In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

[Q]: PHOTO RETOUCHING OUTSOURCING AGREEMENT

Between: DGT Corp. Suite 207 - 1130 Austin Avenue, Coquitlam, British Columbia, Canada V3K 3P5 (hereinafter referred to as DGT)

And: Dolphin Industries Limited Room 1302 Golden Gate Commercial Bldg 136 Austin Road Tsimshatsui, Hong Kong (hereinafter referred to as Dolphin)

WHEREAS:

DGT is an internet provider of professional digital photo-editing services for photography studios and digital photo processors.

Both parties are desirous of entering into this Agreement regarding the outsourcing of photo-editing services of DGT's clients in the North American market place and elsewhere.

NOW THEREFORE THIS AGREEMENT WITNESSETH that both parties agrees as follows: 1.DGT shall pay Dolphin USD10,000, for carrying out the beta testing of the quality of their photo-editing services and testing of the Internet bandwidth for file transmission. This amount is to be paid in two monthly installments, USD5,000 on the date of this Agreement and USD5,000, 30 days subsequent to the date of this Agreement; 2.Upon successful completion of the beta testing stage, DGT will guarantee Dolphin the greater of: (1) USD5,000 for each 30 day period of photo-editing work completed for a total of 90 days (payment to be effective 30 days from the successful completion of the beta tests); or (2) a minimum of 3,300 pictures to be edited for each 30 day period for a total of 90 days at USD1.50 per finished digital photo; 3.Dolphin agrees to complete its photo-editing services within 14 days of receiving the original digital photo files. The completed files must meet DGT pre-defined standards for finished products; 4.Dolphin shall charge DGT USD1.50 per delivered, completed photo. The price per unit shall be open to renegotiation - in response to competitive pricing pressures - upon receipt of written notice at any time by either party;     Page 1 of 5





    5.Dolphin will provide photo-editing services exclusively, at DGT option, when the number of downloaded photos to be edited by Dolphin totals 50,000 in a single year; 6.Dolphin acknowledges that it is illegal to copy or reproduce these photographs, including but not limited to electronic reproduction, without DGT expressed permission, and any violation will be subject to civil and criminal penalties.   WHEREAS BOTH PARTIES AGREE FURTHER TO THE TERMS AND CONDITONS AS FOLLOWS:   Indemnity And Limitation of Liability:    Dolphin hereby indemnifies, holds harmless and defends DGT, its Board of Directors, officers, and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of DGT's products under this Agreement by Dolphin or their customers or end-users howsoever the same may arise.   DGT's total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by Dolphin, whether direct, indirect or special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by DGT and its Directors, Officers or agents, shall be limited to the amount of the cost of the products.   In no event shall DGT be liable for consequential or incidental damages arising from any breach or breaches of this Agreement.   No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, may be brought by Dolphin more than six months after the cause of action has occurred.   Right of photo   Records:   Dolphin shall maintain at its principal place of business, or such other place as may be most convenient, separate accounts and records of all services provided to DGT, such accounts and records to be in sufficient detail to enable proper returns to be made under this Agreement.   Dolphin shall deliver to DGT on the date 30 days after each and every year a detailed photo-editing report on all services provided on a unit basis (i.e. customer number, file number, cost).     Page 2 of 5





    The calculation shall be carried out in accordance with generally accepted U.S. accounting principles (GAAP), or the standards and principles adopted by the U.S. Financial Accounting Standards Board (FASB) applied on a consistent basis.   During the term of this Agreement, and thereafter, Dolphin shall use reasonable efforts to ensure that all information provided to DGT or its representatives pursuant to this Article remains confidential and is treated as such by DGT.   Governing Law And Arbitration:   This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, USA in force therein without regard to its conflict of law rules. All parties agree that by executing this Agreement they have attorned to the jurisdiction of the Supreme Court of the United States. The Supreme Court shall have exclusive jurisdiction over this Agreement.   In the event of any dispute arising between the parties concerning this Agreement, its enforceability or the interpretation thereof, the same shall be settled by a single arbitrator appointed pursuant to the provisions of the Commercial Arbitration Act of the State of Nevada, or any successor legislation then in force. The language to be used in the arbitration proceedings shall be English.   Notices:   All payments, reports and notices or other documents that any of the parties hereto are required or may desire to deliver to any other party hereto may be delivered only by personal delivery or by registered or certified mail, telex or fax, all postage and other charges prepaid, at the address for such party set forth below or at such other address as any party may hereinafter designate in writing to the others. Any notice personally delivered or sent by telex or fax shall be deemed to have been given or received at the time of delivery, telexing or faxing. Any notice mailed as aforesaid shall be deemed to have been received on the expiration of five days after it is posted, provided that if there shall be at the time of mailing or between the time of mailing and the actual receipt of the notice a mail strike, slow down or labour dispute which might affect the delivery of the notice by the mails, then the notice shall only be effected if actually received.   Termination:   DGT shall be entitled to terminate this Agreement if Dolphin fails to meet its requirements and material obligation hereunder and only after DGT have given Dolphin written notice of such failure and only after Dolphin has not rectified such failure within 10 days of the notice. Dolphin shall be entitled to terminate this Agreement only after DGT fails to meet a material obligation hereunder and only after Dolphin has given DGT written notice of such failure and only after the DGT has not rectified such failure within 30 days of the notice.     Page 3 of 5





    General:   1.Dolphin shall be entitled to defer any obligation hereunder in the event of force majeure, where force majeure is defined as an act of God, war, revolution, insurrection, riot, blockade or any other unlawful act against public order or authority, strike, lockout or other industrial disturbance, storm, fire, flood, explosion or lightning, the failure to obtain the approval or any government, governmental agency, commission, board or other tribunal having jurisdiction, and any other event not reasonably within the control of Dolphin;   2.Any notice, demand, payment or other communication (collectively the Correspondence) to be given hereunder shall be in writing and shall be delivered to the address or fax number of the party appearing herein;   3.Both parties shall do all such things and execute all such written materials as may be required to carry out the full intent and meaning of this Agreement; and   4.This is the entire Agreement between the parties in respect of the matter referred to herein and no amendment or interpretation of this Agreement will be binding on the parties unless same is in writing executed by the parties hereto.   5.Dolphin shall permit any duly authorized representative of DGT, during normal business hours and at DGT's sole risk and expense, to enter upon and into any premises of Dolphin for the purpose of inspecting the service.   6.Nothing contained herein shall be deemed or construed to create between the parties hereto a partnership or joint venture. No party shall have the authority to act on behalf of any other party, or to commit any other party in any manner or cause whatsoever or to use any other party's name in any way not specifically authorized by this Agreement. No party shall be liable for any act, omission, representation, obligation or debt of any other party, even if informed of such act, omission, representation, obligation or debt.   7.Subject to the limitations hereinbefore expressed, this Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.   8.No condoning, excusing or overlooking by any party of any default, breach or non-observance by any other party at any time or times in respect of any covenants, provisos or conditions of this Agreement shall operate as a waiver of such party's rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance, so as to defeat in any way the rights of such party in respect of any such continuing or subsequent default or breach, and no waiver shall be inferred from or implied by anything done or omitted by such party, save only an express waiver in writing.   9.No exercise of a specific right or remedy by any party precludes it from or prejudices it in exercising another right or pursuing another remedy or maintaining an action to which it may otherwise be entitled either at law or in equity.     Page 4 of 5





    10.Marginal headings as used in this Agreement are for the convenience of reference only and do not form a part of this Agreement and are not be used in the interpretation hereof.   11.If any Article, part, section, clause, paragraph or subparagraph of this Agreement shall be held to be indefinite, invalid, illegal or otherwise voidable or unenforceable, the entire Agreement shall not fail on account thereof, and the balance of this Agreement shall continue in full force and effect.   12.Time shall be of the essence of this Agreement.   13.Whenever the singular or masculine or neuter is used throughout this Agreement the same shall be construed as meaning the plural or feminine or body corporate when the context or the parties hereto may require.     IN WITNESS WHEREOF the parties hereto have hereunto executed this Agreement on the 1st  day of JUNE , 2006 , but effective as of the Date of Commencement.   SIGNED FOR AND ON BEHALF of DGT CORP.   ) by its duly authorized officers: )   ) ) /s/ Norman Joe, President ) Authorized Signatory )   ) SIGNED FOR AND ON BEHALF of DOLPHIN INDUSTRIES LIMITED ) ) by its duly authorized officers: )   )   ) /s/ Chung-Keung Ho, President/Director ) Authorized Signatory ) 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[A]: DGT's total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by Dolphin, whether direct, indirect or special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by DGT and its Directors, Officers or agents, shall be limited to the amount of the cost of the products.


[Q]: 1                                                                    EXHIBIT 10.3

                SOFTWARE LICENSE AND MAINTENANCE AGREEMENT

      This Software license and maintenance agreement (Agreement) is entered into effective as of August 4, 1997 (the Effective Date) by and between D2 Technologies, Inc., a California corporation with offices at 104 West Anapamu Street, Santa Barbara, CA 93101 (D2), and Summa Four Inc., a Delaware corporation with offices at 25 Sundial Avenue, Manchester, New Hampshire 03103-7251 (LICENSEE).

      WHEREAS, D2 has previously developed certain software and designs capable of performing certain voice processing functions;

      WHEREAS, LICENSEE is developing a product which requires certain software functions and designs capable of performing certain voice processing functions;

      WHEREAS, D2 desires to license to LICENSEE certain of its software technology for use in connection with Licensee's products:

      WHEREAS, D2 is further willing to provide certain maintenance and support services to LICENSEE in relation to such software technology;

      NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1.       DEFINITIONS

      1.1      Licensed Technology shall mean software licensed to LICENSEE by D2 as listed in Exhibit A.

      1.2      DSP shall mean digital signal processing.

      1.3      Runtime License Fee shall have the meaning set forth in Article 2.2(iii).

      1.4      Specifications shall mean D2's specifications of the Licensed Technology which are attached hereto as Exhibit A.

      1.5      Update shall mean a new release of a software product which typically includes bug fixes and/or minor feature changes, but does not include substantial new functionality.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

  2

      1.6      New Version in this Agreement shall mean a new release of Licensed Technology that provides significant performance enhancements, including new releases of software product optimized for different members of the same DSP processor family which is based on the same core architecture and instruction set.

      1.7      Defect shall mean any failure of Licensed Technology to meet the Specification as a result of a material failure (including an error or bug that is material) of the Licensed Technology. Material is defined as priority A, B, and C in Article 6.3.

      1.8      Source Code shall mean all computer programming instructions relating to a software product in a form readable by humans and typically prepared by a programmer. Source Code includes associated procedural code, comments, utilities, tools, notes, data diagrams and related and supporting technical documentation.

      1.9      Object Code shall mean software code resulting from the translation or processing of Source Code by a computer into machine language or intermediate code, which thus is in a form that would not be convenient to human understanding of the program logic, but which is appropriate for execution or interpretation by a computer.

      1.10     Licensed Source Code shall mean Source Code for Licensed Technology.

      1.11     Licensee Product shall mean the product being developed by LICENSEE as described in Exhibit B, which utilizes Licensed Technology. LICENSEE shall own all rights, title and interest in Licensee Product. D2 shall have no rights to Licensee Product.

      1.12     End User shall mean a person or business entity that purchases, leases or otherwise properly obtains the right to use or distribute a Licensee Product directly from LICENSEE or through one or more intermediaries.

2.       LICENSED TECHNOLOGY

      2.1      Ownership. Subject to the rights granted to LICENSEE in this Agreement, D2 owns all right, title and interest in and to the Licensed Technology. Notwithstanding the foregoing, LICENSEE shall retain all right, title and interest in and to modifications to the Licensed Source Code made by LICENSEE pursuant to the license in Article 2.2 below, subject always to D2's ownership rights in the underlying Licensed Technology.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

3





      2.2      License to LICENSEE.

                        (i)      Subject to the terms and conditions of this  Agreement, D2 hereby grants LICENSEE a perpetual non-exclusive, worldwide license, to use Licensed Technology in Object Code format only as an incorporated part of the Licensee Product. For this purpose, LICENSEE may also modify, create derivative works, of and reproduce and have reproduced the Licensed Technology, and to develop, use, market and distribute (directly or through third parties) Licensed Technology, or modifications or derivative works of the Licensed Technology created by or for LICENSEE.

                        (ii)     In consideration for the right to modify, develop and completely own derivative works of the Licensed Technology set forth in Article 2.2 (i) above, LICENSEE shall pay D2 a license fee (the Development License Fee) as set forth in Exhibit C. Final acceptance testing shall be completed by the parties according to Article 4 of this Agreement.

                        (iii)    LICENSEE shall pay D2 a license fee  (Runtime License Fee) as set forth in Exhibit C for each copy of the Licensed Technology that LICENSEE distributes to end users directly or through third parties for such end-user's use in connection with Licensee's Product. The Runtime License Fee shall be paid by LICENSEE quarterly for Licensee Products which have been paid for by Licensee's end-user customer in the prior quarter. To the extent Licensee accepts returns or is required to provide refunds to its customers (and to the extent additional Licensee Products are delivered to customers for warranty or maintenance/support purposes), such circumstances will either entitle Licensee to obtain a credit against future Runtime License Fees owed or, in the case of warranty/maintenance or support deliveries, no Runtime License Fees shall be due at all.

                        (iv)     LICENSEE is also granted a limited  non-transferable non-exclusive license to Licensed Source Code to perform software maintenance functions according the terms set forth in Article 7 of this Agreement.

                        (v)      D2 shall provide LICENSEE with master copies of the Licensed Technology, in Source Code and Object Code format, promptly after such software has been completed, tested and approved for release by D2 and Licensee. In any event, D2 shall deliver all Licensed Technology completely tested and approved for performance in accordance with the specifications.

      2.3      End User License. LICENSEE shall ensure that all Licensed Technology distributed by LICENSEE shall be subject to a shrink-wrap agreement or other end user agreement which contains a provision substantially similar to the provision set forth in Exhibit D.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

4

3.       ADDITIONAL TECHNOLOGY LICENSE

      3.1      New Functions. In the event that LICENSEE requires any additional functionality or technology substantially different from those set forth in Exhibit A or otherwise made available by D2 to other Licensees, D2 shall license such additional functionality or technology to LICENSEE at D2's then best price to its other Licensees. Such additional technology licenses shall be subject to the same terms of this agreement except for an amendment to the product specification and price schedule of Exhibits A and C. Any other new licensing terms shall be negotiated in advance and included in said amendment.

      3.2      Different Processors.

               (A)      Supported Processors: If D2 offers or plans to offer all or part of Licensed Technology on a processor (Supported Processor) different from the Texas Instruments (TI) TMS320C54x family of processors, D2 shall make available to LICENSEE such new versions of Licensed Technology under the same terms of this Agreement subject to the license fees as follows:

                        (i)      The development license fees for any part or all of Licensed Technology for each Supported Processor shall be 50% of that for the TMS320C54x processor family as listed in Exhibit C.

                        (ii)     The per-processor runtime license fees for any Supported Processor shall be the same as that specified in Exhibit C for the TI TMS320C54x.

                        (iii)    The runtime license fee CAP in exhibit C shall be cumulative across the TI TMS320C54x, TMS32OC55x, TMS330C6x, and other TI processors based on the same core processor architecture. For processors other than the TI processors listed in this Article 3.2A(iii) (additional supported processors), the runtime license fee CAP and buy-out license fee in Exhibit C shall be increased by 25% for each additional supported processor. The CAP for Licensed Technology shall be cumulative across all Supported Processors (including additional supported processors) utilized by LICENSEE. If the cumulative inflation index (according to government published Consumer Price Index) exceeds 25% from the effective date of this Agreement to the time when D2 makes available Licensed Technology for an additional supported processor, D2 and LICENSEE agree to negotiate in good faith reasonable incremental runtime license fees for Licensed Technology used in such additional supported processor.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

5

               (B) Unsupported Processors. If LICENSEE requires versions of Licensed Technology on a processor other than the Supported Processors, D2 agrees to negotiate in good faith with LICENSEE an agreement to develop such a version of Licensed Technology. Such an agreement shall include appropriate development license fees and runtime license fees as well as special engineering





service fees.

4.       ACCEPTANCE

      Upon delivery of the Licensed Technology to Licensee, D2 will have tested and verified that such Licensed Technology shall perform in accordance with an acceptance specification agreed to by D2 and LICENSEE. The acceptance specification shall be completed no later than 90 days after the effective date of this Agreement and shall be attached to this agreement as Exhibit F. Upon successful completion of the acceptance testing, LICENSEE shall make the final Development License Fee payment described in Exhibit C LICENSEE shall, within thirty (30) days after delivery of any Licensed Technology, either accept such Licensed Technology or reject such Licensed Technology because of nonconformance with the Specifications. LICENSEE shall provide D2 with written notification of any rejection of Licensed Technology which explains the basis for such rejection. If completion of testing is precluded or delayed due to performance deficiencies, incompatibilities or other Defects in the Licensed Technology, D2 shall immediately and without any additional payment, correct such Defects.. All corrected versions of the Licensed Technology shall be subject to the acceptance procedures set forth above in this Article 4.

5.       REPORTS, AUDITS

      5.1      Reports. Within thirty days after the end of each calendar quarter during the term of this Agreement, LICENSEE shall provide D2 with written reports setting forth the number of LICENSEE Products containing the Licensed Technology that were licensed to end users by LICENSEE in such calendar quarter as more particularly described in Article 2.2 (iii) above.

      5.2      Audits. LICENSEE shall maintain records of its distribution of Licensee Products containing the Licensed Technology, for a period of one year after the date on which LICENSEE distributes the Products to which such records pertain. D2 may audit such records by engaging an independent public audit firm, approved in advance by Licensee, upon thirty days written notice, provided that (i) no more than one such audit may be made in any twelve month period, (ii) D2 may only audit LICENSEE's records for a particular time period once, and (iii) D2 shall be responsible for ensuring that the auditor executes and abides by LICENSEE's confidentiality agreement.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

6

6.       MAINTENANCE AND SUPPORT

      6.1      Maintenance and Support Obligation, Fees. On the date of expiry of the Warranty period defined in Article 8.3, and on any anniversary of the expiry date, LICENSEE may in its sole discretion pay D2 a Maintenance and Support Fee according to Exhibit C. In return for payment of such fee, D2 shall provide LICENSEE with the maintenance and support set forth in this Article 6 for a period of twelve months (the Contract Year). In any event, D2 shall provide support and maintenance services to Licensee during the Warranty period in breadth and scope which is no less than the support and maintenance services described in this Article. D2 shall make available to LICENSEE the maintenance and support services according to the terms of this Article 6 for a minimum of five years after Acceptance of Licensed Technology.

      6.2      Maintenance. Maintenance to be provided by D2 to LICENSEE shall include without limitation the following services;

                        (i)      D2 shall update and maintain the Licensed Technology throughout the term of this Agreement. It is intended that D2 shall release at least 1 Update or New Version release during each 12 month calendar year. Upon the releases of any Update or New Version of the Licensed Technology (including manuals), D2 shall promptly notify and deliver to LICENSEE such Update or New Version.

                        (ii)     D2 will initially deliver to LICENSEE one  (1) copy of any Updates or New Versions to the Licensed Technology and one (1) set of corresponding manuals for each copy of the Licensed Technology for which LICENSEE has paid the appropriate development license fees and maintenance fees pursuant to Exhibit C as soon as such Updates or New Versions and corresponding manuals become available and shall maintain such Updates or New Versions throughout this agreement.

      6.3      Error Correction. If D2 becomes aware of any Defect in the Licensed Technology, D2 shall promptly provide LICENSEE with written notice of such Defect. D2 shall have no obligation to actively monitor the Licensed Technology for Defects after such software has been accepted by LICENSEE. D2 shall work diligently to promptly correct Defects in accordance with the following schedule; days shall mean calendar days.

      ERROR PRIORITY (1)         RESPONSE (2)      CLOSURE (3)

      Emergency (A)              24 hours          7 days

      Critical (B)               2 days            14 days

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

7

      Non-Critical (C)           30 days           Next Update                                                       or                                                       New Version

               (1)      Priority:

                        -A-      Catastrophic product or module Defects that do not have a viable detour or work around available.





                        -B-      Defects  that have been  substantiated  as a serious inconvenience to LICENSEE or an End User. This includes any priority A Defect for which a viable detour or work around is available.

                        -C-      All other problems that LICENSEE and an End User can easily avoid for which there is no urgency for a resolution.

               (2)      Response: Response consists of providing, as appropriate, one of the following to the LICENSEE: an existing correction; A new correction; a viable detour or work around; a request for more information to complete analysis of the problem, or a plan on how the problem will be corrected.

               (3)      Closure: Closure consists of providing a final  correction or work around of the problem including an Update and revised or new Documentation as necessary.

      If D2 fails to correct Defects according to the schedule specified in this Article 6, LICENSEE shall deduct from future runtime license fees, as specified in Exhibit C, a late fee for each day past the deadline in the schedule of this section. The late fee shall equal to 50% (fifty percent) of the runtime license fees paid to D2 for the previous two calendar quarters equally divided over 180 (one hundred eighty) days. In the event LICENSEE has selected the Buy-out option in the runtime license fee schedule of Exhibit C, then the late fee for each day past the deadline shall be 50% (fifty percent) of the Buy-out fee equally divided over 1095 (one thousand and ninety five) days; and this late fee shall be paid to LICENSEE each calendar month until the error is corrected either by D2 or LICENSEE.

      6.4      Support. D2 will provide the following support to LICENSEE throughout the Warranty period and for those subsequent years for which support has been purchased by Licensee:

                        (i)      D2 will assist LICENSEE in determining if problems encountered by LICENSEE are caused by programming errors in the Licensed Technology.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL    8

                        (ii)     D2 will answer questions concerning the installation of Licensed Technology.

                        (iii)    D2 will assist LICENSEE in resolving LICENSEE's problems, if any, arising from the normal usage of the Licensed Technology.

                        (iv)     D2 shall appoint a qualified technical staff as the Technical Contact to co-ordinate all support and maintenance services. The Technical Contact shall be available to LICENSEE during D2's normal business hours; in the event that appointed Technical Contact is not available, a back-up Technical Contact shall be temporarily assigned and LICENSEE shall be notified.

      6.5      Notification and Cooperation by LICENSEE. To obtain support from D2 under this Article 6, LICENSEE shall provide D2 with written notice which will contain a description of the problem for which LICENSEE is seeking support. D2 shall have no obligation to correct problems which are due to modifications to Licensed Technology performed by LICENSEE; provided, that if D2 agrees to correct such problems it shall charge its then current time and materials rates, which shall be payable by LICENSEE within thirty days after invoicing by D2. LICENSEE agrees to provide D2 with access to LICENSEE's equipment and computer systems on a temporary basis and as needed to allow D2 to reproduce, correct and verify the correction of the problem reported by LICENSEE or otherwise identified by D2.

7.       LIMITED SOURCE CODE LICENSE AND PROTECTION

      7.1      Source Code delivery. D2 shall, after acceptance of Licensed Technology by LICENSEE and within fifteen days after receiving such a request from LICENSEE deliver a copy of the fully commented Source Code for the then current version of the Licensed Technology and information needed for compiling and building the Licensed Technology Object Code to LICENSEE. Thereafter, D2 shall automatically deliver a copy of the fully commented Licensed Source Code for the then current version of the Licensed Technology within fifteen days after the release of any Updates or New Versions of the Licensed Technology.

      7.2      Source Code Access Conditions. The following events shall constitute Source Code Access Conditions: (i) D2's insolvency, general assignment for the benefit of creditors, or ceasing to do business, or (ii) D2's failure or inability to meet its warranty, maintenance and support obligations under Article 6, or its warranty obligations under Article 8.3, within fifteen days after written notice by LICENSEE to D2 of D2's failure to meet such obligations, or (iii) termination of this Agreement by LICENSEE pursuant to Articles 9.3 and 9.4, or (iv) as needed by LICENSEE for fault isolation.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL    9

      7.3      Use of Licensed Source Code. After Source Code Access Conditions is met, LICENSEE shall have the right to use, modify, reproduce and have reproduced Object Code from Licensed Source Code to develop, use, market, distribute, and to maintain and support the Licensed Technology in the Licensee Product. LICENSEE shall not have any right to develop new DSP technology or derivative DSP technology with the Licensed Source Code.

      7.4      Confidentiality and security.

               (A)      General. LICENSEE acknowledges and agrees that the Licensed Source Code constitutes the confidential and proprietary trade secrets of D2, and that LICENSEE's protection thereof is essential to this Agreement and





a condition of LICENSEE's use and possession of the Licensed Source Code. LICENSEE shall retain in strict confidence any and all elements of the Licensed Source Code and use the Licensed Source Code only as expressly licensed herein. LICENSEE agrees that it will under no circumstances distribute or in any way disseminate or disclose the Licensed Source Code to third parties, except as expressly provided in this Article 7. LICENSEE shall be relieved of this obligation of confidentiality to the extent that such information was in the public domain at the time it was disclosed or has become in the public domain through no fault of LICENSEE.

               (B)      Security. LICENSEE agrees to use the Licensed Source Code under carefully controlled conditions for the purposes set forth in this Agreement, and to inform all employees who are given access to the Licensed Source Code by LICENSEE that such materials are confidential trade secrets of D2 and are licensed to LICENSEE as such. LICENSEE shall restrict access to the Licensed Source Code to those employees and Contractors of LICENSEE who have agreed to be bound by a confidentiality obligation which incorporates the protections and restrictions substantially as set forth herein, and who have a need to know in order to carry out the purposes of this Agreement. D2 shall be made a third party beneficiary of any such agreements, and shall have the right to directly enforce the terms of those agreements, and of this Agreement, insofar as such enforcement relates to the Licensed Source Code.

               (C)      LICENSEE agrees to notify D2 promptly in the event of any breach of its security under conditions in which it would appear that the Licensed Source Code were prejudiced or exposed to loss. LICENSEE shall, upon request of D2, take all other reasonable steps necessary to recover any compromised trade secrets disclosed to or placed in the possession of LICENSEE by virtue of this Agreement. The cost of taking such steps shall be borne solely by LICENSEE.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

10

               (D)      Remedies. LICENSEE acknowledges that any breach of any of its obligations under this Article 7 is likely to cause or threaten irreparable harm to D2, and accordingly, LICENSEE agrees that in such event, D2 shall be entitled to equitable relief to protect its interest therein, including but not limited to preliminary and permanent injunctive relief, as well as money damages.

               (E)      Hardware.

                        (i)      Two (2) computers, as identified in Exhibit E, may be used as the Development Computer and Back-up Computer. The Back-up Computer may be used as the Development Computer during any time when the Development Computer is inoperative because it is malfunctioning or undergoing repair, maintenance or other modification.

                        (ii)     LICENSEE may at any time notify D2 in writing of any changes, such as replacements or additions, that LICENSEE wishes to make to Development and Back-up Computers for specific Licensed Source Code. D2 will prepare an amended Exhibit E as required to cover such changes, and such changes shall become effective after execution of the amended Exhibit E by LICENSEE.

                        (iii)    Upon request, LICENSEE shall furnish to D2 a statement, certified by an authorized representative of LICENSEE, listing the location, type and serial number of all Development and Back-up Computers hereunder and stating that the use by LICENSEE of the Licensed Source Code subject to this Agreement has been reviewed and that the Licensed Source Code is being used solely on the Development Computer (or temporarily on Back-up Computer) for such Licensed Source Code in full compliance with the provisions of this Agreement.

               (F)      Third Party Contractors. LICENSEE may appoint a third party contractor (Contractor) to assist the LICENSEE in LICENSEE's modification of the Licensed Source Code as authorized hereunder; provided that any such Contractor's access to and use of the Licensed Source Code shall only be permitted pursuant to a signed written agreement between LICENSEE and such Contractor giving the Contractor rights no broader than those granted LICENSEE in this Agreement, but limited to the sole purpose of assisting the LICENSEE, and including provisions incorporating the additional requirements set forth below:

                        (i)      Any claim, demand or right of action arising on behalf of a Contractor from furnishing to it or use by it of Licensed Source Code shall be solely against LICENSEE, and LICENSEE hereby indemnifies D2 against any such claims.

                        (ii)     Contractor shall agree to the same responsibilities and obligations and other restrictions pertaining to the use of Licensed Source Code as those undertaken by LICENSEE under this Agreement.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

11

                        (iii)    Contractor may not retain any copy of the Licensed Source Code or any modification or derivative work thereof and, upon completion of the project for which Contractor was permitted access to the Licensed Source Code or termination of this Agreement, shall return or destroy (i) all copies of Licensed Source Code furnished to such Contractor or made by such Contractor and (ii) all copies of any modifications or derivative works made by such Contractor based on such Licensed Source Code copies stored in any computer memory or storage medium, and Contractor's computer shall be removed from Exhibit E if such computer was listed as a Development Computer. A writing executed by an officer of Contractor shall be provided to D2 certifying that the Contractor has returned or destroyed all copies of the Licensed Source Code in its possession or control.





                        (iv)     Unless Contractor obtains a license for the Licensed Source Code from D2, Contractor may not acquire any ownership interest in any modification or derivative work prepared by such Contractor based upon or using Licensed Source Code licensed to LICENSEE under this Agreement.

                        (v)      Copies of such agreements shall be provided to D2 on request; provided however, that portions of such agreements not required by this Article 7 may be deleted from such copies.

8.       REPRESENTATIONS AND WARRANTIES

      8.1      By Both Parties. D2 warrants that it owns all rights, title, and interests to Licensed Technology listed as Basic Services in Exhibit A. LICENSEE and D2 each individually warrants that it (i) has all right, power and authority necessary to enter into this Agreement and to grant the rights granted herein; (ii) has obtained all approvals and authorizations that it is required to obtain in connection with this Agreement; and (iii) has not entered, and will not enter, into any arrangements or agreements inconsistent with this Agreement.

      8.2      Additional D2 Warranties. D2 additionally warrants that it (i) is not aware of any pending or actual litigation which is likely to have a material adverse effect on the rights or obligations of LICENSEE under this Agreement; and (ii) is not aware of any claim or any basis for any claim that Licensed Technology, or LICENSEE's use of the Licensed Technology as contemplated herein, will infringe any patents, trade secrets of other intellectual property rights belonging to any third party.

      8.3      Software Warranty. D2 warrants to LICENSEE that the media upon which the Licensed Technology is delivered to LICENSEE will be free from Defects in materials and workmanship, and that Licensed Technology shall meet and perform in accordance with D2's specifications on Exhibit A. D2 shall promptly correct any

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

12

errors in the Licensed Technology, or failures of the Licensed Technology according to the terms of Article 6 of this Agreement. D2's warranty and error correction obligations with respect to any portion of the Licensed Technology shall extend for a period (the Warranty period) of one year commencing on acceptance of such portion of the Licensed Technology by LICENSEE.

      8.4      Disclaimer of Other Warranties. THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 8 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE. D2 SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE LICENSED TECHNOLOGY.

9.       TERM AND TERMINATION.

      9.1      Term. This Agreement shall become effective on the Effective Date and shall continue in effect until terminated in accordance with the provisions of this Article 9.

      9.2      For Convenience. LICENSEE may terminate this Agreement upon ninety (90) days written notice.

      9.3      Default. If either party defaults in the performance of any of its material obligations hereunder and if such default is not corrected within thirty (30) days after written notice thereof by the other party, then the nondefaulting party, at its option, may, in addition to any other remedies it may have, terminate this Agreement by giving written notice of termination to the defaulting party.

      9.4      Survival. Articles 7.2, 7.3,7.4, 8, 9, 10, 11, 12, 13, 14 shall survive any termination or expiration of this Agreement.

10.      INDEMNIFICATION

      10.1     By D2. D2 agrees to indemnify and hold LICENSEE harmless against any cost, loss, liability, or expense (including attorney's fees) arising out of any breach of D2's warranties hereunder, or out of third party claims against LICENSEE alleging that the Licensed Technology, or LICENSEE's use or distribution of the Licensed Technology as set forth in this Agreement, infringes any third party's patent, trade secret, copyright of other intellectual property right in any country, provided that LICENSEE shall (i) notify D2 promptly in writing of such claims, and (ii) give D2 sole control of the defense or settlement of such claims. D2 shall not be liable for any claims to the extent that such claims arise out of the LICENSEE's unauthorized modifications of the Licensed Technology, and not out of the Licensed Technology as delivered by D2 to LICENSEE. If the Licensed Technology, or any part thereof, is

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

13

adjudicatively determined to be, or in either party's reasonable opinion will be, the subject of any claim, suit or proceeding for infringement of any third party's patent, copyright or trade secret in any country, or if the distribution of use of the Licensed Technology is enjoined, then D2 may, at D2's sole option and expense, (i) obtain for LICENSEE and its distributors, resellers and customers the right to distribute or use the Licensed Technology under such third party patents, trade secrets, copyrights or other intellectual property rights, or (ii) replace the Licensed Technology with other software of equivalent or superior functionality, or (iii) suitably modify the Licensed Technology to avoid such infringement. In the event that D2 is unable to carry out the options set forth in (i), (ii) and (iii) of the proceeding sentence, at the option of Licensee D2 may terminate this Agreement and refund all amounts paid by LICENSEE to D2 hereunder; provided, that such termination shall have no effect on the rights of end users to use LICENSEE products, incorporating any





Licensed Technology, which were acquired by such end users prior to such termination.

11.      LIMITATION OF LIABILITY

      IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OR SUCH OTHER PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL D2'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT PAID OR OWED BY LICENSEE TO D2 UNDER THIS AGREEMENT.

12.      CONFIDENTIALITY.

      12.1     Confidential Information. As used in this Agreement, the term Confidential Information shall mean any information disclosed by one party to another pursuant to this Agreement which is marked as confidential or proprietary, or, if disclosed orally, is designated as confidential at the time of disclosure and is subsequently reduced to a writing which is marked as confidential or proprietary and is provided to the receiving party within thirty (30) days after such oral disclosure.

      12.2     Confidentiality. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth herein, and shall use reasonable efforts not to disclose such Confidential Information disclosed to it by the other party under this Agreement. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of such other party's Confidential Information.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

14

      12.3     Exception. Not withstanding the above, neither party shall have liability to the other party with regard to any Confidential Information of such other party which the receiving party can demonstrate:

                        (i)      was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party;

                        (ii)     was known to the receiving party, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;

                        (iii)    was disclosed with the prior written approval of the disclosing party;

                        (iv)     was, is presently or may be in the future  independently developed by the receiving party without any use of the Confidential Information of any other party, as demonstrated by files created at the time of such independent development;

                        (v)      became known to the receiving party, without restriction, from a source other than the disclosing party without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party's rights;

                        (vi)     has been disclosed to third parties by the disclosing party without restrictions similar to those contained in this Agreement; or

                        (vii)    is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt written notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.

      12.4     Return of Confidential Information. Upon expiration or termination of this Agreement each party shall upon request promptly return all tangible Confidential Information received from the other party.

      12.5     Survival of Confidentiality Obligations. This Article 12 will survive the termination of this Agreement, for any item of Confidential Information, for five (5) years after the disclosure of such Confidential Information to the receiving party under this Agreement.

13.      CONFIDENTIALITY OF AGREEMENT.

      D2 and LICENSEE agree that the terms and conditions of this Agreement shall be treated as confidential and shall not be disclosed to any third party without the

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

15

prior written consent of the other party.  Notwithstanding the statements above in this Article 13, any party may disclose any of the terms and conditions of this Agreement;

                        (i)      as required by any court of other  governmental body;

                        (ii)     as otherwise required by law (including  without limitation with regard to any registration statement filed by a party with the Securities and Exchange Commission);

                        (iii)    to legal counsel of the parties;





                        (iv)     in confidence, to accountants, banks, and financing sources, and other advisors or consultants of the parties;

                        (v)      in connection with the enforcement of this Agreement or rights under this Agreement;

                        (vi)     in confidence, in connection with an actual or proposed license, merger, acquisition, or similar transaction;

                        (vii)    which have been previously disclosed in a joint press release by the parties hereto, or

                        (viii)   in confidence, to a third party to the extent reasonable necessary to permit the consideration of a bona fide collaboration which would involve rights, obligations or limitations arising under this Agreement, provided that such collaboration is not prohibited under this Agreement.

      In the event of any disclosure pursuant to (i) or (ii) above, the disclosing party shall use all reasonable efforts to obtain confidential treatment of materials so disclosed. The parties shall in good faith consult regarding the text of any proposed public announcement regarding this Agreement or the terms and conditions hereof before such announcement is actually made. Any press release to be issued in connection with the terms and conditions of this Agreement must be approved in advance by both parties.

14.      EXPORT RESTRICTIONS

      LICENSEE's distribution of products incorporating Licensed Technology shall be subject to all United States laws and regulations governing the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States. LICENSEE shall not export any such products without first

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL    16

obtaining all required licenses and approvals from the appropriate government agencies.

15.      GENERAL

      15.1     Governing Law. This Agreement shall be governed by and interpreted in accordance within the laws of the State of New York without reference to conflicts of laws provisions.

      15.2     Venue. The parties agree that any litigation arising out of this Agreement shall be brought in the state courts in Delaware.

      15.3     Partial Invalidity. If any provision in this Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed, solely in such jurisdiction, from the remainder of this Agreement, which shall remain in full force and effect. In such event, the parties shall negotiate, in good faith, a substitute, valid and enforceable provision, effective solely in such jurisdiction, which most nearly effects the parties' intent in entering into this Agreement.

      15.4     Relationship of the Parties. D2 and LICENSEE are independent contractors under this Agreement. Nothing contained in this Agreement is intended to, nor is it to be construed so as to, constitute D2 and LICENSEE as partners or joint ventures with respect to this Agreement. Employees of any party remain employees of said party and shall at not time be considered agents of or to be obligated to render a fiduciary duty to the other party.

      15.5     Modification. No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on any party unless the same shall have been mutually assented to in writing by both parties.

      15.6     Waiver. The failure of any party of enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other parties of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by any party of any provision, condition or requirement of this agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

17

      15.7     Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No party may assign any of its rights, obligations or privileges (except by operation of law or other corporate reorganization) hereunder without the prior written consent of the other party, which shall not be unreasonable withheld, provided, that any party shall have the right to assign its rights, obligations and privileges hereunder to a successor in business or an acquirer of all or substantially all of its business or assets to which this Agreement pertains without obtaining the consent of the other party.

      15.8     Notices. Any notice required or permitted to be given by any party under this Agreement shall be in writing, shall be addressed to the President of D2, or to the President of LICENSEE, and shall be personally delivered or set by certified or registered letter, or by telecopy confirmed by registered or certified letter, to the receiving party at its address first set forth above, or such new address as may from time to time be supplied hereunder by the receiving party. Notices will be deemed effective upon receipt.





      15.9     Force Majeure. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of any party shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of the party charged with a default, including, but not limited, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, were weather, fire, earthquakes, acts god, acts of the public enemy or nuclear disasters; provided, that for the duration of such force majeure the party charged with such default must continue to use all reasonable efforts to overcome such force majeure.

      15.10    Entire Agreement. The terms and conditions contained in this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.

      IN WITNESS WHEREOF, the parties hereto have caused this agreement to be signed by duly authorized officers or representatives as of the date first above written.

LICENSEE                                   D2 TECHNOLOGIES, INC.

- ---------------------------------            -----------------------------------

BY: /s/ Dick Swee                            BY: /s/ David Y. Wong     -----------------------------                -------------------------------

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

18

PRINT NAME: Dick Swee                      PRINT NAME: David Y. Wong             ---------------------                      -----------------------

TITLE: VP Engineering                      TITLE: President        --------------------------                 ------------------------------

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

19

                                 EXHIBIT A

                     LICENSED TECHNOLOGY SPECIFICATION

Basic Services:

The Basics Services algorithm group shall include the following list of standard D2 products with LICENSEE required modifications as specified in the attached Specification and the Contract for Products and Services, dated August 6, 1997:

      DTMF Detection and Removal Algorithm                  5007-54A          Universal Tone Detection Algorithm                    50030-54A          Multifrequency Tone Detection Algorithm               50028-54A          Tone Generation Algorithm                             50015-54A          Voice Activity Detection and AGC                      50013-54A

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

20

                           Exhibit A continued.

Detailed Signal Processing Algorithm Specification

A.1      HDLC Communications

Not included as Licensed Technology.

A.2      Voice Activity Detection

Voice Activity Detection (VAD) detects voice activity, adapts to background ambient or line noise as well as the presence of echo, classifies voice activity as early versus sustained, and assigns an effort level to the speaker that is independent of network loss.





This module is used to detect voice activity in the CP Detect state.

A.2.1    Functional requirements:

The Voice Activity Detector discriminates voice activity generated by a caller from background noise (acoustic and line noise) as well as echo and sidetones reflected back to the receive voice path. It also provides an effort level quantity that indicates the level of effort of the caller. The functional and performance requirements are specified to cover a wide range of applications, such as voice activated recordings (as in voice messaging), outbound call classification, digital speech interpolation (DSI), and voice conferencing.

1.       The Voice Activity Detector classifies every block of voice data (8 ms          long) as port active (early detect), speaker active (port          sustained), and not active.

2.       It provides a measurement that approximates the level of effort exerted          by the caller. Such an approximation is made by normalizing the short          term RMS of the voice signal by a longer term RMS value. The effort          level varies between -32 dB and 31 dB, and is at 0 dB when the speaker          is speaking at his/her normal level.

3.       The Voice Activity Detector adapts to background noise up to -24 dBm.          Adaptation is 200 ms when the noise level drops, and is approximately          1000 ms when noise rises.

4.       The Voice Activity Detector screens out sidetone or echo as speech up          to an ERL of -26 dB.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL    21

A.2.2    Performance Requirements:

The accuracy of the voice Activity detector is measured by the rate of false detection (i.e. classifying noise or echo as voice activity) and clipping (i.e. classifying voice activity as noise or echo) under different ambient noise and echo conditions. Port active detection under different ambient noise conditions:

1.       No perceptible clipping at quiet to modest noise levels of -50 dBm to          -40 dBm with nominal levels of speech activity (-20 dBm average power          over 2 seconds of speech). No more than 5% of voice onsets is clipped          for noisy conditions (noise level from -40 dBm to -30 dBm).

2.       No more than 1% of silence periods is detected as speech for the          modest noise condition. No more than 2% of silence is detected as          port active for noisy conditions.

3.       The performance goals above is met when noise levels change during the          test.

Speaker active detection under different ambient noise conditions:

1.       Speech activity that lasts more than tSUSTAIN is detected as          Sustained or Speaker Active.

2.       The clipping requirements is better than Port Activity detection.          Fewer than 0.5% of onsets/hour (2.5 per hour) for modest noise          condition (-45 dBm) and fewer than 2% (10 per hour) for high noise          condition (-35 dBm) have perceptible clipping.

3.       False detection performance (i.e., detecting noise as speaker active)          exceeds those of port activity due to tSUSTAIN criteria. No more than          1% (36 seconds per hour) of noise segments is misclassified as          sustained for modest noise conditions, and no more than 2% (72          seconds per hour) of silence is detected as port active for noisy          conditions.

Port active and Speaker active detection in the presence of echo:

1.       Less than 1% of residual echo is detected as port active - (i.e. 36          sec. per hour) during normal operation of canceller.

2.       Less than 0.1 % (i.e. 3.6 sec per hour) of residual echo is detected as          speaker active or port sustained during normal operation of          canceller.

3.       Clipping of input speech in the presence of echo is no higher than          clipping in the presence of modest to high level of noise.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

22

A.3      DTMF Detection

A.3.1    Functional requirements:

Table A-1 specifies the nominal frequencies for the DTMF digits that must be detected.

      --------------------------------------------------------------                                     Nominal High Group Frequencies (Hz)                                     1209      1336       1477      1633          --------------------------------------------------------------            Nominal        697        1         2          3         A





       Low Group       770        4         5          6         B          Frequencies      852        7         8          9         C             (Hz)          941        *         0          #         D          --------------------------------------------------------------

                    Table A-1: Nominal DTMF Frequencies

1.       Detect the presence of all 16 DTMF digits that are produced by          different phones on the market under a broad range of network          conditions.

2.       DTMF digit information is provided as soon as the minimum duration is          met. This information is called leading edge detection. This allows the          earliest possible response to the digit, such as stopping voice output.

3.       The trailing edge of a DTMF digit must be detected. This allows the          system to delay any response (such as playing out voice) to the digit          until the user has released the DTMF key. The criteria selected for          trailing edge detection will debounce DTMF digits.

4.       The DSP reports leading and trailing edge in the 8 ms block that they          are detected.  DTMF events are not buffered.

A.3.2    Performance requirements:

Table A-2 consists of performance requirements taken from EIA-464A and Bellcore TR-TSY-000181. Also shown is D2's DTMF performance requirements, which is a superset of the EIA and Bellcore requirements.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

23

- --------------------------------------------------------------------------------------------------------------------                                                 Requirement - -------------------------------------------------------------------------------------------------------------------- Characteristic                Bellcore                      EIA/TIA-464A                                 D2 - --------------------------------------------------------------------------------------------------------------------                                                                                   Frequency Deviation           +/-1.5% must accept;          +/-1.5% must accept;          Configurable choice of                               +/-3.5% must reject           +/-3.5% must reject           four sets of must                                                                                           accept/must reject:                                                                                           +/-2.0% accept to +/-3.0%                                                                                           reject; +/-2.5% accept to                                                                                           +/-3.5% reject; +/-3.0%                                                                                           accept to +/-4.0% reject;                                                                                           +/-3.5% accept to +/-4.5%                                                                                           reject. - -------------------------------------------------------------------------------------------------------------------- Minimum Tone                  40 ms must accept; 23         40 ms must accept             Configurable from 24 Duration                      ms must reject                                              to 80 ms - -------------------------------------------------------------------------------------------------------------------- Minimum Interdigital          40 ms                         40 ms                         Configurable from 24 Interval                                                                                  to 80 ms - -------------------------------------------------------------------------------------------------------------------- Minimum Cycle Time            93 ms                         93 ms                         Configurable from 48                                                                                           to 160 ms - -------------------------------------------------------------------------------------------------------------------- Accept Levels                 0 to -36 dBm must             0 to -25 dBm must             0 dBm to configurable                               accept, -55 dBm must          accept                        minimum (-25 to -45                               reject                                                      dBm range) - -------------------------------------------------------------------------------------------------------------------- Twist (ratio of high          -8 to +4 dB                   -8 to +4 dB                   Separately group power to low)                                                                       configurable positive                                                                                           and negative twists:                                                                                           +/- 4, 6, 8, 10, and 12 dB - -------------------------------------------------------------------------------------------------------------------- Bellcore talkoff tape         Fewer than 670 total          -                             Fewer than 20 talkoffs                               talkoffs; fewer than                                        (with default                               330 talkoffs of digits 0-                                   configuration of 2.5%                               9; fewer than 170                                           to 3.5% frequency                               talkoffs of signals *                                       deviation; 40 msec min                               and #.                                                      tone duration; +/- 8 dB                                                                                           twists; -45 dBm min                                                                                           accept level) - -------------------------------------------------------------------------------------------------------------------- Mitel talkoff tape            -                             -                             0 talkoffs (with default                                                                                           configuration) - -------------------------------------------------------------------------------------------------------------------- SNR                           23 dB                         15 dB                         15 dB - -------------------------------------------------------------------------------------------------------------------- Impulse Noise                 Fewer than 14 missed          Fewer than 10 errors          Pass both Bellcore and                               or split digits in            in 10,000 tones for EIA       EIA/TIA-464A                               Bellcore Impulse Noise        test #1; fewer than 500       impulse noise                               Tape No. 201                  errors in 10,000 tones        requirements                                                             for test #2 - --------------------------------------------------------------------------------------------------------------------

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

24







- ------------------------------------------------------------------------------------------------------------------- Echo                          16 dB Signal-to-Echo          10 dB Signal-to-Echo          Pass both Bellcore and                               ratio at 20 ms; 24 dB at      ratio at 20 ms                EIA/TIA-464A echo                               45 ms                                                       requirements - ------------------------------------------------------------------------------------------------------------------- Dial Tone                     DTMF Detection in the         DTMF Detection in the         Pass both Bellcore and                               presence of dial tone         presence of dial tone         EIA/TIA-464A                               at -15 dBm per dial           at -16 dBm per dial           requirements for                               tone frequency                tone frequency                detection of DTMF                                                                                           digits in the presence                                                                                           of dial tone - -------------------------------------------------------------------------------------------------------------------

                 TABLE A-2: DTMF Performance Requirements

Other performance requirements:

1.       A leading edge of DTMF digit is signaled during the block in which the          minimum duration is met, and the trailing edge is signaled during the          block in which the minimum debounce interval is met.

2.       Talk-down: DTMF detection must work reliably in the presence of echo          (for the maximum allowable output voice level) and with varying levels          of DTMF signals (due to network loss). D2's DTMF detector combined with          the echo must meet the performance requirements of Figure A-I in the          presence echo generated by playing pause-removed voice (male and          female) at - 18 dBm ASL (averaged over 3 seconds) over a telephone          circuit with 15 dB echo return loss (ERL).

                               INSERT GRAPH

                Figure A-1: DTMF Talk-down Acceptance Curve

3.       Debounce test: Long tones (generated by hard key presses) must not be          detected as multiple tones in the presence of echo interference or line          noise. Combined with the echo canceller, the DTMF detector is required          to reliably debounce all DTMF digits above -18 dBm in the presence of          voice levels below -15 dBm (ASL) and a telephone circuit with echo          return loss (ERL) of 15 dB.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

25

4.       Double-talk talk-off: Many voice processing hardware or semiconductor          manufacturers significantly degrade the talk-off' performance of their          detector in the presence of voice echo or sidetone to achieve a high          level of talk-down performance. This strategy is acceptable in a pure          digit-in-voice-out scenario, but for voice conferencing or voice          recognition applications, voice could be present in the both the          transmit and receive path. In such cases, the DTMF detector must be          very robust against talk-off in double-talk situations. The talk-off          requirements for D2's DTMF detector under double-talk is fewer than 66          talkoffs for the Bellcore talk-off tape.

A.4      Tone Generation

The tone generation module can be programmed to generate any single, dual or amplitude modulated tone required to meet international telecommunications specifications. This functionality is provided by the GENF module, which produces the sum or product of two independently generated sine waves as its output. Each sine wave can be individually parameterized.

A.4.l    Functional requirements:

The GENF module is designed to generate a wide range of DTMF, Call Progress Signals, MF Rl/R2, and miscellaneous tones. In order to meet or exceed international telecommunication specifications, GENF must meet or exceed the following functional requirements.

1.       Independent arguments shall be supplied for each frequency for dual          tones that GENF generates. Single tones are generated by specifying          that one of the dual tone's frequencies is 0 Hz.

2.       Independent arguments shall be supplied for the carrier and modulation          frequencies for amplitude modulated tones that GENF generates.

3.       Arguments shall be supplied that allow the frequency of a tone to be          set in the range of 0 to 4000 Hz in 1 Hz units.

4.       Arguments shall be supplied that allow the output power to be set in          the range of +3 to -50 dBm in 0.5 dB steps.

5.       Arguments shall be supplied that allow an amplitude modulated tone's          modulation percentage to be set in the range of 0 to 300% in 1% units.

6.       The tone duration (make time) shall be specified in 1 ms units. Tone          durations shall be specified in the range of 0 to 8191 ms.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL





26

7.       An unlimited tone duration shall be specified by setting the make          duration to -1.

8.       The silence duration between tones (break time) shall be specified in 1          ms units. Silence durations shall be specified in the range of 0 to          8191 ms.

9.       An unlimited silence duration shall be specified by setting the make          duration to -1 and setting both frequencies of a dual tone to 0 Hz.

10.      The GENF module shall allow tones to be generated that meet or exceed          EIA/TIA-464 requirement for DTMF and call progress tone generation.

11.      The GENF module shall allow tones to be generated that meet or exceed          CCITT Blue Book Volume VI Fascicle VI.4 recommendations Q.310-Q.490          requirements for MF R1 and R2 tone generation.

12.      The GENF module shall generate tones with one to three unique cadence          pairs (on/off pairs).

A.4.2    Performance Requirements

1.       Frequency accuracy shall exceed 1 Hz. 2.       Level accuracy shall exceed 0.5 dB. 3.       Timing information shall exceed 1 ms accuracy.

A.5      Universal Tone Detector

A.5.l    Overview

The Universal Tone Detector (UTD) is a high configurable tone detector. By changing parameters, this algorithm can classify a wide range of single and dual tone call progress signals generated in a wide variety of countries.

A.5.2    General

Since different tones need different detection heuristics, and tones may have multiple specifications, each tone is tagged with a tone category identifier.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

27

               -----------------------------------------------                   Tone Category             Call Progress Signal                   -----------------------------------------------                          1                  Modem                          2                  FAX CNG                          3                  Audible Ringback                          4                  Busy                          5                  Reorder or Congestion                          6                  Number Unobtainable                          7                  SIT                          8                  Dial tone                          9                  Unknown Tone                   -----------------------------------------------

                        Table A-3: Tone Categories

In addition to specifying a tone category, the parameters include a value that is returned to the application when the tone is detected. This parameter need not be unique. This allows multiple specifications to report the same tone event to the application. UTD is table driven. Using this approach, the tone detector searches parameter tables for a matching tone. When a tone matches, the tone code determines the heuristics necessary to completely classify the tone. Also, the tones must be specified in a way that a set of parameters corresponds to either a single tone, a dual tone, or an amplitude modulated tone.

                     ---------------------------------                         Code               Tone Type                         ---------------------------------                          0                 Single Tone                          1                 Dual Tone                          2                 Modulated Tone                         ---------------------------------

                    Table A-4: Call Progress Tone Types

A.5.3    General Functional Requirements

UTD functionally combines a single tone detector and a dual/modulated tone detector into a single module. UTD combines the results of these detectors into a single result. UTD has the following requirements.

1.       The DSP shall indicate that the first ringback has started after at          least 400 ms of ringback like signal has been processed, as long as no          other tone type is early detected. If more than one type of tone is          early detected, the first ringback reporting shall be delayed until          either cadence information disqualifies the other types, or tone          precedence is used as a 'tie-breaker'.





Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

28

2.       The DSP shall indicate ringback has stopped when ringback is no longer          detected.

3.       The DSP shall indicate a busy tone has been detected after the          requisite number of make and break intervals have been processed, and          no other tone category is still a candidate for detection.

4.       The DSP shall indicate a reorder tone has been detected after the          requisite number of make and break intervals have been processed, and          no other tone category is still a candidate for detection.

5.       The DSP shall indicate a number unobtainable tone has been detected          after the requisite number of make and break intervals have been          processed, and no other tone category is still a candidate for          detection.

6.       In the event that more than one tone is a candidate for detection,          detection is delayed until all characteristics that may disqualify any          of the candidates are tested (for example, waiting for multiple cadence          pairs to occur). If there is still more than one potential tone after          all differentiating features have been exhausted, then the tone with          the highest precedence is detected. Also, if the tone ceases prior to          singling out one candidate tone, then the tone with the highest          precedence is detected. Precedence is shown in Table A-3.

7.       The DSP shall supply an early detect flag. This flag shall be valid          after the detector has processed no more than 72 ms of a tone. If more          than one tone category is early detected, then the early detect flag          shall indicate the tone category with the highest precedence.

8.       The DSP shall indicate that a modem has been detected if a single tone          falls within the specified frequencies for modem tones, the minimum          make interval has been exceeded while the average tone power is in          excess of the minimum power requirement, and no other tone category is          still a candidate for detection.

9.       The DSP shall indicate that a FAX CNG tone has been detected if a          single tone falls within the specified frequencies for a CNG tone, the          requisite number of on/off cadences have been processed, and no other          tone category is still a candidate for detection.

10.      The DSP shall indicate that a SIT tone has been detected if at least          two of the three segments of possible SIT tones have been detected for          at least the minimum interval in excess of the minimum power          requirement.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

29

11.      The DSP shall indicate that an Unknown tone has been detected when it          has been determined that a tone has been detected that falls within the          specified frequencies for an Unknown tone, the minimum duration has          been exceeded, and the tone does not match and other category tones.

A.5.3.1 TONE DETECTOR PERFORMANCE REQUIREMENTS

A.5.3.1.1 Single Tones

There are four types of parameters that shall be used to control single tone detection. The variation of each parameter shall be limited by the constraints listed in Table A-5.

                                      ------------------------------                                          Minimum             Maximum          --------------------------------------------------------------          Frequency                       300 Hz              3300 Hz          --------------------------------------------------------------          Bandwidth                       0 Hz                1800 Hz          --------------------------------------------------------------          Duration                        100 msec            32760 msec          --------------------------------------------------------------          Minimum Power Level             -45 dBm             3 dBm          --------------------------------------------------------------

               Table A-5: Single Tone Detection Constraints

The frequency detection range shall be specified the Frequency and Bandwidth parameters. Figure A-2 shows the relationship of these parameters. Note that the bandwidth specification is symmetric about the center frequency. The Frequency and Bandwidth parameters define a must detect range. The detector shall not use frequency criteria to reject any tones which are within the range specified Frequency/Bandwidth parameters. Tones whose frequencies are outside but close to frequency range may be detected.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL





30

                               INSERT GRAPH

Figure A-2: Frequency Domain Representation of tone parameters for a             Single Tone

If the Power Level of the detected parameter is greater than the minimum power specified by the parameters, the signal shall not be rejected by Power Level heuristics. Duration parameters are used to set the allowable duration of a tone. Minimum and maximum tone durations may be specified (make durations). Also, minimum and maximum silence durations between tones may be specified.

A.5.3.1.2         Dual Tones

Dual tones are created by summing two sinusoids. Since each tone can be isolated in the frequency domain, dual tones are specified as a pair of single tones. Parameters for each tone of a dual pair use the same constraints as single tones. Namely, frequency1 is the center frequency of the lower tone, and bandwidth1 specifies its frequency tolerance. The same is true for frequency2 and bandwidth2 for the high tone. Figure A-3 shows the definition of the frequency and bandwidth parameters for a dual tone.

                               INSERT GRAPH

Figure A-3: Frequency Domain Representation of Tone Parameters for a Dual Tone

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

31

Not all dual tones are detectable by UTD. A dual tone shall detected only when the difference between the two component frequencies is greater than 10 Hz and less than 230Hz.

A.5.3.1.3         Amplitude Modulated Tones

Amplitude modulated tones are created by multiplying two sinusoids. When analyzed in the frequency domain, a modulated tone looks like three tones. Figure A-4 shows the frequency spectrum for a modulated tone.

The tone whose frequency is the average of the other tones is the carrier. The other two tones can be referred to as side lobes. For amplitude modulated tones, frequencyl and bandwidth1 specify the low sidelobe and its tolerance, while frequency2 and bandwidth2 specify the high sidelobe and its tolerance.

                               INSERT GRAPH

      Figure A-4: Frequency Domain Representation of Tone Parameters                          for an Amplitude Modulated Tone

As with dual tones, not all modulated tones will be detected by UTD. Modulated tones shall be detected if the difference between the carrier frequency and the sidelobes is between 10 Hz and 230 Hz.

A.5.3.l.4         Precedence

By assigning a detection precedence to the classification process, tone frequency ranges can overlap. When a tone's parameters fall into a range shared by two or more signals, the signal is classified as the one with the highest precedence.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

32

               -------------------------------------------                   Precedence            Call Progress Signal





               -------------------------------------------                       1                 Modem                       2                 FAX CNG                       3                 Audible Ringback                       4                 Busy                       5                 Reorder or Congestion                       6                 Number Unobtainable                       7                 SIT                       8                 Dial Tone                       9                 Unknown Tone                   -------------------------------------------

                   Table A-6: Tone Detection Precedence

Table A-6 shows the precedence of typical tones that the UTD module detects. Modem signals have the highest precedence, and Unknown tones have the lowest. Therefore, the frequency range of unknown tones can safely overlap the other tone ranges without causing tones to be misclassified. If the range for Unknown tones is allowed to be the maximum range allowed by the detector, any detected tone that is unclassified would be designated as Unknown.

A.5.3.1.5         North American Call Progress Signal Detection

Functional Requirements:

The tables below specify the frequencies, power levels, and cadence of the Bellcore and EIA-464A call progress tones.

- --------------------------------------------------------------------------------                         Frequency (Hz)                 Power Level (dBm) - --------------------------------------------------------------------------------     Name         350     440     480     620     Per Frequency        Combined - -------------------------------------------------------------------------------- Audible Ring              X       X               -22.5 +/- 1.5 - --------------------------------------------------------------------------------     Busy                          X       X        -27 +/- 1.5 - --------------------------------------------------------------------------------   Dial Tone       X       X                       -17.5 to  -15     -13 to -14.5 - --------------------------------------------------------------------------------   Intercept               X               X        -20 +/- 1.5 - --------------------------------------------------------------------------------    Reorder                        X       X        -27 +/- 1.5 - --------------------------------------------------------------------------------

      Table A-7: Call Progress Tone Frequency and Power Requirements

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

33

- ------------------------------------------------------------------------------- Audible ring (ring-       repetition of the tone on for 0.8 to 2.2 seconds, and  back)                     off for 2.7 to 4.4 seconds - ------------------------------------------------------------------------------- Busy                      repetition of the tone on for 0.5+/-0.05 seconds, and                            off for 0.5 +/-0.05 seconds - ------------------------------------------------------------------------------- Dial                      steady uninterrupted - ------------------------------------------------------------------------------- Intercept                 repetition of an alternating sequence, of the two                           frequencies each being on for 0.16 to 0.30 seconds                           with a total cycle time of 0.5 +/-0.05 seconds - ------------------------------------------------------------------------------- Reorder (fast busy)       repetition of the tone on for 0.25+/-0.025 seconds,                            and off for 0.25+/-0.025 seconds - -------------------------------------------------------------------------------

                   Table A-8: Call Progress Tone Cadence

Performance Requirements:

1.       Frequency Deviation: Even though the generator is required to meet a          frequency tolerance per tone of +/-0.5%, the detector needs to allow          for a wider frequency tolerance due to variations in generators and          line distortions. The CP detector detects all tones whose component          frequencies deviate less than 1% from nominal.

2.       Twist: The CP detector detects all tones whose twist is less than +/-4          dB.

3.       Dynamic Range:  The CP detector exhibits a minimum dynamic range of           25 dB.

4.       Cadence: The CP detector must detect call progress tones whose cadence          is within +/-10%.

5.       Talkoff: The CP detector makes no false detections in 12 hours of          testing with voice at -15 to -18 dBm ASL.

A.5.3.1.6         FAX CNG Tone Detection

The standard connection protocol for automatic connection of a FAX modem requires that the calling FAX modem generate a calling tone (CNG). Hence for incoming calls, the EVP software has to detect a CNG signal. When CNG is detected, EVP alerts the Core Processor to redirect the call to a FAX machine or a FAX modem embedded within the call processing system.

Software License                                           D2 Technologies, Inc.





and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

34

Functional Requirements:

Detect the presence of the FAX calling tone (CNG). A CNG signal is defined as follows.

                               INSERT GRAPH

                    Figure A-5: Fax calling tone (CNG)

      a)       The CNG tone is within 38 Hz of nominal frequency.

      b)       The timing tolerance of a CNG tone is +/-15%.

      c)       The power of a CNG tone is between 0 and -43 dBm.

Performance Requirements:

1.       The detector does not miss any CNG signals on a prerecorded tape          containing 50 CNG tone samples collected from S different FAX machines.

2.       The detector does not miss any CNG signals from the same FAX machines          connected to a local CO with a noise level of less than -45 dBm.

3.       The detector misses less than 0.5% of CNG signals (generated at -10          dBm) when compressed voice is output at a level of-15 dBm or less          (average over 3 seconds) into a network whose ERL is greater than 15          dB.

4.       The detector does not falsely detect more than 1 CNG tone per 5 hours          of voice (based on Bellcore recorded talk radio voice tapes.)

A.5.3.1.7         Modem Tone Specification

All answering modems that conform to the ITU V.25 answering sequence present a 2100 Hz tone 1.8 to 2.5 seconds after answering the telephone line. Figure A-6 and Figure A-7 show the timing of the answering tone (ANS). In Figure A-6, the 2100 Hz

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

35

tone reverses phase every [tau] intervals. These phase reversals disconnect echo cancellers and echo suppressors from the network. According to ITU G.164, phase reversal shall be accomplished such that the phase is within 180 +/-10 degrees in 1 ms and that the amplitude of the 2100 Hz tone is not more than 3 dB below its steady state value for more than 400 musec.

                               INSERT GRAPH

        Figure A-6: Timing for Answering Modem with Phase Reversal

A timing diagram for an answering modem without phase reversal is shown in Figure A- 7. The timing is identical with that of phase reversing tone except for the reversal timing.

                               INSERT GRAPH

       Figure A-7: Timing for Answering Modem without Phase Reversal

Table A-9 contains the nominal frequency, power, and duration requirements for

                           ------------------------------------------------                               Minimum             Maximum              Unit          ---------------------------------------------------------------------          Frequency            2085                2115                 Hz          ---------------------------------------------------------------------          Duration             2.6                 4.0                  seconds          ---------------------------------------------------------------------          Power                -18.0               -6.0                 dBm0          ---------------------------------------------------------------------

generating modem tones as derived from V.25 and G.164.

               Table A-9: Modem Tone Generation Requirements





Performance Requirements:

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

36

1.       The detector does not miss any modem answer tone on a pre-recorded tape          containing 50 modem answer tone samples collected from 5 different data          modems.

2.       The detector does not miss any modem answer tone signals from the same          data modem connected via a local CO with a noise level of less than -45          dBm.

3.       The detector does not miss more than 0.5% of modem answer tones          (generated at -10 dBm) when compressed voice is played at a level of          -15 dBm (ASL) or lower into a network connection with ERL greater than          15 dB.

4.       The detector does not falsely detect the presence of a modem answer          tone more than once per 5 hours of voice (using Bellcore recorded talk          radio voice tapes).

5.       There is no talkdown performance requirement. The near end is always          silent and does not interfere with far end modem ANS signals.

6.       There shall be fewer than 1 talkoff in 5 hours of call classification          when the detector is programmed with the recommended parameters.          Assuming that each call is resolved within an average time of 10          seconds, there shall be less than 1 talkoff in 1800 calls.

A.5.3.1.8         Three Tone Sequences

Most countries that generate Special Information Tones (SIT) use a three tone sequence. SIT sequences are generated by various central offices or common carrier switching points to indicate a problem with the dialed call. A SIT tone sequence generally precedes a recorded voice announcement such as the number you have dialed is no longer in service... and is provided specifically for the purpose of detection of the problem type by an automated device.

There are two popular types of SIT sequences. The first type is used mainly in Europe. It consists of a sequence of three tones of identical durations. The second type is the one used in North America. There are several North American SIT sequences that are encoded using various combinations of frequency and duration for each of the three tones. The encoding has been standardized by Bellcore.

Performance Requirements:

1.       The UTD shall handle both types of sequences.

2.       There is no talkdown performance requirement. The near end is always          silent and does not interfere with far end SIT signals.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

37

3.       There shall be fewer than 1 talkoff in 5 hours of voice when the          detector is programmed with the recommended parameters. Assuming that          each voice call is has an average of 2 seconds of voice, there shall be          fewer than 1 talkoff in 9000 calls.

A.5.3.1.9         Unknown Tone

Any single tone, dual tone, amplitude modulated tone or single tone sequence that is not classified as a CP, SIT, CNG or modem ANS tone, shall be reported as an unknown tone.

Performance Requirements:

1.       Talkdown performance requirement [TBD]

2.       There shall be fewer than 1 talkoff in 5 hours of voice when the          detector is programmed with the recommended parameters (minimum tone          duration 400 ms). Assuming that each voice call is has an average of 2          seconds of voice, there shall be fewer than 1 talkoff in 9000 calls.

A.6      Multifrequency Tone Detection (MFD)

The MFD algorithm module detects the presence of Rl, R2 Forward, and R2 Backward Multi frequency (MF) tones under a broad range of network conditions and under international telecommunications specifications.

A.6.1    Functional requirements:

Table A-10, Table A-11, and Table A-12 specify the nominal frequencies for the MF digits that must be detected.

- ----------------------------------------------------------------------- F1 (Hz)                             F2 (Hz)





           900         1100        1300        1500        1700                -------------------------------------------------------------   700          1            2           4           7         Spare       900         --            3           5           8         Spare      1100         --           --           6           9          KP        1300         --           --          --           0         Spare      1500         --           --          --          --          ST       - -----------------------------------------------------------------------                                                                         Table A-10: Nominal MF R1 Frequencies and corresponding digit definitions

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

38

- ----------------------------------------------------------------------- F1 (Hz)                             F2 (Hz)              1500         1620        1740        1860       1980           -------------------------------------------------------------  1380          1            2           4           7         11  1500         --            3           5           8         12  1620         --           --           6           9         13  1740         --           --          --          10         14  1860         --           --          --          --         15 - -----------------------------------------------------------------------

Table A-11: Nominal MF R2 Forward Frequencies and corresponding combination                                      numbers

- ----------------------------------------------------------------------- F1 (Hz)                             F2 (Hz)              1020          900         780         660        540           -------------------------------------------------------------  1140          1            2           4           7         11  1020         --            3           5           8         12   900         --           --           6           9         13   780         --           --          --          10         14   660         --           --          --          --         15 - -----------------------------------------------------------------------

Table A-12: Nominal MF R2 Backward Frequencies and corresponding combination                                      numbers

1.       Be configurable to detect either R1, R2 forward, or R2 backward MF          digits on a per-call basis.

2.       Detect the presence of all 15 R1, 15 R2 Forward, and 15 R2 Backward          digits under a broad range of network conditions.

3.       MF digit information is provided as soon as the minimum duration is          met. This information is called leading edge detection. This allows the          earliest possible response to the digit, such as in compelled          signaling.

4.       The trailing edge of a MF digit must be detected. This allows the          system to delay any response (such as in compelled signaling) to the          digit until it is removed. The criteria selected for trailing edge          detection will debounce MF digits.

5.       The DSP reports leading and trailing edge in the 8 ms block that they          are detected. MF events are not buffered.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

39

A.6.2 R1 Detection Performance requirements:

Table A- 13 consists of MF R1 tone detection performance requirements taken from CCITT/ITU Q310-Q331 and Bellcore TR-NWT-000506. Also shown is D2's MF R1 performance requirements, which is a superset of the CCITT and Bellcore requirements.

- ------------------------------------------------------------------------------------------------------------------                                                                Requirement - ------------------------------------------------------------------------------------------------------------------ Characteristic                Bellcore                      CCITT/ITU                     D2 - ------------------------------------------------------------------------------------------------------------------                                                                                   Frequency Deviation           +/-(1.5% + 5 Hz) must         +/-1.5% must accept           Configurable choice of                               accept                                                      three sets of must                                                                                           accept frequency                                                                                           tolerance:                                                                                           +/-(1.5% + 5 Hz),                                                                                           +/-(1.5% + 10 Hz),                                                                                           +/-(1.5% + 15 Hz) - ------------------------------------------------------------------------------------------------------------------ Tone Duration                 KP signal >/= 54 ms           >/=30 ms must accept          Minimum duration is                               must accept;                               must reject                                                 steps, from 28 ms up.                               All others: >/=30 ms                                        Can be configured for                               must accept; /=30 ms must accept;                               must reject                                                 - -------------------------------------------------------------





----------------------------------------------------- Minimum Interdigital          Must accept                   Must accept                   Minimum interdigital Interval                      interdigital intervals        interdigital intervals        interval is configurable                               >/=25 ms.  Must bridge        >/=20 ms                      in 4 ms steps.  Can be                               interdigital intervals                                      configured for >/=20 ms                               - ------------------------------------------------------------------------------------------------------------------ Minimum Cycle Time            Up to 10 pulses per           -                             >10 pulses per second                               second (100 ms cycle                                        (                              time) - ------------------------------------------------------------------------------------------------------------------ Accept Levels                 0 to -25 dBm must             -                             Minimum power is                               accept                                                      configurable from -25                                                                                                                         frequency - ------------------------------------------------------------------------------------------------------------------ Twist (ratio of high          group power to low)           accept                        accept                        accept - ------------------------------------------------------------------------------------------------------------------ SNR (white noise)             20 dB                         -                             20 dB - ------------------------------------------------------------------------------------------------------------------ Impulse Noise                 Fewer than 14 missed          -                             Fewer than 14 missed                               or split digits in                                          or split digits in                               Bellcore Impulse Noise                                      Bellcore Impulse Noise                               Tape No. 201                                                Tape No. 201 - ------------------------------------------------------------------------------------------------------------------

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

40

                                                                               - ------------------------------------------------------------------------------------------------------------------ Disturbing Frequencies        Detection in the              -                             Detection in the                               presence of 2A-B and                                        presence of 2A-B and                               2B-A modulation                                             2B-A modulating                               products 28 dB below                                        products 28 dB below                               each frequency                                              each frequency                               component level of the                                      component level of the                               signals.                                                    signals - ------------------------------------------------------------------------------------------------------------------

           Table A-13: MFD R1 Detection Performance Requirements

A.6.3    R2 Detection Performance Requirements

Table A- 14 shows the MF R2 tone detection performance requirements taken from CCITT/1TU Q400-490. The MFD module is required to pass all CCITT/ITU requirements.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

41

- -------------------------------------------------------------------------------------------------------- Characteristic                      CCITT/ITU Requirement               CCITT/ITU Requirement - --------------------------------------------------------------------------------------------------------                                                                    Frequency Deviation                 +/-10 Hz must accept                Configurable choice of three - --------------------------------------------------------------------------------------------------------                                                                         sets of must accept frequency                                                                         tolerance:                                                                         +/-10 Hz                                                                         +/-15 Hz                                                                         +/-20 Hz

- -------------------------------------------------------------------------------------------------------- Tone Duration                       Must reject signals - ----------------------------------------------------------------------------------------------- --------- Minimum response time for R2        detect delay + generate             detect delay + generate delay compelled signaling                 delay                                     detect delay + decision             detect delay + decision delay +                                     delay + generate delay - -------------------------------------------------------------------------------------------- ------------ Accept Levels                       -5 dBm0 to -31.5 dBm0 must          Minimum power is                                     detect;                             configurable from -25 dBm to                                     -38.5 dBm0 must reject              -45 dBm per frequency - -------------------------------------------------------------------------------------------------------- Twist (ratio of high group          power to low)                       adjacent frequencies;               for adjacent frequencies;                                                                         non-adjacent frequencies;           for non-adjacent frequencies                                     20 ddB twist must reject            20 dB twist must reject - --------------------------------------------------------------------------------------------------------

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

42

- --------------------------------------------------------------------------------------------------------





Disturbing Frequencies             Must not falsely detect due to       Must not falsely detect due to                                    any one or more valid R2             any one or more valid R2                                    frequencies at -55 dBm per           frequencies at -55 dBm per                                    frequency.                           frequency.                                    In the presence of a valid R2        In the presence of a valid R2                                    tone, no missed detections and       tone, no missed detections and                                    no false detections due to any       no false detections due to any                                    of the remaining frequencies at      of the remaining frequencies at                                    20 dB below the highest of the       20 dB below the highest of the                                    MF tone pair.                        MF tone pair.  Must not falsely                                    Must not falsely detect due to:      detect due to:                                    1.  Any 1 or 2 pure sine waves,      1.  Any 1 or 2 pure sine waves,                                    each at -38.5 dBm0, 300-3400         each at -38.5 dBm0, 300-3400                                    Hz.                                  Hz.                                    2.  Any 1 or 2 pure sine waves,      2.  Any 1 or 2 pure sine waves,                                    each at -42 dBm, 300-3400 Hz.        each at -42 dBm, 300-3400 Hz.                                    3.  Forward detector: Any 2          3.  Forward detector: Any 2                                    pure sine waves, each at -5          pure sine waves, each at -5                                    dBm, 330-1150 Hz or 2130-3400        dBm, 330-1150 Hz or 2130-3400                                    Hz.                                  Hz.                                    4.  Backward detector: Any 2         4.  Backward detector: Any 2                                    pure sine waves, each at -5          pure sine waves, each at -5                                    dBm, 1300-3400 Hz.                   dBm, 1300-3400 Hz. - -------------------------------------------------------------------------------------------------------- Transmitted signal interference    Must not falsely detect due to       Must not falsely detect due to                                    generation of outgoing MF            generation of outgoing MF                                    digits.                              digits. - --------------------------------------------------------------------------------------------------------

           Table A-14: MFD R2 Detection Performance Requirements

A.7      MFcR2 compelled signaling

In order to pass the CCITT requirements for compelled signal timing, the following additional requirements are made on the MFD detector:

1.       The MFD detector shall detect the leading edge of an R2 digit after          processing no more than 24 ms of the digit.

2.       The MFD detector shall detect the trailing edge of an R2 digit after          processing no more than 16 ms of the silence following the digit.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

43

                                 EXHIBIT B

                       LICENSEE PRODUCT DESCRIPTION

Service Resource Module (SRM) for high density programmable switching systems.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

44

                                 EXHIBIT C

DEVELOPMENT, MAINTENANCE, AND RUNTIME LICENSE FEE SCHEDULE

DEVELOPMENT LICENSE FEES: LICENSED TECHNOLOGY FOR THE BASIC SERVICES SPECIFIED IN EXHIBIT A

Development license fees are specified in PO #104962.

50% of which has already been paid to D2 and the final 50% to be paid upon the delivery and acceptance of the Licensed Technology for Basic Services by Licensee in accordance with Article 4 of this Agreement.

MAINTENANCE FEES: LICENSED TECHNOLOGY FOR THE BASIC SERVICES SPECIFIED IN EXHIBIT A

The Maintenance Fee after the expiry of the Warranty period shall be $20,000 per year, starting from the date after the Warranty period (Contract Year),





renewable at the end of each Contract Year.

In the event that during the four consecutive calendar quarters which begin immediately after the start of a Contract Year, LICENSEE completes payments to D2 of one hundred thousand dollars in Runtime License Fees under this Agreement, D2 will apply a credit equaling to 100% of the Maintenance Fee against the Runtime License Fees of that Contract Year.

In the event that LICENSEE exercises the Buy Out option for Runtime License Fees, there shall be no Maintenance Fee for the first three years after the expiry of the Warranty period.

RUNTIME LICENSE FEES: LICENSED TECHNOLOGY FOR BASIC SERVICES SPECIFIED IN EXHIBIT A AND SIMPLE CONFERENCING TECHNOLOGY

A runtime license fee shall be paid for each SRM in the Licensee Product (Exhibit B) which contains the Licensed Technology for Basic Services and simple conferencing which does not require network echo cancellation technology (Exhibit A) sold by LICENSEE. Licensee Products which do not run the Licensed Technology are not subject to runtime license fees.

The runtime license fee is based on the number of ports of service that a customer can expect the SRM to provide. As such, this runtime license fee calculation may be used for an SRM with any number of DSP processors (DSPs), with any MIPS

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

45

performance rating, as long as it is from the TI TMS320C54x, TMS320C55x, or TMS320C6x processor family.

Fee_per_SRM = Fee_per_Port * DSPs_per_SRM * Average_Ports_per_DSP

Where:

      Fee_per_SRM is the runtime license fee for each SRM.           Fee_per_Port is on Table 1.           DSPs_per_SRM is the number of DSPs on each SRM.          Average_Ports_per_DSP is defined below.

      -----------------------------------------------------------          total quantity of processors licensed          Fee_per_port          -----------------------------------------------------------                      1-5,000                               $2.00          -----------------------------------------------------------                   5,001 - 25,000                           $1.00          -----------------------------------------------------------                  25,001 - 50,000                           $0.75          -----------------------------------------------------------                   5,001 - 75,000                           $0.50          -----------------------------------------------------------                    > 75,000                                $0.00          -----------------------------------------------------------

                           Table 1. Fee per port

If LICENSEE commits to purchase licenses for a minimum of 10,000 processors for the first year after first customer shipments, the fee_per_port will be reduced for $1.00 for the first 5,000 processors.

The SRM will provide 5 Basic Services and simple conferencing (which does not require network echo cancellation):

      1.     DTG -- Digital Tone Generation (static channels and outpulsing)          2.     CPA -- Call Progress Analysis (with Voice Activity Detection)          3.-    DRC -- DTMF Detection          4.     MFR(1) -- Multifrequency Reception (1)          5.     MFCR2 -- Multifrequency Reception and Transmission, Compelled R2

To determine the Average ports per DSP, the completed software will be tested in a heavily-loaded VCO/20 to determine the maximum number of ports that a single DSP processor performing each of the Basic Services can reliably satisfy.  This

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

46

maximum will be documented in Table 2 below, and will be encoded in software, to prevent a customer from exceeding it.

This maximum will vary depending on the DSP processor speed, so a separate measurement will have to be done for SRMs containing faster processors. Due to system limitations, this number will never exceed 63.

The number of ports supported for each of the Basic Services, per DSP processor, will be averaged (arithmetic mean) to create an average number of ports per DSP (Average_Ports_per_DSP). Because of the computational simplicity of the DTG Service, it will not be included in this calculation:

         Average_Ports_per_DSP = (#CPA + #DRC + #MFR1 + #MFCR2)/4

- --------------------------------------------------------------------------------      Service       Predicted            Measured             Included in





             Maximum # Ports      Maximum # Ports          Average? - --------------------------------------------------------------------------------        DTG            63             To be measured         Not included - --------------------------------------------------------------------------------        CPA            30             To be measured           Included - --------------------------------------------------------------------------------        DRC            30             To be measured           Included - --------------------------------------------------------------------------------       MFR1            30             To be measured           Included - --------------------------------------------------------------------------------       MFCR2           30             To be measured           Included - --------------------------------------------------------------------------------

               TABLE 2.  MEASURED PERFORMANCE OF SERVICES

CAP: The runtime license fees is fully paid up after it reaches the CAP, which is the cumulative runtime license fees paid by LICENSEE for the first 75,000 processors as specified in Table 1 above. The CAP is cumulative across the Texas Instruments TMS320C54x, TMS320CSSx, and TMS320C6x, and other TI processors based on the same core processor architecture.

BUYOUT OPTION: Within the Warranty period, LICENSEE may elect to pay D2 a sum of $1,400,000 as a one time paid-up runtime license fees for the Basic Services specified in Exhibit A.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

47

                                 EXHIBIT D

               MODEL LICENSEE AGREEMENT FOR LICENSEE PRODUCT

SOFTWARE LICENSE

Licensed Technology incorporated in LICENSEE Product, together with Updates and New Versions thereof, are provided to LICENSEE's Customer under a non-exclusive worldwide license subject to the following terms:

1. LICENSEE's Customer shall have the right to distribute copies of the Licensed Technology to end users in Object Code form either directly or indirectly through others for use in connection with the LICENSEE Product. LICENSEE's Customer shall require that such end users agree to protect D2's and LICENSEE's intellectual property rights in the Licensed Technology as set forth in this LICENSEE's Customer Agreement.

2. LICENSEE's Customer shall have the right to reproduce the Licensed Technology for distribution and make a reasonable number of copies of the Licensed Technology for backup or archival purposes.

3. LICENSEE's Customer shall not have the right to modify, reverse engineer, decompile or derive Source Code from the Licensed Technology, nor shall LICENSEE's Customer permit any third party to do so. LICENSEE's Customer shall not have the right to disclose the Licensed Technology except as permitted herein.

4. LICENSEE's Customer shall have the right to transfer a licensed copy of the Licensed Technology to a third party provided LICENSEE's Customer does not retain any copies of such licensed copy and the third party agrees to abide by the terms and conditions of this LICENSEE's Customer Agreement. All Licensed Technology must be transferred upon a change in title of any hardware in which it was installed.

5. LICENSEE's Customer agrees that D2 or LICENSEE retain the entire right and title to Licensed Technology.

6. The provisions of this Article (paragraphs 1 through 6 preceding) shall survive the termination or expiration of this LICENSEE's Customer Agreement.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

48

                                 EXHIBIT E

1.       Development and Back-up Computers

      Computer Manufacturer and Model    Serial Number      Dev/Backup

(1)      --                    --

(2)      --                    --

(3)      --                    --

1.       FORMAT OF Licensed Software Media

(1)      --                    --

(2)      --                    --

(3)      --                    --

Date:





Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL

49

                                 EXHIBIT F

                       Acceptance Test Specification

To be provided by D2 and LICENSEE within 90 days of effective date of this Agreement.

Software License                                           D2 Technologies, Inc. and Maintenance Agreement       August 4, 1997                      CONFIDENTIAL 
Question: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
[A]: The acceptance specification shall be completed no later than 90 days after the effective date of this Agreement and shall be attached to this agreement as Exhibit F.


[Q]: Exhibit 4.15 THE SYMBOL **** DENOTES PLACES WHERE PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SUCH MATERIAL WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. PRODUCT MANUFACTURING AGREEMENT This Product Manufacturing Agreement (Agreement) is made as of the Effective Date by and between DEXCEL LTD., with its registered address at ****, Israel (Dexcel) and KITOV Pharma Ltd., with its registered office at 132 Menachem Begin Road, Azrieli Center, Tel Aviv, 6701101, Israel (Kitov). Dexcel and Kitov are hereinafter jointly the Parties and individually a Party. WHEREAS: Dexcel is a pharmaceutical company engaged in various activities including, but not limited to, the research, development, manufacture, and marketing of various drugs and pharmaceutical specialties in various dosage forms; WHEREAS: Kitov is a pharmaceutical company engaged in various activities including, but not limited to, the development of pharmaceutical products; WHEREAS: Kitov and Dexcel entered into a Development Services Agreement on April 1, 2014 (Development Agreement), pursuant to which Dexcel performed certain development services for Kitov with respect to the Product; WHEREAS: Kitov desires that Dexcel manufacture and package the Product for Kitov in accordance with the terms of this Agreement, and Dexcel is willing to manufacture and package the Product for Kitov in accordance with the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Parties, intending to be legally bound, hereby agree as follows: 1 Definitions For the purpose of this Agreement, the terms set forth in this clause, whether used in singular or plural form, shall mean, unless otherwise expressly provided for in this Agreement or the context otherwise requires, the following: 1.1 Affiliate of a Party shall mean any corporation or other business entity directly or indirectly Controlled by, under common Control with, or in the Control of such Party. 1.2 Anti-Corruption and Anti-Bribery Laws shall mean the United States Foreign Corrupt Practices Act of 1977, as amended, the Bribery Act 2010 (2010 Chapter 23) of the Parliament of the United Kingdom, any rules or regulations under such acts, and any other anti-corruption or anti-bribery statutes, laws or regulations applicable to a Party. 1.3 API shall mean the active pharmaceutical ingredients Celecoxib and Amlodipine Besylate.

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





1.4 Batch shall mean the defined quantity of the Product processed in a single process or series of processes in a manner designed to be homogeneous. The Batch size for the Product is **** tablets. 1.5 cGMPs or Good Manufacturing Practice shall mean the part of quality assurance which ensures that the Product is consistently produced and controlled to the quality standards appropriate to their intended use, the principles and guidelines of which are specified in European Commission Directive 2003/94/EC and the FDA's current Good Manufacturing Practices, particularly 21 CFR § 210 et seq., and 21 CFR §§ 600-610, as both may be amended from time to time. 1.6 Change of Control shall mean (i) any change, sale, merger, reorganization, or any other event or action that results in a third party, which is a material competitor to the other Party to this agreement, acquiring: (a) all or substantially all of the business or assets of a Party relating to this Agreement, (b) Control, directly or indirectly, of such Party (and/or any corporate entity that Controls, directly or indirectly, such Party), or (ii) any assignment or delegation of, sale or transfer of a Party's rights and obligations under this Agreement (or any part hereof) to a third party. Notwithstanding anything in the immediately preceding paragraph to the contrary, where the Party in question is Dexcel, any of the foregoing events or actions shall not be considered a Change of Control where any one or more of the relevant third party or parties referred to in clause (i) above is (A) a Family Member, or (B) any entity Controlled by Mr. **** and/or a Family Member. 1.7 Claims shall mean any demands, claims, actions, causes of action, assessments, losses, damages, injuries, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) filed, raised, initiated or made by any governmental authority and/or third party. 1.8 Confidential Information shall have the meaning set forth in Section ​7.1. 1.9 Confirmed Order shall have the meaning set forth in Section 3.3.2. 1.10 Control or Controlled shall mean possession of more than fifty percent (50%) of the share capital of a corporation or other business entity, and/or the power to direct or cause the direction of the management and policies of a corporation or other entity whether through the ownership of voting securities, by contract or otherwise. 1.11 Delivery shall mean the time when the Product is placed at the disposal of Kitov at Dexcel's Facility based on an **** (Incoterms® 2010). 1.12 Distributors shall mean any Person under contract with Kitov or any of its Affiliates for the distribution of the Product in a certain territory or territories. 1.13 Effective Date shall mean the date of signature of the last Party to execute this Agreement. 1.14 EMA means the European Medicines Agency or any successor entity. 1.15 Family Member shall mean ****. 1.16 FDA means the U.S. Food and Drug Administration or any successor entity.

2

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





1.17 Force Majeure shall mean an event beyond a Party's reasonable control which prevents such Party from performing its obligations hereunder, such events may include, but not be limited to, Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, any extraordinary military operation which requires a large military reserve mobilization, nationalization, governmental activities relating to emergency situations, blockage, embargo, strikes or lockouts. 1.18 Human Trafficking shall mean the recruitment, transportation, transfer, harboring, or receipt of men, women and/or children by improper means (such as force, abduction, fraud, or coercion) for an improper purpose including forced labor or sexual exploitation. 1.19 Intellectual Property Rights shall mean any inventions, information, results, data, hypotheses, discoveries, developments, know- how, production methods, laboratory test results, owned or in the possession of a Party, including, but not limited to, any patent, copyright, registered design, trademarks, trade secrets, or other industrial or intellectual property right, including any and all improvements, enhancements, derivatives and residuals, whether registered or unregistered and applications for any of the foregoing in any country, and any other intellectual property rights. 1.20 Joint IP shall have the meaning set forth in Section 8.3 of the Development Agreement as shown in Exhibit A 1.21 Kitov Data shall mean, Kitov Foreground IP, including Patent families embodied in Patents applications no. 13/026,741, 12/990,724, WO2009/154944 and WO2011/100659, and Kitov's Confidential Information.. 1.22 Kitov Foreground IP shall have the meaning set forth in Section 8.1 of the Development Agreement as shown in Exhibit A. 1.23 Kitov Product IP shall have the meaning set forth in Section ​2.1.1. 1.24 Label, Labeled or Labeling shall refer to: (i) all labels and other written, printed or graphic matter on the Product or any Packaging utilized with the Product, or (ii) any written material accompanying the Product, including, without limitation, patient information leaflets (PIL). 1.25 Livery or Liveries shall mean the graphics and text appearing on each Pack of the Product, including the Trademark and any logos of Kitov and/or its Distributors, including, inter alia, the requirements for serialization, as notified by Kitov to Dexcel in writing from time to time. 1.26 Marketing Authorization shall mean an application to the appropriate Regulatory Authority for approval to market the Product in any particular jurisdiction and all amendments and supplements thereto 1.27 Minimum Order Requirements shall mean multiples of a full Batch. 1.28 Pack shall mean a bottle containing either **** or **** tablets of the Product, Labeled with the Livery. 1.29 Packaging shall mean all primary containers (including bottles or blisters) for the Product, plus cardboard cartons, PILs, shipping cases or any other like matter used in packaging and/or accompanying the Product.

3

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





1.30 Person means any individual, entity or corporation of any kind, domiciled in any jurisdiction. 1.31 Product shall mean tablets containing the APIs Celecoxib/Amlodipine in three dosage strengths (200/10mg, 200/5mg and 200/2.5mg), Labelled with the Livery and in Packs. 1.32 Quality Agreement shall mean the agreement to be entered into by the Parties pursuant to Section ​4.1 below, which allocates the pharmaceutical responsibilities and obligations of the Parties with respect to Product quality. 1.33 Quarter shall mean the relevant three (3) month period ending on 31 March, 30 June, 30 September and 31 December in any calendar year, and any shorter period commencing on a day following the end of a Quarter and ending on the expiration or termination of this Agreement. 1.34 Regulatory Authority shall mean, in a particular country or jurisdiction, any applicable governmental authority involved in granting a Marketing Authorization in such country or jurisdiction, including, inter alia, the FDA and EMA. 1.35 Specifications shall mean the pharmacochemical, manufacturing, stability and other specifications of a Product defined in such Product's Marketing Authorization, subject to change from time to time as reasonably required to meet any requirements of the relevant Health Authorities. 1.36 Supply Commencement Date shall mean the date upon which Dexcel makes the first Delivery of the Product to Kitov pursuant to an Confirmed Order. 1.37 Supply Price shall have the meaning set forth in Section ​3.4. 1.38 Term shall have the meaning set forth in Section ​5.1. 1.39 Trademark shall mean Kitov's trademark Consensi™. 1.40 Working Day shall mean a day excluding Friday and Saturday and, for the avoidance of doubt, excluding statutory holidays in the State of Israel. 1.41 Year shall mean the twelve (12) months following the Supply Commencement Date and each successive twelve (12) month period commencing on the anniversary of the Supply Commencement Date. 2 Basics of the Agreement 2.1 Grant of Rights; Exclusivity 2.1.1 Kitov hereby grants to Dexcel a fully paid, limited license right to use all of its Confidential Information and Intellectual Property Rights (including, inter alia, the Kitov Foreground IP, Kitov Data, Kitov's share of the Joint IP, and the Trademark (Kitov Product IP)) necessary in order for Dexcel to manufacture, Label, package with the Livery, test and release the Product for shipment, exclusively for Kitov, for and during the Term.

4

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





2.2 Kitov shall be responsible (itself or through its Affiliates and Distributors) for all costs related to the maintenance of or changes to the Specifications, materials, suppliers of the API and/or other materials used for the manufacture or Packaging of the Product, regulatory dossiers, and/or the Marketing Authorizations for the Product. Dexcel shall provide any and all reasonable assistance to Kitov in this respect during the Term. 3 Purchase and Supply of Product 3.1 Packaging 3.1.1 Kitov shall provide Dexcel with reasonable Packaging and Labelling instructions for the Livery (by SKU), including, but not limited to, artwork for Labels and patient leaflets, as soon as practicable following the Effective Date; provided, however, that Kitov shall provide such instructions at least one hundred and twenty (120) days prior to the anticipated Supply Commencement Date. Kitov shall provide Dexcel with its Product Packaging and Labeling instructions, including, but not limited to, approved artwork, with respect to any new SKU (for a new Product Distributor or new country), as well as changes to or destruction of existing materials at least one hundred and fifty (150) days prior to the anticipated first supply of each such SKU. 3.1.2 Kitov shall ensure that the Packaging and Labelling instructions and the Livery shall comply in all respects with the relevant Marketing Authorizations. 3.1.3 In the event that Kitov has Packaging requirements that are not standard for Dexcel, the Parties shall discuss the implementation and costs of the same in good faith. Any additional costs and expenses incurred by Dexcel as a result of such additional requirements shall be borne solely by Kitov. 3.1.4 Dexcel shall order the Packaging materials required for the Product Packaging (including, but not limited to, all Labeling); provided that such orders shall not exceed the forecasted demand of such materials for the next following twelve (12) months. In the event that any Product artwork needs to be changed and/or discarded further to Kitov's written instructions or due to requirements of a relevant Regulatory Authority, Kitov shall fully bear any costs arising from any such changes, including the costs of any discarded Packaging materials and/or any destruction costs. However, if such changes are required to be carried out at Dexcel's request, the cost for such changes shall be assumed by Dexcel. 3.2 Kitov shall provide Dexcel with a twelve (12) month rolling forecast of its Product requirements (by SKU), no later than the fifteenth (15th) Working Day of each Quarter (Forecast). The first Forecast will be provided by Kitov to Dexcel at least six (6) months less one week prior to the anticipated Supply Commencement Date and shall represent Kitov's best estimates of the quantity of each Product SKU to be ordered during the twelve (12) months period covered by the Forecast;. 3.3 Purchase Orders 3.3.1 Kitov shall provide Dexcel with written purchase orders meeting the Minimum Order Requirements and in a form reasonably acceptable to Dexcel, and which shall specify at least the following: a description of the Product ordered, the quantity ordered, the current Supply Price, and the required delivery date thereof, such required delivery date to be not less than one hundred and twenty (120) days from the purchase order placement date (one hundred and eighty (180) days before the anticipated Supply Commencement Date and/or the launch of a new SKU).

5

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





3.3.2 All Kitov purchase orders are subject to confirmation in writing by Dexcel, which confirmation shall be delivered by e-mail within ten (10) Working Days of Dexcel's receipt of each purchase order (each, a Confirmed Order). If Kitov does not receive a response from Dexcel within such ten (10) Working Days, Kitov shall contact Dexcel to confirm that Dexcel has received the purchase order. Except as provided in Section ​3.3.3, Dexcel shall use its best endeavors to accept all purchase orders placed by Kitov, which meet the Minimum Order Requirements and the remaining terms and conditions of this Agreement. 3.3.3 In the event that a Kitov purchase order is greater than Kitov's Forecast by more than **** percent (****%), Dexcel shall make a good faith determination of its ability to accept such purchase order, consistent with its manufacturing schedule, the availability of the Product API and other materials, and its other planning requirements, in Dexcel's sole discretion. 3.3.4 Dexcel will supply the Product only on the terms of this Agreement or any additional terms specifically agreed upon in writing by both parties; in the event of any conflict, the provisions of this Agreement shall prevail. 3.3.5 Dexcel shall use reasonable commercial efforts to deliver the Confirmed Orders to Kitov in full on the required delivery date. Each shipment shall be accompanied by certificates of analysis and such other documents required to be included pursuant to the Quality Agreement. 3.3.6 Dexcel shall supply the Product with at least **** percent (****%) of the shelf life upon Delivery unless otherwise agreed by the Parties. 3.3.7 The Parties shall store and transport the Product in compliance with applicable laws and regulations for pharmaceutical products, the Quality Agreement and the relevant Marketing Authorization. Dexcel will be responsible for packaging the Product in a manner appropriate for shipment and for including data loggers with each such shipment in accordance with the provisions of the Quality Agreement. 3.3.8 Kitov shall be solely responsible, at its own cost and expense, for all activities related to the sale, marketing, shipping, distribution, storage following the delivery of the Products, order fulfilment, invoicing, collection, and any other activities directly or indirectly related to the promotion, marketing, distribution, or sale of the Product in any country. 3.4 The Supply Prices for the Product shall be:

Strength Pack Size Supply Price/Pack (in US Dollars) 200/10mg Bottle **** tablets **** 200/10mg Bottle **** tablets **** 200/5mg Bottle **** tablets **** 200/5mg Bottle **** tablets **** 200/2.5mg Bottle **** tablets **** 200/2.5mg Bottle **** tablets ****

6

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





3.5 Supply Price modification 3.5.1 Commencing with ****, Dexcel may adjust the Supply Price for the next following Year not more often than ****. 3.5.2 Dexcel shall deliver to Kitov, ****, a revised Supply Price to be effective for Product delivered on or after the first day of the next Year; such revised Supply Price shall not be applicable to then-outstanding Confirmed Orders. 3.6 Payment Terms 3.6.1 All payments shall be made by bank transfer to such account as may be indicated by Dexcel, Dexcel and Kitov each bearing their own bank transfer costs, net thirty (30) days from Delivery. All payments shall be made in U.S. Dollars. 3.6.2 With the exception of amounts in legitimate dispute, in the event that Kitov is more than twenty one (21) Working Days late in meeting the payment schedule set forth in Section ​3.6.1, Dexcel may, upon seven (7) Working Days' written notice to Kitov (i) delay the delivery of Product ordered until the amounts in arrears are paid, (ii) charge penalties on late payment with interest at the rate of **** per month from the due date for payment until payment is actually made, and/or (iii) change or limit the terms of payment for future orders, including requiring the prepayment for new orders or the provision of a letter of credit by Kitov (at Kitov's expense) from a bank reasonably acceptable to Dexcel. 3.6.3 With the exception of amounts in legitimate dispute, in the event that Kitov fails to make any payment due hereunder within ninety (90) days following the original due date, it shall be deemed a material breach of this Agreement and shall entitle Dexcel, in its sole discretion, to terminate this Agreement with immediate effect. 3.7 Product Acceptance 3.7.1 The Product supplied by Dexcel to Kitov shall correspond to the respective Product Specifications and the relevant Marketing Authorization and shall be manufactured in compliance with cGMP and the Quality Agreement. 3.7.2 Kitov shall provide Dexcel with written notification of any shortfalls in shipment quantity, and (a) any out-of-specification temperature excursions based on the downloaded data logger information following compliance with the provisions of the Quality Agreement, and/or (b) any failure of the Product to meet the Specifications which are apparent upon visual inspection and/or identification testing of the Product delivered to it by Dexcel (each of (a) and (b) being an Apparent Defect), such notification to be provided within thirty (30) Working Days of receipt of the Product at Kitov's warehouse, accompanied by samples of any such allegedly defective Product and any such Product shall not be removed from quarantine until their status is resolved. In the event that a defect is not apparent upon visual inspection during the shelf life of the Product (Hidden Defect), Kitov shall use commercially reasonably best efforts to provide Dexcel with written notification within thirty (30) Working Days of discovering the same, to be accompanied by samples of any such allegedly defective Product, if such samples are available In the event of any failure by Kitov to provide Dexcel with written notification of any such shortfall, Apparent Defect or Hidden Defect within the respective aforementioned periods, it shall be deemed as Kitov having accepted the relevant consignment.

7

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





3.7.3 Dexcel shall use its best efforts to make up any shortfall in shipment quantity as soon as practicable after being notified by Kitov of such shortfall. In the event of Product which Kitov claims have Apparent Defects or Hidden Defects, Dexcel shall have up to thirty (30) Working Days after receipt of the samples to show that the Product in question meets the Specifications (Period). In the event that no agreement is reached by the end of the Period, Kitov shall have the right to submit a new purchase order, which Dexcel shall satisfy as soon as possible using reasonable commercial efforts (Replacement Shipment), and Dexcel shall require proof that Kitov has destroyed that part or all of the original shipment with claimed defective Product. In the event that Kitov has fully paid the Supply Price for the claimed defective Product, Dexcel shall supply the Replacement Shipment at no additional Transfer Price. In the event that Kitov has not fully paid the Supply Price for the claimed defective Product, Kitov will pay for the Replacement Shipment in accordance with the provisions of this Agreement (assuming the Replacement Shipment meets the Specifications). 3.7.4 Dexcel's responsibility for Product supplied by it to Kitov failing to meet the Specifications shall be limited to the replacement of the Product or the refund of the Supply Price paid by Kitov for such order, as agreed by the parties, except as otherwise provided under this Agreement. 3.7.5 In the event that the Parties do not agree on whether the Product meets the Specifications by the end of the Period, the Parties agree to nominate an independent, reputable laboratory approved by the Regulatory Authority (Laboratory), acceptable to both Parties, which shall examine representative samples taken from such consignment, using the methods of analysis agreed upon by both Parties. The result shall be binding upon both Parties. Any charges for such examination shall be borne by the Party found to be wrong in its assessment. In the event that Kitov receives a Replacement Shipment and the Laboratory decides that the first shipment failed to meet the Specifications, Kitov shall only have to pay Dexcel for the Replacement Shipment. In the event that Kitov receives a Replacement Shipment and the Laboratory decides that the first shipment met the Specifications, Kitov shall have to pay for both shipments. 4 Quality Agreement; Product Complaints and Recalls 4.1 The Parties shall conclude the Quality Agreement as soon as practicable after the Effective Date, but not later than ninety (90) days prior to the shipment of the initial order of the Product to Kitov. 4.2 In case of a conflict between this agreement and the Quality Agreement, this agreement shall prevail on any business matters, and the Quality Agreement shall prevail on any quality related matters.

8

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





4.3 Kitov shall have the right (at reasonable intervals, with reasonable prior written notice and during normal business hours, and not more often than annually) to inspect Dexcel's manufacturing facilities used in the manufacture, storage, testing, and/or release for shipment of the Product. 4.4 Kitov shall be responsible for the execution of Product recall and crisis management policies regarding Product issues in the Territory. In the event of a Product recall in the Territory, Kitov shall promptly advise Dexcel and the Parties shall reasonably cooperate with each other to take all necessary actions in that regard. 4.5 Kitov shall be responsible for bearing the cost and expenses of any recall resulting from any of the following: (i) damage to the Products which occurred after Delivery of the Products from Dexcel; (ii) any failure of the Livery for the Product to comply with local laws or regulations in the relevant Territory; or (iii) any other action or non-action of Kitov or a Distributor as promoter, marketer, distributor and seller of the Product in the Territory. 4.6 Dexcel shall be responsible for bearing the cost and expenses of any recall resulting from: (i) Dexcel's acts or omissions as manufacturer of the Product, or (ii) the Product supplied by Dexcel not being in conformity with the Specifications at Delivery. 5 Term and Termination 5.1 The Agreement shall commence on the Effective Date and remain in full force and effect for an initial term of **** from the Supply Commencement Date of the Product (Initial Term). Following the Initial Term, the Agreement shall automatically be renewed for additional periods of **** (each, a Renewal Term, and, together with the Initial Term, the Term)), unless a Party provides written notification of non-renewal to the other Party at least **** of the Initial Term or a Renewal Term. 5.2 This Agreement may be terminated: 5.2.1 by either Party, effective immediately upon written notice to the other Party, if (i) a receiver, trustee, or liquidator of the other Party is appointed for any of properties or assets of the other Party; (ii) the other Party makes a general assignment for the benefit of its creditors; (iii) the other Party files a petition under the relevant statute for the bankruptcy or reorganization of the other Party or any arrangement with its creditors or readjustment of its debt, or its dissolution or liquidation, or such a petition is filed against the other Party and is not dismissed within sixty (60) days thereafter; or (iv) the other Party ceases doing business generally or commences dissolution or liquidation proceedings; 5.2.2 in the event that a Party is in material breach of this Agreement or the Quality Agreement and fails to remedy such breach within thirty (30) calendar days from receipt of written notification of same, by the non-breaching Party; 5.2.3 by Dexcel, in the event that the provisions of Section ​3.6.3 is applicable; or 5.3 in the event of a Change of Control, the Party which was not subject to the Change of Control may terminate this Agreement upon six (6) months advance written notification. The affected Party is obligated to notify the other Party of its decision to terminate within thirty (30) days following notice of the Change of Control.

9

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





5.4 Rights and Obligations Following Expiration or Termination It is specifically understood by Dexcel and Kitov that, upon any expiration or termination of this Agreement for any reason, the rights and obligations of the Parties shall include the following: 5.4.1 Neither Party shall be relieved of its duty to discharge in full all obligations accrued or due prior to the date of termination, cancellation or expiration; all sums owed by either Party to the other shall become immediately due and payable thirty (30) days after such date. 5.4.2 Each Party shall remove all references to the other, if any, from its letterhead, business forms, advertising literature, websites and place of business, and shall not thereafter use any name or trademark suggesting that it has any current relationship with the other Party. 5.4.3 Each Party shall return to the other all of the other's Confidential Information and any other material, information or samples relating to the Product which have been provided or made available to the other and shall not retain any copies and the Parties further agree not to make any further use of each other's Confidential Information or any other information, data or samples relating to the Product provided or made available by the other Party, except as necessary to comply with its statutory, regulatory or licensing obligations; provided, however, that Kitov may retain such material, information and/or samples relating to the Product as may be necessary for Kitov to continue to sell the Product as permitted by Section ​5.4.4 below, following which, Kitov shall refrain from making any further use of Dexcel's Confidential Information or any other information, data or samples and shall return any remaining Confidential Information and material, information or samples relating to the Product. 5.4.4 The provisions of this Section ​5.4.4 shall not be applicable if Dexcel shall have terminated this Agreement pursuant to Sections ​5.2.2 or ​5.2.3. Any Confirmed Orders made by Dexcel on or before the expiration or termination of this Agreement but not yet delivered by Dexcel shall be delivered to Kitov and Kitov shall be liable to pay for the same in accordance with the provisions of the Agreement. Kitov shall be entitled to sell or otherwise dispose of its remaining stock of the Product until the end of the inventory's shelf life. 5.4.5 In no event shall any expiration or termination of this Agreement excuse either Party from any breach or violation of this Agreement and full legal and equitable remedies shall remain available therefor. The rights and obligations of the Parties to this Agreement set forth in 4, 5, 6, 7, 9 and 10 shall survive any expiration or termination of this Agreement. 6 Force Majeure 6.1 If a Party asserts the occurrence of an event of Force Majeure as an excuse for its failure or inability to perform such Party's obligations, then the obligations of the Parties hereunder shall be suspended for so long as the Force Majeure event renders performance of the Agreement impossible or impractical; provided, however, that (a) the nonperforming Party shall timely notify the other Party in writing of the likelihood or actual occurrence of an event of Force Majeure by the nonperforming Party; (b) the nonperforming Party must reasonably prove that it took all commercially reasonable steps to minimize delay or damages caused by such event; and (c) the nonperforming Party substantially fulfilled all non-excused obligations, unless the other Party has notified the nonperforming Party to the contrary.

10

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





6.2 In the event that such event of Force Majeure continues for a period in excess of sixty (60) days, the Parties agree to undertake good faith discussions with a view to reaching some other mutually acceptable and reasonable arrangement for alleviating the effects of such Force Majeure. In the event that the Parties are unable to agree on such an arrangement, either Party shall be entitled to provide immediate written notice of termination to the other Party. 7 Confidential Information 7.1 For the purposes of this Agreement, Confidential Information shall mean, with respect to a Party, all information of any kind whatsoever (including but not limited to, data, compilations, formulae, models, patent disclosures, procedures, processes, projections, protocols, results of experimentation and testing, specifications, strategies and techniques), and all tangible and intangible embodiments thereof of any kind whatsoever (including but not limited to apparatus; compositions; documents; drawings; machinery; patent applications; records and reports), which is proprietary to the disclosing Party or that is marked or identified by the disclosing Party or otherwise acknowledged by the recipient Party to be confidential to the disclosing Party at the time of disclosure to the other Party. 7.2 Confidential Information shall not include: 7.2.1 Information that, at the time of disclosure by the disclosing Party, is in the public domain or that, after disclosure, becomes part of the public domain except through a breach of this Agreement by the recipient Party; or 7.2.2 Information that, at the time of disclosure by the disclosing Party, was known to the recipient Party and was not acquired directly or indirectly from the disclosing Party and which the recipient Party can establish by competent proof was in its possession at the time of disclosure; or 7.2.3 Information that the recipient Party can establish by competent proof was lawfully received from a third Party 7.3 The Parties recognize that a Party within the framework of this Agreement may disclose Confidential Information only in accordance with the terms of this Agreement (including this section 7)and that such disclosure represents confidential and valuable proprietary information. Each Party promises and undertakes not to disclose the other Party's Confidential Information to any other person other than those of its and its Affiliates' employees, directors, officers, consultants, and Distributors (Representatives) who must have access to such information in order to utilize it for the purposes of this Agreement. The recipient Party will take all reasonable steps to encourage and require its Representatives to preserve such trust and confidence. 7.4 The recipient Party shall accord the Confidential Information disclosed by the disclosing Party with at least as careful treatment as the recipient Party accords to its own trade secrets, know how, and other proprietary information, but no less than a reasonable level of care.

11

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





7.5 The recipient Party agrees not to use Confidential Information for any purpose other than within the framework of the co-operation with the disclosing Party and to exercise its rights and carry out its obligations under this Agreement. Upon any expiration or termination of this Agreement, at the disclosing Party's request, the recipient Party agrees to return to the disclosing Party all Confidential Information disclosed to the recipient Party by the disclosing Party. 7.6 Nothing in this Agreement, nor any disclosure of Confidential Information by the disclosing Party to the recipient Party before or after its execution, shall operate to confer any rights upon the recipient Party (other than the rights set forth in this Agreement) nor be effective to license or transfer to the recipient Party any right, title or interest in the Confidential Information, which rights shall remain the disclosing Party's exclusive property. 7.7 The Parties agree that neither Party may issue or release, directly or indirectly, any press release, marketing material or other communications to third parties, the media or the public regarding the terms of this Agreement, the other Party hereto, the Product, or the transactions contemplated hereby without the prior written approval of the other Party hereto, such approval not to be unreasonably withheld, delayed or conditioned; provided, however, that nothing contained in this Agreement shall prevent or preclude any Party from making such disclosures as may be required by applicable law, including, but not limited to, any disclosures required by applicable securities laws. 7.8 Required Disclosure. Notwithstanding the provisions of this Section 7, the recipient Party may disclose the Confidential Information of the disclosing Party to the extent that such disclosure is reasonably necessary to: 7.8.1 prosecute or defend litigation; 7.8.2 comply with applicable governmental laws and regulations (including, without limitation, the applicable laws, rules, regulations or requirements of a securities exchange or another similar regulatory body); or 7.8.3 respond to a valid order, inquiry or request of, or make filings and submissions to, or correspond or communicate with, any government authority. In the event that the recipient Party deems it reasonably necessary to disclose the Confidential Information of the disclosing Party pursuant to this sub-Section 7.8, the recipient Party shall, to the extent possible, provide the disclosing Party with reasonable advance notice of such disclosure to afford the disclosing Party a reasonable opportunity to take the necessary measures to prevent or otherwise limit the disclosure, and in any event, the recipient Party shall limit the disclosure to the extent necessary to fulfill the subject purpose described above and take reasonable measures to ensure confidential treatment of such information. 8 Warranties, Indemnities and Insurance 8.1 Kitov represents, warrants and covenants as follows: 8.1.1 All necessary actions have been taken to enable it to execute and deliver this Agreement and perform its obligations hereunder.

12

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





8.1.2 This Agreement is a valid and binding obligation of Kitov enforceable against it in accordance with its terms. Kitov has the unencumbered right to enter into this Agreement and to fulfill its duties hereunder. It is not and will not become Party to any agreement in conflict herewith. 8.1.3 No approval, consent, order, authorization or license by, giving notice to or taking any other action with respect to, any governmental or regulatory authority is required in connection with the execution and delivery of this Agreement by Kitov and the performance by Kitov of its obligations hereunder. 8.1.4 With respect to the Kitov Product IP, the Trademark and any remaining Kitov trademarks and logos, Kitov warrants that, to the best of its knowledge, it has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any valid intellectual property rights of any third party, nor has Kitov received, to the best of its knowledge, any communications alleging any such interference, infringement, misappropriation, or violation (including any claim that Kitov must license or refrain from using any intellectual property rights of any third party). 8.1.5 The corporate policy of Dexcel is that all business be conducted within the letter and the spirit of the law. Kitov warrants and represents that it will conduct the business contemplated hereunder in a manner which is consistent with the Anti- Corruption and Anti-Bribery Laws, and it further warrants and represent that it will not: a) Offer or give, either directly or indirectly, money or anything else of value to any person or organization (including any government official) that is intended to, or could be seen as an attempt to, improperly influence or reward such other person or organization in order to obtain or retain business or secure a business advantage for such person or organization, Kitov (including its Affiliates, Distributors, agents, or other person associated with or acting on its or their behalf) or Dexcel. b) Request or accept, directly or indirectly, money or anything else of value if it is intended, or could be seen as an attempt, to compromise Kitov's independence or judgment, or to improperly influence a business decision of Kitov or Dexcel. 8.1.6 Kitov warrants that it has established and maintains a compliance program and reasonable internal controls and procedures appropriate to ensure that Human Trafficking is not taking place in any part of its supply chain and in any part of its own business, including, inter alia, the following: a) Kitov and its Affiliates (and including any Distributors, agents, or other person associated with or acting on their behalf) do not employ any person younger than the applicable legal minimum age for working, and children and young people less than eighteen years of age are not employed in hazardous conditions. a) Kitov and its Affiliates (and including any Distributors, agents, or other person associated with or acting on their behalf) do not employ any person on an involuntary basis and do not use forced, prison, bonded, or indentured labor.

13

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





b) Kitov and its Affiliates (and including any Distributors, agents, or other person associated with or acting on their behalf) fairly compensate their employees by paying wages and providing benefits that meet or exceed the applicable, legally mandated minimum requirements in the countries in which they operate. 8.2 Dexcel represents, warrants and covenants as follows: 8.2.1 All necessary actions have been taken to enable it to execute and deliver this Agreement and perform its obligations hereunder. 8.2.2 Dexcel owns or has a valid license to all Dexcel IP rights relating to the Product. This Agreement is a valid and binding obligation of Dexcel enforceable against it in accordance with its terms. Dexcel has the unencumbered right to enter into this Agreement and to fulfill its duties hereunder. It is not and will not become Party to any agreement in conflict herewith. 8.2.3 No approval, consent, order, authorization or license by, giving notice to or taking any other action with respect to, any governmental or regulatory authority is required in connection with the execution and delivery of this Agreement by Dexcel and the performance by Dexcel of its obligations hereunder. 8.2.4 Dexcel warrants and represents that it will conduct the business contemplated hereunder in a manner which is consistent with the Anti-Corruption and Anti-Bribery Laws, and it further warrants and represent that it will not: a) Offer or give, either directly or indirectly, money or anything else of value to any person or organization (including any government official) that is intended to, or could be seen as an attempt to, improperly influence or reward such other person or organization in order to obtain or retain business or secure a business advantage for such person or organization, Kitov or Dexcel. b) Request or accept, directly or indirectly, money or anything else of value if it is intended, or could be seen as an attempt, to compromise Dexcel's independence or judgment, or to improperly influence a business decision of Kitov or Dexcel. 8.2.5 Dexcel warrants and represents that it has established and maintains a compliance program and reasonable internal controls and procedures appropriate to ensure that Human Trafficking is not taking place in any part of its supply chain and in any part of its own business. 8.2.6 Dexcel warrants that its facilities for manufacturing the Product are cGMP-approved and that it will manufacture the Product in accordance with this Agreement, cGMPs, the Marketing Authorization and the Specifications. 8.3 Any breach of warranty, representation or covenant hereunder shall constitute a breach of contract.

14

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





8.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, DEXCEL MAKES NO WARRANTY, EXPRESSED OR IMPLIED, AND SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE, REGARDING THE PRODUCTS OR ANY OTHER MATTER WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY. 8.5 Indemnification 8.5.1 Dexcel agrees to defend, indemnify and hold Kitov and its Affiliates, and their respective officers, directors, and employees (collectively, the Kitov Indemnitees) harmless from and against any Claims arising from (i) any product liability claims related solely to Dexcel's actions as the manufacture of the Product, or (ii) any breach by Dexcel or its Affiliates of its representations, warranties, covenants, agreements or obligations under this Agreement, in all cases except to the extent such damages give rise to an indemnification claim by Dexcel under Section ​8.5.2 below. 8.5.2 Kitov agrees to defend, indemnify and hold Dexcel and its Affiliates, and their respective shareholders, officers, directors, and employees (collectively, the Dexcel Indemnitees) harmless from and against any Claims arising from (i) the handling, possession, use, marketing, distribution, promotion or sale of any Product by Kitov or its Affiliates or any of their Distributors, employees or subcontractors or agents following Delivery of the Product to Kitov, (ii) any breach by Kitov or its Affiliates of its representations, warranties, covenants, agreements or obligations under this Agreement, (iii) any intellectual property infringement claims with respect to the Product or the Trademark; or (iv) any product liability claims, whether arising out of warranty, negligence, strict liability (including manufacturing, design, warning or instruction claims) or any other product or quality based claims in relation to the Product, in all cases except to the extent such damages give rise to an indemnification claim by Kitov under Section ​​8.5.1 above. 8.5.3 Unless and to the extent otherwise specifically provided herein, in the event that the Dexcel Indemnitees or the Kitov Indemnitees intend to claim indemnification under this Section ​8.5 with respect to any third party claim or action (such one of the Dexcel Indemnitees or the Kitov Indemnitees being herein referred to as the Indemnitee) shall promptly notify the other Party (the Indemnitor) of any loss, claim, damage, or liability arising out of any third party claim or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall assume the defense thereof with counsel of its own choosing. Additionally, an Indemnitee shall have the right to retain its own counsel with the reasonable fees and expenses to be paid by the Indemnitor, however only in the event the representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to an actual conflict of interest between such Indemnitee and any other Party represented by the Indemnitor's counsel in such proceedings. a) An Indemnitee shall not be entitled to indemnification under this Section ​8.5 if any settlement or compromise of a third party claim is concluded by the Indemnitee without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. b) An Indemnitor shall not enter into any settlement or compromise of any third party claim or consent to the entry of any judgment or other order with respect to any claim: (i) which does not contain, as a part thereof, an unconditional release of the Indemnitee for liability for all loss, cost or damage that may arise from such claim; or (ii) which contains any injunctive or other non-monetary relief that might in any way interfere with the future conduct of business by the Indemnitee, unless, in either case, the Indemnitee otherwise consents thereto in writing.

15

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





c) Any Indemnitee, and its employees, agents and representatives, shall cooperate fully with the Indemnitor and its legal representatives, at the Indemnitor's sole expense for out-of-pocket costs, in the investigation of any action, claim or liability covered by this indemnification provision. 8.6 Each Party shall maintain (a) comprehensive general liability insurance (including without limitation, coverage for bodily injury, personal injury, property damage, casualty loss and contractual and trademark liability); and (b) product liability insurance, providing full indemnification and defense against claims, liabilities, damages, demands and causes of action, alleged or actual, arising out of any defects in or use of the Product under this Agreement (including manufacturing, design, warning, or instruction claims), in such amounts as it customarily maintains for similar products and activities, but in no event less than $5,000,000 per individual claim and $10,000,000 in the aggregate. At the time of entering this Agreement, each Party shall be fully insured and shall duly maintain such insurance during the term of this Agreement and thereafter for so long as it customarily maintains insurance for itself for similar products and activities. Each Party shall provide the other Party with proof of such insurance upon request. Each Party shall cause such insurance policies to provide that the other Party shall be given at least thirty (30) days' notice of any cancellation, termination or change in such insurance. 8.7 Without prejudice to any other limitation (whether effective or not) of either Party's liability, neither Party shall be liable to the other Party (whether in contract, tort (including negligence) or for breach of statutory duty or otherwise) for any loss of profits, use, opportunity, goodwill, business or anticipated savings, for any indirect, incidental, special, indirect, punitive or consequential losses (in each case, irrespective of any negligence or other act, default or omission of a Party (or its employees or agents) and regardless of whether such loss or claim was foreseeable or not and whether the other Party has been informed of the possibility of such loss). Nothing in this Section ​8.7 shall operate to limit or exclude any liability under Section ​8.5 with respect to a Claim, or for fraud, or for breach by a Party of the provisions of Article ​7. 9 Intellectual Property Rights 9.1 It is agreed that the Parties shall keep each other informed, on a complete and timely basis, about any claim, demand, award, or damages, whether direct or consequential, that is asserted or assessed based upon any allegation, suit or judgment that the Kitov Product IP infringes any patent or other intellectual property right of a third party (an IP Claim) and about any action resulting therefrom. The Parties shall exchange, free of charge, any documentation received from the third party filing the IP Claim, and shall also send each other copies of the documents issued by any of them, regarding such IP Claim. 9.2 In the event that any third party files, in or out of court, any IP Claim against Kitov or Dexcel, alleging infringement of intellectual property rights as a consequence of or derived from the performance of any of the operations contemplated in this Agreement, Kitov shall, in its reasonable judgment, decide the defense strategy, the means of proof, the choice of counsel, and the appeals. Neither Party shall settle and/or negotiate, or start conversations to seek a settlement or a negotiation, either in or out of court, any IP Claim without having obtained the prior written approval of the other Party. Both Parties shall collaborate on the necessary exchange of documentation and information available in order to be able for each Party to take action with respect to an IP Claim.

16

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





9.3 All of the Kitov Product IP, including the Marketing Authorizations (but excluding any of Dexcel's Intellectual Property Rights), shall be retained by Kitov at all times, and Dexcel shall have no rights with respect to the Kitov Product IP, except for any rights provided to it pursuant to the terms of this Agreement and the Development Agreement. 10 Governing Law; Venue 10.1 This Agreement shall be interpreted and enforced exclusively under the laws of the State of Israel, without regard to the conflict of laws provisions thereof. 10.2 The Parties submit to the exclusive jurisdiction of the competent courts of Tel-Aviv in any dispute related to this Agreement without giving effect to choice of law rules. Notwithstanding the aforesaid, the Parties shall endeavour in good faith to settle amicably any dispute which may arise between them under or in connection to this Agreement. 11 Miscellaneous 11.1 The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. Notwithstanding the aforesaid, either Party shall be entitled to assign, delegate, and/or subcontract its rights and obligation under this Agreement, in whole or in part, to one or more of its Affiliates on prior written notice to the other Party. For purposes of this Agreement, any merger, consolidation, or change of corporate structure following which there is a Change of Control of Kitov shall be considered as an assignment by Kitov, allowing Dexcel to terminate the Agreement as heretofore provided. 11.2 This Agreement (including all attachments hereto and the Quality Agreement), sets forth the entire agreement between the Parties relating to the subject matter contained herein and may not be modified, amended or discharged except as expressly stated in this Agreement or by a written agreement signed by the Parties hereto, except that this Agreement shall not supersede or serve to amend (i) any separate confidentiality or non-disclosure agreement that may have been entered into by the Parties, or (ii) the Development Agreement, each of which shall remain in effect in accordance with its terms. 11.3 The provisions of this Agreement shall be deemed separate. Therefore, if any part of this Agreement is rendered void, invalid or unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement unless the part or parts which are void, invalid or unenforceable shall substantially impair the value of the whole Agreement to either Party. 11.4 Unless otherwise stated in this Agreement, any and all communications required as provided for in this Agreement shall be in writing to the addresses noted above and shall be sent by (i) Certified or Registered Mail, postage prepaid, return receipt requested, (ii) confirmed email or facsimile followed by a letter of confirmation sent by any of the methods stated in (i) and/or (iii) of this clause, or (iii) by an express overnight courier service (for example, Federal Express or Airborne), postage prepaid, return receipt requested and addressed as set forth above. Notices shall be deemed given three (3) days following mailing by Certified or Registered Mail, and one (1) day following overnight courier. Either Party may give written notice of a change of address. After such notice has been received, any notice thereafter shall be given to such Party as above provided at such changed address.

17

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





11.5 The headings used in this Agreement are for the convenience of the Parties only, and shall not be considered in interpreting or applying the provisions of this Agreement. 11.6 Nothing in this Agreement shall be deemed or construed to constitute between the Parties the relationship of principal and agent, or employer and employee, nor to create any partnership, joint venture or other form of legal association of any nature whatsoever. Neither Party is hereby constituted a legal representative of the other Party for any purpose whatsoever and neither is granted any right or authority hereunder to assume or create, whether in writing or otherwise, any obligation or responsibility, express or implied, or to make any representation, warranty or guarantee, or otherwise to act in any manner in the name of the other Party. 11.7 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall be one and the same agreement. Signatures to this Agreement transmitted by facsimile, by electronic mail in portable document format (.pdf), or by any other electronic means which preserves the original graphic and pictorial appearance of the Agreement, shall have the same effect as physical delivery of the paper document bearing the original signature. IN WITNESS WHEREOF, the Parties have caused their authorized officials to execute this Agreement as of the date first set forth above. Dexcel Ltd. Kitov Pharma Ltd. By: By: Name: Name: Title: Title: Date: Date: By: Name: Title: Date:

18

Source: KITOV PHARMA LTD., 20-F, 3/26/2019





Exhibit A 8.1. Any Intellectual Property Rights or Confidential Information belonging to either Kitov or Dexcel prior to the execution of this Agreement will remain the sole property of either Kitov or Dexcel, respectively (Kitov Foreground IP and Dexcel Foreground IP, respectively). 8.2. Kitov hereby grants to Dexcel a fully paid, limited, non exclusive, license to use Kitov Data in as much as required for the provision of the Services by Dexcel. 8.3. Subject to the provisions of sections 8.1 and 8.2 above and without derogating therefrom, any and all rights, title and interest in any Intellectual Property Rights resulting from any development made by Dexcel which is related to the Product and embodied in the Deliverables or conceived in connection with the services provided hereunder by Dexcel to Kitov, which is only applicable for the manufacture, research, development, making of, use, sale, production, commercialisation and distribution of the Product, shall be jointly and equally (50%/50%) owned by Dexcel and Kitov (the Joint. IP). 19

Source: KITOV PHARMA LTD., 20-F, 3/26/2019 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
[A]:
Each Party shall maintain (a) comprehensive general liability insurance (including without limitation, coverage for bodily injury, personal injury, property damage, casualty loss and contractual and trademark liability); and (b) product liability insurance, providing full indemnification and defense against claims, liabilities, damages, demands and causes of action, alleged or actual, arising out of any defects in or use of the Product under this Agreement (including manufacturing, design, warning, or instruction claims), in such amounts as it customarily maintains for similar products and activities, but in no event less than $5,000,000 per individual claim and $10,000,000 in the aggregate