, except that Kodak may assign this License Agreement without approval to a third party that acquires substantially the entire business of Kodak to which this License Agreement relates.  To the extent Kodak is authorized to assign all or a portion of this License Agreement, it shall remain responsible under this License Agreement for the acts and omissions of its assignees.

7.9           Counterparts and Facsimiles.  This License Agreement may be executed in one or more counterparts, each of which will be deemed to be an original.  Facsimile signatures constitute original signatures for purposes of the execution of this License Agreement.

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IN WITNESS WHEREOF, the parties have entered into this License Agreement as of the Effective Date.

Understood and agreed:		Understood and agreed:
FISCHER IMAGING CORP.		EASTMAN KODAK COMPANY
By:	/s/ Steven Durnil	By:	/s/ Kevin Hobert
Title:	President and CEO	Title:	President of the Health Group
Approved and Accepted:
HOLOGIC, INC.
By:	/s/ Robert Cascella
Its:	President and COO

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Kodak / Fischer License Agreement

Dated January 23, 2006

EXHIBIT A

HOLOGIC PATENTS

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Kodak / Fischer License Agreement

Dated January 23, 2006

EXHIBIT B

Deliverables

Parts Information: a list of the Parts; service history of the Parts; Parts failure data; current inventory; identity of suppliers of purchased Parts; and current prices for purchased Parts.

Parts Drawings: design and manufacturing drawingsof the Parts, including manufacturing design specifications and tolerances; and any tools and molds in Fischer’s possession for making the Parts.

Licensed Software: copies ofthe latest release of any software, in source code and executable versions, that is used for service or operation of the Equipment, including databases and related technical documentation.

Manuals: copies ofService manuals (including wiring diagrams and theory guides), installation manuals and user manuals for the Equipment in electronic and hardcopy form.

Vendor lists, customer lists

All of the above constitute Hologic Confidential Information

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EX-10.2

Exhibit 10.2

CONFIDENTIAL

AGREEMENT

This Agreement is made as of the 23rd day of January 2006 (the “Effective Date”), between Eastman Kodak Company, having its principal office at 343 State St., Rochester, N.Y. 14650 (“Kodak”) and Fischer Imaging Corporation, having its principal office at 12300 North Grant St., Denver, Co. 80241 (“Fischer”).  Fischer and Kodak desire to enter into this Agreement, by which Fischer desires to develop worldwide external service capabilities, both for service delivery and parts supply, for their Mammotest and SenoScan product lines  (the “Product” or “Products”).Having an alternative service provider who can satisfy the needs of Fischer’s customers is important to Fischer as it is considering exiting it’s service business. Therefore, Fischer desires to enable Kodak’s service organization to provide these services and Kodak is willing to provide these services as described herein pursuant to the terms and conditions described herein.

TERM.  This Agreement shall be effective on the date hereof and shall continue in effect for a period of 5 years (60 months) unless terminated earlier in accordance with this Agreement.

Terms and Conditions of Agreement

1.FISCHER RESPONSIBILITIES

A. Training

i.	Fischer will provide Kodak with 12 training classes, 6 for each of the Products. Upon reasonable prior notice to Fischer, Kodak may elect to have one of each of the classes held in Europe.
ii.	The training schedule, including program duration, is set forth in Schedule I.
iii.	Each class shall be limited to 6 Kodak employees.
iv.	Each class will cover either the Mammotest or the SenoScan products.
v.	Each Kodak technician attending the class will be trained on, the theory of operation for the applicable Product, and the detailed repair and maintenance requirements for each Product.
vi.	Fischer will be responsible for all of Fischer’s costs associated with or arising from its provision of the training classes. Moreover, Fischer will provide all of the training facilities, training equipment and trainers to support these classes.
vii.	Fischer recognizes that Kodak will incur various out of pocket expenses related to this training, and as an incentive for Kodak to participate in the training, will reimburse Kodak a flat fee of seventy five thousand dollars ($75,000) on the Effective Date.
viii.	Training and technical service manuals furnished to Kodak will be at least as complete and comprehensive as those furnished to Fischer’s technical service personnel, and at a minimum must include theory of operation (including software), electrical and mechanical schematics, preventive maintenance procedures and schedules, replacement part lists, and troubleshooting documentation.

B. Technical Support

Fischer will provide three units of Mammotest and three units of SenoScan equipment to Kodak, free of charge. These units will become Kodak property upon receipt. Schedule II sets forth the shipping schedule 

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and delivery location.  The units provided to Kodak will conform to the latest build configuration and will be shipped to the locations listed on Schedule II.  Hologic has consented to Fischer’s execution of this Agreement and to the delivery of the six units to Kodak, each of which shall be used only for Kodak’s internal training and support purposes and which may not be sold, transferred or otherwise disposed of in whole or in part to a third party.

C.  Communications

Fischer shall (a) prepare communications to the public and to the Fischer customer base, describing Kodak’s role as an authorized service provider, and (b) provide Kodak with an opportunity to review and approve the communications package prior to its distribution or publication. Upon execution of this Agreement and the Intellectual Property License Agreement (the “License Agreement”), Fischer will distribute the Kodak approved communications to Fischer’s Customer base.

The communications package shall include:

i.

Letters to each Fischer customer, supplier and vendor, explaining Kodak’s role as an authorized service provider. The letters to Fischer’s customers shall inform the customers that (i) Kodak will be contacting them with the opportunity for them to enter into a service agreement directly with Kodak, and if they wish to have Kodak provide service support, they will have to sign a separate agreement with Kodak which will set forth the specific terms and conditions of Kodak’s services; and (ii) if they choose to enter into the service agreement with Kodak, they will be released from their obligations under any existing Fischer Service contract without any penalty to the customer.

ii.

A press release, which shall explain Kodak’s role as an authorized service provider.

D.   Customer Base

Fischer shall provide Kodak with a list of its customer base and each customer’s primary point of contact for contracting and purchasing issues.  Fischer warrants and represents that it has the right to provide Kodak with such customer specific information.   Fischer shall indemnify, defend and hold Kodak harmless from any claim arising from or relating to an alleged breach by Fischer of any confidentiality obligations between Fischer and its customer.

Fischer agrees that Kodak may send a communication to the individuals/entities identified by Fischer and offer them the opportunity to sign a Kodak service contract.

E.    Cost/Miscellaneous Expenses Assistance

Kodak will encounter out of pocket expenses, (relating to, among other things, parts labeling and transfer cost, accounting expense, implementation expenses) in order to implement this agreement.  As an incentive for Kodak to provide the services referenced herein, on the effective date, Fischer shall pay Kodak sixty thousand dollars ($60,000) to cover these out of pocket expenses.

Fischer Representations

F.  In addition to any other representations contained herein,  Fischer represents that it is not aware of any significant issues with the service performance of the Products.  Any significant issues with the service performance of the products which have been disclosed to Kodak are set forth in Schedule V hereto. Fischer shall indemnify and hold Kodak harmless from any claims and / or damages resulting or arising from the breach of this representation.

 2.  INTELLECTUAL PROPERTY

Any and all obligations that Kodak undertakes in this agreement shall be contingent upon the execution of the License Agreement a copy of which is attached hereto as Schedule IV.   If no such agreement is executed, this agreement shall be deemed null and void and of no effect.

Fischer shall defend, indemnify, and hold Kodak, its Affiliates, and their respective agents, officers,

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employees, directors, and shareholders harmless from and against any and all costs, liabilities, penalties, losses, and reasonable attorneys’ fees and costs (collectively, “Losses”) occurring on or after the Effective Date, arising from Fischer’s breach of the parties’ License Agreement of even date herewith, and from any infringement of Intellectual Property or violation of other third party rights in the course of Kodak providing Services hereunder to the extent such infringement or violation is attributable to the use of unmodified Hologic IP as authorized under the License Agreement in such performance of Services.

3.  SUB-CONTRACTING RELATIONSHIP

Kodak will not be in a position to support customers on the Effective Date of this Agreement. Training of Kodak technicians and hiring of additional resources is estimated to take at least ninety (90) days. Therefore, during the first ninety (90) days after the Effective Date, Fischer will provide labor, on a sub-contracted basis, and parts to Kodak, as requested by Kodak. The 90 days support period may be reduced to a shorter timeframe, upon written agreement of both parties. If the time period is reduced the minimums listed below will be prorated. Both parties agree that any Field Engineering hours and/or travel hours provided by Kodak in any timeframe listed below will be deducted from the minimum direct and travel hours for the period involved.

i.Kodak will pay Fischer for labor requested and approved by Kodak in writing at a rate of two hundred and fifty dollars ($250) per hour, but in no event for less than the monthly minimum hours described below. That hourly rate includes direct labor and travel hours that are provided to Kodak customers as documented on Kodak approved and signed call reports. Kodak approved overtime hours provided by Fischer personnel will be billed at 1.5 times the above referenced hourly rate.

a.Every 30-calendar days, Fischer will provide Kodak with a summary invoice of the labor provided to Kodak customers.   The invoice will be audited by Kodak, and to the extent the invoice includes hours in addition to the minimum hours set forth below, such additional hours they will be added to the minimum amount set forth below and will be paid to Fischer as described below. Regardless of the hours invoiced, Kodak will authorize and will pay within 5 calendar days after receipt of the summary invoice the minimum number of service hours described below, and any additional approved hours.  All Kodak approved labor hours provided by Fischer to Kodak in excess of the minimums set forth below will be billed at a rate of one hundred and fifty dollars ($150) per hour, or 1.5 times that amount for overtime hours, if applicable.

 i.On the 35^th calendar day after the Effective Date, regardless of the number of hours actually invoiced, Kodak will pay to Fischer for a minimum of 775 direct labor and travel hours, provided Fischer has submitted a summary invoice of any labor provided by Fischer to Kodak customers, as requested and approved by Kodak.  Kodak must receive the summary invoice at least 5 calendar days prior to the payment authorization date.

ii.On the 70^th calendar day after the Effective Date, regardless of the number of hours actually invoiced, Kodak will pay to Fischer for a minimum of 625 direct labor and travel hours, provided Fischer has submitted a summary invoice of any labor provided by Fischer to Kodak customers, as requested and approved by Kodak.  Kodak must receive the summary invoice at least 5 calendar days prior to the payment authorization date.   On the 105^th business day after the Effective Date, regardless of the number of hours actually invoiced, Kodak will pay to Fischer for a minimum of 375 labor hours, provided Fischer has submitted a summary invoice of any labor provided by Fischer to Kodak customers, as requested and approved by Kodak.  Kodak must receive the summary invoice at least 5 calendar days prior to the payment authorization date.

b.Fischer will provide Kodak with any and all parts, free of charge, needed to provide support to Kodak’s customers, during this 90 day period.

c.On the Effective Date of this Agreement Kodak will invoice Customers who receive time & material service, parts and consumable sales.

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i.Kodak is responsible for putting place administrative procedures necessary to enable effective training of Fischer personnel to enable them to comply with Kodak terms and conditions to support Kodak invoicing.

4.  REPLACEMENT PARTS

In order to provide Fischer’s customers with an alternative parts supplier, Fischer has requested that Kodak offer replacement parts to customers that own Fischer Mammotest and SenoScan equipment. At the end of the 90 day period described in Section 3, in order to enable Kodak to provide this parts service, Fischer shall transfer their remaining service parts inventory to Kodak at no additional cost to Kodak, except that SenoScan detectors will be provided to Kodak at fair market value as set forth in Schedule III.. All parts provided will be free of all liens and encumbrances and Fischer will indemnify, defend and hold Kodak harmless from any and all claims arising from or relating to the parts, regardless of the nature of the claim, or the party bringing the claim.  All parts provided by Fischer to Kodak will be in new or equivalent to new condition and are subject to inspection before being accepted.  Attached hereto as Schedule III is an outline of the parts inventory to be transferred to Kodak and the anticipated transfer quantities. Kodak will setup these parts in its system, and either use them to provide service to users of the Products or offer them for sale to the customers, at prices to be determined by Kodak.  Fischer agrees to provide the balance of the spare parts inventory to Kodak by 03/31/06 date.

Kodak agrees, to the extent Kodak determines that it is commercially reasonable, or as otherwise limited herein, to continue to offer replacement parts to the users of the Products, even after the free inventory referenced above is depleted:

(a) As long as the parts remain available from suppliers and the business remains economically viable as solely determined by Kodak, and provided further that

(b) Kodak retains the right to declare product end of life and end of parts availability at its discretion without incurring any liability to Fischer or to Fischer’s customers.

5.KODAK RESPONSIBILITIES

Kodak will not assume any existing Fischer contracts.   Kodak will act as an authorized service provider from whom Fischer’s customers can purchase service contracts as specifically set forth in an agreement between Kodak and the customer.  Additionally, Kodak will act as a distributor of replacement parts for the parts referenced in Schedule III, in accordance with the obligations, restrictions and limitations set forth in Section 4 above.

6.TRADEMARKS

Fischer is not authorized to use or license others to use the Kodak Marks and has no rights of any kind whatsoever with respect to the Kodak Marks.

7.INDEMNITY

Fischer will indemnify, defend and hold Kodak harmless from any and all claims by any other party resulting directly or indirectly from Fischer’s equipment, acts, omissions, misrepresentations, or negligence, regardless of the form of action or arising from or relating to the Products or any Service of those Products by Fischer or Kodak.

Except for those matters for which Kodak must indemnify Fischer under subparagraph 5 below, Fischer will maintain all liability for any intellectual property infringement claims relating to the provision of services or the sale, distribution, use or purchase of any parts associated therewith.  Fischer shall indemnify, defend and

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hold Kodak harmless for any such claims.

Fischer shall retain all responsibility and liability for and indemnify, defend and hold Kodak harmless from any claims, which relate to:

1.Any matter involving the Fischer employees who provide assistance on behalf of Fischer during the 90 calendar day transition period, or any services rendered by these employees, except to the extent directly attributable to Kodak’s instructions;

2.Any breach of a Fischer service contract by Fischer;

3.Any claims relating to the sale or delivery of parts by Fischer (which includes any failure to sell or deliver those parts), or by Kodak, to the extent such claims against Kodak relate to defects in the parts sold or delivered by Kodak which were originally provided to Kodak by Fischer; and/or;

4.Any disputes between Fischer’s and it’s vendors, suppliers and/or customers.

5.Kodak shall defend, indemnify, and hold Fischer, its Affiliates, and licensors (including Hologic), and their respective agents, officers, employees, directors, and shareholders harmless from and against any and all Losses from claims arising from Kodak’s Revisions and redesigns of Equipment or Parts made or commissioned by Kodak, and for injury or death of any person or persons, including employees of Kodak or its Affiliates, or for any breach of contract by Kodak, or for loss of or damage to any property arising out of or in any way relating to performance of Services by Kodak or its Affiliates or their use of the Hologic IP under this Agreement, whether or not arising in tort or occasioned by the negligence of Kodak or its Affiliates.

8.  CONFIDENTIAL INFORMATION

a.     Any information relating to Services or Equipment (as defined in the License Agreement) that is provided to Kodak hereunder in documented form, including but not limited to Licensed Software and Parts Drawings, shall be treated as confidential information of Hologic (“Hologic Confidential Information “) under this Agreement.  Except as expressly permitted herein, Kodak shall not disclose, provide or otherwise make available any item of the Hologic Confidential Information, in whole or in part, to any third party.  Kodak shall use all reasonable efforts and exert a reasonable degree of care to protect the Hologic Confidential Information, and shall provide such information only to employees, agents and contractors of Kodak and its Affiliates on a need-to-know basis who have entered into agreements to protect confidential information received in the course of work for Kodak or its Affiliates on terms at least as protective as the provisions of this Section. Any breach of the provisions of this Section by Kodak’s or its Affiliates’ employees, agents, or contractors, shall be deemed to be a breach by Kodak itself.  Kodak agrees to protect the Hologic Confidential Information with the same standard of care and procedures, but in no event less than a reasonable standard of care, which it uses to protect its own trade secrets and proprietary information of similar nature.

b.     The obligations of Kodak and its Affiliates under this Section 8 with regard to the Hologic Confidential Information shall remain in effect for so long as the Hologic Confidential Information remains confidential. Notwithstanding the foregoing, Kodak and its Affiliates shall have no obligation hereunder with respect to any information which Kodak can demonstrate:

i.             is publicly disclosed and generally available through no wrongful act of Kodak, Fischer or its Affiliates;

ii.            is rightfully received from a third party without restriction and without breach of this Agreement or the License Agreement;

iii.           was already known to Kodak or its Affiliates without obligation of confidentiality prior to its disclosure by Fischer; or

iv.           is independently developed by personnel of Kodak or its Affiliates without access to, or reliance on, Hologic Confidential Information, and without breach of the License Agreement.

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Upon termination of the License Agreement, Kodak shall destroy or return to Fischer or Hologic the Licensed Software and Parts Drawings provided hereunder and any other Hologic Confidential Information provided to Kodak hereunder that is identified or labeled as the confidential or proprietary information of Hologic then in Kodak’s or its Affiliates’ possession or under their control, and certify such destruction or complete return to Fischer.

9.  GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York as applied to agreements entered into between two residents of the State of New York, without regard to its conflict of laws principles.  The parties submit to the nonexclusive personal jurisdiction of, and waive any objection against, the United States District Court for the Western District of New York, and the state courts of the State of New York in Monroe County, New York.

10.  DISPUTES

10.1 In the event that a dispute arises between Kodak and Fischer, which cannot be resolved in the normal course, the following dispute resolution procedures shall be followed: if a dispute arises, then:  (a) within ten (10) business days of a written request by either party, Fischer’s and Kodak’s primary point of contact shall meet and resolve the issue; if these parties cannot resolve the issue within ten (10) business days of the meeting; then (b) the issue shall be submitted to Fischer’s designated CIO and Kodak’s Account Manager; if these parties cannot resolve the issue within fifteen (15) business days of submission to them; then (c) the issue shall be submitted for resolution to Fischer’s designated senior executive and Kodak’s designated senior executive.

10.2 Any claim, controversy, or dispute arising out of or relating to this Agreement and any other claim, controversy, or dispute between the parties shall be submitted to final and binding arbitration as the sole and exclusive remedy.  Any demand for arbitration shall be filed with the American Arbitration Association (“AAA”) office located nearest to Kodak’s principal offices.  All arbitration proceedings will be governed by the AAA commercial arbitration rules in effect on the date the demand for arbitration is filed and shall be conducted before a sole arbitrator selected in accordance with the AAA commercial arbitration rules.  The arbitrator shall apply New York law without regard to conflicts of laws principles.  Kodak and Fischer agree, prior to any arbitration proceeding, that each party may request discovery from the other party in the form of document production and depositions.

11. NOTICES

All notices in connection with this Agreement must be in writing and, if not personally delivered, be sent by first class mail or commercial courier service.  Notices will be effective on the day when delivered, addressed to the other party at the address shown below.  Facsimile notices must be accompanied by notice by mail or commercial courier.  Either party may from time to time change the address to which notices to it are to be sent by giving notice of such change to the other party.

If to Kodak:		If to Fischer:
	Eastman Kodak Company		Fischer Imaging Corporation
	343 State Street		12300 North Grant Street
	Rochester, NY 14650-1127		Denver, Colorado 80241
	Attn: Health Group Contracts		Attn: Steven L. Durnil
	Fax: 585-724-4400		Fax: 303-252-4256

12. FORCE MAJEURE

Except for payments of outstanding balances when due, neither party will be liable for any damages or penalties for delay in performance when such delay is due to the elements, acts of God, acts of civil or military authority, fires or floods, epidemics, quarantine restrictions, war or riots, acts of terrorism, or other circumstances outside the reasonable control of the affected party.  If the performance of this Agreement by either party is prevented by reason of a Force Majeure event, the party whose performance is affected, upon giving prompt written notice to the other party, will be excused from such performance to the extent impacted by the Force Majeure event, provided however, that the affected party takes all reasonable steps to avoid or remove the causes of nonperformance and continues performance with dispatch whenever the causes are removed.

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13. WAIVER

Failure by either party to enforce any term or condition of this Agreement will not be deemed a waiver of future enforcement of that or any other term or condition.

14. SEVERABILITY

If any term of this Agreement is held invalid or unenforceable for any reason, the remainder of the provisions will continue in effect as if this Agreement had been executed with the invalid portion eliminated.

15. HEADINGS

The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any section or provision hereof.

16. BINDING EFFECT

Neither party may bind the other party to any legal obligations in connection with this Agreement.  This Agreement will be binding upon, and inure to the benefit of, each of the parties and their respective successors and assigns.  This Agreement may not be construed as conferring upon any person who is not a party any rights or remedies.

17. ASSIGNMENT

The Fischer may not assign this Agreement without the prior written consent of Kodak, which consent will not be unreasonably withheld, and any attempted assignment without the prior written consent of Kodak will be void.

18. CONFLICTS IN DOCUMENTATION

In the event of a conflict in any documentation in this Agreement, the following order of precedence shall govern:  (i) subsequent, mutually agreed upon Amendments; (ii) this Agreement; (iii) Appendices; and (iv) purchase orders accepted under this Agreement.

19. COUNTERPARTS AND FACSIMILES

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original.  Facsimile signatures constitute original signatures for purposes of the execution of this Agreement.

20. ENTIRE AGREEMENT

This Agreement, the License Agreement, and the nondisclosure agreement are the entire agreement of the parties and supersede all prior agreements and understandings, whether written or oral, with respect to the subject matter of this Agreement.  This Agreement can be modified only by a written amendment executed by authorized representatives of Fischer and Kodak.

IN WITNESS WHEREOF, and intending to be legally bound, Eastman Kodak Company and   Fischer Imaging Corp. have executed this Agreement as of the day and year first above written.

Eastman Kodak Company					Fischer Imaging Corp.
By:	/s/ Kevin Hobert				By:	/s/ Steven Durnil
Name:			Kevin Hobert		Name:			Steven Durnil
				(Type or Print)						(Type or Print)
Title:		President of the Health Group			Title:		President and CEO
				(Type or Print)					(Type or Print)

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EX-99.1

Exhibit 99.1

Fischer Imaging Reports Service Arrangement with Kodak

DENVER, Jan. 25, 2006 — Fischer Imaging Corporation (FIMG.PK) entered into an arrangement on January 23, 2006 with Eastman Kodak Company (“Kodak”) for Kodak to offer service and support to the world-wide installed base of Fischer’s mammography products, including SenoScan® digital mammography and MammoTest® stereotactic breast biopsy systems.  As reported earlier, Fischer consummated the sale of its Mammography Assets (all intellectual property rights used in Fischer’s mammography business, including the SenoScan® and MammoTest® systems) to Hologic, Inc. on September 29, 2005 (“Hologic Sale”).  Fischer, with Hologic’s consent, granted Kodak a non-exclusive limited license to use certain Mammography Assets necessary to provide service and support on the installed base of SenoScan and MammoTest systems (the “Service business”).

Under the agreement, it is expected that Kodak’s Health Group will provide post-sale support, including telephone customer technical support and on-site equipment repair and maintenance, to Fischer’s Service customers who enter into a Kodak Service Agreement.  “We believe this arrangement will provide our Mammography customers with access to repair and maintenance support from a large, reputable and highly responsive organization,” said Dr. Gail Schoettler, Chairperson of the Board.

As a result of this arrangement, Fischer will notify all of its Mammography service customers and suppliers of Kodak’s role as an authorized service provider.  Kodak will contact Mammography service customers and offer them the opportunity to enter into a service agreement directly with Kodak.  Fischer will offer those customers who desire to enter into a Service Agreement with Kodak, the ability to terminate their current service contracts with Fischer without penalty.  In addition, Fischer expects to enter into Service Agreements with Kodak to arrange for Fischer’s customers with equipment still under manufacturer’s warranty to receive service and support from Kodak at no additional cost to those customers. Kodak will also have the right to have spare parts and consumables manufactured for its use, sale and distribution.

Fischer intends to continue its Service business until April 21, 2006, as well as fulfill its contractual obligations to provide MammoTest to Ethicon Endo-Surgery while it explores strategic alternatives for its radiology, electrophysiology, and surgical (RE&S) business.  As discussed more fully in the Form 10-Q for the quarter ended September 30, 2005, management cannot accurately estimate the amount of distribution to its stockholders, if any, from the proceeds of the Hologic Sale until the following are finalized or resolved:

•decisions related to the strategic alternatives being investigated, including selling the RE&S business;

•strategy to exit or reduce costs in the Fischer’s European market;

•the resolution of Philips’ previously announced intent to terminate its master supply agreement with Fischer;

•outcome of certain threatened litigation; and

•the Food and Drug Administration’s (FDA) response to Fischer’s corrective action plan to address observations from FDA inspections.

About Fischer Imaging

Fischer Imaging Corporation services and manufactures medical imaging systems for the screening and diagnosis of disease. Fischer Imaging began producing general-purpose x-ray imaging systems in 1910

and is the oldest manufacturer of x-ray imaging devices in the United States. For more information, visit www.fischerimaging.com.

About Kodak’s Health Group

Kodak’s Health Group, with 2004 revenues of $2.68 billion, supplies the medical and dental professions with traditional and digital imaging and information systems. Its portfolio includes picture archiving and communications systems (PACS), radiology information systems (RIS), IT solutions, clinical information solutions, computed and digital radiography systems, laser imagers, mammography and oncology systems, x-ray film systems, and dental imaging products. Its services portfolio includes everything from repair and maintenance, to professional services encompassing integration, storage and archiving, secure e-mail services – and much more.

Kodak’s other major businesses include:  Graphic Communications – providing customers with a range of solutions for prepress, traditional and digital printing, and document scanning and multi-vendor IT services; Digital & Film Imaging Systems – providing consumers, professionals and cinematographers with digital and traditional products and services; and Display & Components – supplying original equipment manufacturers with imaging sensors as well as intellectual property and materials for the organic light-emitting diode (OLED) and LCD display industries.

For more information about Kodak (NYSE:EK) visit www.kodak.com.

Forward-looking Statements

Certain statements contained in this News Release constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include:  Kodak’s provision of post-sale support to Fischer’s Service customers, Fischer’s ability to satisfy service and warranty and product distribution obligations until the Kodak transition is complete and to facilitate the transition, plans to sell the RE&S business, resolution of Philips’ announced intent to terminate the Philips Agreement, our plans with respect to our European operations,  the effect on Fischer of potential or continuing litigation, resolution of FDA matters and the impact of the foregoing on potential distributions to stockholders.  Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from such forward-looking statements, certain of which are described as “Risk Factors” in our Form 10-K for the year-ended December 31, 2004 and are discussed in our Forms 10-Q for the quarters ending March 31, 2005, June 30, 2005 and September 30, 2005. Readers are cautioned to avoid placing undue reliance on such forward-looking statements, which speak only as of the date the statements were made.   It is recommended that the above referenced quarterly reports and annual reports be read together with this News Release and the annual report on form 10-K for the year ended December 31, 2004 to better understand our business, results of operations and financial condition as reported in this document.

Contact:  Michael Klatman, Resonant Communications, 303-581-0509

Note: KODAK is a trademark of Eastman Kodak Company.