Exhibit 4.5







 


SUPPLY AGREEMENT


 


between


 


PROFOUND MEDICAL
INC.


 


and


 


PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.


 




     


     


    

 


THIS AGREEMENT is made July 31, 2017


 


BETWEEN:


 


	 	PROFOUND MEDICAL INC., a company
    incorporated under the laws of  the  province  of  Ontario  and  having
     its registered address at 2400 Skymark, Unit 6, Mississauga, Ontario L4W 5K5,
    Canada
	 	 
	 	(hereinafter referred to as “Customer”)
	 	 
	 	- and -
	 	 
	 	PHILIPS  MEDICAL  SYSTEMS  NEDERLAND  B.V.,  a  company
	 	incorporated under the laws of the Netherlands with its principal place of business at Veenpluis 4-6 5684 PC Best, the Netherlands
	 	 
	 	(hereinafter referred to as “Philips”)
	 	 
	 	Customer and Philips hereinafter also collectively referred to as the “Parties” and individually as a “Party”.


 


WHEREAS:


 


		A.	Pursuant to the Asset and Share Purchase Agreement (the
 “Purchase Agreement”) entered into on June 30, 2017 by Customer, Koninklijke Philips NV (“Philips
NV”) N.V. and Customer agreed to execute and deliver (or cause to be executed and delivered) certain ancillary agreements
one of which is this Agreement;



 


		B.	Prior to the consummation of the transactions contemplated
by the Purchase Agreement, Philips manufactured the Product in-house and did not outsource the manufacturing to an independent
facility, and as a result, Philips has intimate knowledge of the manufacturing process and requirements for the Product;



 


		C.	Customer originally desired to take over responsibility
for the manufacture of the Product immediately upon closing of the transactions contemplated by the Purchase Agreement;



 


		D.	As Philips historically manufactured the Product in-house,
to enable Customer to prepare for and realize the transition of the manufacturing of the Product to Customer’s organization,
Customer requires the assistance of Philips to continue manufacturing the Product until such time as the manufacturing process
can be transitioned to Customer hereunder;



 


		E.	Until such time as the manufacturing of the Product can
be transitioned to Customer in accordance with the terms of this Agreement, Philips agrees to supply, as a contract manufacturer
to Customer, on a temporary basis for the Term (as defined herein), the Product, and Customer wishes to buy such Products from
Philips under this Agreement;



 




    	 



     


    

 


		F.	Customer acknowledges and agrees that it assumes all obligations
and liabilities as the legal manufacturer of the Product as from the Effective Date, on the terms and conditions set out in this
Agreement.



 


NOW IT IS HEREBY AGREED as follows:


 


		1.	DEFINITIONS



 


The following
terms used in this Agreement shall have the meaning set forth below:


 


“Affiliate”
means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with the specified Person. As used in this definition,
 “control”, “controlled by” and “under common control with” means possession, directly or
indirectly, of power to direct or cause the direction of management or policies of such Person (whether through ownership of
securities or other partnership or ownership interests, as trustee, personal representative or executive or by contract,
credit agreement or otherwise), provided that in any event, any Person which owns directly, indirectly or beneficially 50% or
more of the securities having voting power for the election of directors or other governing body of a corporation or 50% or
more of the partnership interests or other ownership interests of any other Person will be deemed to control such Person.


 


“Agreement”
means this Supply Agreement including any and all of its Schedules as attached hereto and as may be amended or supplemented from
time to time in accordance with the provisions hereof.


 


“Business
Day” means any day other than a Saturday, Sunday or statutory holiday, in the Province of Ontario or the Netherlands.


 


“Claim”
means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation,
citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at Law,
in equity or otherwise.


 


“Confidential
Information” means any information, provided in whatever form (including in written, electronic or oral form) or medium,
which relates to either Party’s or its Affiliates’ business, products (hardware and software), technology, business
plans, product plans, customers, customer information, specifications, designs, costs, prices, business opportunities, Know How,
trade secrets, inventions, techniques, processes, algorithms, software programs, schematics and any other business or technical
information disclosed by the Disclosing Party to the Receiving Party in connection with this Agreement.


 


“Confirmation”
has the meaning ascribed thereto in clause 4.4.


 


“Contract
Year” means the twelve (12) month period beginning on the Effective Date, and each subsequent twelve (12) month period
during the Term.


 




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“Customer”
has the meaning ascribed thereto in the Preamble.


 


“Customer Indemnified
Parties” has the meaning ascribed thereto in clause 10.1.


 


“Delivery”
means the actual delivery of the Product to Customer and the acceptance by Customer of the Product in accordance with clause
7.1.


 


“Disclosing Party”
as the meaning ascribed thereto in clause 14.1.


 


“DMR” has the meaning ascribed thereto in clause 5.3.


 


“EDI”
means electronic data interchange.


 


“Effective
Date” means the Completion Date as defined in the Purchase Agreement.


 


“Encumbrance”
means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option,
security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including
any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.


 


“Export Regulations”
has the meaning ascribed thereto in clause 16.1.


 


“Factory
Test Report” means the report, the content of which is set forth in Schedule 4, that Philips shall prepare and maintain,
identifying the factory tests Philips completes on the Product prior to Delivery to support its compliance with the Specifications.


 


“Force Majeure”
has the meaning ascribed thereto in clause 0.


 


“Forecasts”
means those documents setting out anticipated demand for the Product as to be more particularly described in clause 3.2.


 


“Governmental
Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality
of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority
or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the
force of Law), or any arbitrator, court or tribunal of competent jurisdiction.


 


“Intellectual
Property Rights” means, in any and all jurisdictions, all: (a) patents and applications therefor, including all
continuations, continuations-in-part and provisionals and patents issuing thereon, and all reissues, re-examinations,
substitutions, renewals and extensions thereof (collectively, “Patents”); (b) trademarks, service marks,
trade names, trade dress, logos, corporate names, Internet domain names or uniform resource locators used in connection with
any global computer or electronic network, together with all translations, adaptations, derivations and combinations thereof,
and other source or business identifiers, together with the goodwill associated with any of the foregoing, and all
applications, registrations, renewals and extensions thereof; (c) industrial designs, designs and design rights; (d)
copyrights, works of authorship and moral rights, and all registrations, applications, renewals, extensions and reversions
thereof; (e) trade secrets, discoveries, concepts, ideas, research and development, Know How, formulae, inventions,
compositions, manufacturing and production processes and techniques, technical data, quality data, procedures, designs,
drawings, specifications, databases, and other proprietary or confidential information, including customer lists, supplier
lists, pricing and cost information, and business and marketing plans and proposals, which would constitute a “trade
secret” under applicable Law, in each case excluding any rights in respect of any of the foregoing that comprise or are
protected by Patents (“Trade Secrets”); (f) inventions, processes and designs; and (g) software, and all
source code, object code, data and documentation relating thereto.


 




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“Know
How” means any and all concepts, ideas, information, data and documents of whatever nature, including, without limitation,
drawings, methods, techniques, designs, specifications, photographs, samples, models, processes, procedures, reports, particulars
of a technical nature (including, without limitation, any know how related to the manufacturing or design of Products and technical
and commercial know how).


 


“Law”
means all laws, statutes, ordinances, decrees, judgments, codes, standards, acts, orders, by-laws, rules, regulations, permits,
legally binding policies and guidelines and legally binding requirements of all Governmental Authorities.


 


“Lead-Time”
means, as applicable, the minimum number of days required between the date of the Purchase Order and the date of Delivery requested
in a Purchase Order as such number is listed in Schedule 2.


 


“Losses”
has the meaning ascribed thereto in clause 10.1.


 


“New Technology”
has the meaning ascribed thereto in clause 13.3.


 


“Other Transaction Documents” has
the meaning ascribed thereto in clause 6.6. “Parties” and “Party” have the meaning ascribed
thereto in the Preamble. “Permit” has the meaning ascribed thereto in clause 8.2(c).


 


“Person”
includes any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated
organization, trust, body corporate and a natural person in his or her capacity as trustee, executor, administrator or other legal
representative.


 


“Project Manager”
has the meaning ascribed thereto in clause 12.8(a).


 


“Project Team”
has the meaning ascribed thereto in clause 12.8.


 


“Quality Agreement”
has the meaning ascribed thereto in clause 8.1.


 


“Philips” has
the meaning ascribed thereto in the Preamble.


 




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“Philips Indemnitees” has the meaning
ascribed thereto in clause 10.1(ii)


 


“Product” means
the Sonalleve MR-guided HIFU device which Philips shall manufacture and supply according to this Agreement as specified in Schedule
1,including spare parts.


 


“Production Plan”
means the production plan setting forth the delivery limitations as specified in Schedule 3, and as may be updated in accordance
with clause 3.1.


 


“Purchase Order”
means an order for Products as may be submitted by Customer in accordance with clause 3.


 


“Quality
Agreement” means the Quality Agreement as described further in clause 8.1 of this Agreement, as the same may be amended
or supplemented from time to time in accordance with the terms thereof.


 


“Receiving Party” as the meaning
ascribed thereto in clause 14.1.


 


“Regulatory Transfer Date” has the
meaning ascribed to such term in clause 2.3. “Representatives” has the meaning ascribed to such term in clause
14.2. “Required Jurisdictions” [Redacted – Commercially Sensitive]


“RPA” means the
resale purchasing agreement between the Parties, dated as of the Effective Date.


 


“Specifications”
means the specifications for the Product as set out in Schedule 1, as such specifications be amended from time to time in accordance
with the terms of the quality agreement (the “Quality Agreement”).


 


“Term” has the
meaning ascribed thereto in clause 12.1.


 


“Third Parties” means a Person who
is not a Party or an Affiliate of a Party. “Transferred Confidential Information” has the meaning ascribed thereto
in clause 14.4. “Transition Plan” has the meaning ascribed thereto in clause 12.8.


“VAT” has the
meaning ascribed thereto in clause 6.1.


 


		2.	GENERAL, SCOPE



 


		2.1	During the Term, Philips shall manufacture and supply and
Customer shall purchase the Products ordered by Customer pursuant to Purchase Orders (issued by Customer and accepted by Philips)
in accordance with the terms and conditions of this Agreement.



 




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		2.2	The Parties intend for the express terms and conditions
contained in this Agreement, including the Quality Agreement and any Schedules and Exhibits hereto or thereto, and in any Purchase
Order that are consistent with the terms and conditions of this Agreement to exclusively govern and control each of the Parties’
respective rights and obligations regarding the manufacture, purchase and sale of the Products, and the Parties’ agreement
is expressly limited to such terms and conditions. Notwithstanding the foregoing, if any terms and conditions contained in a Purchase
Order conflict with any terms and conditions contained in this Agreement, the applicable term or condition of this Agreement will
prevail and such additional, contrary or different terms will have no force or effect. Except for such additional and contrary
terms, the terms and conditions of all Purchase Orders are incorporated by reference into this Agreement for all applicable purposes
hereunder. Without limitation of anything contained in this clause 2.2, any additional, contrary or different terms contained
in any Confirmation (as defined below) or any of Philips’s invoices or other communications between the Parties, and any
other attempt to modify, supersede, supplement or otherwise alter this Agreement, are deemed rejected by Customer and will not
modify this Agreement or be binding on the Parties unless such terms have been fully approved in a signed writing by authorized
by both Parties.



 


		2.3	On the Effective Date, Philips (or its Affiliate, Philips
Oy) is the legal manufacturer of the Product. Customer hereby covenants and agrees to file with all applicable notified bodies
and Governmental Authorities, including but not limited to BSI, Notified Body and ISO Registrar, on a jurisdiction-by-jurisdiction
basis, within the applicable time periods for each jurisdiction outlined in the “Transitional Service Level Agreement”
(TSLA Number: QR01, TSLA Title: Transfer of Legal Manufacturers), all documentation required or necessary to change the legal
manufacturer of the Product in each Required Jurisdiction from Philips Oy to Customer for all applicable regulatory purposes.
In order to expedite and achieve such change of legal manufacturer and to achieve the required changes outlined in such Transitional
Service Level Agreement, Customer shall fully cooperate with as required by and actively facilitate the above registration process
by the applicable notified bodies and Governmental Authorities in each Required Jurisdiction. On a jurisdiction-by-jurisdiction
basis, from the date that the legal manufacturer is updated to Customer in such jurisdiction, Philips will supply the Products
in such jurisdiction as contract manufacturer of Customer under this Agreement.



 


		2.4	Philips shall provide such reasonable support, assistance
and information reasonably requested by Customer and as outlined in the above referenced Transitional Service Level Agreement
(including, to achieve the required changes outlined in such Transitional Service Level Agreement) in connection with Customer’s
transfer of the registrations in respect of the Product from Philips to Customer (as contemplated by clause 2.3 above), including,
those services outlined in the Transitional Service Level Agreement, participating in any meeting with the applicable Governmental
Authority reasonably requested by Customer and subject to the limitations and the obligations of the Parties under the “Transitional
Service Level Agreement” (TSLA Number: QR01, TSLA Title: Transfer of Legal Manufacturers) concluded by the Parties in conjunction
with the Purchasing Agreement.



 


		3.	DELIVERY CAPACITY, FORECAST



 


		3.1	Philips shall maintain a delivery capacity, which allows
Philips to deliver the Products in accordance with the Lead Times, Forecasts and Purchase Orders, but always subject to the supply
limitations, if any, outlined in the Production Plan. Such Production Plan may be updated, and the production capacity may be
increased only by the Parties’ written agreement and any reasonable additional incremental (and documented) investment required
to exclusively satisfy such increase shall be borne by Customer. Philips shall not be held liable for rejecting any Purchase Order
through which the volume in any Contract Year or the relevant quarter exceeds the volume indicated in the Production Plan.



 




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		3.2	Customer shall provide Philips in good faith on a monthly
basis, on the later of (i) seven (7) days prior to the beginning of each calendar month a rolling [Redacted – Commercially
Sensitive] forecast for the Products (including the major configuration of each Product such as field strength) (“Forecast”)
it expects to purchase during such [Redacted – Commercially Sensitive] period. Such Forecast shall be provided in
writing or in any other mutually agreed manner of communication (e.g., EDI or email). Notwithstanding any other obligation set
forth herein, Customer shall give Philips at least [Redacted – Commercially Sensitive] prior written notice if, during
the Term, it intends to discontinue the purchase of any Products hereunder, or if it intends to substantially decrease, versus
the Forecast, its purchase demand hereunder. For greater certainty, if Philips (or an Affiliate of Philips) is delayed in delivering
any “Forecast” contemplated by the RPA, the Customer’s obligations to deliver the Forecast hereunder (solely
in respect of that portion of the Forecast that corresponds to the volume of Product to be sold to Philips (or an Affiliate of
Philips) pursuant to the RPA) shall be tolled until Philips (or an Affiliate of Philips) delivers the corresponding “Forecast”
under the RPA.



 


		3.3	Notwithstanding Customer’s obligations pursuant to
clauses 3.1 and 3.4, the first [Redacted – Commercially Sensitive] of each Forecast shall constitute a binding commitment
of Customer to purchase the quantities of Products set forth in the relevant Forecast for such [Redacted – Commercially
Sensitive] period. The Forecast for the period beyond this two (2) month period shall be non-binding except to the extent
otherwise provided in clause 3.4. Only Purchase Orders as accepted by Philips, as set forth in clause 3.4 below, constitute an
obligation for Philips to actually produce the so ordered Products and no quantities of Products in the Forecast provided by Customer
shall constitute an accepted Purchase Order.



 


		3.4	Customer shall have the right to increase or decrease,
as the case may be, the [Redacted– Commercially Sensitive] Forecast only within the limitations set forth in the
Production Plan per quarter.



 


		3.5	The reasonable and documented costs of all materials, parts
and components which have been purchased and paid for by Philips in order to meet Customer’s demand as may be concluded,
based on the historical operations of Philips in the ordinary course of business, on the basis of Customer’s Forecast, shall
be reimbursed, at inventory value without additional mark up by Customer against invoice in accordance with the payment terms
of this Agreement in such instance where any such materials are not used in the production of any Products to meet any Purchase
Orders of Customer within [Redacted – Commercially Sensitive] of the purchase of such materials. The same reimbursement
obligation shall apply at the end of the Term for materials, parts and components then available at Philips. Such materials, parts
and/or components shall be delivered to Customer [Redacted – Commercially Sensitive]. Upon payment the title of the
materials, parts and/or components shall transfer to Customer.



 




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		4.	PURCHASE ORDERS



 


		4.1	Customer shall place Purchase Orders in writing (or any
other mutually agreed manner of communication, e.g. email or EDI) within the Lead-Time and in accordance with the Forecast provided
to Philips in accordance with clause 3.



 


		4.2	Each Purchase Order shall be given in writing (or such
other manner of communication (e-mail) as may be mutually agreed from time to time) and shall specify:



 


		(a)	Purchase Order number;



 


		(b)	the type (including Product name and codes) and quantity
of Products ordered;



 


		(c)	the requested date of Delivery;



 


		(d)	destination – ship to address;



 


		(e)	the services ordered for the ordered Product; and



 


		(f)	such other information as Philips may reasonably request
from time to time.



 


		4.3	No Purchase Order shall be deemed to be accepted by Philips
until accepted in writing (including by email or another agreed manner of communication) by Philips or as otherwise contemplated
by clause 4.4 below. Philips shall not reject any Purchase Order which is placed in accordance with the Forecast, the Lead Time
and otherwise in accordance with this Agreement, unless Philips is entitled to reject on the basis of clause 3.1 or 4.4.



 


		4.4	Philips shall confirm to Customer the receipt of each Purchase
Order issued hereunder (each, a “Confirmation”) within seven (7) days following Philips’s receipt thereof
in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Each Confirmation must reference Customer’s
Purchase Order number, confirm acceptance of the Purchase Order, include a confirmed date of Delivery (which may differ from the
requested one in the Purchase Order) or, solely if permitted under this clause 4.4, advise Customer of Philips’s rejection
of such Purchase Order, the date of acceptance or rejection and the basis for rejection, if applicable. If Philips commences performance
under such Purchase Order, Philips will be deemed to have accepted the Purchase Order. Customer may withdraw any Purchase Order
prior to Philips’ acceptance thereof. Philips may only reject a Purchase Order if (a) the quantity ordered by Customer in
such Purchase Order is inconsistent with the quantity in the applicable Forecast in accordance with clause 3.2 (as amended pursuant
to clause 3.4), (b) Philips has sent Customer a Notice of termination pursuant to clause 12 or (c) the applicable Purchase Order
includes terms and conditions that supplement those contained in this Agreement, which Philips is unwilling to accept. Philips
may not cancel any previously accepted Purchase Order hereunder. Customer may not cancel a previously accepted Purchase Order
..



 




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		5.	DELIVERY, TRANSFER OF RISK AND OWNERSHIP



 


		5.1	[Redacted – Commercially Sensitive – Delivery
Details]



 


		5.2	If Customer fails to take Delivery of ordered Products
at the date of Delivery acknowledged by Philips, then Philips may deliver the Products in consignment and at Customer’s
risk and cost.



 


		5.3	Philips will manufacture, handle, properly pack, mark and
ship the Products in accordance with Customer’s instructions provided to Philips in writing as part of the Device Master
Record (“DMR”) or as otherwise set forth in the Quality Agreement. The purchase price for the Product includes
the costs of packaging as defined in the DMR, but any additional costs resulting from compliance with non-standard packaging specifications
(i.e., different from as defined in the DMR) shall be added to the Price.



 


		5.4	[Redacted – Commercially Sensitive – Delivery
Details]



 


		6.	PRICE AND PAYMENT



 


		6.1	Prices are exclusive of any federal, state or local sales,
use or excise taxes and any, value added tax imposed solely as a result of the sale and transfer of the Products (VAT). Philips
will list separately on its invoice any tax lawfully applicable to the relevant Purchase Order and payable by Customer, if any,
with respect to which Customer does not furnish evidence of exemption. Philips is responsible for remitting any applicable VAT,
sales tax, consumption tax, or any other similar tax, in each instance, that were charged to Customer under an applicable Purchase
Order, to the appropriate tax authorities in accordance with applicable Laws and required timelines. Philips will issue an invoice
containing wording that will allow Customer to take advantage of any applicable “input” tax deduction.



 


		6.2	Purchase prices for the Products are set out in Schedule
1. Prices are firm and fixed for the Term and shall include all costs for work performed, Delivery according to this Agreement
and packaging as set forth in clause 5.3 above.



 


		6.3	Any invoices provided by Philips shall refer to the Purchase
Order number and any other details required by applicable Law. Philips shall invoice for the purchase prices set out in Schedule
1 on or at any time after Delivery.



 


		6.4	Philips invoices, compliant with the requirements of this
Agreement, will be payable within [Redacted – Commercially Sensitive] following the end of the month of the date
of invoice. Customer shall make all payments in Euros by check, wire transfer or automated clearing house to the bank account
designated by Philips.



 


		6.5	[Redacted – Commercially Sensitive – Late Payment
Details]



 


		6.6	[Redacted – Commercially Sensitive]



 




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		7.	CONFORMITY OF PRODUCTS



 


		7.1	Philips represents and warrants to Customer that all Products
delivered and any services provided hereunder:



 


		i.	conform to the Specifications
on the Delivery Date [Redacted – Commercially Sensitive];



		ii.	unless otherwise agreed with Customer in writing, are new
(do not contain any used or reconditioned parts or materials) and fit for the purposes for which they are intended;



		iii.	are of sound workmanship,
good quality and free from defects in construction, manufacture and material [Redacted – Commercially Sensitive];



		iv.	the manufacturing and shipment of the Product comply in
all respects with applicable Laws, regulations, certification requirements, including health and safety standards and all other
applicable regulatory requirements for the manufacture and shipment of Products;



		v.	are free and clear of all liens, encumbrances, and other
Claims against title; and



		vii.	comply in all respects with the terms of this Agreement
and the applicable Purchase Orders.



 


		7.2	[Redacted – Commercially Sensitive]



 


		7.3	[Redacted – Commercially Sensitive] the foregoing
warranties will survive any inspection, delivery, acceptance, or payment by Customer and will be enforceable by Customer and its
Affiliates, and their successors, assigns, subcontractors, distributors, dealers, agents and customers and all other entities
combining, selling or using Products or goods into which Products have been incorporated (together, the “Customer Parties”),
for the period set forth in clause 7.4.



 


		7.4	Without prejudice to any other rights accruing under this
Agreement or law, the warranties set forth in clause 7.1 will extend for a period of [Redacted – Commercially Sensitive
 – Warranty Details]. Products repaired or replaced by Philips within the Warranty Term are warranted for the remainder
of the original Warranty Term of said Products.



 


		7.5	In respect of failure to meet the Specifications, if Products
do not comply with the warranties set forth in clause 7.1, Customer may then, after having consulted Philips as to the most appropriate
remedy, elect reasonably to have Products:



 


		i.	returned to Philips for repair or replacement;



		ii.	repaired or replaced by Philips in the field; or



		iii.	repaired or replaced by Customer in the field, including
Products in distributor inventory and Customer’s installed base; or



 




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		iv.	returned to Philips in exchange for a full refund of the
purchase price for the non-conforming Products paid under this Agreement.



 


		7.6	Philips will bear all costs, including transportation and
labor costs, in connection with the repair or replacement of, and all other costs or damages Customer may incur as a result of
Products not complying with clause 7.1. If Philips agrees that Customer performs the repair, Philips will provide Customer free
of charge with any replacement Product or upgrade necessary, and will reimburse Customer for all costs relating to such repair,
including any related labor costs.



 


		7.7	If Customer or any relevant Governmental Authority determines
that a recall campaign is necessary, Customer will implement such recall campaign at Customer’s sole cost and risk. Customer
hereby covenants and agrees that it shall bear all costs and expenses related to the implementation of any such recall. In case
of a recall of the Product, Philips shall at its sole cost provide full cooperation to Customer in order to achieve an efficient
and effective recall by Customer. Philips shall provide such cooperation at its own costs, including internal organizational costs
but not including the costs of repair, replacement, installation of Products and logistics related to the recall [Redacted
 – Commercially Sensitive]. For greater certainty, the obligations of the Parties pursuant to this clause 7.6 shall only
apply in respect of Products sold or distributed on or after the Effective Date, and for clarity, to thwe extent there is a recall
that involves any Product sold or distributed prior to the Effective Date, the covenants and obligations of the Parties pursuant
to this clause 7.6 shall not apply (and shall be addressed by the terms of the Purchase Agreement).



 


		7.8	[Redacted – Commercially Sensitive – Warranty
Details]



 


		8.	QUALITY AND REGULATORY AND COMPLIANCE WITH LAWS



 


		8.1	The Parties have entered into a Quality Agreement on or
around the Effective Date, detailing Customer’s requirements, as the legal manufacturer of the Product, with respect to
the manufacturing of the Product by Philips as the contract manufacturer. . The Quality Agreement is deemed to be incorporated
into this Agreement by reference and made a part hereof, and to the extent of a conflict between the terms of the Quality Agreement
and this Agreement, the terms and provisions of this Agreement shall prevail.



 


		8.2	Until, on a jurisdiction by jurisdiction basis, the Regulatory
Transfer Date, Philips shall



 


		(a)	remain the legal manufacturer of the Product according
to its own quality management systems.



 


		(b)	comply, in all material respects, with all applicable Laws,
Philips’ operation of its business and the exercise of its rights and performance of its obligations hereunder (including,
the manufacture of the Product). Without limitation of the foregoing, Philips shall ensure the Product is manufactured in accordance
with applicable Laws.



 




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		(c)	obtain and maintain all Permits necessary for the exercise
of its rights and performance of Philips’ obligations under this Agreement, including any Permits required for the manufacture
of the Product and the import or any materials and other manufacturing parts used in the production and manufacture of the Product,
and the shipment of hazardous materials, as applicable. For purposes of this Agreement, “Permit” means any
permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained or
required to be obtained, from any Governmental Authority.



 


		9.	CHANGES TO PRODUCT



 


		9.1	Any changes to the Product proposed by Philips shall be
discussed and handled by the Parties as described in the Quality Agreement. Until execution of the Quality Agreement, the provisions
of this clause 9 shall apply.



 


		9.2	Philips shall be entitled to make changes to the Products
to comply only with any applicable Laws. Without prejudice to the foregoing, it is understood and agreed that Customer (and not
Philips) shall be responsible to notify Philips of any changes required to comply with any applicable Laws, as long as such applicable
Laws concern the Products.



 


		9.3	Customer may reasonably request and Philips may propose,
in writing, that Philips makes a change to the method of packing, a change to the packaging, or the Products. Such request or
proposal (as applicable) will include a description of the requested/proposed change sufficient to allow Philips, using commercially
reasonable efforts, to evaluate the feasibility and impact on costs and other terms of such requested change, it being understood
that Customer shall pay for any reasonable incremental and documented costs incurred by Philips in connection with such evaluation.
All such changes are subject to Philips’s written approval (and in case of a change proposal by Philips, Customer’s
written approval), which cannot unreasonably withheld, conditioned or delayed, it being understood that, if technically feasible
and commercially reasonable, Philips shall make any changes required to comply with any applicable Laws upon Customer’s
written request. Philips will not be obligated to agree or accept any such request for a change nor to proceed with the requested
change until the Parties have mutually agreed upon the changes to the Product’s Specifications, the price, the implementation
costs to be borne by Customer including, without limitation, development and other non-recurring expenses, the cost of inventory
and materials that may become obsolete, and any other terms of this Agreement.



 


		9.4	The incremental and documented costs of any changes (including
any non-recurring costs such as development and re-engineering costs, as well as costs of changes to the tools used to manufacture
the changed Products) shall be borne by Customer. All such charges will be charged to Customer at cost, without any additional
markup.



 


		10.	INDEMNIFICATION AND LIMITATION OF LIABILITY



 


		10.1	Indemnification by Philips



 


		(i)	Philips will defend, indemnify and hold harmless Customer
and its Affiliates and their respective directors, officers, employees and agents, and their successors, heirs and assigns (the
 “Customer Indemnitees”) from and against all liabilities, costs, damages, Claims and expenses, including 
reasonable attorney’s fees, arising from or related to any actual or alleged [Redacted – Commercially Sensitive
 – Indemnification Details].



 




    	- 13 -



     


    

 


		(ii)	Customer will defend, indemnify and hold harmless Philips
and its Affiliates and their respective directors, officers, employees and agents, and their successors, heirs and assigns (the
 “Philips Indemnitees”) from and against all liabilities, costs, damages, Claims and expenses, including reasonable
attorney’s fees, arising from or related to any actual or alleged [Redacted – Commercially Sensitive – Indemnification
Details]



 


		10.2	[Redacted – Commercially Sensitive – Indemnification
Details]



 


		10.3	[Redacted – Commercially Sensitive – Indemnification
Details]



 


		10.4	The limitations and exclusions set forth above in this
clause 10 shall apply to the fullest extent permitted by applicable Law.



 


		11.	TOOLS



 


		11.1	The Parties will conclude contract(s) managing the ownership
and use of tools and equipment needed for the manufacturing of the Products.



 


		12.	TERM AND TERMINATION AND TRANSITION



 


		12.1	This Agreement shall come into force on the Effective Date
and shall remain in force and effect for a period of [Redacted – Commercially Sensitive – Term Details] , unless
this Agreement is extended or previously terminated in accordance with this clause 12, pursuant to clause 15.1 (Force Majeure),
or (ii) by the mutual written consent of the Parties (the “Term”).



 


		12.2	Customer, in its sole discretion, may terminate this Agreement,
without cause, by providing six (6) months prior written notice to Philips. Philips may terminate this Agreement with immediate
effect by written notice to Customer, should Customer not have filed with the specified bodies to transfer the applicable registrations
within the time period specified in clause 2.3.



 


		12.3	Without prejudice to any other right or remedy a Party
may have against the other Party for breach or non-performance of this Agreement, Each Party may suspend performance of its obligations
under the Agreement or terminate this Agreement upon written notice to the other Party if:



 


		(a)	the other Party files a voluntary petition in bankruptcy
or any voluntary proceeding relating to insolvency, receivership, liquidation, assignment for the benefit of creditors or similar
proceeding;



 


		(b)	the other Party becomes the subject of a petition in bankruptcy
or any proceeding relating to insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding
and such petition or proceeding is not dismissed within thirty (30) days from filing of such petition or proceeding;



 




    	- 14 -



     


    

 





		(c)	the other Party materially breaches any of its obligations
under the Agreement, and the breaching failures to cure such breach within [Redacted – Commercial Sensitive – Termination
Timing] after it receives written notice from the non-breaching Party to cure same;



 


		(d)	[Redacted –
Commercially Sensitive – Termination Timing]



 


		(e)	conviction of, or commission by, the other Party or any
principal officer, shareholder, employee or any partner of the other Party of any crime or immoral act which may adversely affect
the goodwill or reputation of Customer or Philips;



 


		12.4	If Philips causes the Agreement to be terminated, directly
or indirectly, then Philips undertakes to sell all Products which have been ordered by Customer but not yet delivered at the date
of termination upon the terms and conditions of this Agreement.



 


		12.5	On termination or expiry of this Agreement, each Party
shall promptly:



 


		(a)	return to the other Party all equipment, materials and
property belonging to the other Party that the other Party had supplied to the other Party (or its Affiliates) in connection with
the supply and purchase of the Products under this Agreement;



 


		(b)	cooperate with the other Party to arrange for the sale
and purchase of the materials, parts and components as referred to in clause 3.4;



 


		(c)	return to the other Party all documents and materials (and
any copies) containing the other party’s Confidential Information;



 


		(d)	erase all the other party’s Confidential Information
from its computer systems (to the extent possible); and



 


		(e)	on request, certify in writing to the other Party that
it has complied with the requirements of this clause.



 


On
termination or expiry of this Agreement Philips shall facilitate an orderly transition of suppliers from Philips to Customer
in accordance with the requirements outlined in Section 5.4 (Material Supplier Contracts) of the Purchase Agreement,
including using commercially reasonable best efforts to assist Customer to enter into supply agreements directly with the
counterparties to the Material Supplier Contracts (as defined in the Purchase Agreement) on terms that are satisfactory to
the Customer, acting reasonably.


 




    	- 15 -



     


    

 


		12.6	Termination of this Agreement in accordance with this clause
12, is without prejudice to any right to claim for amounts or interest accrued prior to the date of such termination under this
Agreement.



 


		12.7	All terms and conditions of this Agreement which are intended
(whether expressed or not) to survive the duration or termination of this Agreement will so survive, including, for greater certainty,
clauses 2.3, 2.4, 6, 10, 12, 13, 14, and 18.



 


		12.8	Within [Redacted – Commercially Sensitive –
Time Period] of the Effective Date, the parties shall negotiate, acting reasonably and in good faith, a transition plan (the
 “Transition Plan”) to provide for a smooth transfer and transition of the manufacturing activities under this
Agreement to Customer, an Affiliate of Customer or a third party manufacturer designated by Customer. The Transition Plan shall
be negotiated based on the key transition terms outlined in Schedule 5 hereto (the “Transition Plan Term Sheet”).
In connection with the negotiation and ultimately implementation of the Transition Plan, Parties shall install a project team
which:



 


		(a)	shall have a manager (“Project Manager”),
one from Philips, who has experience in transferring manufacturing actives, and one from Customer, who has experience in setting
up manufacturing activities;



 


		(b)	shall be committed with sufficient capacity – made
available by both Parties – to execute the Transition Plan within the given time frame (quantity), and the Parties shall
ensure that sufficient and reasonable organizational resources are provided to each such Project Manager to ensure a smooth, uninterrupted
and efficient transition of the manufacturing of the Product;



 


		(c)	shall be sufficiently skilled and experienced with the
activities under this Agreement (quality);



 


		(d)	shall be fully dedicated to the timely and adequate execution
of the Transition Plan.



 


		12.9	The Parties shall perform such activities as set forth
in the Transition Plan and shall otherwise perform all such obligations in good faith to ensure a smooth transfer of the manufacturing
activities under this Agreement to Customer. In connection with the Transition Plan, Customer will pay all reasonable freight
cost and any Philips’ employee (or third parties engaged by Philips) at [Redacted – Commercial Sensitive –
Billing Rate], as needed, in connection with the implementation of the Transition Plan. For greater certainty, Philips will
only engage third party support to assist with the transition if such additional support is required in order to implement the
Transition Plan and such additional support is previously approved by Customer in writing (not to be unreasonably withheld). If
to the opinion of the Project Team, circumstances occur in which the timely and/or proper execution of the Transition Plan is
obstructed, this shall be immediately reported to the relevant executive officers of both Parties for immediate resolution.



 




    	- 16 -



     


    

 


		13.	INTELLECTUAL PROPERTY RIGHTS



 


		13.1	Customer grants to Philips, during the Term, a non-exclusive,
royalty-free, non-transferrable right to make, have made, use, sell, reproduce, adapt, distribute, or otherwise use or practice
Customer’s Intellectual Property Rights solely in connection with manufacturing of the Products and packaging to Customer
pursuant to this Agreement.



 


		13.2	Customer represents and warrants that any Product manufactured
by Philips under this Agreement in accordance with the Specifications does not infringe, misappropriate, or otherwise violate
any third party Intellectual Property Rights.



 


		13.3	All right, title and interest in any and all Intellectual
Property Rights and Know How resulting or based on any services by Philips or its Affiliates hereunder or enhancements carried
out or technology developed during manufacture of the Products and that relate specifically and solely to the manufacture of the
Product (“New Technology”), in each case, that were developed for the Product, will be owned exclusively by
Customer. Philips hereby assigns and shall cause its Affiliates to assign all right title and interest in New Technology to Customer,
and shall cause all employees or service providers to assign all right title and interest and waive any moral rights in New Technology.
For greater certainty, “New Technology” shall exclude any (x) modification to Philips pre-existing Intellectual Property
Rights (which, shall exclude any Intellectual Property Rights forming part of the “Purchased Assets” under the Purchase
Agreement) and (y) developments developed not for the Products (collectively, “Philips Retained Product IP’),
provided that Philips and its Affiliates hereby grant to Customer under any such Intellectual Property Rights, which are applicable
or used for the manufacturing of the Product, a non-exclusive, non-transferable (except in accordance with clause 18.4 (Assignment)),
irrevocable, world-wide, fully paid-up license, without the right to grant sub-licenses, to make, have made, sell or commercialize
in any other way the Product.



 


		13.4	The sale of any Products under this Agreement shall not
constitute the transfer of any ownership rights or title in any Intellectual Property Rights or Know How in or to such Products.



 


		14.	CONFIDENTIALITY



 


		14.1	Confidential Information may be disclosed by or on behalf
of a Party or its Affiliates (the “Disclosing Party”) to the other Party or its Affiliates (the “Receiving
Party”) in connection with this Agreement. Each Party agrees to keep the other Party’s (and its Affiliates) Confidential
Information confidential and not to reproduce or disclose such Confidential Information to any third party, or to use it for any
purpose other purpose than for the purposes of this Agreement. Each Party shall protect any Confidential Information of the other
Party (and its Affiliates) with the same degree of care used in protecting its own Confidential Information, but no less than
a reasonable degree of care. Unless otherwise mutually agreed in writing, the Confidential Information shall remain the property
of the Disclosing Party. Each party’s obligation to protect the Confidential Information of the other Party shall continue
for a period of [Redacted – Commercial Sensitive – Time Period] following the date of termination of this Agreement.



 




    	- 17 -



     


    

 


		14.2	Each Party may disclose the other Party’s Confidential
Information to its and its Affiliates’ employees, officers, lawyers, accountants, professional advisers, consultants and
sub-contractors (collectively, “Representatives”) or financing sources (both debt and equity) or any prospective
acquirer of a Party (or substantially all of the assets related to the Products)(collectively, “Other Recipients”)
on a strict need to know basis, provided that such Representatives and Other Recipients are subject to confidentiality obligations
and/or agreements at least as stringent as the confidentiality restrictions imposed by this clause 14 on the Receiving Party.



 


		14.3	The confidentiality obligations set out in this clause
14 shall not apply to any information (but only to the extent that such information) and the definition of “Confidential
Information” shall not be deemed to include any information that:



 


		(a)	is generally available from public sources or in the public
domain through no fault or breach of the Receiving Party or any of its Representatives;



 


		(b)	becomes available to the Receiving Party (or any of its
Affiliates) unless the Receiving Party (or such Affiliate) is aware that such source was bound by a confidentiality agreement
with the Disclosing Party or any or its Representatives or otherwise under a contractual, legal, fiduciary or other obligation
of confidentiality with respect such information;



 


		(c)	developed independently by the Receiving Party or any of
its Affiliates without use of or reliance on the Disclosing Party’s (or any of its Affiliates’) Confidential Information
as demonstrated by written records; or



 


		(d)	was known or in the possession of the Receiving Party (or
any of its Affiliates) prior to its disclosure by the Disclosing Party unless the Receiving Party (or such Affiliate) is aware
that the source of such information was bound by a confidentiality undertaking to the Disclosing Party (or its Affiliates) or
any or its Representatives or otherwise under a contractual, legal, fiduciary or other obligation of confidentiality with respect
to such information.



 




    	- 18 -



     


    

 


		14.4	Notwithstanding any of the carve outs to the definition
of “Confidential Information” contained in clause 14.3, any Confidential Information in respect of the “Purchased
Assets” and the “Business” (each, as defined under the Purchase Agreement) shall be deemed the Confidential
Information of Customer (the “Transferred Confidential Information”), and, in respect of Philips, the carve
out to the definition of “Confidential Information” contained in clause 14.3 shall not apply to any Transferred Confidential
Information, notwithstanding the fact that Philips was aware, had possession of, or independently developed any such Transferred
Confidential Information prior to the Effective Date



 


		14.5	Clause 14 does not prohibit disclosure or use of any Confidential
Information if and to the extent that the disclosure or use is required by applicable Law, any judicial or administrative proceedings,
or the rules of any recognized stock exchange on which the shares of any Party are listed, provided that prior to such disclosure,
the Receiving Party promptly notifies the Disclosing Party of such requirement with a view to providing the Disclosing Party with
the opportunity to contest such disclosure or use and/or to obtain a protective order or otherwise to agree to the timing and
content of such disclosure or use and the Receiving Party shall at the request of the Disclosing Party, assist the Disclosing
Party in contesting such disclosure and/or obtaining a protective order; provided further that the Receiving Party shall only
disclose such portions of the Confidential Information that are strictly required to be disclosed by applicable Law, and if permitted
by applicable Law, the Disclosing Party shall be provided with the opportunity to review and comment on the disclosure to be made.



 


		14.6	Each Party reserves all rights in its and its Affiliates’
Confidential Information. No rights or obligations in respect of a Party’s Confidential Information other than those expressly
stated in this Agreement are granted to the other Party or to be implied from this Agreement. Each Party, and its Representatives
shall protect and keep confidential and shall not use, publish or otherwise disclose to any Third Party, except as permitted by
this Agreement, or with the other Party’s written consent, the other Disclosing Party’s Confidential Information.



 


		15.	FORCE MAJEURE



 


Notwithstanding
any provision to the contrary contained in this Agreement, the Parties shall be excused from the consequences of any breach
of this Agreement if and to the extent that such breach was caused in whole or in part by a Force Majeure event, provided
that (a) the affected Party shall not in any material way have caused or contributed to such Force Majeure event, (b) the
Force Majeure event could not have been prevented by reasonable and ordinary precautions (as would be employed by a
reasonably prudent person in the position of the affected party), and (c) the Force Majeure event could not reasonably have
been circumvented by the affected Party by reasonable and ordinary commercial means, such as the use of alternate suppliers
or subcontractors. Notwithstanding the foregoing:


 


		(a)	the existence or occurrence of a Force Majeure event shall
excuse a breach of this Agreement only for such period of time as the Force Majeure event remains in existence and only to the
extent that such Force Majeure event has caused in whole or in part the breach of this Agreement;



 




    	- 19 -



     


    

 


		(b)	the existence of a Force Majeure event that has caused
a breach of this Agreement shall not prevent a Party from asserting and acting upon a breach of this Agreement that has not been
caused by a Force Majeure event;



 


		(c)	If a Party is not or is not expected to be able to perform
any material obligation under this Agreement due to a Force Majeure event for a period of [Redacted – Commercial Sensitive
 – Time Period] or more, the other Party may terminate this Agreement without liability.



 


		(d)	Notwithstanding the foregoing, Customer may cancel without
liability any affected Purchase Orders if the Force Majeure event would result in a delay in delivery of more than [Redacted
 – Commercial Sensitive – Time Period].



 


For the purposes
of this clause 15, “Force Majeure” means any prevention, delay, stoppage or interruption in the performance
of any obligation or the occurrence of any event due to an act of God, the occurrence of enemy or hostile actions, sabotage, war,
blockades, terrorist attacks, insurrections, riots, epidemics, nuclear and radiation activity or fall-out, civil disturbances,
explosions, fire or other casualty, failure of energy sources, any industry-wide material shortage and changes in governmental
or regulatory action or legislation or regulation, third party labour disputes or strikes or any other similar causes beyond the
control of the Party seeking relief from its obligations as a result of such event, but not including, for clarity, any financial
inability of Philips or any of its Affiliates or the failure of any subcontractor to perform obligations owed to Philips unless
when those are caused by Force Majeure.


 


		16.	EXPORT CONTROL



 


		16.1	Customer understands that certain transactions of Philips
are subject to export control Laws and regulations, such as but not limited to the UN, EU and the USA export control Laws and
regulations, (“Export Regulations”) which prohibit export or diversion of certain products and technology to
certain countries. Any and all obligations of Philips to export, re-export or transfer Products as well as any technical assistance,
training, investments, financial assistance, financing and brokering will be subject in all respects to such Export Regulations
and will from time to time govern the license and Delivery of Products and technology abroad by persons subject to the jurisdiction
of the relevant authorities responsible for such Export Regulations. If the Delivery of Products, services and/or documentation
is subject to the granting of an export or import license by certain governmental authorities or otherwise restricted or prohibited
due to export/import control regulations, Philips may suspend its obligations and Customer’s and/or end-user’s rights
until such license is granted or for the duration of such restrictions or prohibitions. Furthermore, Philips may even terminate
the relevant order in all cases without incurring any liability towards Customer or end-user.



 


		16.2	Philips undertakes to provide Customer on request and in
a timely fashion, with the following information in relation to the Products:



 


		(a)	The country of origin of items to be supplied; and



 




    	- 20 -



     


    

 


		(b)	The applicable export control classification number of
items known by Philips to be so subject to control.



 


		16.3	Each Party will provide the other with reasonable assistance
when applying for export licences for the Product.



 


		16.4	Customer warrants that it will comply in all respects with
the export, re-export and transfer restrictions set forth in such Export Regulations or in export licenses (if any) for every
Product. Customer will not re-export the Product to any Third Parties unless Customer first obtains the same warranty as Customer
is providing in the first sentence of this clause 16.4 from such third party.



 


		16.5	Customer shall take all commercially reasonable actions
in a manner consistent with industry practice, that are within its reasonable control to help minimize the risk of a customer/purchaser
or end-user contravening such Export Regulations.



 


		17.	REGULATORY MATTERS



 


Until execution
of the Quality Agreement, the following provision shall govern the regulatory aspects of the activities under this Agreement.


 


		17.1	Regulatory Actions



 


Customer and
Philips agree to notify each other within two (2) Business Days of any regulatory action affecting the Product.


 


		17.2	Government Inspections, Compliance Review and Inquiries



 


Upon
request of any Governmental Authority or any third party entity authorized by a Governmental Authority, such entity shall,
for the purpose of regulatory review and compliance, have access to observe and inspect the: (i) facilities of Philips; and
(ii) manufacturing, testing, storage and preparation for shipment of Product, including development operations in respect of
manufacturing, and auditing the Philips facility for compliance with applicable Laws. Philips shall give Customer prompt
written notice of any upcoming inspections or audits by a Governmental Authority, governmental entity or any third party
entity authorized by a Governmental Authority of the Philips facility or any of the foregoing, shall provide Customer with a
written summary of such inspection or audit within five (5) Business Days following completion thereof. Philips agrees to use
commercially reasonable efforts to promptly rectify or resolve any deficiencies (consisting of any failure to meet applicable
regulatory requirements under applicable Law then in force) noted by a Governmental Authority, governmental entity or any
third party entity authorized by a Governmental Authority in a report or correspondence issued to Philips or Customer.
Subject to any specific arrangements agreed upon by the parties and subject to any limitations due to the fact (and until)
Philips is the legal manufacturer, Customer shall be responsible for communicating with any Governmental Authority concerning
the Product or the marketing, distribution, sale use of the Product, and Philips shall provide Customer with such assistance
as Customer may reasonably require to assist it in such communications. Philips shall have no such communications
specifically related to the Product, except to the extent (and notwithstanding its confidentiality undertakings in this
Agreement) that they relate to Philips’s manufacture, testing, storage and preparation for shipment of Product
under this Agreement or as required of Philips directly by the Governmental Authority (including but not limited to due to
the fact (and until) Philips is the legal manufacturer of the Product), in which case Philips shall be responsible for such
communications. Notwithstanding the foregoing and except to the extent that an immediate or urgent communication is necessary
under the circumstances or required by applicable Law, Philips in good faith shall consult in advance with Customer regarding
all communications with any Governmental Authority that relate to Product or to Philips’ ability to manufacture the
Product pursuant to this Agreement.


 




    	- 21 -



     


    

 


		17.3	Complaints and Adverse Events



 


Philips and
Customer shall fully comply with the terms of the Quality Agreement regarding their respective obligations and responsibilities
with respect to any complaints or adverse events regarding the Product and other activities related to this Agreement.


 


		17.4	Records



 


Philips shall
maintain, and provide Customer reasonable access to, all records, both during and after the termination or expiration of this Agreement,
in accordance with the Quality Agreement. The cost of any off-site storage of such records after the Term of this Agreement shall
be borne by Customer and invoiced on a calendar quarter basis. After the Term, Customer may elect to have such records delivered
to it upon reimbursing Philips for its reasonable costs of such transfer.


 


		17.5	Testing, Documentation, and Quality Assurance



 


Philips shall
maintain, and provide Customer reasonable access to, accurate and complete production records with respect to the manufacture of
the Product in accordance with the Quality Agreement.


 


The Parties
agree to execute, and shall comply with their respective obligations and duties set forth in, the Quality Agreement. To the extent
that there is any conflict between the terms of this Agreement and the Quality Agreement, the terms of this Agreement shall govern.


 


		17.6	Cooperation as to Adverse Events, Product Inquiries and
Recalls



 


Each Party shall
provide to each other in a timely manner all information which the other party reasonably requests regarding the Product in order
to enable the other party to comply with all applicable Laws. Without limiting the foregoing, each Party will cooperate fully with
the other party in connection with any recall efforts and mandatory problem reporting to Governmental Authorities as more fully
detailed in the Quality Agreement.


 




    	- 22 -



     


    

 


		18.	MISCELLANEOUS



 


		18.1	Entire Agreement



 


This Agreement,
together with the Quality Agreement and the Purchase Order, contains the entire agreement between the Parties relating to the subject
matter of this Agreement, to the exclusion of any terms implied by applicable Law which may be excluded by contract, and supersedes
any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement.


 


Each Party acknowledges
that it has not been induced to enter into this Agreement by any representation, warranty or undertaking not expressly set out
in this Agreement.


 


		18.2	Severability



 


If any provision
in this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable Law, then:


 


		(a)	such provision or part shall to that extent be deemed not
to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected;



 


		(b)	the Parties shall use reasonable efforts to agree a replacement
provision that is legal, valid and enforceable to achieve so far as possible the intended effect of the illegal, invalid or unenforceable
provision.



 


		18.3	Notices



 


Any notice or
other communication required or permitted to be given to any Party hereunder shall be in writing and shall be given to such Party
at such Party’s address set forth below, or such other address as such Party may hereafter specify by notice in writing to
the other Party. Any such notice or other communication shall be addressed as aforesaid and given by:


 


		(a)	delivered personally;



 


		(b)	sent by an internationally recognized overnight courier
service such as Federal Express; or



 


		(c)	e-mail transmission,



 


Philips’
details:


 


	PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.
	Address:	
        PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.

        P.O. Box 10.000

        5680 DA Best, The Netherlands



 




    	- 23 -



     


    

  


	Attention:	[Redacted – Personal Information], Operations Manager MR Best
	Email:	[Redacted – Personal Information]
	With copy to:	
        Legal Department PMSN BV 

Veenpluis 4-6

        5684 PC Best

 Building QX2

        Email:



 


The Company’s details:


 


	PROFOUND MEDICAL INC.
	Address:	
        Profound Medical Inc.

        2400 Skymark Avenue, Unit #6

        Mississauga, ON, L4W
        5K5, Canada

	Attention:	Arun Menawat
	E-mail:	[Redacted – Personal Information]
	With copy to:	
        Torys LLP

        Suite 3000, P.O. Box 270

        79 Wellington Street West

        TD Centre

        Toronto, ON M5K 1N2

        Attention: Cheryl Reicin



 


Any
notice or other communication will be deemed to have been duly given: (A) on the date of service if served personally; (B) on
the Business Day after delivery to an international overnight courier service, provided receipt of delivery has been
confirmed; or (C) on the date of transmission if sent via e-mail transmission, provided confirmation of receipt is obtained
promptly after completion of transmission and provided that transmission via e-mail is followed promptly by delivery via one
of the methods in Clause 18.3(a) or (b) above.


 


		18.4	Assignment



 


This
Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
This Agreement may not be assigned by either Party, in whole or in part, to any Third Party without the prior written consent
of the other Party, except that either Party may assign this Agreement as a whole, and all of its rights and obligations
hereunder, without the consent of the other Party, but upon written notice to the other Party (a) to an Affiliate, or (b) in
case of a transfer of all, or substantially all, stock or assets of such Party or the relevant business activity through
which such Party acts in this Agreement to a Third Party or to any partnership or other venture in which such business
activity is to participate. Except as provided above, without prior written consent of the other Party, any assignment or
pledge of rights under this Agreement by a Party to a Third Party shall have no effect vis-à-vis such Third Party.


 




    	- 24 -



     


    

 


 


		18.5	Independent Contractors



 


The Parties
to this Agreement are independent contractors and nothing in this Agreement shall operate to create a relationship of agency, partnership
or employment between the Parties and neither Party shall have any right or authority to act on behalf of the other nor to bind
the other by contract or otherwise (except as expressly permitted by the terms of this Agreement).


 


		18.6	Headings



 


Headings used
in this Agreement are for convenience only and shall not affect the interpretation.


 


		18.7	Amendments and Waiver



 


No amendment
of this Agreement shall be effective unless such amendment is in writing and signed by or on behalf of each of the Parties. No
waiver of any provision of this Agreement shall be effective unless such waiver is in writing and signed by or on behalf of the
Party entitled to give such waiver.


 


		18.8	Disputes and Applicable Law



 


This Agreement
(including any dispute hereunder) and the documents to be entered into pursuant to it, save as expressly otherwise provided therein,
will be governed by and construed in accordance with the Laws of the Netherlands. The applicability of the UN Convention on Contracts
for the International Sale of Goods (Vienna convention) is explicitly excluded.


 


Any dispute
arising out of or in connection with this Agreement shall be resolved in the manner provided in Sections 12.1 and 12.2 of the Purchase
Agreement.


 


		18.9	Counterparts



 


This Agreement
may be executed in multiple counterparts, each of which shall be deemed an original. Signatures submitted by facsimile and electronically
transmitted signatures as to which authenticity can reasonably be confirmed, shall be valid.


 


		18.10	Third Party Rights



 


Save as expressly
otherwise stated, this Agreement does not contain a stipulation in favour of a Third Party.


 




    	- 25 -



     


    

 


		18.11	Costs



 


Except as otherwise
provided in this Agreement, all costs which a Party has incurred or shall incur in preparing, concluding or performing this Agreement
are for that Party’s own account.


 


		18.12	Insurance



 


Philips shall
fully comply with the terms of the Quality Agreement regarding its obligations and responsibilities with respect to maintaining
the required level of insurance.


 


		18.13	Further Assurances



 


Each Party shall
at its own costs and expenses from time to time execute such documents and perform such acts and things as the other Party may
reasonably require to give the other Party the full benefit of this Agreement.


 




    	- 26 -



     


    

 


IN WITNESS WHEREOF, this Agreement
has been duly executed and delivered by the duly authorized representatives of the parties as of the dates set forth below.


 





	PHILIPS MEDICAL SYSTEMS	 	PROFOUND MEDICAL INC.
	NEDERLAND B.V.	 	 
	 	 	 
	By:	/s/ Iwald
    Mons	 	By:	/s/ Arun Menawat
	 	 	 	 	 
	Name:	Iwald Mons	 	Name:	Arun Menawat
	 	 	 	 	 
	Title:	M&A Project Leader	 	Title:	Chief Executive Officer
	 	 	 	 	 
	Date:	July 31, 2017	 	Date:	July 31, 2017







 




     


     


    

 


[Redacted – Commercially
Sensitive – Schedules concerning Product specifications, details, pricing, lead times, production plan and transition details]