Exhibit 4.4


 





RESALE PURCHASING AGREEMENT


 


This Resale Purchasing Agreement
is effective as of July 31, 2017 ("Effective Date") by and between Philips Medical Systems Nederland B.V.
having a place of business at Veenpluis 4-6, 5684 PC Best, the Netherlands (“Philips”); and Profound Medical
Inc., having a place of business at 2400 Skymark Avenue, Unit #6, Mississauga, ON, L4W 5K5, Canada (“Supplier”)
(individually, a “Party” and jointly, the “Parties”)


 


PREAMBLE


 


WHEREAS, Philips is engaged in the development, design,
engineering, manufacturing, marketing, sale and delivery of medical equipment and systems;


 


WHEREAS, Supplier is engaged in the development, design,
engineering, manufacturing, sale, delivery and support of Products (as defined herein);


 


WHEREAS, Buyer (as defined herein) desires to purchase
from Supplier a varying volume of Products for the purpose of reselling such Products to Customers and Supplier desires to sell
such Products to Buyer for its resale activities under this Agreement;


 


WHERAS, on the date hereof, the Parties have entered
into a Supply Agreement, pursuant to which, for the term specified therein, Philips will manufacture and supply, as a contract
manufacturer to Supplier, the Products (the “Supply Agreement”);


 


WHEREAS, the Parties hereto wish
to set forth in this Agreement the terms and conditions under which Buyer will purchase from Supplier and Supplier will sell and
deliver to Buyer the Products and Consumables; provided, for greater certainty, subsequent to the initial sale of Consumables by
Buyer to a Customer, and outside the scope of this Agreement, Supplier may sell and deliver directly to Customers additional Consumables
beyond those delivered in connection with the initial sale of the Product;


 


NOW, THEREFORE, in consideration of the mutual promises,
and of the representations, warranties, covenants and agreements contained herein the Parties agree as follows:


 


ARTICLE 1: DEFINITIONS


 


For purposes of this Agreement, the following terms
have the following meanings:


 


		1.1	“Affiliates” 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 fifty percent (50%) or more of the securities having voting power for the
election of directors or other governing body of a corporation or fifty percent (50%) or more of the partnership interests or
other ownership interests of any other Person will be deemed to control such Person.



 


		1.2	“Agreement”  means this Agreement, as
the same may be amended or supplemented and/or restated from time to time in accordance with the terms hereof, including all Attachments,
exhibits and other documents referred to herein or therein.



 




     


     


    

 


Philips & Profound


 


		1.3	“Buyer” means Philips or any of its
Affiliates that has issued a Purchase Order under this Agreement.



 


		1.4	“Buyer Indemnitees” has the meaning
given to such term in clause 9.1.4.



 


		1.5	“Change of Control” means with respect
to Supplier (i) the sale of all or substantially all of the assets of Supplier, or (ii) a merger, consolidation or other reorganization
of Supplier which results in more than fifty percent (50%) of the voting stock of the resulting or surviving entity being owned
or held by persons other than those owning or holding the voting stock in Supplier on the date of this Agreement, or (iii) the
sale by one or more stockholders of Supplier, in a single transaction or series of related transactions, of more than fifty percent
(50%) of the voting stock of Supplier to one or more third parties who are at the time of such sale unaffiliated with any shareholders
of Supplier.



 


		1.6	“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.



 


		1.7	“Consumables” means the consumables
that function with the Product as identified in Attachment 1.



 


		1.8	“Customer” means any customer of Buyer
that purchases and/or uses Philips Equipment together with any of the Products.



 


		1.9	“Factory Test Report” means the report
attached as Attachment 5 hereto during the term of Supply Agreement and thereafter a similar document with the same content
and modified signatures and introduction language.



 


		1.10	“Force Majeure Event” means any prevention,
delay, stoppage or interruption in the performance of any obligations or the occcurance 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 a Party or any of its Affiliates or the failure of any subcontractor
to perform obligations owed to a Party (unless such failure by a subcontractor in turn was caused by a Force Majeure Event).



 




    
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		1.11	“Intellectual Property Rights” (or “IPR”)
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.



 


		1.12	“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).



 


		1.13	“OEM Quality Agreement” means the OEM
Quality Agreement signed as a supplementary agreement to this Agreement by Buyer and Supplier on the Effective Date of this Agreement.



 


		1.14	“Open Source Software” means any software
that is licensed under terms that require as a condition of use, modification and/or distribution of a work: (i) the making available
of source code or other materials preferred for modification;(ii) the granting of permission for creating derivative works; (iii)
the reproduction of certain notices or license terms in derivative works or accompanying documentation; or (iv) the granting of
a royalty-free license to any party under Intellectual Property Rights regarding the work and/or any work that contains,



is combined with, requires or otherwise is based on
the work.


 


		1.15	“Philips Equipment” means the various
versions of the Philips Achieva 3.0T and 1.5T and Ingenia 3.0T and 1.5T MRI systems with which Products will be used by Philips
and Customers.



 


		1.16	“Person” means any individual, partnership,
limited partnership, joint venture, syndicate, sole proprietorship, Supplier or corporation with or without share capital, unincorporated
association, trust, trustee, executor, administrator or other legal personal representative or governmental authority.



 


		1.17	“Price” means the price for the Product
as specified in Attachment 1.



 


		1.18	“Product” means the products delivered
by Supplier to Buyer as further identified in the respective Attachment 1, including if so specificied in Attachment
1: service parts as well as any materials, sub-assemblies, accessories or software incorporated in the Product and any other
items supplied by Supplier to Buyer (in respect of the Product), including Consumables or any incidental services provided by
Supplier, in their form existing as of the Effective Date and as the same may be modified, enhanced or improved by or on behalf
of Supplier and its Affiliates, unless otherwise agreed by the Parties.



 




    
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		1.19	“Production Plan” means the production
plan as defined in the Supply Agreement, or after the termination of the Supply Agreement, a production plan to be mutually agreed
by the Parties, acting reasonably and in good faith, in writing.



 


		1.20	“Purchase Agreement” means the Asset
and Share Purchase Agreement (the “Purchase Agreement”) entered into on June 30, 2017 by Supplier and Koninklijke
Philips NV (“Philips NV”) N.V. (an Affiliate of Buyer).



 


		1.21	“Purchase Order” means any written or
electronic purchase order issued by Buyer to Supplier for a Product, each of which will be governed by and be subject to the terms
of this Agreement, unless explicitly agreed otherwise in writing in the respective Purchase Order.



 


		1.22	“Specifications” means the specifications,
descriptions, design criteria, drawings, samples, prototypes and other requirements relating to the Products provided in writing
by Supplier to Buyer from time to time to define Productst.



 


		1.23	“Supplier” means Profound Medical Inc.
and its Affiliates that provide Products hereunder.



 


		1.24	“Territory” means for each Product the
area or country as listed in Attachment 1.



 


		1.25	“Third Party” means any Person other
than the Parties and their Affiliates.



 


ARTICLE
2: SCOPE AND INTENT


 


		2.1	Supplier will manufacture and on a non-exclusive basis
sell and deliver to Buyer for resale in combination with or separately from Philips Equipment to Customer the quantities of Products
as may be ordered, subject to any restrictions on forecasts and orders contained herein, by Buyer under this Agreement and the
OEM Quality Agreement.



 


		2.2	Buyer shall use commercially reasonable efforts to sell
Products to Customers in the Territory for use in combination with Philips Equipment and under the brand name(s) as indicated
in Attachment 1. Buyer shall not distribute, sell or export any Products outside of the Territory. Buyer shall not solicit
orders for Products outside the Territory.



 


		2.3	Nothing in this Agreement, shall prevent Supplier from
selling Products to other customers, or prevent Buyer from selling Philips Equipment.



 


		2.4	Supplier shall be responsible for the design, engineering,
manufacture, quality control and sourcing of Products, as set forth in the OEM Quality Agreemet, and is entitled to outsource
or subcontract these activities without the consent of the Buyer being required. Such outsourcing or subcontracting shall not
release Supplier from any of its duties and obligations in or in relation to this Agreement or under applicable law.



 


		2.5	Supplier shall deliver the Products and any other deliverables
to the Buyer at the agreed point of delivery as specified in Attachment 1.



 


		2.6	Installation, application support, training, maintenance
and service to the Customer (for the avoidance of doubt, including the remedies for non-compliance with Product warranties as
set forth in clause 9.3) will be provided by Supplier as set forth in Attachment 2, it being understood that Supplier may
subcontract these activities to Buyer and/or its Affiliates, subject to the parties written agreement, on the basis of the scope
and service fees as set out in Attachment 2.



 




    
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		2.7	The Parties may agree in writing on additional terms and
conditions defined for certain parts of the Territory in local agreements, if any (hereinafter “Local Agreements”).
This Agreement sets out the principles and framework for the underlying Local Agreements. In case of conflict between the Local
Agreements and this Agreement, this Agreement will prevail, unless explicitly agreed otherwise in writing in a Local Agreement
(using the words “notwithstanding the terms of the Resale Purchase Agreement, the Parties expressly agree”), it being
understood that quality, sustainability and liability in respect of the Product cannot be deviated locally from the terms of this
Agreement. As of the Effective Date, there are no local agreements.



 


		2.8	The Parties will meet from time to time (but not less than
one time per year) as mutually agreed by the parties to discuss efficiency increases, product and technology roadmaps, price/performance
ratio of Products, cost and quality issues, Supplier’s and Buyers performance hereunder, market conditions, and all other
issues which the Parties may deem appropriate, including, conducting meetings of the Joint Steering Committee (as defined in the
Purchase Agreement) in accordance with the schedule for meetings of the Joint Steering Committee as contemplated by the Purchase
Agreement.



 


		2.9	Buyer will use commercially reasonable efforts to engage
in the marketing and promotion of the Products in the Territory, through such means as personal contact with prospective customers,
distribution of Product literature and the like in accordance with Attachment 4. Supplier will use commercially reasonable
efforts cooperate with Buyer in the promotion of the Products in accordance with Attachment 4. Each Party agrees to adhere
to the COCIR Code of Conduct in its efforts to promote the Product.



 


		2.10	Except for connecting the Product to Philips Equipment,
Buyer shall not modify, reverse engineer, disassemble, decompile, decode, copy, duplicate, change or alter the Product or any
parts or components thereof unless with Supplier’s prior written consent.



 


ARTICLE
3: TERM


 


		3.1	This Agreement shall come into effect on the Effective
Date, and unless terminated earlier, shall continue in full force until [Redacted – Commercially Sensitive – Term]
anniversary of the Effective Date (the “Initial Term”), provided [Redacted – Commercially Sensitive
 – Term]. The Initial Term shall thereafter automatically renew for additional [Redacted – Commercially Sensitive
 – Term] (the Initial Term and any renewal thereof being collectively referred to herein as the “Term”),
unless either Party terminates this Agreement by no less than ninety (90) days written notice prior to the end of the then current
Term. If the end of the Term does not coincide with the end of the term of any Purchase Order (other than due to termination upon
notice), then this Agreement shall automatically renew with respect only to the open Purchase Order for additional one (1) week
periods until such time as the Purchase Order has been fully completed in accordance with the terms of such Purchase Order and
this Agreement.



 




    
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ARTICLE 4: COMPONENTS, CHANGES AND
DISCONTINUATION OF PRODUCT


 


4.1           Changes


 


		4.1.1	Any changes to the Product including those changes and
modifications referred to in the OEM Quality Agreement shall be discussed in the Joint Steering Committee (as such is established
under the Share Purchase Agreement) prior to the change being implemented.



 


4.2           Discontinuation
of Production.


 


		4.2.1	Subject to the forecasting and delivery requirements and
obligations outlined in this Agreement, Supplier agrees to provide the Product in accordance with the terms of this Agreement
of (i) in respect of the Product during the Term of this Agreement, unless the Agreement is partially terminated pursuant to clause
14.1.1 with respect to that Product, to the extent such partial termination is provided for hereunder; and (ii) during the Term,
in respect of Consumables, for a period of two (2) years after last shipment of the relevant Product to Buyer under this Agreement.



 


ARTICLE 5:  PRICE, PAYMENT, SET OFF, CURRENCY


 


5.1           Price.


 


		5.1.1	Parties have agreed upon the Price and payment terms which
apply and against which Buyer may order Products (and if so specified in Attachment 1 for the relevant Product: Consumables
and/or services) from Supplier as well as the period of validity of such Price, all as specified in Attachment 1 (as may
be adjusted from time to time if mutually agreed in writing by the Parties).



 


		5.1.2	Supplier shall at all times offer the most favorable prices,
for similar quantities of Products purchased, for the Products to Buyer, meaning that such prices shall be no less favorable than
those currently and in the future extended to the customers of Supplier, in each instance, based on an similar quantities of purchases.
Accordingly, Buyer shall automatically have the benefit of any lower prices, charges or fees Supplier offers to third parties
and Supplier shall notify Buyer immediately at its own initiative of such more favorable terms offered to third parties for similar
quantities of Products of like kind and quality.



 


		5.1.3	Subject to applicable law, Supplier and Philips agree to
discuss purchase prices and other terms whenever market conditions so require, including possible price reductions and anything
else considered materially relevant for the performance of this Agreement by either Party. Such discussions may include the average
price for the Product received by Buyer in each jurisdiction in the Territory (in the previous year), at most once per year. The
prevailing prices and other terms agreed upon in Attachment 1 will remain in effect until the Parties have reached a mutual
written agreement on new prices and other terms.



 


		5.1.4	In respect of any sale of a Product to a Customer, if Buyer
wishes to offer a discount on the price of such Product to such Customer, Philips may discuss such discount with Supplier. If
Supplier does not agree, in its sole discretion, to provide Buyer a further discount in respect of such sale, Buyer will then
decide, in its sole discretion, as to whether it wishes to provide the originally proposed discount to such Customer (without
receiving a corresponding discount from Supplier) and Supplier will have no further obligations to discuss further discounts in
respect of such sale.



 




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



 


5.2           Payment.


 


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



 


		5.2.2	[Redacted – Commercially Sensitive – Payment
Terms]



 


		5.3	[Redacted – Commercially Sensitive – Payment
Terms]



 


5.4           Currency.


 


		5.4.1	All invoicing and payment obligations under this Agreement
will be satisfied in the same currency as the currency of the Price as specified in Attachment 1.



 


ARTICLE
6:  PLANNING AND ORDERING


 


6.1           Planning.


 


		6.1.1	Buyer shall provide Supplier 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 twelve (12) month forecast for
the Products (including the major configuration of each Product such as field strength and Consummables) (“Forecast”)
it expects to purchase during such 12-month 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, Buyer shall give Supplier
at least six (6) months 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.



 


		6.1.2	Notwithstanding Buyer’s obligations pursuant to clause
6, the first two (2) months of each Forecast shall constitute a binding commitment of Buyer to purchase the quantities of Products
set forth in the relevant Forecast for such two (2) month period. The Forecast for the period beyond this two (2) month period
shall be non-binding except to the extent otherwise provided in this clause 6. Only Purchase Orders as accepted by Supplier constitute
an obligation for Supplier to actually produce the so ordered Products and no quantities of Products in the Forecast provided
by Buyer shall constitute an accepted Purchase Order.



 




    
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		6.1.3	Buyer shall have the right to increase or decrease, as
the case may be, the 12-month Forecast only within the limitations set forth in the Production Plan per quarter.



 


6.2           Ordering.


 


		6.2.1	Only Purchase Orders placed by Buyer (except for blanket
purchase orders placed for estimated annual purposes, which are non binding) and accepted by Supplier will create a binding obligation
on Buyer to take delivery and make payment for Products delivered under such Purchase Order. Supplier will accept a Purchase Order
to Buyer by returning a signed confirmation of the Purchase Order to Buyer. Order acknowledgement may be made by Supplier if so
agreed with Buyer using customary means as email or other electronic transmission.



 


		6.2.2	Any Purchase Order issued by Buyer under this Agreement
to Supplier shall constitute a contractual relationship between that respective Buyer and Supplier. Supplier shall not hold any
Buyer liable for any damages or losses arising from any act, default, omission or negligence of another Buyer, including but not
limited to any default payment; provided that Philips shall be responsible for the obligations of all Buyers, solely to the extent
that the applicable Purchase Orders of such Buyers are delivered by Philips to Supplier. Notwithstanding anything to the contrary
herein, Supplier warrants also towards Philips the proper fulfilment of any and all obligations and warranties in the supply of
any Products hereunder to Buyer. As a result any breach by Supplier against Buyer under this Agreement shall also be regarded
a breach by Supplier against Philips under this Agreement, in which case Philips shall be entitled to claim any and all damage
that it and/or Buyer has incurred in connection with such breach, it being understood that the same damage can only be claimed
once by Philips and/or Buyer.



 


		6.2.3	No Purchase Order shall be deemed to be accepted by Supplier
until accepted in writing (including by email or another agreed manner of communication) by Supplier. Supplier shall not reject
any Purchase Order which is placed in accordance with the Forecast, the applicable lead time for such Product (set forth in Attachment
1) and otherwise in accordance with this Agreement.



 


		6.2.4	Supplier shall confirm to Buyer the receipt of each Purchase
Order issued hereunder (each, a “Confirmation”) within seven (7) days following Supplier’s receipt thereof
in writing or in any other mutually agreed manner of communication (e.g., EDI or email). Each Confirmation must reference Buyer’s
Purchase Order number, confirm acceptance of the Purchase Order, include a confirmed Delivery Date (which may differ from the
requested one in the Purchase Order)or, solely if permitted under this clause 6.2.4, advise Buyer of Supplier’s rejection
of such Purchase Order, the date of acceptance or rejection and the basis for rejection, if applicable. If Supplier commences
performance under such Purchase Order, Supplier will be deemed to have accepted the Purchase Order. Buyer may withdraw any Purchase
Order prior to Supplier’s acceptance thereof. Supplier may only reject a Purchase Order if (a) the quantity ordered by Buyer
in such Purchase Order is inconsistent with the quantity in the applicable Forecast in accordance with clause 6, (b) Supplier
has sent Philips of termination pursuant to clause 14 or (c) the applicable Purchase Order includes terms and conditions that
supplement those contained in this Agreement, which Supplier is unwilling to accept. Supplier may not cancel any previously accepted
Purchase Order hereunder. Buyer may not cancel a previously accepted Purchase Order .



 




    
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ARTICLE
7:  DELIVERY


 


7.1           Delivery


 


		7.1.1	Delivery of Products to Buyer shall be made in accordance
with the Incoterms as referred to in Attachment 1. Incoterms 2010, shall apply to the interpretation of the delivery terms
mentioned in this Agreement.



 


		7.1.2	Supplier shall make the agreed deliveries by making the
Products and any other deliverables available to the Buyer at the agreed point of delivery as specified in Attachment 1.
The risk in the Products shall pass to Buyer on Delivery Date in accordance with the Incoterms set forth in Attachment 1.
[Redacted – Commercially Sensitive –Shipping Terms]



 


		7.1.3	[Redacted – Commercially Sensitive – Shipping
Terms]



 


		7.1.4	Buyer shall inspect shipments for freight damages at time
of receipt of the Product at the named place of delivery specified in the Purchase Order and promptly notify Supplier of any freight
damage.



 


		7.1.5	Should Supplier wish to deliver Products before the Delivery
Date, than Buyer may choose, at its option to (i) return such Products in order to have them delivered at the Delivery Date, in
which case transportation charges shall be for Supplier’s costs, (ii) accept delivery but withhold payment for such Products
until the Delivery Date, or (iii) keep the Products in storage at Supplier’s costs until the Delivery Date.



 


7.2           Complete
Delivery.


 


		7.2.1	Supplier may not over ship or under ship Products. In either
case, Supplier will alert Buyer in a timely manner. Supplier will recover any over shipments or ship additional Products to cover
under shipments. All over shipments returned to Supplier, and all additional Products shipped by Supplier to cover under shipments,
will be at Supplier’s risk and expense, including transportation charges.



 


7.3           Acceptance.


 


		7.3.1	[Redacted – Commercially Sensitive – Delivery
and Acceptance Details]



 


7.4           Buyer’s
subcontractors.


 


		7.4.1	Buyer may appoint a third party to handle logistics, administration,
integration, assembling or other activities relating to Products or Philips Equipment, in which case Buyer shall inform Supplier
hereof.



 


ARTICLE
8:  DOCUMENTS


 


8.1           Supplier’s
Documents.


 


		8.1.1	Supplier will provide end-user documentation in the language
of the anticipated end users as per the legal requirements of the relevant countries, such countries as initially forecasted in
Attachment 1.



 




    
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		8.1.2	Buyer may reproduce, create and disseminate derivative
works from such technical data and other Supplier’s Documents and use, in any manner the technical data and other Supplier’s
Documents, without a license fee or other payment to Supplier or third parties. Such derivative works shall be true and accurate.
Buyer shall obtain Supplier’s prior written approval over such derivative works. Buyer shall provide Supplier with copies
of such derivative works.



 


8.2           Updates
of Supplier’s Documents.


 


		8.2.1	Supplier shall update and maintain its Documents relating
to the Product, during the Term of this Agreement including the continuing maintenance and service support period as provided
herein. Updates will be made available to reflect any changes and modifications implemented to the Products. Any corrections or
updates to Supplier’s Documents will be promptly furnished to Buyer at no charge to Buyer.



 


8.3           Promotional
Materials


 


		8.3.1	All advertisements, promotions and other descriptive matters
(together referred to as “Promotional Material”) provided by Supplier shall be consistent with the labelling
of the Product. At Buyer’s request, Supplier shall review any Promotional Material created by the Buyer that refers to the
clinical use, safety or effectiveness of the Product and shall confirm to Buyer in writing within ten (10) days of submission
that such Promotional Material is consistent with the labelling of the Product and complies with all applicable regulatory requirements
for the Product under applicable law. If Supplier cannot so confirm, it shall within ten (10) days of the submission, identify
in detail the provisions of the Promotional Material that are non-compliant or inconsistent with labeling. Supplier shall defend,
indemnify and hold Buyer and its Affiliated Companies harmless from any and all claims, direct losses, demands, direct costs and/or
liabilities, including reasonable attorney fees, alleging that Promotional Material provided or confirmed by Supplier promotes
use inconsistent with the Product labelling or causes the Product to be misbranded or adulterated.



 


ARTICLE 9:  REPRESENTATIONS AND
WARRANTIES


 


9.1           Representations
and Warranties.


 


		9.1.1	Supplier represents and warrants to Buyer 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 Buyer 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 design, construction, manufacture and material [Redacted – Commercially Sensitive]



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



 




    
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		v.	do not contain any of the restricted substances as listed
in the Sustainability Declaration;



		vi.	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.



 


		9.1.2	Supplier’s representations and warranties do not
apply to:



 


		i.	Philips Equipment;



		ii.	damage to Products resulting from misuse, abuse, accident,
neglect, impacts and/or abrasions and failure to use or store Products as provided for in the Specifications;



		iii.	damages resulting from any modifications or alterations
made by Buyer or a Customer to Products, including those resulting from the repair or service of Products by anyone other than
Supplier approved personnel or in a manner not approved by Supplier; and



		iv.	damage resulting from Customer’s application of cleaners,
germicides or other chemicals not approved by Supplier. For the avoidance of doubt, clause 9.1.2(iii) shall not apply to damages
to the Product resulting from the connection of the Product to Philips Equipment by Supplier upon installation.



 


		9.1.3	[Redacted
                                         – Commercially Sensitive – Warranty]



 


		9.1.4	[Redacted – Commercially Sensitive – Warranty]



 


		9.1.5	Subject to the limitations applied (including the ability
to bring a claim) in respect of the Factory Test Report pursuant to clause 7.3 and 9.1.4, the foregoing warranties will survive
any inspection, delivery, acceptance, or payment by Buyer and will be enforceable by Buyer 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 “Buyer Indemnitees”), for the period set
forth in clause 9.2.



 


9.2           Warranty
Term.


 


		9.2.1	Without prejudice to any other rights accruing under this
Agreement or law, the warranties set forth in clause 9.1 will extend for [Redacted – Commercially Sensitive – Warranty
Term]. Products repaired or replaced by Supplier within the Warranty Term are warranted for the remainder of the original
Warranty Term of said Products.



 


9.3           Buyer’s
Remedies.


 


		9.3.1	Subject to the remedies in clause 7.3 in respect of failure
to meet the Specifications, if Products do not comply with the warranties set forth in clause 9.1, Buyer may then, after having
consulted Supplier as to the most appropriate remedy, elect reasonably to have Products:



 


		i.	returned to Supplier for repair or replacement;



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



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



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



 




    
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		9.3.2	Supplier will bear all costs, including transportation
and labor costs, in connection with the repair or replacement of, and all other costs or damages Buyer may incur as a result of
Products not complying with clause 9.1. If Supplier agrees that Buyer performs the repair, Supplier will provide Buyer free of
charge with any replacement Product or upgrade necessary, and will reimburse Buyer for all costs relating to such repair, including
any related labor costs.



 


ARTICLE 10: CONFIDENTIALITY


 


		10.1	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 – Commercially Sensitive – Confidentiality Term] following the date of termination of this Agreement.



 


		10.2	Each Party may disclose the other Party’s Confidential
Information to its and its Affiliates’ employees, officers, lawyers, accountants, sub-contractors (collectively, “Representatives”)
or financing sources (both debt and equity) or any prospective acquirer of of 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 10 on the Receiving Party.



 


		10.3	The confidentiality obligations set out in this clause
10 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.



 




    
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		10.4	This clause 10 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 (or its parent entity) 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.



 


		10.5	Notwithstanding any of the carve outs to the definition
of “Confidential Information” contained in clause 10.3, 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 Supplier (the “Transferred Confidential Information”), and, in respect of Philips, the carve
out to the definition of “Confidential Information” contained in clause 10.3 shall not apply to any Transferred Confidential
Information, notwithstanding the fact that Philips was aware of, had possession of, or independently developed any such Transferred
Confidential Information prior to the date of this Agreement.



 


		10.6	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.



 


ARTICLE 11: INTELLECTUAL PROPERTY
RIGHTS


 


11.1         Intellectual
Property Warranty and Indemnification.


 


		11.1.1	Supplier represents and warrants to Buyer that: (x) it
has not received any notice claiming that any of Products and services directly or indirectly infringes any third party IPR; and
(y) to the best of its knowledge, all Products delivered hereunder do not directly or indirectly infringe, misappropriate, or
otherwise violate any third party IPR. Supplier shall defend, indemnify and hold harmless Buyer Indemnitees from and against all
liabilities, costs, damages and expenses, including reasonable attorneys’ fees, arising from or related to any claim that
Products, in whole or in part, directly or indirectly infringe, misappropriate, or otherwise violate any IPR of a Third Party.
If Supplier does not diligently pursue resolution of the claim against Buyer Indemnitees or provide reasonable assurances that
it shall diligently pursue resolution, then the Buyer Indemnitee against who such claim has been advanced may, without in any
way limiting its other rights and remedies, defend against the claim at Supplier’s expense. If the use of a Product is found
to (or believed by Supplier to) directly or indirectly infringe, misappropriate, or otherwise violate any Third Party IPR, Supplier
shall, without in any way limiting its foregoing obligations, and at its sole expense:



 




    
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		(a)	procure the necessary rights so that Products are not subject
to any such claim;



		(b)	replace or modify Product with a product of equivalent
performance so that it avoids such claim; or



		(c)	if the options under subclasses a) or b) above are not
possible, refund to Buyer in full all costs paid by Buyer for the relevant Products and pay all reasonable additional costs incurred
by Buyer as a result of Supplier’s action under sub clauses a), b) or c).



 


If the Parties foresee that the Parties will jointly
develop any Intellectual Property Rights in connection with this Agreement, such development will be reviewed by the joint streering
committee (as contemplated by the Purchase Agreement) and appropriate legal documentation will be put in place to address such
joint development, in a form approved by such joint steering committee.


 


11.2         Open
Source Software Warranty and Indemnification.


 


		11.2.1	Supplier represents and warrants that Products do not include
and are not accompanied by any portion of Open Source Software that has not been approved by Buyer in writing. As a condition
for such approval, Supplier shall provide to Buyer a full specification of such Open Source Software together with a copy of the
license conditions associated therewith. Supplier shall deliver all necessary information to enable Buyer to comply fully with
the licenses of all Open Source Software, including but not limited to any required notices to be reproduced by Buyer and the
source code if such licenses requires as a condition of distribution the making available of source code.



 


		11.2.2	Supplier represents and warrants that any use of any Open
Source Software in Products, when used as anticipated by this Agreement, does not require Philips’ Equipment or any other
product of Buyer to be licensed under terms set forth in the definition of Open Source Software. Supplier shall defend, indemnify
and hold harmless Buyer Indemnitees against any and all losses, damages, costs and expenses, including reasonable attorneys’
fees. arising from any inclusion, or claims related to the inclusion, of Open Source Software in Products.



 


11.3         False
Patent Marking


 


		11.3.1	False Patent Marking. Supplier shall defend, indemnify
and hold harmless the other Party against any and all claims arising from Markings on Marked Products alleged to be false or otherwise
in violation of the law. As used herein, (a)          ”Markings”
means one or more patent numbers and/or the words or phrases “Patent”, “Patented”, “Patent Pending”,
 “patent applied for”, “covered by one or more of the following patents”, “may be covered by patent
number”, “covered by at least patent number”, or any derivations thereof, or any word or number importing, implying,
indicating, or suggesting that the same is or is in the process of being patented, and (b) ”Marked Products” means
Markings on or in connection with various products, product components, product packaging, materials accompanying Product, and
product advertising, including web-based advertising/marketing materials, having, including, or referencing such Markings.



 


11.4         License.


 


		11.4.1	The purchase of a Product shall confer on Buyer and on
Buyer Indemnitees an irrevocable, world-wide, royalty-free and fully paid up, non-exclusive, license under all IPR owned or controlled,
directly or indirectly, by Supplier related to the Product to use, market, sell, lease, license, distribute or otherwise dispose
of Product acquired by Buyer under this Agreement throughout the Territory.



 




    
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		11.4.2	Nothing in this Agreement shall be construed as limiting
the Parties rights and obligations under the [Redacted – Commercially Sensitive – Reference to external agreement].



 


		11.4.3	This Agreement and the supply of Products by Supplier to
Buyer does not grant Supplier either explicitly or by implication any right, title or interest in or to any of Buyer’s or
any of its Affiliates’ Confidential Information and/or Intellectual Property Rights OR GRANT TO BUYER EITHER EXPLICITLY
OR BY IMPLICATION ANY RIGHT, TITLE OR INTEREST IN OR TO ANY OF SUPPLIER’S OR ANY OF ITS AFFILIATES CONFIDENTIAL INFORMATION
AND INTELLECTUAL PROPERTY RIGHTS OTHER THAN THE LICENSED RIGHTS CONFERRED UNDER CLAUSE 11.4.1, AND THAT BUYER SHALL NOT SEEK TO
OBTAIN (OTHER THAN FROM SUPPLIER) ANY INTELLECTUAL PROPERTY RIGHTS IN THE PRODUCTS.



 


		11.4.4	Buyer hereby assigns and transfers and, to the extent any
such assignment or transfer cannot be made at present, will assign and transfer to Supplier and its successors and assigns or
Supplier’s designee, all Buyer’s right, title and interest in and to all Intellectual Property Rights that are created,
developed, made, conceived or reduced to practice by Buyer or under Buyer’s direction in connection with the services provided
under this Agreement (the “Developed Intellectual Property”) and waives any moral rights with respect to such
Developed Intellectual Property.



 


11.5         Trademarks.


 


		11.5.1	Except as set forth in this clause 11.5, this Agreement
and the manufacture and supply of Products by Supplier does not grant to Supplier any rights in or license to the word mark Philips
or any other trademark, trade name or other indicia of Buyer or its Affiliates (hereinafter, individually and collectively referred
to as “Buyer’s Marks”) or to the use of the Buyer’s Marks, whether to Products alone or in any
combination in press releases, advertisements, sales literature or otherwise without Buyer’s prior written consent. Supplier
will not copy or imitate the content or material style of Buyer’s websites onto its own web site or sections of it to avoid
confusion to Internet users.



 


		11.5.2	Buyer may use the name of Supplier and the name of Products
only for the purpose of advertising and marketing Products or Buyer’s medical products.



 


		11.5.3	Buyer acknowledges and agrees that the all Supplier trademarks
associated with Products are the trademarks of Supplier and Buyer shall not rebrand Products for resale, seek to obtain any rights
in Supplier trademarks through the filing of trademark applications. Buyer shall leave in place all trade-marks, labels and other
trade designations placed by Supplier on Products and their packaging (including designations indicating manufacture by Supplier)
and shall not alter any such trade-marks, labels or other trade designations without the prior written consent of Supplier.



 


		11.5.4	All goodwill associated with Buyer’s use of Supplier’s
trademarks shall enure exclusively to the benefit of Supplier. Buyer shall not take any action which may constitute an infringement
of such rights without prior written authorization from Supplier. Furthermore, Buyer shall not use or make reference to Supplier’s
trademarks or trade name (or any derivation thereof) in connection with Buyer’s own products or trade name without prior
written authorization from Supplier. Buyer shall not take any action, or omit to take any action, the result of which is to depreciate
or dilute the goodwill in any trademark or trade name used or adopted by Supplier or to damage or bring into disrepute the reputation
of Supplier.



 




    
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		11.5.5	Branding of TULSA-PRO. Without limiting the provisions
of clause 11.5, Buyer may use the name of Supplier and the name of “TULSA” or “TULSA-PRO” for the purpose
of advertising and marketing TULSA-PRO. Buyer acknowledges and agrees that Supplier trademarks associated with TULSA-PRO and related
Consumables are the trademarks of Supplier and Buyer shall not rebrand Products for resale or seek to obtain any rights in Supplier
trademarks through the filing of trademark applications. Buyer shall leave in place all trademarks, labels and other trade designations
placed by Supplier on Products and their packaging (including designations indicating manufacture by Supplier) and shall not alter
any such trade marks, labels or other trade designations without the prior written consent of Supplier. Buyer acknowledges and
agrees that all intellectual property rights in the TULSA-PRO, including the aesthetic and functional designs of the Product,
are the property of Supplier and that Buyer shall not seek to obtain any intellectual property rights in the “TULSA-PRO”
and related Consumables.



 


		11.5.6	Branding of the “SONALLEVE” Product.
Without limiting the provisions of clause 11.5, the Parties agree to negotiate in good faith and sign a detailed, written branding
policy in relation to Sonalleve (“Branding Policy”). Each Party will nominate appropriate Buyers (including
cover in the event of holiday or sickness) to participate in discussions and workshops to produce the Branding Policy. Once agreed
the Branding Policy shall be signed off by authorised Buyers of each Party and shall then become binding on both Parties and shall
form part of this Agreement. The Parties shall use all reasonable endeavours to agree the Branding Policy within [Redacted
 – Commercially Sensitive – Time Period] from the Effective Date. The Parties agree that the following principles
are agreed and shall, unless agreed otherwise in the Branding Policy, be reflected in the Branding Policy:



 


		11.5.7	The Parties agree that the following principles are agreed
and shall, unless agreed otherwise in the Branding Policy, be reflected in the Branding Policy:



 


		(a)	Supplier will ensure that Sonalleve will be re-branded,
with Supplier’s brand represented on Sonalleve as the lead brand.



		(b)	Supplier is entitled, but not the obliged, to add a Philips
co-branding label to Sonalleve (including future generations of Sonalleve) and to related product literature, presentations, brochures
and webpages.



		(c)	The scope of such co-branding will be limited to generations/versions
of Sonalleve that are exclusively compatible with Philips’ Equipment and are not compatible with, or sold to work with,
MRI systems from other vendors than Philips.



		(d)	The possibility to add a co-branding label to Sonalleve
will be jointly evaluated by both Parties. Supplier wishes to re-brand Sonalleve, the usefulness of adding co-branding will be
evaluated by the Parties jointly.



		(e)	In case both Parties agree to co-brand a generation of
Sonalleve, the most recent applicable Philips co-branding guidelines at that time will be taken as starting point to agree the
actual co-branding expression on Sonalleve and marketing collaterals.



		(f)	The co-branding label to be used shall include “Powered
by Philips [Descriptor]”, with [Descriptor] being an appropriate description of the contribution made by Buyer to Sonalleve
or shall include “Works with Philips [Descriptor]”, with [Descriptor] being an appropriate description of the contribution
made by Buyer to Sonalleve, to be agreed upon jointly.



 




    
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		(g)	The co-branding label shall also appear in related product
literature, presentations, brochures, videos and webpages.



 


		11.5.8	Notice. Buyer shall, when using or making reference
to a trademark of Supplier (as may be permitted by clause 11.5.4 above, or elsewhere in this Agreement), clearly identify (whether
through use of an asterisk, footnote or otherwise) such trademark as a “Trademark of Profound Medical Inc. or its affiliates”
or otherwise as Supplier may instruct from time to time.



 


ARTICLE 12: INDEMNITY AND LIMITATION
OF LIABILITY


 


12.1         Indemnity.


 


		12.1.1	Buyer will defend, indemnify and hold harmless Supplier
and its Affiliates and their respective directors, officers, employees and agents, and their successors, heirs and assigns (the
 “Supplier 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 – Indemnity
Details]



 


		12.1.2	Supplier will defend, indemnify and hold harmless Buyer
and its Affiliates and their respective directors, officers, employees and agents and their respective successors, heirs and assigns
(the “Buyer 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
 – Indemnity Details]



 


12.2         Limitations
of Liability.


 


		12.2.1	[Redacted – Commercially Sensitive – Indemnity
Details]



 


12.3         Lower
Tier.


 


		12.3.1	Supplier as legal manufacturer of Product will be responsible
for its participating Affiliates, subcontractors and vendors through the lowest tier. Supplier will ensure that each lower tier
subcontract contains all applicable Specifications and obligations needed to fully comply with this Agreement. Supplier will indemnify,
defend and hold harmless the Buyer Indemnitees from and against any and all claims and liabilities, including all costs and expenses,
arising out of or in any way connected with any actual or alleged action or failure to act by Supplier’s Affiliates, subcontractors
or vendors.



 


ARTICLE
13: INSURANCE


 


13.1         Supplier’s
Insurance.


 


		13.1.1	Supplier will maintain comprehensive or commercial general
liability insurance (including premises and operations, products and completed operations, broad form contractual liability, broad
form property damage and personal injury liability) with a minimum limit of [Redacted – Commercially Sensitive –
Insurance Details] combined single limit per occurrence and [Redacted – Commercially Sensitive – Insurance
Details] in the aggregate, for claims of bodily injury, including death, and property damage that may arise from use of Products.
Supplier shall also maintain professional liability insuring the acts or omissions of Supplier under this Agreement in an amount
of [Redacted – Commercially Sensitive – Insurance Details] per occurrence and aggregate. Supplier will also
maintain excess liability in an amount of not less than €10 million per occurrence. The commercial general liability policy
obtained by Supplier will name Buyer, its officers, directors and employees as additional insured. Such insurance will apply as
primary insurance and no other insurance will be called upon to contribute to a loss covered there under. In addition, such policies
will permit Supplier to waive, on its own behalf and on behalf of its insurers, any rights of subrogation against Buyer. Such
insurance policies will be written with appropriately licensed and financially responsible insurers, and will provide for a minimum
of 30 days written notice to Buyer of any cancellation or reduction in coverage. Certificates of insurance evidencing the required
coverage and limits will be furnished to Buyer before any work is commenced hereunder, and Supplier will deliver copies of policies
or certificates to the Buyer contact designated by Buyer.



 




    
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		13.1.2	If any policies have “claims made” coverage,
Supplier will maintain such coverage with Buyer named as an additional insured for a minimum of [Redacted – Commercially
Sensitive – Insurance Details] after termination of this Agreement. Any such coverage must have a retroactive date no
later than the date upon which work commenced under this Agreement.



 


		13.1.3	All deductibles on policies providing coverage will be
paid by Supplier. If Supplier is self-insured for matters described above, Supplier agrees to respond to any claims or losses
made against or incurred by Buyer in the same fashion as if insurance had been purchased with the same or broader coverage terms
than what is generally available to similar Suppliers. In no event will the coverage or limits of any insurance required under
this clause, or the lack or unavailability of any other insurance, be deemed to limit or diminish Supplier’s obligations
or liability to Buyer under this Agreement.



 


ARTICLE
14: TERMINATION


 


14.1         Termination
for Cause.


 


		14.1.1	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;



 


		(c)	the other Party ceases or threatens to cease to carry on
business in the ordinary course or a Change of Control with respect to Supplier to a Buyer’s direct competitor occurs; or



 


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



 


		(e)	[Redacted
                                         – Commercially Sensitive – Termination Details]



 




    
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		(f)	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 Buyer or Supplier;



 


For greater certainty, if a Party is provided,
pursuant to one of the termination rights contemplated by this clause 14.1.1, with the right to elect to terminate this Agreement,
such Party may do so in respect of the entire Agreement, or to terminate the Agreement on a Product-by-Product basis (in which
instance, this Agreement will continue in respect of those Products not terminated by such Party).


 


14.2         Consequences
of Termination.


 


		14.2.1	In the event that the Agreement is terminated as provided
for in clause 14.1:



 


		(a)	All Purchase Orders that are outstanding on the date this
Agreement shall terminate, for any reason, shall be fulfilled regardless of such termination, unless Buyer indicates otherwise.



		(b)	Buyer shall no longer have the right to sell Product to
Customers, and shall return all Products in inventory to Supplier in the manner directed by Supplier and, at the Buyer’s
sole cost and expense. Buyer shall cease holding itself out to be an authorized Supplier sales Buyer and shall cease all use of
Supplier trademarks and trade names.



		(c)	Supplier shall continue the service obligation as per the
regulations in the jurisdiction where the Product is sold.



		(d)	All Confidential Information supplied by one Party to the
other to assist in carrying out the obligations hereunder shall remain the property of the supplying Party and, subject to any
express provisions hereof to the contrary, shall be returned to the supplying Party upon termination or expiration of this Agreement.



		(e)	Buyer will ship, [Redacted – Commercially Sensitive
 – Delivery Details] Buyer’s principal place of business, within (30) days following the date of expiration or
the effective date of termination of this Agreement, to the destination specified by Supplier in writing, all sample Products,
catalogs, circulars, folders, and other Marketing Materials, all price sheets, bulletins, official communications, technical information,
confidential data and all other materials owned or provided by Supplier to Buyer which are in the possession or control of Buyer,
its employees or agents on such date.



 


ARTICLE 15: FORCE MAJEURE


 


		15.1	Neither Party will be liable for any failure to perform
solely caused by a Force Majeure Event and if that either Party is prevented from performing or is unable to perform any of its
obligations under this Agreement due to a Force Majeure Event, its performance will be excused, and the time for performance will
be extended for the period of delay or inability to perform due to such Force Majeure Event, provided that such Party will give
promptly written notice thereof to the other Party:



 


		(a)	describing the Force Majeure Event;



		(b)	describing the obligations which it is unable to perform
due to the Force Majeure Event; and



		(c)	giving a projection of the expected period of delay or
inability to perform due to the Force Majeure Event, and such Party will have used reasonable commercial efforts to mitigate
its effects and to cure any non-performance.



 




    
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		15.2	Force majeure on the part of Supplier shall in any event
not include shortage of personnel or production materials or resources, breach of contract by third parties contracted by Supplier,
financial problems of Supplier, nor the inability of Supplier to secure the necessary licenses in respect of software to be supplied
or the necessary legal or administrative permits or authorizations in relation to Products to be supplied.



 


		15.3	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 – Commercially Sensitive
 – Time Period Details] or more, the other Party may terminate this Agreement without liability.



 


		15.4	[Redacted –
                                         Commercially Sensitive – Timing Details]



 


		15.5	For greater certainty, during the term of the Supply Agreement,
if there is a “force majeure event” outstanding under the Supply Agreement (claimed by Philips or one of its Affiliates
under the Supply Agreement), Buyer may not exercise the remedies in clause 15.3 and 15.4 hereunder if Supplier exercises a corresponding
Force Majeure Event under this Agreement in response to the Force Majeure Event exercised under the Suppply Agreement.



 


ARTICLE
16: RECALL


 


		16.1	If Supplier or any relevant Governmental Authority determines
that a recall campaign is necessary, Supplier will implement such recall campaign and Buyer will have the right to return the
affected Products to Supplier or destroy such Products, as determined by Supplier in its reasonable discretion, at Supplier’s
sole cost and risk. Supplier hereby covenants and agrees that it shall be responsible for 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 Supplier in order to achieve an efficient and effective recall by Supplier. For greater certainty, the obligations of the Parties
pursuant to this clause 16 shall only apply in respect of Products sold or distributed on or after the Effective Date, and for
clarity, to the 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 16 shall not apply (and shall be addressed by the terms of the Purchase
Agreement).



 


ARTICLE 17: GENERAL PROVISIONS


 


17.1         Amendments.


 


		17.1.1	This Agreement may be amended only by a written instrument
explicitly referring to this Agreement, duly executed by authorized representatives of both Parties.



 




    
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17.2         Binding
Agreement and Assignment.


 


		17.2.1	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 Patrty may assign this
Agreement as a whole, and all of its rights and obligations hereunder, without the consent of the other Party but subject to prior
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.



 


17.3         Agreement.


 


		17.3.1	This Agreement, any Purchase Order issued hereunder and
the OEM Quality Agreement constitute the entire agreement and understanding of the Parties and merges all prior discussions and
negotiations between them and supersedes any previous agreement whether oral or written. Course of performance, course of dealing
and usage of trade will not apply to this Agreement.



 


		17.3.2	This Agreement also constitute a complete restatement of
the Resale Purchase Agreement between the Parties, dated January 1, 2016, and the Parties hereby terminate said Agreement as of
the the Effective Date of this Agreement.



 


		17.3.3	The following attachments form an integral part of this
Agreement:



 


[Redacted – Commercially Sensitive –
List of Schedules]


 


In the event of any conflict
between any provision of this Agreement and any provision of Attachment 1, 2 or 4, the provisions of this Agreement shall prevail.
In the event of any conflict between any provision of this Agreement and any provision of Attachment 3, 5, 6, 7 or 8 the provisions
of Attachment 3, 5, 6, 7 or 8, as applicable, shall prevail.


 


In the event of any conflict between any provision
of this Agreement and any provision of the OEM Quality Agreement, the provisions of the OEM Quality Agreement shall prevail.


 


17.4         Customs
Compliance/ Country of Origin/ Export Control


 


		17.4.1	Upon Buyer’s request, Supplier will provide Buyer
with an acceptable and auditable certification stating the country of origin for Products, sufficient to satisfy the requirements
of (i) customs authorities of the country of receipt, and (ii) applicable export licensing regulations. Supplier will mark each
Product (or Product’s container if there is no room on Product) with the country of origin. Supplier will, in marking Products,
comply with the requirements of the customs authorities of the country of receipt.



 


		17.4.2	If Products delivered under this Agreement are imported,
Supplier will when possible allow Buyer to be the importer of record. If Buyer is not the importer of record and Supplier obtains
duty drawback rights to Products, Supplier will, upon Buyer’s request, provide Buyer with documents required by the customs
authorities of the country of receipt to prove importation and to transfer duty drawback rights to Buyer.



 


		17.4.3	Supplier will: organize its administration and manufacturing
in such a way, that Products can be supplied with preferential origin status and supply Products with the appropriate documentary
evidence of the preferential origin status. Supplier will provide the appropriate customs documentation for Products which may
be imported and/or exported by Buyer, including Certificate of Origin (renewed on a two (2)-year basis), and Harmonized Tariff
System Classification Codes. Supplier will support Buyer with import and export regulatory issues so that regulatory compliance
will be met.



 




    
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		17.4.4	This Agreement has been executed taking into consideration
the asserted origin of Products as well as the delivery by Supplier of the appropriate documentary evidence of the preferential
origin status requested by custom authorities. It is expressly understood that the preferential origin status of Product and the
accuracy thereof for any supplied Product hereunder are essential under this Agreement.



 


		17.4.5	Each Party agrees and warrants that it will comply with
all applicable international and national export control laws and regulations and that it will not export or re-export, directly
or indirectly, any information, goods, software and/or technology, including any Products or Philips’ Equipment, to any
country for which the European Union or the United States of America or any other country, at the time of export or re-export,
requires an export license or other governmental approval, without first obtaining such license or approval.



 


		17.4.6	Supplier agrees to inform Buyer in writing whether or not
Products are controlled and/or controlled under the export control laws of its own country, and if so, Supplier will inform Buyer
about the extent of the restrictions (including but not limited to export control legal jurisdiction, export control classification
numbers, export control licenses and/or CCATS as applicable).



 


		17.4.7	Supplier shall obtain all international and national export
licenses or similar permits required under all applicable export control laws and regulations and shall provide Buyer with all
information required to enable Buyer and its Customers to comply with such laws and regulations. Supplier agrees to indemnify
and hold Buyer harmless from any claims, liabilities, penalties, forfeitures, and associated costs and expenses (including attorneys’
fees) which Buyer may incur due to Supplier’s non-compliance with applicable export control laws, rules and regulations.
Supplier agrees to promptly notify Buyer of Supplier’s receipt of any such notice of a violation of any export control related
law, rule or regulation, which may affect Buyer.



 


		17.4.8	If Products are export controlled, Supplier will inform
Buyer accordingly and to indicate the applicable export control classification number (“ECCN”)



 


17.5         Governing
Law; Jurisdiction


 


		17.5.1	This Agreement will be governed by and construed in accordance
with the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods (the Vienna Sales
Convention) is not applicable to this Agreement.



 


		17.5.2	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.



 


17.6         Compliance
with Laws


 


		17.6.1	Each of the Parties will at all times comply with all laws,
rules, regulations and ordinances applicable to the Agreement and each Purchase Order, including but not limited to all fair labor,
equal opportunity and environmental compliance laws, rules, regulations and ordinances. Supplier will furnish to Buyer any information
required to enable Buyer to comply with such laws, rules, and regulations in its use of Products.



 




    
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17.7         Personal
Data


 


		17.7.1	The Parties will have the obligations of patient privacy
and data as set forth Attachment 6.



 


17.8         Waivers.


 


		17.8.1	Neither the failure nor delay of any Party to this Agreement
to assert or exercise any right, power, privilege or remedy under this Agreement or to enforce any term or provision hereof or
thereof, will constitute a waiver of such right, power, privilege or remedy, and no single or partial exercise of any such right,
power, privilege or remedy will preclude any other or further exercise of such right, power, privilege or remedy or the exercise
of any other right, power, privilege or remedy.



 


17.9         Notices.


 


		17.9.1	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: (i) hand delivery; (ii) international overnight courier; or (iii)
e-mail transmission. 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 16.9 (i) or (ii) above.



 


If to Buyer:


PHILIPS MEDICAL SYSTEMS NEDERLAND B.V.


P.O. Box 10.000


5680 DA Best, The Netherlands


Attn:    [Redacted
 – Personal Information]


Email:


 


With copy to:


 


Legal Department PMSN BV Veenpluis 4-6


5684 PC Best Building QX2


Email:


 


If to Supplier:


Profound Medical Inc.


Attn: Chief Executive Officer


 




    
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2400 Skymark Avenue, Unit #6


Mississauga, ON, L4W 5K5, Canada


Email:[Redacted – Personal Information]


 


With copy (which shall not constitute notice) to:


 


Torys LLP


Suite 3000, P.O. Box 270


79
Wellington Street West


TD Centre


Toronto, ON M5K 1N2


Attention: Cheryl Reicin


Email: creicin@torys.com


 


17.10         Publicity.


 


		17.10.1	Any public announcements or press releases relating to
this Agreement shall be governed by the provisions of clause 14.13 of the Purchase Agreement.



 


17.11         Independent
Contractors


 


		17.11.1	Each Party is an independent contractor, not an agent,
employee or Buyer of the other. Neither Party has authority to make any statement, representation or commitment of any kind or
to take any action binding upon the other, without the other Party’s prior, written authorization.



 


17.12         Excluded
Provider


 


		17.12.1	Supplier represents and warrants that it, and, to the best
of its knowledge, its employees and subcontractors providing the Products are not debarred, excluded, suspended or otherwise neligible
to participate in a U.S. federal health care program, nor have they been convicted of any U.S. health care related crime (an "Excluded
Provider"). Supplier will promptly notify Buyer in writing if it becomes aware that any of its employees or subcontractors
providing the Products has become an Excluded Provider. Buyer may terminate this Agreement upon written notice to Supplier if
upplier or any of its employees or subcontractors providing the Products becomes an Excluded Provider.



 


17.13         Authority;
Due Execution.


 


		17.13.1	Each Party represents and warrants to the other, that (a)
it has full power and authority to enter into this Agreement and any agreements related hereto and, subject to the terms and conditions
hereof, this Agreement, when executed, will be a valid and legally binding obligation of such Party according to its provisions,
(b) the execution and performance of this Agreement will not constitute a breach of or an event of default under any agreement,
contract, law or regulation to which such Party is or may be bound, and (c) the execution and performance of this Agreement has
been duly authorized by all necessary corporate action.



 




    
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17.14         Severability.


 


		17.14.1	The provisions of this Agreement are severable and the
invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof.
If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is invalid or unenforceable,
(a) a suitable and equitable provision will be substituted therefor in order to carry out, so far as may be valid and enforceable,
the intent and purpose of such invalid or unenforceable provision, and (b) the remainder of this Agreement and the application
of such provision to other persons or entities or circumstances will not be affected by such invalidity or unenforceability, nor
will such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof,
in any other jurisdiction.



 


17.15         Supply
Chain Security


 


		17.15.1	Supplier will comply with the supply chain security requirements
outlined in Attachment 7.



 


17.16         Supply
Agreement Matters


 


		17.16.1	The Parties acknowledge and agree that during the term
of the Supply Agreement, that Supplier will not be liable for any breach of this Agreement by it to the extent that such breach
of this Agreement primarily and directly results from a breach of the Supply Agreement by Philips or any of its Affiliates.



 


17.17         Survival.


 


		17.17.1	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.



 


17.18         Attachments.


 


Include reference to the attachments as part of this
agreement:


 


[Redacted – Commercially Sensitive –
List of Schedules]


 


[Remainder of Page Intentionally Left Blank]


 




    
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IN WITNESS WHEREOF, this Resale Purchase Agreement
has been duly executed by the duly authorized officers of the Parties hereto as of the date first written above. 





 


	Philips Medical Systems
    Nederland B.V.	 	Profound Medical Inc.
	 	 	 	 	 
	Signature:	/s/ Iwald
    Mons	 	Signature: 	/s/ Arun
    Menawat
	Name:	Iwald
    Mons 	 	Name: 	Arun
    Menawat
	Title:	M&A
    Project	 	Title:	Chief
    Executive
	Leader	 	 	Officer	 
	 	 	 	 	 
	Date:	July
    31, 2017	 	Date: 	July
    31, 2017
	And	 	 	 	 
	Signature: 	 	 	 	 
	Name: 	 	 	 	 
	Title: 	 	 	 	 
	Date:	 	 	 	 


 




    
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[REDACTED – Commercially Sensitive –
Schedules, including pricing, shipping terms, product specifications, scope of services, co-marketing obligations, product testing
criteria, data privacy, supply chain requirements]


 




    
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