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 the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

Input: Consider Input: SPONSORSHIP AGREEMENT

         THIS SPONSORSHIP AGREEMENT (Agreement) is made and entered into as of this 1st day of January, 1997, by and between HYDRON TECHNOLOGIES, INC., a New York corporation with its principal offices located at 1001 Yamato Road, Suite 403, Boca Raton, Florida 33431, (Hydron) and MIAMI DOLPHINS, LTD., a Florida limited partnership with its principal offices located at 7500 Southwest 30th Street, Davie, Florida 33314 (Dolphins).

         WHEREAS, the Dolphins own and operate the Miami Dolphins, a professional football team and member of the National Football League, which presently is scheduled to play its home games at Pro Player Stadium in Miami, Florida (the Stadium); and Hydron desires to be a sponsor of the Miami Dolphins for certain entertainment and promotional purposes in connection with the Miami Dolphins including its home games during the term of this Agreement; and

         NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Hydron and the Dolphins hereby agree as follows:

         1.       TERM OF AGREEMENT

                  1.1 The term of this Agreement shall commence on the date hereof and terminate upon the conclusion of the week following the conclusion of the Dolphins 2000 regular season or post season, if applicable (the Term or Initial Term). However, this Agreement may be earlier terminated in accordance with the provisions hereof.

                  1.2 Hydron shall have the right to terminate this Agreement upon written notice to Dolphins at any time between November 1, 1997 and December 15, 1997, in which event this Agreement shall be terminated following the Dolphins last 1997 regular or post-season game, if any. If Hydron does not timely exercise its right to terminate this Agreement, then Hydron agrees that this Agreement shall continue for the entire four (4) year term unless earlier terminated pursuant to Section 8 of this Agreement.

         2.       SPONSORSHIP RIGHTS

                  2.1 For the Term of this Agreement, the Dolphins will provide Hydron with certain advertising and promotional benefits as are set forth in and in accordance with Exhibit A attached hereto and made a part hereof (the Sponsorship Rights).

                  2.2 For the Term of this Agreement, Hydron shall be designated as a sponsor of the Dolphins in the Sunscreen/Skin Care Category (as defined below) and a licensee of the Marks (as defined below) in the Sunscreen/Skin Category by the Dolphins. For purposes of this Agreement, the term Sunscreen/Skin Care Category means the product category consisting of sunscreen, sun protection and similar skin care products.

                  2.3 The Sponsorship Rights granted by the Dolphins to Hydron are subject to

termination in whole or in part at any time upon written notice to Hydron if such Sponsorship Rights conflict with any exclusive advertising rights granted by NFL Properties, Inc. to one of its advertisers or sponsors. In the event of any such termination of exclusivity, the non-terminated Sponsorship Rights granted to Hydron by the Dolphins shall nonetheless continue for the remainder of the Term and the provisions of Section 8.2 shall apply. As of the date hereof, the Dolphins have no knowledge of any claim by NFL Properties that the Sponsorship Rights violate or conflict with exclusive rights granted by NFL Properties.

         3.       CONSIDERATION

                  3.1 In consideration of the Sponsorship Rights granted to Hydron hereunder:

                            (a) Hydron shall pay to the Dolphins an aggregate amount of $96,000 (plus any applicable sales and other taxes) as follows: Hydron shall pay Dolphins the sum of $24,000 (plus any applicable sales and other taxes) on July 1, 1997, July 1, 1998, July 1, 1999 and July 1, 2000.

                  3.2 In the event that the consideration is not paid by Hydron on or before the applicable payment due date, said failure to pay shall be considered a material breach by Hydron, and the Dolphins may elect to charge Hydron a late fee of 1.5% per month of the payment then due and owing until it is paid in full. The Dolphins agree to provide written notice to Hydron of the failure to receive any payment, and Hydron shall have a five (5) business day period following delivery of written notice in which to cure the payment default before the Dolphins may elect to terminate this Agreement and pursue applicable remedies. It is agreed by Hydron that any such election of remedies does not waive any other remedies for breach of contract available to the Dolphins.

                  3.3 Except as otherwise specifically provided in this Agreement, including Exhibit A, each of the parties shall pay its own expenses of performing its obligations under this Agreement.





         4.       USE OF MARKS

                  4.1 Hydron and the Dolphins may use the name, logos, colors, trademarks, service marks, or other identifying features (Marks) of the other, as specifically contemplated in connection with the Sponsorship Rights, subject to any limitations set forth in this Agreement.

                  4.2 All advertising material and any use of the other parties' Marks by a party is subject to the prior written approval of the Mark owner. Either party shall submit all such materials or proposed usage of a Mark to the other party at least two weeks prior to its intended use. The Mark owner shall have the right to inspect and require changes or deletions (including the right to disapprove of such advertisement or use of Marks in their entirety) of advertising and promotional copy or material that the Mark owner may deem to be contrary to its policies or best interests. Such requirements will not be unreasonably imposed, and the foregoing approvals and

                                        2

requirements will be consistently given and imposed on all sponsors or users of the Marks, as the case may be.

                  4.3 Any and all public announcements or press releases by or on behalf of the other party regarding the Sponsorship Rights or the details of this Agreement shall be subject to the consent of the other party, and each party shall have the right to approve in advance the contents and timing thereof. Notwithstanding the foregoing, the Dolphins acknowledge that Hydron, as a publicly held company, has disclosure obligations pursuant to the federal securities laws. Hydron agrees to take the comments of the Dolphins into account in preparing and disseminating such disclosure, but notwithstanding comments from the Dolphins, Hydron shall make such disclosure as may be required by law.

                  4.4 For purposes of this Agreement, the Dolphins and Hydron expressly recognize that the Marks are the unique, valid and exclusive property of the respective owner of the Mark. The Dolphins and Hydron agree that they shall not, either during the term of this Agreement or thereafter, directly or indirectly, contest the validity of the other's Marks or any of the registrations pertaining thereto, in the United States or elsewhere, nor adopt the other's Marks or any term, word, mark or designation which is in any aspect confusingly similar to the other's Marks. The Dolphins and Hydron specifically acknowledges that any use of the Marks pursuant to this Agreement shall not create for the Dolphins or Hydron any right, title or interest in the other's Marks. The Dolphins and Hydron further agree that they will not at any time do or cause to be done any act or thing, directly or indirectly, which contests or in any way impairs or tends to impair any part of the right, title and interest of the other in its Marks; and the Dolphins and Hydron shall not, in any manner, represent that it has any ownership interest in the other's Marks or the registrations therefor. Upon termination of this Agreement, the Dolphins and Hydron shall immediately terminate all use of the other's Marks.

                  4.5 Hydron expressly recognizes that the Dolphins have previously granted the exclusive rights to license and sublicense its Marks to NFL Properties, Inc., and that the grant to Hydron of the right to use the Marks is subject to the prior approval of NFL Properties, Inc. In the event that such approval is not so given by NFL Properties, Inc., then such usage rights of Hydron shall immediately terminate. The Dolphins represent that they will use reasonable efforts to obtain the consent of NFL Properties, Inc. to the execution and performance of this Agreement prior to their execution hereof. In any such event, the provisions of Section 8.2 will apply.

         5.       STADIUM POLICY; GOVERNING LEAGUE POLICIES

                  5.1 Hydron and the Dolphins agree that this Agreement shall be performed in accordance with rules and policies of the Stadium as may be applicable to this Agreement, if any. The Dolphins will advise Hydron of any development of or changes in these rules and policies that might adversely affect the terms of this Agreement.

                  5.2 The parties agree that this Agreement shall automatically be subject to any new or amended National Football League (the NFL) rules or regulations applicable to advertising or promotional benefits provided by NFL member teams to its sponsors effective as

                                        3

of the date such regulation shall take effect and that this Agreement shall incorporate and be subject to the Constitution, By-Laws, rules and regulations, the duly authorized resolutions of the governing body, the decrees and rulings of the commissioner and the terms and conditions of any and all agreements to which the NFL is a party and as to which the NFL has bound its member clubs (collectively all of such regulations, resolutions, decrees and agreements are referred to as the Governing League Policies). The Dolphins shall advise Hydron of any changes therein which may materially and adversely affect the Sponsorship Rights. As of the date hereof, the Dolphins have no knowledge of any claim by the NFL that the Sponsorship Rights violate any Governing League Rules.

                  5.3 Without limiting any other potential uses of the Dolphins' Marks, Hydron agrees that the Dolphins may allow or authorize any League Sponsor (as defined below) to engage in advertising and promotional activities in the Dolphins' local market (including, without limitation, the Stadium), or





otherwise provide benefits to such League Sponsor, if such League Sponsor is entitled to engage in such activities or receive such benefits pursuant to any sponsorship or promotional licensing arrangement now or hereafter entered into between such League Sponsor and the NFL or any of its affiliates (including, without limitation, NFL Properties, Inc., NFL Enterprises, Inc. and NFL Films, Inc.). For purposes of this Agreement the term, League Sponsor shall mean any person or entity which currently is, or at any time becomes a sponsor or promotional licensee of or with respect to any NFL event or program now or hereafter in existence. By way of illustration only and without limiting the generality of the foregoing, League Sponsors may place advertising and promotional materials (including displays) in the Stadium, in connection with a League event, such as the Super Bowl.

                  5.4 If any rule or regulation of the Stadium, or any Governing League Policy as described in Sections 5.1, 5.2 or 5.3 requires the termination or revision of any Sponsorship Right, such Sponsorship Right shall be revised or terminated upon written notice to Hydron and the provisions of Section 8.2 shall apply to such termination or revisions.

         6.       REPRESENTATIONS AND WARRANTIES

                  6.1 Hydron represents and warrants to the Dolphins the following, all of which representations and warranties shall apply during the Term of this Agreement.

                            (a) Hydron is a corporation in good standing under the laws of the state of New York and is duly authorized to transact business in Florida, with full power and authority to enter into and fully perform its obligations under this Agreement. The execution and delivery of this Agreement on behalf of Hydron has been duly authorized by Hydron and this Agreement

constitutes a valid, binding and enforceable obligation of Hydron.

                            (b) Neither this Agreement nor anything required to be done hereunder by Hydron violates or shall violate any corporate charter, contract or other document to which Hydron is a party or by which it is otherwise bound.

                  6.2 The Dolphins represents and warrants to Hydron the following, all of

                                        4

which representations and warranties shall apply during the Term of this Agreement

                            (a) The Dolphins is a Florida limited partnership in good standing under the laws of the State of Florida and the Dolphins is duly authorized to transact business in Florida, with full power and authority to enter into and fully perform its obligations under this Agreement. The execution and delivery of this Agreement on behalf of the Dolphins has been duly authorized by the Dolphins and this Agreement constitutes a valid, binding and enforceable obligation thereof.

                            (b) Neither this Agreement nor anything required to be done hereunder by the Dolphins violates or shall violate any partnership agreement, corporate charter, contract or other document to which the Dolphins is a party or by which it is otherwise bound.

         7.       HOLD HARMLESS AND INDEMNIFICATION

                  7.1 Each of the parties shall indemnify and hold harmless the other, and their respective partners, shareholders, officers, employees, agents and representatives (collectively, the Indemnitees) from and against any and all claims, orders, damages, liabilities, costs and expenses, including reasonable attorney's fees, arising out of the other party's negligent actions or omissions with respect to this Agreement, or such party's wilful misconduct or breach of any representation, warranty or agreement in this Agreement applicable to it. Neither party shall have an obligation to indemnify or hold harmless an Indemnitees from any claim arising from or related to the Indemnitees negligence or misconduct. Each party hereto shall promptly notify the other of any claim or litigation to which the indemnity set forth in this paragraph applies. Each of the parties agree to defend all actions to which such indemnity applies and to conduct the defense thereof at its expense and by qualified counsel, which counsel shall be reasonably satisfactory to the Indemnitees. Each of the parties agree that the foregoing indemnities also apply for the benefit of the NFL (and its affiliates), South Florida Stadium Corporation, the owner and operator of Pro Player Stadium and their respective officials, officers, partners, agents and employees, who shall be deemed third party beneficiaries of this Agreement for the purpose of enforcing these indemnity obligations. These indemnity obligations shall survive the termination or expiration of this Agreement.

                  7.2 Insurance. The Dolphins shall, at its own expense, maintain in effect throughout the term of this Agreement, comprehensive general liability insurance policies with carriers of recognized standing, with limits of liability of at least One Million Dollars ($1,000,000), governing any and all property damage and person injury (including death) arising out of activities covered by this Agreement. Hydron shall, at its own expense, maintain in effect throughout the term of this Agreement, comprehensive general liability insurance policies with carriers of recognized standing, with limits of liability of at least One Million Dollars ($1,000,000), covering any and all property damage and personal injury (including death) arising out of activities covered by this





Agreement and shall obtain and maintain such additional insurance coverage as the Dolphins shall reasonably require with respect to any Sponsored Events or similar activities.

                                       5

         8.       TERMINATION

                  8.1(a) Without prejudice to any other rights, the Dolphins shall have the right to terminate this Agreement upon written notice to Hydron if Hydron fails to perform or comply with any term or condition of this Agreement within five (5) business days following delivery of written notice for a payment default or within thirty (30) days following written notice of any other breach of this Agreement sent to Hydron stating such failure or failures; provided that any such failure remains uncured at the end of such period.

                            (b) Without notice to any rights, Hydron shall have the right to terminate this Agreement upon written notice to Dolphins, if Dolphins fail to perform or comply with any material terms or conditions of this Agreement within thirty (30) days following delivery of written notice to Dolphins stating such failure or failures; provided that any failure remains uncured at the end of such period.

                  8.2 This Agreement may be terminated by the Dolphins or modified to reduce or eliminate certain promotional benefits (such as use of Marks or Sponsorship Rights), as described in Sections 2.3, 4.5 and 5.4 hereof. Upon any such termination or modification, the Dolphins will in good faith attempt to substitute a promotional benefit of equivalent promotional value for any benefits that the Dolphins was forced to eliminate; or, if the Dolphins is unable to substitute a promotional benefit of similar magnitude, then the Dolphins and Hydron shall attempt, in good faith, to agree upon an adjustment in the amount of fees payable by Hydron to the Dolphins under this Agreement. If the Dolphins and Hydron cannot agree upon an adjustment in the amount of fees payable hereunder, then Dolphins and Hydron agree to arbitrate the adjustment in fees and to be bound by the decision of the arbitrators. Any such arbitration shall be conducted in accordance with the rules of the American Arbitration Association.

                  8.3 Upon termination of this Agreement, all rights and privileges granted to Hydron hereunder shall automatically revert to the Dolphins. Upon termination of this Agreement by the Dolphins pursuant to paragraph 8.1(a), any and all payments then or later due to the Dolphins shall

become due and payable in full immediately, and no portion of any prior payments made to the Dolphins shall be refundable.

                  8.4 In the event that Hydron terminates this Agreement pursuant to the provisions of Section 8.1(b), then the fees paid, if any, for the balance of the term of this Agreement shall be immediately refunded to Hydron provided Hydron has not received sponsorship rights or benefits equal to such fees.

         9.       MISCELLANEOUS

                  9.1 The parties hereto agree to maintain in confidence the terms and conditions of this Agreement, except to the extent that a proposed disclosure by a party of any specifications or conditions hereof is authorized in advance by the other party pursuant to Section 4.3 or is otherwise required by law.

                                       6

                  9.2 It is mutually understood and agreed that Hydron and the Dolphins, and their respective partners, officers, employees, representatives and agents are, at all times, herein, acting and performing separately and independently of each other and are in no way or manner to represent themselves as agents or employees of the other party. As such, no party shall incur any expenses or create any liens or encumbrances in another party's name or against another party's interests. This Agreement shall not create a joint venture, partnership, or a relationship of principal and agent, or of employer and employee, between the parties.

                  9.3 All notices required to be given hereunder shall be properly served if in writing and delivered either by (i) personal delivery, (ii) certified or registered mail, postage prepaid, facsimile, or (iii) by recognized overnight courier service which delivers only upon the signed receipt of the addressee, which in any case shall be delivered to the respective addresses set forth at the beginning of this Agreement or such other addresses as may be designated by written notice by such party. Notice shall be deemed given on the date of delivery of such notice to the recipient or the date of refusal to accept delivery of such notice by the addressee or its agent.

                  9.4 In connection with any action arising from or in connection with the enforcement of this Agreement, the prevailing party shall be entitled to an award of its expenses, including reasonable attorneys' fees and disbursements, incurred or paid before and at trial or any other proceeding which may be instituted, at any tribunal level, and whether or not suit or any other proceeding is instituted.

                  9.5 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Jurisdiction and venue for any legal proceedings arising out of this Agreement shall exclusively lie in the





state and federal courts situate in Broward County, Florida.

                  9.6 No party may assign any of its rights or obligations

hereunder without the prior written consent of the other party, except that Hydron may assign its rights and obligations under this Agreement to its parent, its successor or to an affiliate (as such term is defined under the rules and regulations promulgated under the federal securities laws of the U.S.) upon the reasonable consent of the Dolphins that such affiliate assignee has the financial means and corporate authority to perform such obligations and Hydron may not withhold its consent to an assignment of this Agreement in the event of a merger or reorganization of the Dolphins, a sale of all or substantially all of the Dolphins' assets or a consolidation of the Dolphins with any of its affiliates or related parties.

                  9.7 In the event that the performance of this Agreement is prevented because of an act of nature or force majeure or if the exhibition of any scheduled home games of the Dolphins is canceled because of strike, lockout, labor dispute or other cause of similar nature beyond the reasonable control of the Dolphins, the same shall not constitute a breach of this Agreement. The Dolphins hereby agree, in good faith, to attempt to reschedule any aspect of the Sponsorship Rights which is prevented from occurring as scheduled, at such date as may be

                                       7

reasonably agreeable to the Dolphins and Hydron. If one or more events or benefits are unable to be rescheduled during the Term of this Agreement, the provisions of Section 8.2 shall apply in the same manner as if such failure to reschedule caused a termination of a Sponsorship Right. Nothing stated in this Agreement grants Hydron any sponsorship, promotional or other rights with respect to any Super Bowl, Pro Bowl or NFL conference championship or play-off games or any other football game(s) which are not part of the preseason or regular season schedule of games to be played at home by the Miami Dolphins.

                  9.8 This Agreement (including Exhibit A) sets forth the entire understanding and agreement of the parties hereto with respect to its subject matter and supersedes all prior under standings or agreements between the parties relating to the same subject matter. Any amendments or modifications to this Agreement shall be in writing, as mutually agreed upon by both parties.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective authorized representatives, effective as of the date first shown above.

                                        HYDRON TECHNOLOGIES, INC.

                                        By: /s/ Harvey Tauman                                            -------------------------------------                                              Harvey Tauman                                              President and Chairman                                              Date:                                                   ------------------------------

                                        MIAMI DOLPHINS, LTD., a  Florida limited                                         partnership

                                        By: SOUTH FLORIDA FOOTBALL                                             CORPORATION, its General Partner

                                        By: /s/ Eddie Jones                                            -------------------------------------                                              Eddie Jones, President                                              Date:                                                   ------------------------------

                                    8

                                    EXHIBIT A

                    MIAMI DOLPHINS/HYDRON TECHNOLOGIES, INC.

                               SPONSORSHIP RIGHTS

Season-Long Merchandising

PRINT ADVERTISING

The Dolphins will provide to Hydron:

o                                     One full page, four (4) color                                       advertisement for Hydron in all ten (10)                                       issues of GameDay Magazine, the official                                       publication of the National Football                                       League and the Miami Dolphins distributed                                       at Pro Player Stadium during each year                                       during the Term.

PROMOTIONAL MEDIA





In connection with this Agreement, Dolphins will provide the following promotional media:

                                   1996 BENEFITS PROVIDED TO HYDRON

o                                     Executive Suite: 320A. Use of the                                       executive suite for the December 8, 1996                                       game vs. the New York Giants. The game                                       will include twelve (12) tickets and two                                       (2) parking passes.

o                                     Stadium Signage: Hydron sign will be in                                       place on the West Scoreboard - Secondary                                       Tri-Vision Panel for the December 8, 1996                                       game vs. the New York Giants and the                                       December 16, 1996 game vs. the Buffalo                                       Bills.

o                                     Product Sampling: Hydron will provide ten                                       thousand (10,000) sunscreen samples which                                       will be distributed to club level patrons                                       prior to and during the December 8, 1996                                       game vs. the New York Giants. The Dolphins                                       will permit Hydron to set up four (4)                                       display booths which will be staffed by                                       Hydron employees to distribute the                                       sunscreen.

                                   1997-2000 BENEFITS TO HYDRON

o        Defensive Play of the Week Promotion: Hydron will be the title          sponsor of the 30-second Jumbtron video Defensive Player of the Week          promotion which will be displayed during each Miami Dolphins home game.

                                       9

o        Product Sampling: The Dolphins will permit Hydron to distribute          sunscreen product samples to fans in attendance at one (1) home game          during each contract year. Hydron will set up four (4) display booths          and will staff them with Hydron employees. The Dolphins will also          permit Hydron to distribute sunscreen product samples during the first          two (2) weeks of training camp at the Dolphins training facility in          Davie during each contract year.

o        Team Affiliation: Hydron will be permitted to advertise itself as a          Proud Sponsor of the Miami Dolphins in the skin care category.

o        Easements: The Miami Dolphins will use reasonable efforts to provide          endorsements of Hydron sunscreen/skin protection products from its          training staff.

                                    10 
Question: Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?

Output: 14857


Input: Consider Input: 1                                                                    EXHIBIT 10.26

Confidential Treatment Requested

                          CO-BRANDING AGREEMENT

     This Co-Branding Agreement (this Agreement) by and between VerticalNet, Inc., a Pennsylvania corporation having a principal place of business at 700 Dresher Road, Suite 100, Horsham, Pennsylvania, PA 19044 (VerticalNet), and Neoforma.com, Inc., a Delaware corporation having a principal place of business at 3255-7 Scott Boulevard, Santa Clara, CA 95054 (Neoforma), is dated as of November 19, 1999 (the Effective Date).

     In consideration of the mutual covenants herein, and intending to be legally bound hereby, the Parties agree as follows:

1. DEFINITIONS.

     1.1 ADVERTISING shall mean any paid advertisements, links, pointers, sponsorships, buttons, banners, navigation, or any other placements or promotions or similar services or rights on a Site, but excluding Advertising that is not paid for or which is part of an overall partnering or revenue sharing arrangement and any Product Listings.

     1.2 AFFILIATE shall mean, when used with reference to a Party, any individual or entity directly or indirectly controlling, controlled by or under common control with such Party. For purposes of this definition, control means the direct or indirect ownership of at least 50% of the outstanding voting securities of a Party, or the right to control the policy decisions of such Party.

     1.3 CAREER CENTER GROSS MARGIN shall have the meaning ascribed thereto in Section 10.5.1  [CO-BRANDED CAREER CENTER].

     1.4 CO-BRANDED CAREER CENTER shall mean the Site located at an URL to be mutually agreed upon (which agreement shall not be unreasonably withheld or delayed) containing a VerticalNet Mark and a Neoforma Mark listing openings for positions and posting other career information in the medical and healthcare fields substantially in the form of the existing Career Center portions of the VerticalNet Medical Online Communities.

     1.5 CO-BRANDED SITES shall mean the Co-Branded Career Center and the Co-Branded Training and Education Center.

     1.6 CO-BRANDED TRAINING AND EDUCATION CENTER shall mean the Site located at an URL to be mutually agreed upon (which agreement shall not be unreasonably withheld or delayed) containing a VerticalNet Mark and a Neoforma Mark listing training and education offerings in the medical and healthcare fields substantially in the form of the existing Training and Education portions of the VerticalNet Medical Online Communities.

     1.7 CONFIDENTIAL INFORMATION shall mean all proprietary and confidential information of a Party, including, without limitation, trade secrets, technical information, business information, sales information, customer and potential customer lists and identities, product sales plans, sublicense agreements, inventions, developments, discoveries, software, know-how, methods, techniques, formulae, data, processes and other trade secrets and proprietary ideas, whether or

2

not protectable under patent, trademark, copyright or other areas of law, that the other Party has access to or receives and which, if disclosed in writing, is marked as Confidential Information, or if disclosed orally, is confirmed in writing to be Confidential Information within five days of such oral disclosure, but does not include information that (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party at the time it was disclosed to the receiving Party, as evidenced by written records of the receiving Party; (c) is independently developed by or on behalf of the receiving Party without reference or access to such information, as evidenced by written records of the receiving Party; or (d) is received from a third party who is under no obligation of confidentiality to the disclosing Party.

     1.8 DEDUCTIBLES shall mean credits for claims, allowances, seller rebates or returned goods, commissions paid to any third parties, and sales, service, excise, use, value-added and other similar taxes (excluding income taxes) actually paid.

     1.9 INITIAL TERM shall mean the Effective Date through the day prior to the second anniversary of the Effective Date, unless earlier terminated pursuant to Section 11.

     1.10 INTELLECTUAL PROPERTY shall mean any and all trade secrets, patents, copyrights, trademarks, URLs, trade dress, brand features, know-how and similar rights of any type under the laws of any applicable governmental authority, including, without limitation, all applications and registrations relating to any of the foregoing.

     1.11 INTELLECTUAL PROPERTY RIGHTS shall mean all rights in and to Intellectual Property.

     1.12 LABORATORY PRODUCTS shall mean any equipment, instruments or other products used for scientific research and analysis in the field of human health care, including, but not limited to, the categories of equipment, instruments and products listed on EXHIBIT A, (i) that is (a) previously used and is being resold by or on behalf of the prior end-user purchaser or (b) previously sold but unused and is being resold by or on behalf of the prior end-user purchaser, and (ii) excluding Medical Products.

     1.13 LABORATORY PRODUCTS LISTINGS shall mean any VerticalNet Laboratory Product Listings and Neoforma Laboratory Product Listings.

     1.14 LABORATORY PRODUCTS NET REVENUE shall mean the Transaction Fees derived from the promotion and sale of the Neoforma Product Listings for Laboratory Products through the Co-Branded Sites, less any Deductibles.

Source: NEOFORMA INC, S-1/A, 12/2/1999





     1.15 LINK shall mean a link (including, but not limited to, a hyperlink, button or banner) that connects two Sites in a manner so that when a user clicks on the link, the user is transferred directly from one Site to a second Site. A Link from Site A to Site B indicates that Site A is the Site of origin and Site B is the Site to which the user is linked.

     1.16 MEDICAL PRODUCTS shall mean any equipment, including capital equipment, instruments and other products used for in-patient diagnostic or treatment purposes in the field of human health care, excluding Laboratory Products.

                                    2    3

     1.17 MEDICAL PRODUCTS LISTINGS shall mean any VerticalNet Medical Product Listings and Neoforma Medical Product Listings.

     1.18 MEDICAL PRODUCTS NET REVENUE shall mean the Transaction Fees derived from the sale of New Medical Products and Used and Excess Medical Products through the Neoforma Sites, less any Deductibles.

     1.19 NEOFORMA AUCTION shall mean the functionality and services provided at the auction portion of the Neoforma Site.

     1.20 NEOFORMA CAREER CONTENT shall have the meaning ascribed thereto in Section 4.5  [CO-BRANDED CAREER CENTER].

     1.21 NEOFORMA COMPETITORS shall mean Medibuy.com, Promedix.com, Medicalbuyer.com and Medsite.com. During the Term, Neoforma may add to this defined term additional third parties whose primary purpose is the multi-vendor online sale of Medical Products.

     1.22 NEOFORMA CONTENT shall mean the Neoforma Career Content and the Neoforma T&E Content.

     1.23 NEOFORMA DELIVERABLE shall mean any good, service or other item to be delivered or made available by Neoforma.

     1.24 NEOFORMA GAR shall mean Neoforma GAR, Inc.

     1.25 NEOFORMA HOME PAGE shall mean the home page located at the Neoforma Site.

     1.26 NEOFORMA LABORATORY PRODUCTS LISTING shall mean a Neoforma Product Listing relating to a Laboratory Product that is not already listed on a VerticalNet Site.

     1.27 NEOFORMA LINK shall mean a Link that contains a Neoforma Mark and will take users of other Sites to the Neoforma Home Page.

     1.28 NEOFORMA MARK shall mean any trademark, service mark, trade name, domain name, design or logo of Neoforma.

     1.29 NEOFORMA MEDICAL PRODUCTS LISTING shall mean a Neoforma Product Listing relating to a Medical Product that is not already covered by a VerticalNet Medical Product Listing on Neoforma Plan and/or Neoforma Shop.

     1.30 NEOFORMA PLAN shall mean the plan portion of the Neoforma Site.

     1.31 NEOFORMA PRODUCT LISTING shall mean a Product Listing of Neoforma for Medical Products or Laboratory Products, including any Neoforma Product Listings for Laboratory Products made available hereunder by Neoforma to VerticalNet.

                                    3    4

     1.32 NEOFORMA RESOURCES HOME PAGE shall mean the Site located at http://www.neoforma.com/rf/index.html?PageMode=Static&file=resrc_main&hdrTab= resources&subHdrTab=0&dir=resources (or a successor Site thereto).

     1.33 NEOFORMA SHOP shall mean the shop portion of the Neoforma Site.

     1.34 NEOFORMA SITE shall mean any Site owned and operated by Neoforma, including, but not limited to, the Site located at www.neoforma.com (or any successor Sites to any of the foregoing).

     1.35 NEOFORMA T&E CONTENT shall have the meaning ascribed thereto in Section 5.5  [CO-BRANDED TRAINING AND EDUCATION SITE].

     1.36 NET ADVERTISING REVENUE shall mean the gross amount collected by a Party from a third party for the sale of Advertising, less any Deductibles.

     1.37 NEW MEDICAL PRODUCTS shall mean new, unused Medical Products.

     1.38 PARTY shall mean VerticalNet or Neoforma.

     1.39 PRODUCT LISTING shall mean a listing of a third party's product at a Site in exchange for a fee, commission, or other compensation for purposes of promoting the sale of such third party's product to a third party purchaser, including, without limitation, sales by auction.

     1.40 QUALIFIED LEAD shall mean a customer referred by Neoforma to VerticalNet that is not, at the time of referral, a customer of VerticalNet, which customer has agreed to place a listing on (a) the Co-Branded Career Center and/or (b) the Co-Branded Training and Education Center.

     1.41 RENEWAL TERM shall have the meaning ascribed thereto in Section 11.1  [AUTOMATIC RENEWAL].

     1.42 SITE shall mean a site located on the World Wide Web portion of the Internet.

     1.43 TERM shall mean the Initial Term and any Renewal Terms.

     1.44 TRAINING AND EDUCATION GROSS MARGIN shall have the meaning ascribed thereto in Section 10.5.2  [CO-BRANDED TRAINING AND EDUCATION CENTER].

Source: NEOFORMA INC, S-1/A, 12/2/1999





     1.45 TRANSACTION ORIGINATION PARTY shall mean the Party from whose Site a third party clicked through, using a Link, to a Site containing a Product Listing resulting in the purchase of the product promoted in such Product Listing by such third party.

     1.46 TRANSACTION FEE shall mean any payments, including, without limitation, fees and commissions, but collected by a Party from a third party in consideration for goods or services, excluding any Advertising for the benefit of a third party, provided or promoted at one or more Sites operated or controlled by such Party.

     1.47 URL shall mean a universal resource locator used for purposes of identifying a page located on the Internet.

                                    4    5

     1.48 USED AND EXCESS MEDICAL PRODUCTS shall mean (a) previously used Medical Products being resold by or on behalf of the prior end-user purchaser and (b) previously sold but unused Medical Products being resold by or on behalf of the prior end-user purchaser.

     1.49 VERTICALNET AUCTION shall mean, in VerticalNet's discretion, the Site located at www.labx.com (or a successor Site thereto) or the Auction portion of the Site located at www.hospitalnetwork.com.

     1.50 VERTICALNET BUYER'S GUIDE shall mean the Buyer's Guide portion of the VerticalNet Medical Online Communities (or a successor Site thereto).

     1.51 VERTICALNET COMPETITOR shall mean any Site primarily directed to the sale or auction of Laboratory Products.

     1.52 VERTICALNET CONTENT shall have the meaning ascribed thereto in Section 6.1  [VERTICALNET CONTENT].

     1.53 VERTICALNET DELIVERABLE shall mean any good, service or other item to be delivered or made available by VerticalNet.

     1.54 VERTICALNET LABORATORY PRODUCTS LISTING shall mean a VerticalNet Product Listing relating to a Laboratory Product that is not already covered by a Neoforma Medical Product Listing on a VerticalNet Site.

     1.55 VERTICALNET LINK shall mean a Link that contains a VerticalNet Mark and will take users of other Sites to a page of a VerticalNet Site.

     1.56 VERTICALNET MARK shall mean any trademark, service mark, trade name, domain name, design or logo of VerticalNet.

     1.57 VERTICALNET MEDICAL ONLINE COMMUNITIES shall mean the Sites located at www.edental.com, www.hospitalnetwork.com, www.medicaldesignonline.com, and www.nurses.com (or any successor Sites to any of the foregoing).

     1.58 VERTICALNET MEDICAL PRODUCTS LISTING shall mean a VerticalNet Product Listing relating to a Medical Product that is not already listed on Neoforma Plan and Neoforma Shop.

     1.59 VERTICALNET PRODUCT LISTING shall mean a Product Listing of VerticalNet for Medical Products or Laboratory Products, including any VerticalNet Product Listings made available hereunder by VerticalNet to Neoforma.

     1.60 VERTICALNET PRODUCT SHOWCASE shall mean the Product Showcase portion of the VerticalNet Medical Online Communities.

     1.61 VERTICALNET SITE shall mean any Site owned and operated by VerticalNet, including, but not limited to, the VerticalNet Medical Online Communities, the Co-Branded Sites and the Site located at www.verticalnet.com (or a successor Site to any of the foregoing).

                                    5    6

2. MEDICAL PRODUCTS.

     2.1 Within 30 days after the Effective Date, VerticalNet shall provide a copy of all VerticalNet Medical Product Listings for Used and Excess Medical Products existing as of the Effective Date to Neoforma for use on Neoforma Plan, Neoforma Shop and Neoforma Auction on an exclusive basis (even as to VerticalNet), to the extent VerticalNet has the right to do so.

     2.2 Within 30 days after the Effective Date, VerticalNet shall provide a copy of all VerticalNet Medical Product Listings for New Medical Products existing as of the Effective Date to Neoforma for use on Neoforma Plan, Neoforma Shop and Neoforma Auction on an exclusive basis (even as to VerticalNet), to the extent VerticalNet has the right to do so. VerticalNet shall use commercially reasonable efforts to acquire consent from its customers to provide all VerticalNet Medical Product Listings for New Medical Products existing as of the Effective Date to Neoforma.

     2.3 From time to time during the Term, VerticalNet shall provide a copy of all VerticalNet Medical Product Listings received by VerticalNet after the Effective Date to Neoforma as such Product Listings are made available to VerticalNet for use on Neoforma Plan, Neoforma Shop and Neoforma Auction on an exclusive basis (even as to VerticalNet), to the extent VerticalNet has the right to do so. VerticalNet shall use commercially reasonable efforts to acquire consent from its customers to provide all VerticalNet Medical Product Listings for New Medical Products received by VerticalNet after the Effective Date to Neoforma.

     2.4 Notwithstanding the foregoing, VerticalNet's activities in connection with its Storefronts and E-Commerce Centers (as conducted today, in a fashion substantially similar to the manner in which such activities are conducted today or as otherwise mutually agreed upon by the parties, which agreement shall not be unreasonably withheld or delayed) shall not be considered to be a breach of Section 2.1  [MEDICAL PRODUCTS], 2.2  [MEDICAL PRODUCTS] or 2.3  [MEDICAL PRODUCTS].

     2.5 VerticalNet hereby grants Neoforma an exclusive license, even as to

Source: NEOFORMA INC, S-1/A, 12/2/1999





VerticalNet, to use, modify, enhance, reproduce, display, perform and transmit the VerticalNet Medical Product Listings, subject to and in accordance with the terms, conditions and provisions of this Agreement, to the extent that VerticalNet has the right to do so.

     2.6 Neoforma shall list each VerticalNet Product Listing on Neoforma Plan or Neoforma Shop or Neoforma Auction. The look-and-feel of the VerticalNet Product Listings as displayed on Neoforma Plan, Neoforma Shop and Neoforma Auction shall be substantially consistent with the look-and-feel of the other Medical Products Listings displayed on such Sites, unless otherwise agreed upon by the Parties.

     2.7 VerticalNet shall add a Neoforma Link to each VerticalNet Buyer's Guide labeled Neoforma Search (or as otherwise mutually agreed upon by the Parties), substantially consistent with the prototype attached hereto as EXHIBIT B, which Links shall be as prominent as the other Links on such Sites. If a user of a VerticalNet Buyer's Guide clicks on such button, such user shall be linked to a Site containing a VerticalNet frame surrounding the appropriate search results on Neoforma Shop. As soon as is commercially reasonable, and in any event, no later that the first anniversary of the Effective Date, such search results shall only contain

                                    6    7

Product Listings for New Medical Products. Notwithstanding the foregoing, if, at any time, Neoforma lists Used and Excess Medical Products on Neoforma Shop, VerticalNet may remove or relocate the Neoforma Link described in this Section 2.7  [MEDICAL PRODUCTS], in VerticalNet's reasonable discretion.

     2.8 Neoforma hereby grants VerticalNet the right to frame all pages of the Neoforma Sites that contain Medical Products Listings with a frame containing VerticalNet Marks substantially consistent with the prototype attached hereto as EXHIBIT C, which framed pages shall only be accessible from the VerticalNet Sites. VerticalNet shall place a Link on the homepage of each VerticalNet Medical Online Community under Marketplace to such framed pages of the Neoforma Sites.

     2.9 Neoforma shall host and maintain Neoforma Plan, Neoforma Shop and Neoforma Auction. Neoforma owns and shall continue to own the domain name and the URL used in connection with its business, including but not limited to, Neoforma Plan, Neoforma Shop and Neoforma Auction.

     2.10 VerticalNet shall not enter into any agreement with a Neoforma Competitor for the on-line listing of Medical Products or place any Link to the Site of a Neoforma Competitor on the VerticalNet Medical Online Communities.

     2.11 During the Term, VerticalNet shall not use its Site located at www.meddeals.com to conduct online auctions of Medical Products.

3. LABORATORY PRODUCTS.

     3.1 Within 30 days after the Effective Date, Neoforma shall provide a copy of all Neoforma Laboratory Product Listings existing as of the Effective Date to VerticalNet for use on the VerticalNet Sites on an exclusive basis (even as to Neoforma), to the extent Neoforma has the right to do so. Notwithstanding the foregoing, the provisions of Sections 3.1  [LABORATORY PRODUCTS] through 3.8  [LABORATORY PRODUCTS] shall not apply to any Laboratory Product sold through live (non-virtual) auctions conducted by Neoforma (through Neoforma GAR or otherwise) for which no Product Listing is made; provided, however, that Neoforma shall use commercially reasonable efforts to acquire Product Listings for all such Laboratory Products. If Neoforma receives a set of Product Listings packaged as a lot, Neoforma shall use commercially reasonable efforts to provide all Laboratory Product Listings contained in such lot to VerticalNet in accordance with this Agreement.

     3.2 From time to time during the Term, Neoforma shall provide a copy of all Neoforma Laboratory Product Listings received by Neoforma after the Effective Date to VerticalNet as such Product Listings are made available to Neoforma for use on the VerticalNet Sites on an exclusive basis (even as to Neoforma).

     3.3 Neoforma hereby grants VerticalNet an exclusive license, even as to Neoforma, to use, modify, enhance, reproduce, display, perform and transmit the Neoforma Laboratory Product Listings, subject to and in accordance with the terms, conditions and provisions of this Agreement, to the extent Neoforma has the right to do so.

                                    7    8

     3.4 VerticalNet shall list each such Neoforma Product Listing on the VerticalNet Auction. Neoforma shall provide each Neoforma Product Listing to VerticalNet in the form of the template attached hereto as EXHIBIT D. The look-and-feel of the Neoforma Product Listings as displayed on the VerticalNet Auction shall be substantially consistent with the look-and-feel of the other Laboratory Products Listings displayed on the VerticalNet Auction, unless otherwise agreed upon by the Parties.

     3.5 VerticalNet hereby grants Neoforma the right to frame all pages of the VerticalNet Auction that contain Laboratory Products Listings with a frame containing Neoforma Marks, which framed pages shall only be accessible from the Neoforma Sites.

     3.6 VerticalNet shall host and maintain the VerticalNet Auction. VerticalNet owns and shall continue to own the domain name and the URL used in connection with the VerticalNet Auction.

     3.7 Neoforma shall add Links labeled Laboratory or Laboratory Equipment (or as otherwise mutually agreed upon by the Parties) to a Site containing a Neoforma frame surrounding the VerticalNet Auction from Neoforma Plan, Neoforma Shop and Neoforma Auction, which Links shall be as prominent as the other Links on such Sites.

     3.8 Neoforma shall not enter into, and shall cause its Affiliates to not enter into, any agreement with a third party for the on-line listing of Laboratory Products on a VerticalNet Competitor or place any Link to a VerticalNet Competitor on the Neoforma Sites.

Source: NEOFORMA INC, S-1/A, 12/2/1999





     3.9 Within four weeks after the Effective Date, the Parties will collaborate to establish a close mutually-beneficial arrangement between Neoforma GAR and VerticalNet.

4. CO-BRANDED CAREER CENTER

     4.1 VerticalNet shall design, develop and implement a Co-Branded Career Center and shall use commercially reasonable efforts to implement the Co-Branded Career Center as soon as possible following the Effective Date, and in any event, no later than February 1, 2000. The Co-Branded Career Center shall contain employment listings from the Career Center portion of each VerticalNet Medical Online Community. The overall look and feel of the Co-Branded Career Center shall be mutually agreed upon by the Parties and shall be substantially in the form of EXHIBIT E. VerticalNet shall host and maintain the Co-Branded Career Center in accordance with the terms and conditions set forth in this Agreement. Neoforma may maintain and/or add other career resource links to the Neoforma Sites; provided, however, that Neoforma shall not place any Links on any Neoforma Site to a Site that is primarily a career center and shall not place a Neoforma Link on any Site that is primarily a career center.

     4.2 The Co-Branded Career Center shall contain Links to the Career Center portion of each VerticalNet Medical Online Community.

     4.3 After the Co-Branded Career Center is implemented, VerticalNet shall notify Neoforma in writing at least five days prior to making any material change to the Co-Branded Career Center. If Neoforma does not notify VerticalNet of its rejection of such change within five days, Neoforma shall be deemed to have approved such change.

                                    8    9

     4.4 VerticalNet shall register and own the domain name and the URL used in connection with the Co-Branded Career Center, subject, however, to Neoforma's agreement on the name to be used for the URL, which domain name and URL shall be mutually agreed upon by the Parties.

     4.5 From time to time during the Term, Neoforma shall provide Qualified Leads to VerticalNet for job listings for inclusion, at VerticalNet's then current listing rate, in the Co-Branded Career Center and, in VerticalNet's sole discretion, on any other VerticalNet Site. VerticalNet shall be responsible for, and shall have sole control of, all credit, billing and collection in connection with the Qualified Leads. Neoforma shall have no authority to make collections on behalf of VerticalNet.

     4.6 Neoforma hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the Neoforma Career Content, subject to and in accordance with the terms, conditions and provisions of this Agreement. VerticalNet shall not disclose, transfer or otherwise provide the Neoforma Career Content to any third party, except as otherwise permitted under this Agreement.

     4.7 Neoforma shall place a Link on the Neoforma Resources Home Page (unless otherwise mutually agreed upon by the Parties) labeled Career Center (or a mutually agreeable substitute for such term) in a mutually agreeable location and size that will directly transfer users to the Co-Branded Career Center, which Links shall be as prominent as (a) the other Links on such Site and (b) the Career Link on such Site on the Effective Date. Neoforma shall not place any Link on a Neoforma Site to, or a Neoforma Link on the Site of, any other provider or host of a service similar to the Co-Branded Career Center or to any other career service websites.

     4.8 VerticalNet hereby grant Neoforma the right to frame all pages of the Co-Branded Career Center with a frame, which framed pages shall only be accessible from the Neoforma Sites.

5. CO-BRANDED TRAINING AND EDUCATION SITE

     5.1 VerticalNet shall design, develop and implement a Co-Branded Training and Education Center and shall use commercially reasonable efforts to implement the Co-Branded Training and Education Center as soon as possible following the Effective Date. The Co-Branded Training and Education Center shall contain training and education listings from the Training and Education portion of each VerticalNet Medical Online Community. The overall look and feel of the Co-Branded Training and Education Center shall be mutually agreed upon by the Parties and shall be substantially in the form of EXHIBIT F. VerticalNet shall host and maintain the Co-Branded Training and Education Center in accordance with the terms and conditions set forth in this Agreement.

     5.2 The Co-Branded Training and Education Center shall contain Links to the Training and Education portion of each VerticalNet Medical Online Community.

     5.3 After the Co-Branded Training and Education Center is implemented, VerticalNet shall notify Neoforma in writing at least five days prior to making any material change to the Co-Branded Training and Education Center. If Neoforma does not notify VerticalNet of its rejection of such change within five days, Neoforma shall be deemed to have approved such change.

                                    9    10

     5.4 VerticalNet shall register and own the domain name and the URL used in connection with the Co-Branded Training and Education Center, subject, however, to Neoforma's agreement on the name to be used for the URL, which domain name and URL shall be mutually agreed upon by the Parties.

     5.5 On the Effective Date, Neoforma shall provide a copy of all listings for inclusion, at VerticalNet's reasonable business discretion and at VerticalNet's then current listing rate, in the Co-Branded Training and Education Center and, in VerticalNet's sole discretion, on any other VerticalNet Site (the Neoforma T&E Content) on an exclusive basis (even as to Neoforma). Neoforma shall provide the Neoforma T&E Content to VerticalNet. VerticalNet shall be responsible for, and shall have sole control of, all credit, billing and collection in connection with the Neoforma T&E Content. Neoforma shall have no authority to make collections on behalf of VerticalNet.

     5.6 From time to time during the Term, Neoforma shall provide Qualified

Source: NEOFORMA INC, S-1/A, 12/2/1999





Leads to VerticalNet for job listings for inclusion, at VerticalNet's then current listing rate, in the Co-Branded Training and Education Center and, in VerticalNet's sole discretion, on any other VerticalNet Site.

     5.7 Neoforma hereby grants VerticalNet an exclusive license to use, modify, enhance, reproduce, display, perform and transmit the Neoforma T&E Content, subject to and in accordance with the terms, conditions and provisions of this Agreement. VerticalNet shall not disclose, transfer or otherwise provide the Neoforma T&E Content to any third party, except as otherwise permitted under this Agreement.

     5.8 Neoforma shall place a Link on the Neoforma Resources Home Page (unless otherwise mutually agreed upon by the Parties) labeled Training and Education (or mutually agreeable substitutes for such terms) in a mutually agreeable location and size that will directly transfer users to the Co-Branded Training and Education Center, which Links shall be as prominent as (a) the other Links on such Site and (b) the Training Link on the Site on the Effective Date. Neoforma shall not place any Link on a Neoforma Site to, or a Neoforma Link on the Site of, any other provider or host of a service similar to the Co-Branded Training and Education Center or to any other training or education service websites.

6. VERTICALNET CONTENT

     6.1 VerticalNet shall from time to time provide or make available to Neoforma, for use in accordance with the provisions of this Agreement, the title and an abstract of (a) all original content created from time to time by the managing editor of the VerticalNet Medical Online Communities, and (b) the content created from time to time by guest columnists for the VerticalNet Medical Online Communities (the VerticalNet Content), to the extent such columnists have approved the provision of such content by VerticalNet to Neoforma.

     6.2 VerticalNet hereby grants to Neoforma a non-exclusive, non-transferable license to use, reproduce, display and transmit the VerticalNet Content, solely in connection with the operation of the Neoforma Site, subject to and in accordance with the terms, conditions and provisions of this Agreement. Neoforma may reproduce, display and transmit any VerticalNet

                                    10    11

Content for up to three weeks on the Neoforma Site, and after the expiration of such three week period Neoforma shall cease to reproduce, display and transmit such VerticalNet Content and shall remove such VerticalNet Content from the Neoforma Site.

     6.3 On each page of the Neoforma Site that contains all or a portion of the VerticalNet Content, Neoforma shall place a VerticalNet Link to the VerticalNet Site that contains the full text of such VerticalNet Content in a mutually agreeable location and size.

     6.4 Neoforma shall not remove any titles or any trademark, copyright or patent notices, or any proprietary or restricted rights notices that appear on the VerticalNet Content. All such titles and notices must be reproduced on all permitted copies of the VerticalNet Content.

7. ADVERTISING

     7.1 ADVERTISEMENTS ON THE NEOFORMA SITE.

             7.1.1 During the Term, VerticalNet shall have the non-exclusive right (except as to Neoforma) to arrange for the sale of Advertising on Neoforma Plan (and any other parts of the Neoforma Sites within which Neoforma elects to include Advertising) to third parties. During the Term, the parties shall meet from time to time to discuss the Advertising inventory available for sale. Any Advertising inventory that Neoforma appoints VerticalNet to arrange to sell shall not also be appointed to any third party to arrange for sale to third parties.

             7.1.2 VerticalNet will use commercially reasonable efforts to sell advertisements on the Neoforma Sites. The advertising policies (including rates and procedures) applicable to VerticalNet's sale of advertising for the Neoforma Sites will be established by Neoforma (the Neoforma Advertising Policies). Neoforma shall promptly notify VerticalNet of any changes to the Neoforma Advertising Policies.

             7.1.3 VerticalNet shall provide notice to Neoforma of each advertiser that agrees to place an advertisement on a Neoforma Site on the terms and conditions contained in the then current Neoforma Advertising Policies. Neoforma shall then have three business days after receipt of such notice to (a) accept or reject such advertiser, in its reasonable business discretion, and (b) notify VerticalNet of its decision. If, at the end of such three-day period, Neoforma has not responded to such notice, Neoforma shall be deemed to have accepted such advertiser. Neoforma shall then work with the advertiser to facilitate the placement of the advertisement and maintain such advertisement on the agreed-upon page of a Neoforma Site. Neoforma shall have the right to terminate its agreement with any such advertiser in its reasonable business discretion. Neoforma shall be responsible for, and shall have sole control of, all credit, billing and collection with the advertisements on the Neoforma Sites. VerticalNet shall have no authority to make collections on behalf of Neoforma.

             7.1.4 During the Term, Neoforma shall not place any advertisements on a Neoforma Site for any VerticalNet Competitor.

     7.2 ADVERTISEMENTS ON THE CO-BRANDED SITES.

                                    11    12

             7.2.1 During the Term, VerticalNet shall have the exclusive right to arrange for the sale of all advertising on the Co-Branded Sites, subject to reasonable approval of each such advertiser by Neoforma. Neoforma shall have two days to consider each VerticalNet request for approval of the sale of advertising on a Co-Branded Site. If, at then end of such two-day period, Neoforma has neither approved nor denied a request, VerticalNet's request shall be deemed approved.

Source: NEOFORMA INC, S-1/A, 12/2/1999





             7.2.2 VerticalNet will use reasonable efforts to sell advertisements on the Co-Branded Sites subject to VerticalNet's then current advertising policies (including rates and procedures).

8. CO-MARKETING ACTIVITIES

     8.1 ADVERTISING CAMPAIGNS. VerticalNet and Neoforma shall use commercially reasonable efforts to co-promote the VerticalNet Medical Online Communities, the Co-Branded Sites, the VerticalNet Buyer's Guide, Neoforma Plan, Neoforma Shop and Neoforma Auction in mutually agreeable advertising, collateral marketing material and sales force activities. All co-promotion advertising materials produced by or on behalf of either Party (the Originating Party) shall be subject to the written approval of the other Party (the Receiving Party), which approval shall not to be unreasonably withheld, delayed or conditioned. The Receiving Party shall notify the Originating Party of its approval or disapproval of such advertising materials as soon as practicable, but in any event within five business days after Receiving Party's receipt thereof. Any failure of the Receiving Party to respond within such five business day period shall be deemed disapproval of the advertising materials in question.

     8.2 REGISTRATION. The parties shall use commercially reasonable efforts to coordinate their registration systems to create a pass-through registration system for users first accessing the other's Sites. If a user first accesses a Neoforma Site from a VerticalNet Site, such user shall be considered a VerticalNet user for the purposes of this Agreement, to the extent such user identifies him/her/itself, or Neoforma can reasonably identify such user, as a VerticalNet user. If a user first accesses a VerticalNet Site from a Neoforma Site, such user shall be considered a Neoforma user for the purposes of this Agreement, to the extent such user identifies him/her/itself, or VerticalNet can reasonably identify such user, as a Neoforma user.

     8.3 CROSS-PROMOTION. The Parties shall place Links to each other's Sites in mutually agreeable locations and sizes on their respective Sites as soon as practicable, and in no event more than 15 days after the Effective Date. The Links shall remain on the Sites during the Term; provided, however, that such Links may be removed or relocated if the Parties mutually agree thereto.

     8.4 NEWSLETTERS.

             8.4.1 NEOFORMA NEWSLETTERS. If Neoforma distributes a newsletter to its users or customers, Neoforma shall promote the VerticalNet Auction, the Co-Branded Career Center and the Co-Branded Training and Education Center in each such newsletter, in a manner consistent with the manner in which other third party promotions are set forth in such newsletters.

                                    12    13

             8.4.2 VERTICALNET NEWSLETTERS. VerticalNet shall allow Neoforma to place sponsorships at no additional charge for Neoforma Shop, Neoforma Plan or Neoforma Auction in the VerticalNet newsletter distributed to its subscriber base two times during each calendar month, in a manner consistent with the manner in which other third party sponsorships are set forth in such newsletters.

     8.5 LINKS.

             8.5.1 Throughout the first six months after the Effective Date, VerticalNet shall place button Links to Neoforma Shop or Neoforma Auction on (a) [*] of all available third-party advertising inventory on the home pages of the VerticalNet Medical Online Communities. Thereafter, VerticalNet shall place button Links to Neoforma Shop or Neoforma Auction on unsold third-party advertising inventory (up to [*] of the total third party advertising inventory) on the home pages of the VerticalNet Medical Online Communities as frequently as VerticalNet places internal advertisements on such advertising inventory and (b) the site located at www.meddeals.com.

             8.5.2 Throughout the Term, VerticalNet shall place button Links to Neoforma Shop or Neoforma Auction on (a) the VerticalNet Buyer's Guides (as described in Section 2.7  [MEDICAL PRODUCTS]) and VerticalNet Auction, and (b) the News Analysis, Product Center and Discussion Forums portions of the VerticalNet Medical Online Communities.

9. INTELLECTUAL PROPERTY

     9.1 Except as set forth in Section 2.10  [MEDICAL PRODUCTS], nothing in this Agreement shall be construed as preventing VerticalNet from implementing VerticalNet Links on any other Site.

     9.2 Except as set forth in Sections 3.8  [LABORATORY PRODUCTS] and 5.8  [CO-BRANDED TRAINING AND EDUCATION SITE], nothing in this Agreement shall be construed as preventing Neoforma from implementing Neoforma Links on any other Site.

     9.3 VerticalNet hereby grants to Neoforma a non-exclusive, non-transferable, royalty-free, right and license to link to the VerticalNet Sites through a VerticalNet Link. VerticalNet shall furnish Neoforma with a full color representation of each VerticalNet Link at least two days prior to its scheduled placement on a page of the Neoforma Site. If VerticalNet subsequently modifies any VerticalNet Link or the URL associated with such VerticalNet Link, it shall furnish a representation of same to Neoforma, which Neoforma shall substitute for the prior version within two days after receipt thereof. VerticalNet shall have final approval over all VerticalNet Links on the Neoforma Site.

     9.4 Neoforma hereby grants VerticalNet a non-exclusive, non-transferable, royalty-free, right and license to link to the Neoforma Sites through a Neoforma Link. Neoforma shall furnish VerticalNet with a full color representation of each Neoforma Link at least two days prior to its scheduled placement on the Co-Branded Sites or a VerticalNet Medical Online Community. If Neoforma subsequently modifies any Neoforma Link or the URL associated with such Neoforma Link, it shall furnish a representation of same to VerticalNet, which VerticalNet shall substitute for the prior version within two days after receipt thereof. Neoforma shall have final approval over all Neoforma Links on the Co-Branded Sites or a VerticalNet Medical Online Community.

*Certain information on this page has been omitted and filed separately with the

Source: NEOFORMA INC, S-1/A, 12/2/1999





Commission. Confidential treatment has been requested with respect to the  omitted portions.

                                    13    14

     9.5 Except for the express rights granted to Neoforma under this Agreement, Neoforma acknowledges and agrees that the Intellectual Property of VerticalNet is and shall remain the sole property of VerticalNet and nothing in this Agreement shall confer in Neoforma any right of ownership or license rights in VerticalNet's Intellectual Property. In addition, Neoforma shall not now or in the future contest the validity of VerticalNet's Intellectual Property.

     9.6 Except for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of Neoforma is and shall remain the sole property of Neoforma and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in Neoforma's Intellectual Property. In addition, VerticalNet shall not now or in the future contest the validity of Neoforma's Intellectual Property.

     9.7 Neoforma agrees to use the VerticalNet Marks in accordance with the terms of this Agreement and with good trademark practices including, but not limited to, protecting the value of the goodwill residing in such Intellectual Property.

     9.8 VerticalNet agrees to use the Neoforma Marks in accordance with the terms of this Agreement and with good trademark practices including, but not limited to, protecting the value of the goodwill residing in such Intellectual Property.

     9.9 Except as explicitly set forth herein, nothing in this Agreement shall be construed as preventing either Party from developing other co-branded versions of its materials, data, information and content.

10. COMMERCIAL TERMS

     10.1 DEVELOPMENT FEE. On the Effective Date, Neoforma shall pay to VerticalNet a one-time, non-refundable fee in the amount of [*] in consideration of VerticalNet's design, development and implementation of the Co-Branded Sites pursuant to Sections 4.1  [CO-BRANDED CAREER CENTER] and 5.1  [CO-BRANDED TRAINING AND EDUCATION SITE], respectively.

     10.2 PROMOTIONAL FEES. In consideration of the performance by VerticalNet of its obligation to promote the Neoforma Shop, Neoforma Plan and Neoforma Auction under Section 8.2  [REGISTRATION], Neoforma shall pay to VerticalNet a promotional fee equal to [*], payable in eight equal quarterly and non-refundable installments of [*], with the first installment payable on the Effective Date, the second installment payable on the [*] month anniversary of the Effective Date, the third installment payable on the [*] month anniversary of the Effective Date, the fourth installment payable on the [*] month anniversary of the Effective Date, the fifth installment payable on the [*] month anniversary of the Effective Date, the sixth installment payable on the [*] month anniversary of the Effective Date, the seventh installment payable on the [*] month anniversary of the Effective Date and the eighth and final installment payable on the [*] month anniversary of the Effective Date.

     10.3 MEDICAL PRODUCTS LISTINGS.

             10.3.1 During each 12 month period during the Initial Term that commences on the Effective Date or an anniversary of the Effective Date (each, a Contract Year),

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

                                    14    15

commissions shall accrue in an amount equal to [*] of any Medical Products Net Revenues during such Contract Year resulting from (a) any VerticalNet Medical Products Listing or (b) any Neoforma Medical Products Listing for which VerticalNet was the Transaction Origination Party. From and after the point when such accrued commissions equal [*] in any Contract Year (such [*] of accrued commissions shall not be payable by Neoforma), Neoforma shall pay to VerticalNet commissions equal to [*] of any Medical Products Net Revenues during such Contract Year resulting from (a) any VerticalNet Medical Products Listing or (b) any Neoforma Medical Products Listing for which VerticalNet was the Transaction Origination Party.

             10.3.2 After the Initial Term, Neoforma shall pay to VerticalNet commissions equal to [*] of any Medical Products Net Revenues during such Contract Year resulting from (a) any VerticalNet Medical Products Listing or (b) any Neoforma Medical Products Listing for which VerticalNet was the Transaction Origination Party.

     10.4 LABORATORY PRODUCTS LISTINGS. During the Term, VerticalNet shall pay to Neoforma commissions equal to [*] of any Laboratory Products Net Revenues during such Contract Year resulting from (a) any Neoforma Laboratory Products Listing or (b) any VerticalNet Laboratory Products Listing for which Neoforma was the Transaction Origination Party.

     10.5 CO-BRANDED SITES.

             10.5.1 CO-BRANDED CAREER CENTER. VerticalNet will pay Neoforma [*] of the Career Center Gross Margin. Career Center Gross Margin shall mean the listing fees related to the Neoforma Career Content and e-commerce revenue derived during the Term from users of the Co-Branded Career Center (less Deductibles).

             10.5.2 CO-BRANDED TRAINING AND EDUCATION CENTER. VerticalNet will pay Neoforma [*] of the Training and Education Gross Margin. Training and Education Gross Margin shall mean the listing fees related to the Neoforma T&E Content and e-commerce revenue derived during the Term from users of the Co-Branded Training and Education Center (less Deductibles).

     10.6 ADVERTISING REVENUE.

Source: NEOFORMA INC, S-1/A, 12/2/1999





             10.6.1 Except as set forth in Section 10.6.4  [ADVERTISING REVENUE], during the Term, VerticalNet shall not share any revenue derived from advertisements hosted on any VerticalNet Site with Neoforma; provided, however, that if Neoforma brings VerticalNet a Qualified Ad Lead (as defined below) for a new customer that turns into a sale of advertising on a VerticalNet Medical Online Community, VerticalNet shall pay to Neoforma a commission of [*] of the Net Advertising Revenue resulting from such sale of advertising. As used in this Section 10.6.1  [ADVERTISING REVENUE], a Qualified Ad Lead shall mean a customer referred to VerticalNet by Neoforma that is not, at the time of referral, a customer of VerticalNet, and which customer has agreed to place an advertisement on a VerticalNet Medical Online Community on the terms and conditions contained in VerticalNet's then current advertising policies.

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

                                    15    16

             10.6.2 VerticalNet shall have the first right to sell renewals of Advertising originally sold by VerticalNet on the Neoforma Sites until 30 days after the then current term of such Advertising expires.

             10.6.3 Neoforma shall pay to VerticalNet a commission of [*] of the Net Advertising Revenue received during the Term for the initial placement and renewals of Advertising sold by VerticalNet on the Neoforma Sites. In addition, if Neoforma sells Advertising to a third party on the Neoforma Sites independently from VerticalNet and if Neoforma previously rejected Advertising by such party when proposed by VerticalNet pursuant to Section 7.1.3  [ADVERTISEMENTS ON THE NEOFORMA SITE], or terminated without cause a prior agreement with such third party that had resulted from such a proposal by VerticalNet, then Neoforma shall pay [*] of the Net Advertising Revenue resulting from such Advertising during the Term to VerticalNet. Neoforma shall provide prompt notice to VerticalNet of each advertiser that has agreed with Neoforma to place an advertisement on a Neoforma Site.

             10.6.4 VerticalNet shall pay to Neoforma a commission of [*] of the Net Advertising Revenue received by VerticalNet during the Term for Advertising on the Co-Branded Sites.

     10.7 PAYMENT TERMS. Except as otherwise provided in this Agreement, each Party shall provide the other Party with all amounts due under this Agreement for the prior calendar quarter within 30 days after the end of each calendar quarter during the Term. Each payment shall be accompanied by a statement detailing the amount of applicable gross revenue received, the calculation of the amount due to the other Party and the amount of the payment accompanying such statement. All payments due to either Party hereunder shall be made in immediately available U.S. funds, without set-off or counterclaim, less any taxes, duties, charges, withholdings, restrictions or conditions of any nature imposed or levied by any governmental taxing or other authority.

     10.8 TAXES. All payments required under this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies and similar assessments. When applicable, such taxes shall appear as separate items on a Party's invoice or statement of the other Party. Payment of such taxes or charges shall be the responsibility of the Party whose obligation it is under this Agreement to make the payment in respect of which such taxes are assessed, excluding any taxes based upon the other Party's net income. In lieu thereof, a Party shall provide the other Party with a tax or levy exemption certificate acceptable to the taxing or levying authority.

     10.9 AUDITS. During the 18-month period following the payment by one Party of any amount due under this Agreement to the other Party, the Party receiving payment (the Auditing Party) shall have the right, at its own expense, to have an independent Big Five accounting firm (the Auditor) audit the financial records of the other Party (the Audited Party) relating to such payment to verify the accuracy of the Audited Party's financial records in order to verify the amount of the payments owed and/or paid. The Auditing Party may cause the Auditor to perform such an audit not more than once in any 12-month period, unless a prior audit within the past two years revealed that the amount owed by the Audited Party to the Auditing Party was underpaid in excess of 8% of the amount owed, in which case an audit may be performed no more frequently than twice in any 12-month period. If the amount owed by the Audited Party to

*Certain information on this page has been omitted and filed separately with the  Commission. Confidential treatment has been requested with respect to the  omitted portions.                                        16    17

the Auditing Party was underpaid, the Audited Party shall pay the additional amount owed and all accrued interest thereon to the Auditing Party within 15 days of notice of such underpayment to the Audited Party. If the amount owed by the Audited Party to the Auditing Party was underpaid in excess of 10% of the amount owed, the fees of such audit shall also be paid to the Auditing Party within 15 days of notice of such to the Audited Party. If the amount owed by the Audited Party to the Auditing Party was overpaid, the Auditing Party shall return the excess amount paid to the Auditing Party within 15 days of notice of such underpayment to the Auditing Party. The Auditing Party shall give reasonable advance written notice to the Audited Party, and each audit shall be conducted during normal business hours and in a manner that does not cause unreasonable disruption to the conduct of business by the Audited Party.

     10.10 INTEREST. All payments not paid by the date such payments are due shall bear interest from the due date to the date payments are actually paid at the rate of the lower of (a) 1% per month or (b) the maximum rate permitted by law.

11. TERM AND TERMINATION

     11.1 AUTOMATIC RENEWAL. This Agreement will automatically renew at the end of the Initial Term or a subsequent renewal term on a year to year basis (each, a Renewal Term), unless either Party notifies the other at least 30 days prior to the end of the Initial Term or then current Renewal Term, as applicable, of its intention not to renew this Agreement (a Termination Notice).

Source: NEOFORMA INC, S-1/A, 12/2/1999





     11.2 TERMINATION FOR CAUSE. Either Party may terminate this Agreement immediately upon written notice to the other Party in the event any material breach of a material term of this Agreement by such other Party that remains uncured 30 days in the case of a breach of a payment obligation, or 45 days for all other breaches, after notice of such breach was received by such other Party; provided, however that if such breach is not reasonably capable of cure within the applicable cure period, the breaching Party shall have an additional 180 days to cure such breach so long as the cure is commenced within the applicable cure period and thereafter is diligently prosecuted to completion as soon as possible.

     11.3 UPON TERMINATION. Upon termination of this Agreement, (a) each Party's liability for any charges, payments or expenses due to the other Party that accrued prior to the date of termination shall not be extinguished by termination, and such amounts (if not otherwise due on an earlier date) shall be immediately due and payable on the termination date; (b) VerticalNet shall be responsible for all charges, payments or expenses incurred by it in connection with the removal of the Neoforma Links, Neoforma Content and Neoforma Product Listings from the Co-Branded Sites and all other VerticalNet Sites; (c) Neoforma shall be responsible for all charges, payments or expenses incurred by it in connection with the removal of the VerticalNet Links, VerticalNet Content and VerticalNet Product Listings from the Neoforma Sites; (d) all rights of Neoforma to use, display, reproduce or publish the VerticalNet Marks shall immediately cease, (e) all rights of VerticalNet to use, display, reproduce or publish the Neoforma Marks shall immediately cease, (f) all rights of Neoforma to use, display, reproduce and transmit the VerticalNet Content and VerticalNet Product Listings shall immediately cease and Neoforma shall, at VerticalNet's cost, return one copy of the VerticalNet Content and VerticalNet Product Listings for Medical Products to VerticalNet in electronic format and destroy all other copies of

                                    17    18

such content, (g) all rights of VerticalNet to use, create derivative works of, reproduce, display, perform and transmit the Neoforma Content and Neoforma Product Listings shall immediately cease and VerticalNet shall, at Neoforma's cost, return one copy of the Neoforma Content and the Neoforma Product Listings for Laboratory Products to Neoforma in electronic format and destroy all other copies of such content, (h) all rights of VerticalNet to arrange for the sale of advertising on the Neoforma Sites shall immediately cease, (i) VerticalNet shall retain ownership of the domain names and URLs at which the VerticalNet Sites (including, but not limited to, the Co-Branded Sites) are located, and (j) Neoforma shall retain ownership of the domain names and URLs at which the Neoforma Sites (including, but not limited to Neoforma Plan and Neoforma Shop) are located. If a Termination Notice is sent, the parties shall promptly meet to discuss a phase-out of the Co-Branded Sites and all Links and transfers of Product Listings set forth herein.

12. DISPUTE RESOLUTION

     12.1 NEGOTIATION AND ESCALATION. If any controversy or claim arises relating to this Agreement, the Parties will attempt in good faith to negotiate a solution to their differences, including progressively escalating any controversy or claim through senior levels of management. If negotiation does not result in a resolution within 30 days of when one Party first notifies the other of the controversy or claim, either Party may resort to arbitration under Section 12.2  [ARBITRATION].

     12.2 ARBITRATION. Any controversy or claim between the Parties concerning any breach or alleged breach of this Agreement or performance or nonperformance of any obligation under this Agreement which cannot be resolved by negotiation will be resolved by binding arbitration under this Section 12.2  [ARBITRATION] and the then-current Commercial Rules and supervision of the American Arbitration Association (the AAA). If any part of this Section 12.2  [ARBITRATION] is held to be unenforceable, it will be severed and will not affect either the duty to arbitrate or any other part of this Section 12.2  [ARBITRATION]. The arbitration will be held in Philadelphia, Pennsylvania, before a sole disinterested arbitrator who is knowledgeable in business information and the Internet and experienced in handling commercial disputes. The arbitrator shall be appointed jointly by the Parties hereto within 30 days following the date on which the arbitration is instituted. If the Parties are unable to agree upon the arbitrator within such 30-day period, the AAA shall be instructed to select such arbitrator within 15 days thereafter. The arbitrator's award will be final and binding and may be entered in any court having jurisdiction. The arbitrator will not have the power to award punitive or exemplary damages, or any damages excluded by, or in excess of, any damage limitations expressed in this Agreement. Issues of arbitrability will be determined in accordance solely with the federal substantive and procedural laws relating to arbitration; in all other respects, the arbitrator will be obligated to apply and follow the substantive law of the Commonwealth of Pennsylvania.

     12.3 EQUITABLE RELIEF. Notwithstanding anything to the contrary in this Agreement, in the event of an alleged violation of Article 13  [CONFIDENTIALITY] of this Agreement by either Party, the Party alleging such a violation may seek temporary injunctive or other appropriate equitable relief from any court of competent jurisdiction pending appointment of an arbitrator. The Party requesting such relief shall simultaneously file a demand for arbitration of the dispute, and shall

                                    18    19

request that the American Arbitration Association proceed under its rules for an expedited hearing.

     12.4 COSTS. Unless the arbitrator, if any, determines otherwise, each Party will bear its own attorneys' fees and other costs associated with the negotiation and arbitration provided for by this Article 12  [DISPUTE RESOLUTION], except that costs and expenses of the arbitrators shall be shared equally. If court proceedings to stay litigation or compel arbitration are necessary, the Party who unsuccessfully opposes such proceedings will pay all associated costs, expenses and attorneys' fees that are reasonably incurred by the other Party.

     12.5 TWO YEAR LIMITATION. Except for claims under Sections 15.4  [INDEMNIFICATION BY NEOFORMA] and 15.5  [INDEMNIFICATION BY VERTICALNET] hereof, neither Party may bring a claim or action regardless of form, arising out of or related to this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or

Source: NEOFORMA INC, S-1/A, 12/2/1999





becomes known, whichever is later.

     12.6 CONFIDENTIALITY. In order to facilitate the resolution of controversies or claims between the Parties with respect to each Party hereto, such controversies or claims, including details regarding negotiations, arbitration and settlement terms, shall be treated as Confidential Information of the other Party hereto in accordance with Article 13  [CONFIDENTIALITY].

     12.7 REMEDIAL MEASURES. In the event of (a) any material remediable breach of this Agreement by the other Party which remains uncured 30 days after notice of such breach (other than a breach of a payment obligation) was received by the other Party or (b) any material breach which cannot be cured, the non-breaching Party may take reasonable remediable measures at the cost of the breaching Party without prejudice and in addition to any other rights arising from such breach. In addition, the non-breaching Party shall take reasonable steps to mitigate damages arising out of such breach.

13. CONFIDENTIALITY

     13.1 CONFIDENTIALITY OBLIGATIONS. Except as permitted elsewhere under this Agreement, each Party agrees to take Reasonable Steps (as defined below) (a) to receive and maintain the Confidential Information of the other Party in confidence, (b) not to disclose such Confidential Information to any third parties and (c) to promptly notify the disclosing Party upon learning of any law, rule, regulation or court order that purports to compel disclosure of any Confidential Information of the disclosing Party and to reasonably cooperate with the disclosing Party in the exercise of the disclosing Party's right to protect the confidentiality of such Confidential Information. Neither Party hereto shall use all or any part of the Confidential Information of the other Party for any purpose other than to perform its obligations under this Agreement. The Parties will take Reasonable Steps (as defined below) to ensure that their employees, representatives and agents comply with this provision. As used herein, Reasonable Steps means at least the same degree of care that the receiving Party uses to protect its own Confidential Information, and, in no event, no less than reasonable care.

     13.2 EXCLUSIONS. Nothing contained herein shall prevent a Party from disclosing Confidential Information pursuant to any applicable law, rule, regulation or court order; provided, however, that such Party complies with the notice provisions of Section 13.1(c)  [CONFIDENTIALITY OBLIGATIONS] to the

                                    19    20

extent permissible under applicable laws, rules, regulations or court orders. Such disclosure shall not alter the status of such information hereunder for all other purposes as Confidential Information.

     13.3 TERMINATION. Upon termination of this Agreement, all Confidential Information shall be returned to the disclosing Party or destroyed unless otherwise specified or permitted elsewhere under this Agreement. The confidentiality obligations contained in this Article 13  [CONFIDENTIALITY] shall survive termination of this Agreement for a period of three years.

     13.4 INJUNCTION. Each Party acknowledges and agrees that the provisions of this Article 13  [CONFIDENTIALITY] are reasonable and necessary to protect the other Party's interests in its Confidential Information, that any breach of the provisions of this Article 13  [CONFIDENTIALITY] may result in irreparable harm to such other Party, and that the remedy at law for such breach may be inadequate. Accordingly, in the event of any breach or threatened breach of the provisions of this Article 13  [CONFIDENTIALITY] by a Party hereto, the other Party, in addition to any other relief available to it at law, in equity or otherwise, shall be entitled to seek temporary and permanent injunctive relief restraining the breaching Party from engaging in and/or continuing any conduct that would constitute a breach of this Article 13  [CONFIDENTIALITY], without the necessity of proving actual damages or posting a bond or other security.

     13.5 PUBLICITY. Except as may be required by applicable laws, rules or regulations (including those arising under any securities laws), neither Party will originate any publicity, news release or other public announcement, written or oral, whether to the public press or otherwise, concerning the relationship between the Parties or the transactions described in this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. In the event disclosure is required by applicable law, rules or regulations, then the Party required to so disclose such information shall, to the extent possible, provide to the other Party for its approval (such approval not to be unreasonably withheld) a written copy of such public announcement at least five business days prior to disclosure. Notwithstanding the foregoing, either Party shall have the right to make a press release with respect to its entering into this Agreement; provided that such Party provides to the other Party a copy of the proposed press release no less than five business days prior to its proposed release and that the contents of such press release shall be subject to the other Party's consent, which consent shall not be unreasonably delayed or withheld.

14. REPRESENTATIONS AND WARRANTIES. Each Party hereby represents, covenants and warrants to the other Party that:

     14.1 It has the corporate power to enter into this Agreement and to grant the rights and licenses granted herein and otherwise perform this Agreement;

     14.2 It is not a Party to any agreement or understanding and knows of no law or regulation that would prohibit it from entering into and performing this Agreement or that would conflict with this Agreement; and

     14.3 When executed and delivered by it, this Agreement will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with this Agreement's terms.

                                    20    21

15. DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION.

     15.1 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VERTICALNET HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR

Source: NEOFORMA INC, S-1/A, 12/2/1999





STATUTORY, WITH RESPECT TO ANY AND ALL VERTICALNET DELIVERABLES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

     15.2 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEOFORMA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ANY AND ALL NEOFORMA DELIVERABLES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

     15.3 LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 13, THE INDEMNIFICATION OBLIGATIONS OF NEOFORMA UNDER SECTIONS 15.4(c)  [INDEMNIFICATION BY NEOFORMA] AND (d) AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 15.5(c)  [INDEMNIFICATION BY VERTICALNET] AND (d), NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 13, THE INDEMNIFICATION OBLIGATIONS OF NEOFORMA UNDER SECTION 15.4(c)  [INDEMNIFICATION BY NEOFORMA] AND (d) AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 15.5(c)  [INDEMNIFICATION BY VERTICALNET] AND (d), EACH PARTY'S LIABILITY FOR DAMAGES HEREUNDER SHALL NOT EXCEED $1,000,000.

     15.4 INDEMNIFICATION BY NEOFORMA. Neoforma shall indemnify and hold harmless VerticalNet and its officers, directors, employees and agents from and against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, expenses and disbursements, including without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any action, suit, proceeding or investigation asserted by a third party, caused by, relating to, based upon, arising out of or in connection with (a) any breach by Neoforma of the representations, warranties or agreements made by it under this Agreement, (b) negligence, recklessness or intentional misconduct on the part of Neoforma or its Affiliates or its officers, directors, employees, agents or consultants, (c) any claim that the Neoforma Content, Neoforma Product Listings, Neoforma Sites or a Neoforma Mark violates, infringes or misappropriates any Intellectual Property Rights or any other right of any third party, or (d) the use of a VerticalNet Mark or a VerticalNet Deliverable outside of the license rights granted herein.

     15.5 INDEMNIFICATION BY VERTICALNET. VerticalNet shall indemnify and hold harmless Neoforma and its officers, directors, employees and agents from and against any and all losses,

                                    21    22

claims, damages, liabilities, obligations, penalties, judgments, awards, costs, expenses and disbursements, including without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any action, suit, proceeding or investigation asserted by a third party, caused by, relating to, based upon, arising out of or in connection with (a) any breach by VerticalNet of the representations, warranties or agreements made by it under this Agreement, (b) negligence, recklessness or intentional misconduct on the part of VerticalNet or its officers, directors, employees, agents or consultants, (c) any claim that the VerticalNet Content, VerticalNet Product Listings, VerticalNet Sites or a VerticalNet Mark violates, infringes or misappropriates any Intellectual Property Rights or any other right of any third party, or (d) the use of a Neoforma Mark or a Neoforma Deliverable outside of the license rights granted herein.

     15.6 INDEMNITEE OBLIGATIONS. Each person seeking to be reimbursed, indemnified, defended and/or held harmless under Sections 15.4  [INDEMNIFICATION BY NEOFORMA] or 15.5  [INDEMNIFICATION BY VERTICALNET] (each, an Indemnitee) shall (a) provide the Party obliged to indemnify such Indemnitee with prompt written notice of any claim, suit, demand or other action for which such Indemnitee seeks to be reimbursed, indemnified, defended or held harmless (each, a Claim), which notice shall include a reasonable identification of the alleged facts giving rise to such Claim; (b) grant such Party reasonable authority and control over the defense and settlement of any such Claim; and (c) reasonably cooperate with such Party and its agents in defense of any such Claim. Each Indemnitee shall have the right to participate in the defense of any Claim for which such Indemnitee seeks to be reimbursed, indemnified, defended or held harmless, by using attorneys of such Indemnitee's choice, at such Indemnitee's expense. Any settlement of a Claim for which any Indemnitee seeks to be reimbursed, indemnified, defended or held harmless under this Article shall be subject to the prior written approval of such Indemnitee, such approval not to be unreasonably withheld, conditioned or delayed.

     15.7 ESSENTIAL PART OF BARGAIN. The Parties acknowledge that the disclaimers and limitations set forth in this Article 15  [DISCLAIMER OF WARRANTY, LIMITATION OF LI...] are an essential element of this Agreement between the Parties and that the Parties would not have entered into this Agreement without such disclaimers and limitations.

16. MISCELLANEOUS

     16.1 GOVERNING LAW. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions.

     16.2 NO ASSIGNMENT. Except as otherwise set forth herein, neither Party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party, which consent may be withheld at the other Party's reasonable business discretion; provided, however, that either Party may transfer this Agreement without prior written consent of the other Party to an Affiliate or in connection with a merger or sale of all or substantially all of the stock or assets of such Party.

     16.3 GOOD FAITH. The Parties undertake to display to each other the utmost good faith, consistent with their respective rights and obligations set forth in this Agreement.

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     16.4 INDEPENDENT CONTRACTORS. In connection with this Agreement, each Party is an independent contractor. This Agreement does not, and shall not be construed to, create an employer-employee, agency, joint venture or partnership relationship between the Parties. Neither Party shall have any authority to act

Source: NEOFORMA INC, S-1/A, 12/2/1999





for or to bind the other Party in any way, to alter any of the terms or conditions of any of the other Party's standard forms of invoices, sales agreements, warranties or otherwise, or to warrant or to execute agreements on behalf of the other or to represent that it is in any way responsible for the acts, debts, liabilities or omissions of the other Party.

     16.5 NOTICES. All notices, reports, payments and other communications required or permitted to be given under this Agreement (each, a Notice) shall be in writing and shall be given either by personal delivery against a signed receipt, by express delivery using a nationally recognized overnight courier, or by facsimile. All Notices shall be properly addressed as follows, or to such other addresses as may be specified in a Notice given hereunder:

If to VerticalNet:                          with a copy to:

  Attn: General Counsel                       Attn: Mario V. Shaffer      VerticalNet, Inc.                           VerticalNet, Inc.      700 Dresher Road, Suite 100                 700 Dresher Road, Suite 100      Horsham, Pennsylvania 19044                 Horsham, Pennsylvania 19044      Fax No.: (215) 443-3336                     Fax No.: (215) 784-1960

If to Neoforma:                             with a copy to:

  Attn: Chief Financial Officer               Attn: Ralph M. Pais, Esq.      Neoforma, Inc.                              Fenwick & West LLP      3255-7 Scott Boulevard                      Two Palo Alto Square      Santa Clara, CA 95054                       Palo Alto, CA 94306      Fax No.: 408-549-6211                       Fax No.: 650-494-1417

A Notice shall be deemed to be effective upon personal delivery or, if sent via overnight delivery, upon receipt thereof. A Notice sent via facsimile is deemed effective on the same day (or if such day is not a business day, then on the next succeeding business day) if such facsimile is sent before 5:00 p.m. Philadelphia time and on the next day (or if such day is not a business day, then on the next succeeding business day) if such Notice is sent after 5:00 p.m. Philadelphia time.

     16.6 AMENDMENT OR MODIFICATION. No subsequent amendment, modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the Parties.

     16.7 ENTIRE AGREEMENT. This Agreement sets out the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, proposals, arrangements and communications, whether oral or written, with respect to the subject matter hereof.

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     16.8 SEVERABILITY. If any provision of this Agreement is held by a tribunal of competent jurisdiction to be illegal, invalid, or otherwise unenforceable in any jurisdiction, then to the fullest extent permitted by law (a) the same shall not effect the other terms or provisions of this Agreement, (b) such term or provision shall be deemed modified to the extent necessary in the tribunal's opinion to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest extent the intent and agreements of the Parties set forth herein and (c) such finding of invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such term or provision in any other jurisdiction.

     16.9 NO WAIVER. Failure to enforce any term of this Agreement is not a waiver of future enforcement of that or any other term. No term or provision of this Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and signed by the Party against whom enforcement of such waiver or excuse is sought.

     16.10 SURVIVAL. Sections 10.7  [PAYMENT TERMS]-10.10  [INTEREST], 11.3  [UPON TERMINATION] and 12-16; any payment obligations of the Parties hereunder accruing prior to the date of termination; and any other provision herein expressly surviving termination or necessary to interpret the rights and obligations of the Parties in connection with the termination of the term of this Agreement will survive the termination or expiration of this Agreement.

     16.11 NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the Parties and their permitted successors and assigns.

     16.12 WAIVER OF JURY TRIAL. Each Party hereby irrevocably waives all rights a Party may have to a trial by jury in any legal action or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby.

     16.13 TITLES. The headings appearing at the beginning of the Sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used to determine the construction or interpretation of this Agreement. The nomenclature of the defined terms in this Agreement shall only be used for the construction of this Agreement, and are not to be used for any other purpose, including, but not limited to, interpretation for accounting purposes.

     16.14 FORCE MAJEURE. Neither Party shall be held to be in breach of this Agreement by reason of a force majeure event, including, but not limited to, act of God, delay in transportation, fire, flood, earthquake, storm, war, act of a public enemy, civil commotion or any law, rule, regulation, order or other action by any public authority or any other matter reasonably beyond a Party's control. To the extent failure to perform is caused by such a force majeure event, such Party shall be excused from performance hereunder so long as such event continues to prevent such performance, and provided the non-performing Party takes all reasonable steps to resume full performance.

     16.15 COMPLIANCE WITH LAWS. Each Party shall comply with all prevailing laws, rules and regulations and obtain all necessary approvals, consents and permits required by the applicable

                                    24    25

Source: NEOFORMA INC, S-1/A, 12/2/1999





agencies of the government of the jurisdictions that apply to its activities or obligations under this Agreement.

     16.16 EXECUTION IN COUNTERPARTS, FACSIMILES. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, bear the signatures of both Parties hereto. For the purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.

        [The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Parties to the Agreement by their duly authorized representatives have executed this Agreement as of the date first written above.

VERTICALNET, INC.                           NEOFORMA.COM, INC.

By: /s/ MARIA V. SHAFFER                    By: /s/ FREDERICK RUEGSEGGER    --------------------------------            ---------------------------------    Maria V. Shaffer    Vice President, Business Development      and International                      Title:  CFO                                                   ------------------------------

27

                                                                    EXHIBIT A

CATEGORIES OF LABORATORY PRODUCTS

PRODUCT GROUPING               PRODUCT CLASSIFICATION         POINTS TO - ----------------               ----------------------         ---------                                                          Analytical Instruments         Analytical Inst-other          Analytical Inst-other Analytical Instruments         Atomic Absorption              Atomic Absorption Analytical Instruments         Balances                       Balances Analytical Instruments         Chemistry Analyzers            Chemistry Analyzers Analytical Instruments         Chrom-Data                     Chrom-Data Analytical Instruments         Chrom-GC                       Chrom-GC Analytical Instruments         Chrom-HPLC                     Chrom-HPLC Analytical Instruments         Chrom-Other                    Chrom-Other Analytical Instruments         Chrom-TLC                      Chrom-TLC Analytical Instruments         Colorimeter                    Colorimeter Analytical Instruments         Computer Equipment             Computer Equipment Analytical Instruments         Electron Microscope            Electron Microscope Analytical Instruments         Electronics - Lab              Electronics - Lab Analytical Instruments         Elemental Analysis             Elemental Analysis Analytical Instruments         Infrared                       IR/UVVIS/XRAY Analytical Instruments         Mass Spectrometer              Mass Spectrometer Analytical Instruments         Particle Size                  Particle Size Analytical Instruments         pH / ISE                       pH / ISE Analytical Instruments         Physical Property Test         Physical Property Test Analytical Instruments         Polarimeter                    Polarimeter Analytical Instruments         Spectrophotometer              Spectrophotometer Analytical Instruments         Temperature Equip              Temperature Equip Analytical Instruments         Titrators                      Titrators Analytical Instruments         Universal Tester               Universal Tester Analytical Instruments         UV / VIS                       IR/UVVIS/XRAY Analytical Instruments         Viscometer                     Viscometer Analytical Instruments         X-Ray                          IR/UVVIS/XRAY Biotechnology                  Biotech-other                  Biotech-other Biotechnology                  Electrophoresis                Electrophoresis Biotechnology                  Fermenters                     Fermenters Biotechnology                  Microplates                    Microplates Biotechnology                  Molecular Biology              Molecular Biology Biotechnology                  Scintillation Counters         Scintillation Counters Clinical Laboratory            Clinical Lab - Other           Clinical Lab - Other Clinical Laboratory            Blood / Gas Analyzers          Blood / Gas Analyzers Clinical Laboratory            Blood Collection               Blood Collection Clinical Laboratory            Clinical Chemistry Analyzer    Clinical Chemistry Analyzer Clinical Laboratory            Hematology                     Hematology Clinical Laboratory            Medical Equipment              Medical Equipment Clinical Laboratory            Microbiology                   Microbiology

28

                                                      Clinical Laboratory            Other Body Fluid Analyzer      Other Body Fluid Analyzer Clinical Laboratory            Slide Stainers                 Histology Glassware                      Beakers                        Beakers Glassware                      Bottles                        Bottles Glassware                      Condensers                     Condensers Glassware                      Flasks                         Flasks Glassware                      Funnels                        Funnels Glassware                      Glass-other                    Glass-other Glassware                      Tubes                          Tubes Glassware                      Vials                          Vials Lab Equipment                  Animal Care                    Animal Care Lab Equipment                  Antiques                       Antiques Lab Equipment                  Autoclaves                     Autoclaves Lab Equipment                  Baths, Water/Oil/Dry           Baths, Water/Oil/Dry Lab Equipment                  Books/Manuals                  Books/Manuals

Source: NEOFORMA INC, S-1/A, 12/2/1999





Lab Equipment                  Centrifuge                     Centrifuge Lab Equipment                  Chillers                       Chillers Lab Equipment                  Cleaners                       Cleaners Lab Equipment                  Critical Environments          Critical Environments Lab Equipment                  Digesters                      Digesters/Mixers Lab Equipment                  Environmental Chambers         Environmental Chambers Lab Equipment                  Evaporators                    Evaporators Lab Equipment                  Filtration                     Filtration Lab Equipment                  Fraction Collectors            Fraction Collectors Lab Equipment                  Freeze Dry/Lyoph               Freeze Dry/Lyoph Lab Equipment                  Freezers / Refrigerators       Freezers / Refrigerators Lab Equipment                  Fume Hoods                     Fume Hoods Lab Equipment                  Furnaces                       Furnaces Lab Equipment                  Furniture - Lab                Furniture - Lab Lab Equipment                  Glove Boxes                    Glove Boxes Lab Equipment                  Heating Apparatus              Heating Apparatus Lab Equipment                  Histology                      Histology Lab Equipment                  Hotplates / Stirrers           Hotplates / Stirrers Lab Equipment                  Incubators                     Incubators Lab Equipment                  Lab Equipment - Other          Lab Equipment - Other Lab Equipment                  Liquid Handling / Pipettors    Liquid Handling / Pipettors Lab Equipment                  Metallurgical                  Metallurgical Lab Equipment                  Microtomes                     Histology Lab Equipment                  Mixers                         Digesters/Mixers Lab Equipment                  Mobile Lab                     Mobile Lab Lab Equipment                  Motors                         Motors Lab Equipment                  Optics                         Optics Lab Equipment                  Ovens                          Ovens Lab Equipment                  Petroleum Lab                  Petroleum Lab Lab Equipment                  Pharmaceutical                 Pharmaceutical Lab Equipment                  Photography                    Photography

29

                                                      Lab Equipment                  Process / Pilot                Process / Pilot Lab Equipment                  Pumps                          Pumps Lab Equipment                  Radioactivity                  Radioactivity Lab Equipment                  Recorders                      Recorders Lab Equipment                  Regulators / Gauges            Regulators / Gauges Lab Equipment                  Robotics                       Robotics Lab Equipment                  Safety                         Safety Lab Equipment                  Semi-Conductor                 Semi-Conductor Lab Equipment                  Shakers                        Shakers Lab Equipment                  Stirrers / Hotplates           Stirrers / Hotplates Lab Equipment                  Vacuum                         Vacuum Lab Equipment                  Valves / Fittings              Valves / Fittings Lab Equipment                  Water Purification             Water Purification LabSupplies                    Chemicals                      Chemicals LabSupplies                    Plasticware                    Plasticware LabSupplies                    Supplies                       Supplies Microscopes                    Image Analysis                 Image Analysis Microscopes                    Microscope Accessories         Microscope Accessories Microscopes                    Microscope Parts               Microscope Parts Microscopes                    Microscopes                    Microscopes Test/Measurement               Multimeter                     Multimeter Test/Measurement               Oscilloscopes                  Oscilloscopes Test/Measurement               Power Supply                   Power Supply Test/Measurement               Test/Meas-other                Test/Meas-other Test/Measurement               Timers/Controllers             Timers/Controllers Test/Measurement               Volt/Amp/Ohm Meters            Volt/Amp/Ohm Meters

30

                                                                    EXHIBIT B

31

                     [GRAPHIC OF WEB PAGE -- Features]

32

                                                                    EXHIBIT C

33

               [GRAPHIC OF WEB PAGE -- Vertical Side Pages]

34

                  [GRAPHIC OF WEB PAGE -- Specialty Shop]

35

                                                                    EXHIBIT D

LABORATORY PRODUCT LISTING TEMPLATE PRODUCT LISTING TEMPLATE

A Microsoft Excel Spreadsheet containing the following columns:

Source: NEOFORMA INC, S-1/A, 12/2/1999





- ----------- ----------- -------------- ---------- ---------------------- ----------- ----------- NAME        CATEGORY    MFG/BRAND      MODEL #    ORIGINAL ITEM PRICE    HEIGHT      WEIGHT - ----------- ----------- -------------- ---------- ---------------------- ----------- -----------                                                                     NAME        CATG        FLDA           FLDB       FLDC                   FLDD        FLDE - ----------- ----------- -------------- ---------- ---------------------- ----------- -----------

- ------------- ----------- -------------- ---------------- ------------------- ------------------ CAPACITY      QUANTITY    STARTING BID   RESERVE PRICE    BID INCREMENTS(1)   START DATE/TIME(2) - ------------- ----------- -------------- ---------------- ------------------- ------------------                                                                 FLDG          QNTY        MINB           RSRV             INCR                STRT - ------------- ----------- -------------- ---------------- ------------------- ------------------

(1) default is [*] (2) default is today

- --------------- -------- -------------- -------- ----------- ---------------- ------------------ DURATION(3)     ITEM #   APPROX. AGE    SKU      LOCATION    SALESPERSON      DESCRIPTION - --------------- -------- -------------- -------- ----------- ---------------- ------------------                                                              DAYE            FLD1     FLD2           FLDF     FLDH        FLDI             DESC - --------------- -------- -------------- -------- ----------- ---------------- ------------------

(3) default is 7 days

- --------------- --------------------- -------- ----------- ------------------ ------------------ SELLER ID#      IMAGE LOCATION - --------------- --------------------- -------- ----------- ------------------ ------------------                                                                 SELL            IMAG - --------------- --------------------- -------- ----------- ------------------ ------------------

*Certain information on this page has been omitted and filed separately with the  Commission. Confidential treatment has been requested with respect to the  omitted portions.    36

This page describes each of the fields used in the Excel spreadsheet for bulk uploads. Please put details in the spreadsheet named Bulk Upload Spreadsheet. It is very important that you do not change the field names or their order on the spreadsheet.

             - ----------------------------------------------------------------------------------------------- NAME*             The title by which you want the item called. i.e. Sartorius Microbalance.                   This field is 60 characters long but more details will fit in the                   description section. The name needs to be descriptive and distinct. There                   cannot be two items with the same name. Add a delineating feature such as                   model number or size to the name. - ----------------------------------------------------------------------------------------------- CATEGORY*         This field requires a number not word. See the enclosed list. If you do not                   find a category that fits your product, please contact us. We can add                   categories. - ----------------------------------------------------------------------------------------------- MFG/BRAND         Manufacturer or brand name - ----------------------------------------------------------------------------------------------- MODEL #           Model number - ----------------------------------------------------------------------------------------------- ORIGINAL ITEM     If known, this can be an incentive to buyers who then see your lower price. PRICE - ----------------------------------------------------------------------------------------------- HEIGHT            Include feet or inches. - ----------------------------------------------------------------------------------------------- WEIGHT            Include pounds or ounces. - ----------------------------------------------------------------------------------------------- CAPACITY          Specific information about the equipment i.e. x gallons/hr, y                   sheets/minute, etc. - ----------------------------------------------------------------------------------------------- QUANTITY*         This field requires only a number not each, case, etc. - ----------------------------------------------------------------------------------------------- STARTING          BID* This is the amount at which the bidding will start. It                   should be lower than your reserve price, if you set one.                   Please use whole dollars. - ----------------------------------------------------------------------------------------------- RESERVE PRICE     This is the amount you wish to receive for your product. If you set a                   reserve price, your item cannot be sold for less than the reserve. Please                   use whole dollars. - ----------------------------------------------------------------------------------------------- BID               INCREMENTS* $5 is the default, but feel free to change this to                   reflect your product's price using whole dollars. - ----------------------------------------------------------------------------------------------- START             DATE/TIME* This field must be filled out like the following                   example: 04/08/99 15:00 (MM/DD/YY 24:mm) A start time must be                   included. - ----------------------------------------------------------------------------------------------- DURATION*         The default for this field is 7 days. The options are 1, 3, 5, 7, 21 and 30. - ----------------------------------------------------------------------------------------------- ITEM #            Catalog number if the product came from a manufacturer's or distributor's                   catalog - ----------------------------------------------------------------------------------------------- APPROX. AGE       New, used, demo, reconditioned - ----------------------------------------------------------------------------------------------- SKU               Each, box, case

Source: NEOFORMA INC, S-1/A, 12/2/1999





- ----------------------------------------------------------------------------------------------- LOCATION          Where the equipment is currently located/resides. - ----------------------------------------------------------------------------------------------- SALESPERSON       For PaperExchange.com internal tracking. - ----------------------------------------------------------------------------------------------- DESCRIPTION       This field is only 1250 characters long. Use basic writing format here.                   Complete sentences are desired rather than a list of features. If you copy                   and paste from an outside source, please check to see that                   there are no tabs or returns in the paragraph. - ----------------------------------------------------------------------------------------------- SELLER ID#*       This is your six-digit ID number you received when you registered. - ----------------------------------------------------------------------------------------------- IMAGE             LOCATION A picture of your item is very helpful in selling                   your item and will greatly enhance its listing appearance. The                   picture needs to be in JPEG or GIF format. You can send these                   on a separate disk or email if desired. Please enclose a list                   delineating which picture goes with which item. - -----------------------------------------------------------------------------------------------                   *  indicates required fields

               ** indicates fields with fieldnames to be determined and whose position                   within the columns is to be determined

37

                                                                    EXHIBIT E

FORM OF CO-BRANDED CAREER CENTER

        [GRAPHIC OF WEB PAGE -- the global healthcare marketplace]

38

                                                                    EXHIBIT F

FORM OF CO-BRANDED TRAINING AND EDUCATION CENTER

        [GRAPHIC OF WEB PAGE -- the global healthcare marketplace]

Source: NEOFORMA INC, S-1/A, 12/2/1999 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

Output: 41022


Input: Consider Input: 1                                                                     EXHIBIT 10.4

             MARKETING AND TRANSPORTATION SERVICES AGREEMENT

  THIS AGREEMENT made in duplicate this 20 day of November, 1995.

B E T W E E N:

                         PUROLATOR COURIER LTD.                                 (Purolator)                                                                           - and -                                                            PARCELWAY COURIER SYSTEMS CANADA LTD.                          a subsidiary of Dynamex Inc.                                  (Dynamex)

  WHEREAS Purolator inter alia, is licensed to provide courier services for compensation across Canada and the United States of America;

  AND WHEREAS Dynamex inter alia, is licensed to provide courier services for compensation across Canada and the United States of America;

  AND WHEREAS Purolator's principal business activity is next day or multiple day service:

  AND WHEREAS Dynamex' principal business is sameday service;

  AND WHEREAS Purolator and Dynamex wish to cooperate, as independent contractors, in the marketing of their respective services and in the provision of those services to their respective customers;

  NOW THEREFORE in consideration of the mutual covenants contained in this Agreement, the Parties hereto agree as follows:

1.0  DEFINITIONS

1.1  The following words shall have the following meanings throughout this      Agreement:                 a)    Agreement means this Agreement and all Schedules annexed hereto,            as amended from time to time by the Parties;

  b)     Freight means any goods directed to one Party by the other for             pick up and/or delivery;

  c)     Force Majeure means

         i)      An Act of God;

         ii)     A strike, lock out or other labour disturbance;

2                                      - 2 -

         iii)     A war, revolution, insurrection, riot, blockade or any                      other unlawful act against public order authority;                                                                                               iv)      A storm, fire, flood, explosion, lightening or other                      hazardous weather condition;                                                   v)       Any Ministry of Transportation road closure or other acts                      of government or transport authorities which are beyond the                      control of the Parties;                                                        vi)      Any air traffic control delays, cancellations, reroutes or                      other acts of government, airport or aviation authorities,                      which are beyond the control of the Parties;                                                                             vii)     Any loss, hijacking, government seizure or diversion.

1.2     All references to currency in this Agreement shall be to Canadian         currency, unless otherwise indicated.

1.3     All references to days in this Agreement are references to calendar days         unless the reference is to business days, in which case business days          shall be interpreted as business days as designated in the Province of          Ontario.

2.0     TERM

2.1     This Agreement shall be effective from the date first above written and         shall continue indefinitely until terminated by either Party in          accordance with the provisions of this Agreement.

3.0     SCOPE OF SERVICES

3.1     Subject to the terms and conditions hereinafter set out, Purolator         agrees to do the following:

     i)     Offer sameday courier services to its customers under the                Purolator name and trade-mark;





     ii)    Tender to Dynamex all sameday courier service requests that it                receives;

     iii)   In connection with such sameday service requests, Purolator will                handle the customer request, will dispatch the pickup                 request to Dynamex, will be responsible for billing the customer                for the service and collecting the revenue and provide such sales                and marketing service, in conjunction with Dynamex, as may be                necessary;

     iv)    Will provide its next day and multiple day transportation                services to Dynamex' customers as may be required from time to                time, such services to be provided in accordance with the                service standards set out in Schedule A attached hereto, which                service standards may be amended from time to time;

3                                      - 3 -

     v)     In providing such next day or multiple day services, agrees to                provide customer service, dispatch, pickup and delivery, tracing                and tracking, together with joint sales and marketing efforts                with Dynamex, and will invoice Dynamex for the services provided                at the rates provided for herein.

3.2     Subject to the terms and conditions hereinafter set out, Dynamex agrees         to do the following:

     i)     Offer overnight courier services to its customers under the                Dynamex name and trade-mark;

     ii)    Tender to Purolator all overnight courier service requests that                it receives;

     iii)   In connection with such overnight service requests, will handle                the customer request, will dispatch the pickup request to                Purolator, will be responsible for billing the customer for the                 service and collecting the revenue and provide such sales and                 marketing service, in conjunction with Purolator, as may be                 necessary;

     iv)    Will provide its sameday transportation services to Purolator's                customers as may be required from time to time, such services to                be provided in accordance with the service standards set out                in Schedule B attached hereto, which service standards may be                amended from time to time;

     v)     In providing such sameday services, agrees to provide customer                service, dispatch, pickup and delivery, tracing and tracking,                together with joint sales and marketing efforts with Purolator,                and will invoice Purolator for the services provided, at the                 rates provided for herein.

3.3     For greater certainty, it is understood and agreed that either Party, in         providing the services referred in 3.1 and 3.2 above, may agree          to a variation of the services to be provided, including but not         limited to who shall provide pick up and delivery, tracking, tracing,         dispatch or other services.

3.4     Each Party agrees to provide the services outlined above at an on time         performance level of no less than ninety percent (90%) of the scheduled         delivery time, excluding delays caused by the other Party or events of          Force Majeure. Monthly, the performance level shall be measured as set          out above. Failure to provide services as set out herein constitutes a          Monthly Service Failure.

3.5     Except for the joint marketing efforts referred to in Section 3.1 (v)         above, Purolator agrees not to directly or indirectly solicit next day         or multiple day freight from existing sameday customers of Dynamex.             4 3.6    Except for the joint marketing efforts referred to in Section 3.1 (v)        above, Dynamex agrees not to directly or indirectly solicit overnight        freight from customers of Purolator.

3.7    Purolator agrees to tender to Dynamex all sameday service requests that        it receives.

3.8    Dynamex agrees to tender to Purolator all next day and multiple day        transportation requests to Purolator for delivery.

3.9    Dynamex agrees not to provide sameday delivery services for any other        provider of next day or multiple day courier services. It is understood        and agreed that Dynamex, from time to time and upon request, may provide        pick-up and/or delivery services for other next-day or multiple day        courier service providers, as part of their next-day and multiple day        service commitment, provided Dynamex' services will not result in the        provision of same day service to the customer of the provider of        next-day or multiple day courier service.





    Dynamex may continue to provide the same day service it currently        provides to Alltours customers, provided revenue to Dynamex from this        business does not exceed Five Thousand Dollars ($5,000.00) per month        provided there is no change in control, direct or indirect, in Alltours.

3.10   It is understood and agreed by the Parties that each Party presently        offers a number of services which are complementary to those provided        for herein, including but not limited to mail room management services        and building distribution services. In that regard, Dynamex offers        its services as Dynamex while Purolator offers its services under the        name Distribution Management Services Inc. or DMS. It is understood and        agreed that nothing in this Agreement shall prevent the Parties from        continuing to provide such services or their continued development of        such services/operations.

3.11   The Parties covenant and agree that this Agreement shall cover their        services throughout Canada and the United States of America. If either        Party desires to enter into an agreement with another party providing         for services similar to those provided for herein, in either Canada or        the United States of America or both, or to provide services similar to         those provided for herein without an agreement, then same can only be         done with the prior written consent of the other Party. It is understood        and agreed that Dynamex may enter into an Agreement with another party         to provide its services as described herein in the United States,         provided however that any such agreement shall not preclude or prevent         Dynamex from providing such Services to Purolator in the United States.

3.12   Attached hereto as Schedule C to this Agreement is the Operational        Plan for this Agreement. The Operational Plan details the obligations        and responsibilities of the Parties pursuant to this Agreement,        including but not limited to details as to the handling of freight, the        exchange of freight, customer service, billing, invoicing, track and

5        tracing responsibilities. Monthly, the Parties shall conduct operational         meetings to adjust co-ordination, operational planning and any other        requirements determined by the Parties from time to time.

4.0    RATES

4.1    Subject to all other terms and conditions of this Agreement, Purolator        shall pay to Dynamex the rates set forth in Schedule D.

4.2    Subject to all other terms and conditions of this Agreement, Dynamex        shall pay to Purolator the rates set forth in Schedule E.

5.0    PAYMENT PROCEDURES

5.1    Each Party shall invoice the other twice a month, effective the        fifteenth (15th) day and the last day of the month for services          rendered for the period since the last invoicing.

5.2    Every invoice shall be accompanied by supporting documentation to        substantiate same. Failure to provide such documentation shall result in        payment of only the invoiced amount which is supported by the        documentation.

    Any amounts invoiced which are not supported by documentation shall not        be paid until such time as documentation is provided by the invoicing        Party.

    It is understood and agreed that Bills of Lading will not be required as         supporting documentation.

5.3    Dynamex must forward all invoices in duplicate and required        documentation pertaining to this Agreement, to the attention of:

    Purolator Courier Ltd.        5995 Avebury Road, Suite 500        Mississauga, Ontario        L5R 3T8

    Attention: Finance

5.4    Purolator must forward all invoices in duplicate and required         documentation pertaining to this Agreement, to the attention of:

    Dynamex Express        2630 Skymark Avenue        Mississauga, Ontario        L4W 5A4

5.5    Every invoice shall be reviewed by the invoiced Party and subject to        paragraphs 5.2, shall pay the invoice net fifteen (15) days from the        date of invoicing. Invoices shall be delivered to the invoiced Party        within three (3) days of the date of invoicing.





6                                      - 6 -

5.6    Interest, at the prime rate then charged to commercial customers by the        Canadian Imperil Bank of Commerce (Toronto Main Branch), shall be        payable on all amounts overdue for thirty (30) days or more.

5.7    Any discrepancy in an invoice which is discovered by either Party may        result in the issuance of a debit note or credit note by the appropriate        Party, and notwithstanding any prior payment, the same shall be         accompanied by supporting documentation. Payment shall be made by the         appropriate Party net fifteen (15) days from receipt and acceptance of         the documentation.

5.8    (a)     The Parties acknowledge and agree that the Services to be                provided hereunder constitute the supply of freight                transportation services in the course of the continuous                movement of freight, also referred to as interlining.                Accordingly, the Services under this Agreement are zero-rated                for the purposes of the Goods and Services Tax (hereinafter                 referred to as GST) pursuant to Section 1 of Part VII of                Schedule VI of the Excise Tax Act, R.S.C. 1985, Chapter E-15,                as amended from time to time.

    (b)     In the event that GST or any other value added or sales taxes                are applicable at any time during the Term of this Agreement:

                 (i)    Either party shall be liable for the same, if                             applicable;

                 (ii)   Either Party shall identify such tax separately on                             each invoice; and

                 (iii)  Either Party's GST registration number shall                             appear on each invoice.

6.0    LIABILITY FOR LOSS OR DAMAGE

6.1    A Party shall be liable to the other for loss, damage or delay to        Freight due to its acts or omissions, including its negligence, and        those of its employees, agents and those for whom in law it is        responsible and occurring while Freight is in its care, custody or        control. For the purpose of this Agreement, Freight shall be considered        in the care, custody or control of a Party from the time it is tendered        to it by the other Party or the other Party's customer until the time of        its delivery to the other Party or the consignee, as intended. For        greater certainty, a Party shall not be liable hereunder if the Freight        is damaged solely as a result of improper packing.

6.2    A Party shall, in the event of loss, damage or delay to Freight while in        its care, custody or control, immediately notify the other Party of the         loss or damage, carry out an investigation of the incident to determine        the cause of such loss, damage or delay and shall within

7        thirty (30) days of the event of loss, damage or delay or knowledge of        such incident of loss, damage or delay, whichever is later, as the case        may be, report its findings to the other Party. All costs associated        with such investigation shall be the responsibility of such Party if the        loss, damage or delay was due to the acts or omissions or those of its        employees, agents or those for whom in law its is responsible;        otherwise, the costs shall be shared equally by the Parties hereto.

6.3    A party shall, for any loss, damage or delay to Freight while in its        care, custody or control, forthwith pay to the other Party the actual        damages suffered by such other Party. Such liability shall not exceed the        other Party's contractual liability to its customers. The Parties        acknowledge that their contract of carriage with their customers provides        that liability for loss, damage or delay, including liability for        consequential loss, is limited to Four Dollars and Forty One Cents        ($4.41) per kilogram or Two Dollars ($2.00) per pound unless a higher        value has been declared for insurance purposes.

7.0    SET-OFF

7.1    A Party shall pay to the other the full amount of any paid claim, loss        or damage for which it is liable within forty five (45) days following           presentation of supporting documentation. If a Party fails to pay        following presentation of supporting documentation then the other Party        shall have the right to deduct the amount of such claim, loss or damage        from any monies due or becoming due to the first Party by the second        Party.

8.0    INDEMNIFICATION

8.1    Each Party shall at all times indemnify and hold harmless the other, its        directors, officers, employees and any others for whom it may be        responsible in law, from and against all claims, including claims made        by the indemnifying Party's personnel under worker's compensation        legislation, demands, awards, judgments, actions and proceedings by        whomsoever made, brought or prosecuted in respect of loss of, damage to        or destruction of property (including loss or damage sustained by the        indemnifying party) or personal injury including death and from and        against any and all loss or, damage to or destruction of property,        expenses and costs (including legal fees and disbursements) suffered or        incurred by the indemnifying Party, its directors, officers, employees





    and any others for whom it may be responsible in law, arising out of or        in any way connected with the indemnifying Party, its directors,        officers, employees and any others for whom it may be responsible in law,        arising out of or in any way connected with the indemnifying Party        provision of Services under this Agreement and whether or not caused by        the indemnifying Party's negligence. Loss or damage sustained by the        indemnifying Party shall also include loss as a result of loss of use.

8                                      - 8 -

8.2    Notwithstanding anything contained herein to the contrary, the        indemnifying party's liability to the other hereunder shall not        exceed the insurance coverage set out in Section 9.0.

9.0    INSURANCE

9.1    Each Party shall purchase and maintain, at its own expense, the        following insurance coverages:

    (a)     cargo liability insurance, subject to a combined single limit of                not less than One Hundred Thousand dollars ($100,000.00)                inclusive per occurrence. The other Party shall be named as an                additional insured and the policy shall contain a cross                liability clause;

    (b)     automobile, non-owned automobile, fleet, comprehensive general,                public and property liability insurance with a limit of not less                than Two Million dollars ($2,000,000.00) inclusive of bodily                injury and property damage for any one occurrence arising out of                one (1) cause. The policy shall cover all non-air operations,                non-owned automobile, contractual liability and liability                specifically assumed under this Agreement. The other party shall                be named as an additional insured and the policy shall contain a                cross liability clause;

9.2    Each Party shall deliver to the other, prior to commencing to provide        the Services and thereafter, annually, a certificate or certificates of        insurance evidencing that the required insurance coverages as        provided for in paragraph 9.1 are in effect and that each Party shall be        given thirty (30) days prior written notice of cancellation or         expiry of or material change to such insurance coverages.

9.3    The Policies set out in paragraph 9.1 shall contain a waiver of        subrogation rights in favour of the other Party, its officers,        directors, employees and any others for whom it may be responsible in        law.

9.4    Each Party shall maintain the insurance coverages provided for in        paragraph 9.1 hereof, in full force and effect during the term of        this Agreement and covenants that nothing shall be done whereby any        policy will be cancelled and shall pay all renewal premiums thereon on or        before the due date and shall forthwith furnish the other Party with        copies of certificates of insurance of such renewals.

9.5    The policies set out in paragraph 9.1 shall not limit the insurance        required by municipal, provincial, federal or other law. It shall        be the sole responsibility of each Party to determine what additional        insurance coverages, if any, are necessary and advisable for its own        protection

9                                      - 9 -

    or to fulfil its obligations under this Agreement. Any such additional        insurance shall be provided and maintained by that Party at its own        expense.

9.6    Each Party shall ensure that any subcontractor or other party with whom        it contracts in providing the Services shall carry adequate        insurance coverage, but not less than that provided in paragraph 9.1.

10.1   COMPLIANCE WITH LAW

10.1   (a)     Each Party shall comply with all legislation directly or                indirectly applicable to the performance of its obligations                under this Agreement.

    (b)     Each Party shall notify the other at least thirty (30) days or                in any event as soon as possible, before any change is made in                its licences or operating authorities which may affect in any                way the performance of any of its obligations under this                Agreement.

11.0   PROTECTION OF FREIGHT

11.1   Each Party shall take all reasonable measures to ensure that Freight in        its care, custody or control is protected at all times from theft,        weather and all other damage or danger, and without restricting the        foregoing, shall ensure that:

    (a)     Freight is not kept out-of-doors except for purposes of loading                or off loading; and

    (b)     If at any time Freight is not under its complete visual and                physical control, it shall provide a secure storage area





            in a facility at its own cost.

12.0   SECURITY

12.1   Each Party shall ensure that all reasonable security and investigation        measures are implemented including but not limited to the provisions set        forth in Schedule F respecting the provision of Services.

12.2   Each Party shall implement and put in place security and investigation           procedures to ensure the protection and security of Freight. These        procedures shall include spot checks, inspections, reporting,        investigations and any other procedures to ensure not only that the        Services required by the other Party are provided but that the Services        are provided in accordance with industry standards.

10                                      - 10 -

13.0   DANGEROUS GOODS

13.1   The Parties acknowledge that the Transportation of Dangerous Goods Act,        S.C. 1992, c.34, as amended from time to time (hereinafter referred        to as the TDGA) prohibits transportation of any explosive, dangerous         or destructive substance, or anything likely to injure or damage property        or persons (hereinafter referred to as Dangerous Goods) unless the        requirements of the TDGA are met. The Parties agree that they only intend        for Dangerous Goods to be carried pursuant to this Agreement if the        requirements of the TDGA are met and both Parties are aware that such        goods are being carried. Notwithstanding the foregoing, the Parties agree        that neither Dynamex nor Purolator shall be under any obligation or duty        whatsoever to open for prior inspection any Freight tendered to Dynamex        pursuant to this Agreement. Neither Party shall be responsible for any        losses or damage whatsoever that may be sustained by the other Party, its        directors, officers, employees and any persons for whom it may become        responsible in law, as a result of any Dangerous Goods contained in        Freight unless such Party had actual prior knowledge of the presence of        Dangerous Goods. In the event a Party had actual prior knowledge of the        presence of Dangerous Goods, then it shall be liable for loss or damage        to the other Party if it would otherwise be liable under this Agreement        or at law.

13.2   Each Party must comply with the placarding and all other regulations        applicable to the handling of Dangerous Goods. The Parties agree to        maintain at their own expense a current Dangerous Goods Training        Certificate for both air and ground shipments for itself and its        operators during the term of this Agreement and to provide the other        Party with a copy of same upon execution of the Agreement and thereafter,        as the Parties request, failure of which may result in the termination of        this Agreement immediately by the other Party.

13.3   The Parties agree to ensure that their respective Dangerous Goods        Handling Procedures are compatible to ensure complete adherence with the        Legislation and Regulations. Each Party agrees to promptly advise the        other of any changes to its Dangerous Goods Handling Procedures.

14.0   RECORDS AND REPORTS    14.1   Each Party shall maintain performance reports, comparing actual to        scheduled departure and arrival times for Services provided. Such        reports shall be made available for review by the other Party and in        connection with same, a Party shall provide copies of all data and        records relating thereto.

11                                      - 11 -

14.2   Each Party shall maintain complete maintenance and operational records.

14.3   Each Party shall keep accurate books, accounts and records covering all         transactions relating to this Agreement, including books of original        entry, and upon request from the other Party, shall allow access to        same.

14.4   Either Party shall have the right to request the other to provide,        through an auditor agreed to by the Parties, validation of the        information and data referred to herein.

15.0   CONTINGENCY PLANS

15.1   In the event a Party is unable to provide the Services as a result of a        strike or other labour disruption caused by its employees, it shall              attempt to subcontract the Services to another operator or operators,        acceptable to the other Party. Such Services shall be provided by such        subcontractor/subcontractors on the same terms and conditions herein set        out and will be continued to be provided during the period of any such        strike or labour disruption, unless this Agreement is otherwise        terminated pursuant to the provisions of this Agreement. It is        understood and agreed that, if such Party provides the Services by        subcontracting to another operator/operators, then it shall be deemed        not to be in default pursuant to paragraph 17.1(c). Notwithstanding        same, all other default provisions as set out in paragraph 17, continue        to apply.





16.0   SERVICE FAILURE REMEDIES

16.1   In the event that Monthly Performance Failures occur more than three (3)        times in any twelve (12) month period, an Event of Default shall have         occurred.

17.0   DEFAULT PROVISIONS

17.1   For the purposes of this Agreement, the following shall constitute        events of default by a Party (hereinafter referred to as Events of         Default):

    (a)     if a petition is filed against it under any applicable bankruptcy                legislation and is not withdrawn or dismissed within sixty                (60) days thereafter;

    (b)     if a resolution is passed by it respecting the sale of all or                substantially all of its assets, or an order for the winding                 up of its business is made, or it otherwise agrees to make a                 bulk sale of it's assets;

    (c)     if it ceases or threatens to cease to carry on its business;

12                                      - 12 -

     (d)     if it commits or threatens to commit an act of bankruptcy, or                 if it becomes insolvent or bankrupt or makes an assignment or if                 a receiver or receiver manager is appointed in respect of its                 business and affairs of either by way of private instrument or                 through court proceedings;

     (e)     if a judgment or order is entered with respect to it under the                 Company Creditors Arrangement Act R.S.C. 1985, Chapter C-36, as                 amended, or similar legislation, or it takes advantage of the                 provisions of any bankruptcy or insolvency legislation;

     (f)     if any execution, or any other process of any court becomes                 enforceable against all or substantially all of it's property or                 if a distress or analogous process is levied against all or                 substantially all of its property;

     (g)     if it is in default as per paragraph 16.1 hereof; or

     (h)     if it otherwise neglects or fails to perform or observe any of                 its obligations under this Agreement and fails to cure the                 breach or default within thirty (30) days of written notice to                 the other Party.

17.2    Upon the occurrence of an Event of Default and in addition to any         rights or remedies available to it under this Agreement or at law or in         equity, the Party not in default may exercise any or all of the         following remedies:

     (a)     terminate this Agreement, upon giving one hundred and twenty                 (120) days written notice, otherwise upon written notice with                 respect to 17.1 (g) and (h);

     (b)     recover from the defaulting Party any and all monies then due                 and to become due; and

     (c)     take possession, immediately, without demand or notice, without                 any court order or other process of law, any and all of its                 property (including bags and containers) and Freight received by                 the defaulting Party under this Agreement.

17.3    Termination of this Agreement shall be without prejudice to any other         rights of the Party not in default, including the right to claim         damages, and to the rights of the Parties that have accrued prior to         termination.

17.4    In the event the Defaulting Party fails to pay any amount due pursuant         to paragraph 17.2, then the other Party shall have the right to deduct         same from any amount due or to become due to the defaulting Party.    13                                      - 13 -

18.0    PERFORMANCE PENALTIES

18.1    In the event a Party has, in any twelve (12) month period, more than         three (3) Monthly Performance Failures, then the defaulting Party shall         pay a penalty to the Party not in default, which the Parties acknowledge         is a pre-estimation of damages suffered by the non-defaulting Party due         to the current month's Monthly Performance Failure (Default Month).

     For each Default Month, the Party in default shall pay a penalty equal         to five (5) times the Party not in default's corporate average yield         during the Default Month for each shipment below the performance





     commitment.

     For example, if the defaulting Party, in a Default Month, provided         services at an eighty five percent (85%) level and the average yield for         the Default Month of the Party not in default is ten dollars ($10.00)         and the total number of shipments handled by the defaulting Party         pursuant to this Agreement is one hundred (100), then the penalty would         be equal to 5 x[(Performance Commitment - Actual Performance Level) x #         of shipments] x average yield or 5 x [(90-85) x 100] x 10 = $250.00.                                       100 19.0    TERMINATION WITHOUT CAUSE

19.1    Either Party may terminate this Agreement, without cause, by giving two         (2) years written notice.

19.2    In the event of a change in control of a Party, the other Party shall         have the right, upon written prior notice, to terminate this          Agreement.

20.0    NOTICE

20.1    Any notice or other communication with respect to this Agreement shall         be in writing and shall be effectively given if delivered, or sent         (postage or other charges prepaid) by letter, facsimile or electronic         means addressed:

     (a)     in the case of Purolator to:                                  Purolator Courier Ltd.                 5995 Avebury Road, Suite 500                 Mississauga, Ontario                 L5R 3T8                 Attention:

     (b)     in the case of Dynamex:

             Dynamex Inc.                 2630 Skymark Avenue                 Suite 610                 Mississauga, Ontario                 L4W 5A4    14                                      - 14 -

     or to any other address of which the Party in question advises to the         other Party in writing. Any notice that is delivered shall be deemed to         have been received on delivery; any notice sent by facsimile or         electronic means shall be deemed to have been received when sent and         receipt confirmed and any notice that is mailed shall be deemed to have         been received five (5) business days after being mailed. In the event of         a postal disruption, service to be effective must be delivered or sent         by facsimile.

21.0    REPRESENTATIONS AND WARRANTIES

21.1    Dynamex represents and warrants that:

     (a)     it has the capacity, power and lawful authority to enter into                 this Agreement and to fulfill any and all covenants set forth                  in this Agreement to be fulfilled by it;

     (b)     the terms of this Agreement are not in breach of any law,                 regulation, by-law, agreement, charter document or covenant by                 which Dynamex is governed or bound;

     (c)     all necessary licenses, permits, consents or approvals of,                 notices to or registrations with or the taking of any other                 action in respect of any governmental authority or agency                 required to be obtained or accomplished by Dynamex has been                 obtained or accomplished and are in good standing; and

     (d)     there are no pending or threatened actions or proceedings to                 Dynamex is a Party, or which is before any court or                 administrative agency, which might materially adversely affect                 the financial or other condition, business, assets, liabilities                 or operations of Dynamex or the ability of Dynamex to perform                 its obligations under this Agreement;

20.2    Purolator represents and warrants that:

     (a)     it has the capacity, power and lawful authority to enter into                 this Agreement and to fulfill any and all covenants set forth in                 this Agreement to be fulfilled by it;

     (b)     the terms of this Agreement are not in breach of any law,                 regulation, by-law, agreement, charter document or covenant by                 which Purolator is governed or bound;

     (c)     all necessary licenses, permits, consents or approvals of,                 notices to or registrations with or the taking of any other                 action in respect of any    15                                      - 15 -                   governmental authority or agency required to be obtained or                  accomplished by Purolator has been obtained or accomplished





             and are in good standing; and

     (d)     there are no pending or threatened actions or proceedings                 to which Purolator is a Party, or which is before any court                  or administrative agency, which might materially adversely                  affect the financial or other condition, business, assets,                  liabilities or operations of Purolator or the ability of                  Dynamex to perform its obligations under this Agreement;

22.0    FORCE MAJEURE

22.1    No Party hereto shall be in breach of this Agreement by reason of a          delay in the performance of, or failure to perform, any of its          obligations hereunder if such a delay or failure is a result of         an event of Force Majeure.          22.2    Each of the Parties hereto shall minimize, to the extent reasonably         practicable, the impact on either Party of any of the events of Force         Majeure in its performance of its obligations under this Agreement.

22.3    The Party invoking an event of Force Majeure shall immediately notify in         writing the other Party of such occurrence, whereupon the other Party         shall confirm in writing having received such notice of the occurrence         of an event of Force Majeure.

23.0    ASSIGNMENT

23.1    Neither Party shall sell, assign, subcontract, transfer or dispose of         this Agreement or any part thereof, without the prior written consent of         the other Party or otherwise enter into an agreement with any other         Party for Services contemplated herein.

23.2    The terms and conditions of any such subcontract shall respect the terms         and conditions of this Agreement and in all cases shall be of equivalent         or higher standards. Neither Party shall reveal the contents of this         Agreement; however a Party may enter into identical agreements with its         connectors, and/or subcontractors, as the case may be, with respect to         the terms and conditions of this Agreement, save and except rates.

24.0    ENTIRE AGREEMENT

24.1    This Agreement and all Schedules attached hereto, embody the entire         agreement of the Parties hereto and no representation, understanding, or         agreement, verbal or otherwise exists between the Parties except as         herein expressly provided.    16                                      - 16 -

24.2    The following order of precedence shall be given in the event of a         conflict between the documents comprising the Agreement:

     (a) Agreement         (b) Schedules, and          (c) the operating plan and any amendments thereto.

25.0    WAIVER

25.1    Failure of any Party to enforce or insist upon compliance with any of         the terms or conditions of this Agreement shall not constitute a general         waiver or relinquishment of any such terms or conditions but the same         shall be and remain at all times in full force and effect.

26.0    HEADINGS AND CAPTIONS

26.1    Headings and captions are inserted for each section of this Agreement         for convenience only and in no way define, limit or describe the scope         of intent of this Agreement, nor shall they have any effect in regard to         its interpretation.

27.0    AMENDMENTS

27.1    Unless otherwise provided herein, this Agreement shall not in any manner         be supplemented, amended or modified except by written instrument         executed on behalf of both Parties by their duly authorized         representatives.

28.0    SINGULAR/PLURAL

28.1    Whenever, in this Agreement, the context requires or permits the         singular number shall be read as if plural were expressed.

29.0    SEPARATE COUNTERPARTS

29.1    This Agreement may be executed in several counterparts, each of which,         when so executed, shall be deemed to be an original of this Agreement         and such counterparts together shall constitute but one and the same         instrument.

30.0    TIME

30.1    Time shall, in all respects, be of the essence in each and every of the         terms, covenants, obligations and conditions in this Agreement.

31.0    SEVERABILITY





31.1    In the event that any provision of this Agreement is invalid,         unenforceable or illegal, then such provision shall be severed from this         Agreement and this Agreement shall be read as if such provision were not         part of this Agreement and provided such severance does not    17                                      - 17 -

     substantially frustrate the intention of this Agreement, such invalidity         or unenforceability or illegality shall not affect any other provision         of this Agreement.

32.0    BINDING EFFECT

32.1    This Agreement shall enure to the benefit of and be binding upon the         Parties hereto, successors and assigns.

33.0    RELATIONSHIP OF THE PARTIES

33.1    The Parties recognize that they operate as an independent business and         declare that nothing in this Agreement shall be construed as creating a         relationship of employment, joint venture, partnership or agency between         Purolator and Dynamex, and no act or omission of either Party shall bind         or obligate the other except as expressly set forth in this Agreement.         The Parties agree that no representation will be made or acts undertaken         by either of them which could establish or imply any apparent         relationship of agency, partnership, joint venture or employment and         neither Party shall be bound in any manner whatsoever by any agreements,         warranties, representatives or actions of the other Party to such         effect.

34.0    CONFIDENTIAL INFORMATION

34.1    The Parties recognize that this Agreement contains information which is         commercially sensitive and agree to keep the entire contents of this         Agreement confidential and not to make any disclosures to any third         Parties (other than their professional and financial advisers who agree         to be bound by this provision) unless required by law to do so or unless         prior written consent is obtained from the other Party.      35.0    TRADE-MARKS

35.1    Each Party's trade-marks, distinctive colours and designs used in         connection with the Services shall remain at all times during the term         of this Agreement and on the expiration or termination thereof, the         exclusive property of each Party and any benefit associated with such         use shall accrue solely to that Party. Each Party shall use the other         Party's trade-mark, distinctive colours and designs only with the         prior written consent of the other Party and only in connection with the         services provided hereunder.

36.0    LAW OF THE AGREEMENT

36.1    This Agreement shall be governed and construed in accordance with the         laws of the Province of Ontario. All legal proceedings arising out of         this Agreement shall be brought in a court of competent jurisdiction in         the Province of Ontario, and each of the Parties hereby attorn to the         jurisdiction of such court with respect to such proceedings.    18                                      - 18 -

37.0    REMEDIES

37.1    All remedies herein are cumulative and are in addition to, not in lieu         of, any remedies provided at law or in equity.

38.0    PUBLIC ANNOUNCEMENT

38.1    The content and timing of any public announcement, press release or         publication of any kind regarding this Agreement shall be mutually         agreed to by the Parties, except disclosures required by applicable law,         in which case advance notice will be given to the other Party.

39.0    ARBITRATION

39.1    If at any time a dispute arises between the Parties hereto which cannot         be resolved by agreement among the Parties, or if the Parties are unable         to agree on any matter that requires their mutual agreement hereunder,         the dispute or matter shall be submitted to arbitration as provided in         this Article by any Party hereto giving written notice to the other         Party (the Notice to Arbitrate). The Notice to Arbitrate shall contain         a concise description of the matter submitted for arbitration.

39.2    The Parties hereto shall within ten (10) business days of receipt of         the Notice to Arbitrate jointly appoint a single arbitrator. If the         Parties fail to appoint an arbitrator who shall jointly select a third         arbitrator within ten (10) days, failing which same shall be designated         by the President of the Arbitrators' Institute of Canada Inc. upon the         request of either Party.

39.3    The arbitration shall take place in the Municipality of Metropolitan         Toronto and shall be governed by the provisions of the Arbitration Act.

39.4    The determination of the arbitrator shall be in writing and shall be         final and binding upon the Parties hereto.

39.5    The cost of the arbitration shall be borne by the Parties hereto





     equally.

39.6    Submission to the arbitration under this Article shall be a condition         precedent to the bringing of any action with respect to this Agreement.

40.1    LANGUAGE

40.1    The Parties have expressly requested that this Agreement be written in         the English language.

     Les Parties ont specifiquement requis que la presente entente soit         redigee en langue anglaise.    19                                      - 19 -

41.0    REPUTATION

41.1    In the event a Party has committed or shall commit any material act, or         has or does become involved in any material situation or occurrence         bringing either Party into public disrepute, contempt, scandal or         ridicule, or shocking, insulting or offending potential customers of         either Party or any racial, religious or ethnic, age or gender group, or         reflecting unfavourably on either Party's reputation or their products         or services, then the other Party may terminate this Agreement upon         giving such notice as it deems appropriate. The non-offending Party's         decision on such matter arising hereunder shall be based on its judgment         as to whether or not the act or involvement of the offending Party has         materially harmed or may be materially harmful to the Parties, their         products, services or trademarks, in any respect, acting bona fidely.

42.0    NON-COMPETITION

32.1    In the event this Agreement is terminated pursuant to the provisions of         paragraph 17, then the Party in default shall not enter into an         agreement with any other Party to provide services similar to those         provided herein or to provide its services similar to those provided for         herein without an agreement, for a period of six (6) months from the         effective date of termination.

42.2    In the event this Agreement is terminated pursuant to the provisions of         paragraph 19.2, then the Party whose control has changed shall not         enter into an agreement with any other Party to provide services similar         to those provided herein or to provide its services similar to those         provided for herein without an agreement, for a period of twelve (12)         months from the effective date of termination.

The Parties have executed this Agreement as of the day, month and year first above written by their proper officers duly authorized on that behalf.

                             PARCELWAY COURIER SYSTEMS CANADA LTD.

                             Per:  (ILLEGIBLE)  11/20/95      c/s                                     -----------------------------

                             Per:                             c/s                                     -----------------------------

                             PUROLATOR COURIER LTD.

                             Per:   (ILLEGIBLE)               c/s                                     -----------------------------

                             Per:   (ILLEGIBLE)                                                   -------------------------------- 
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?


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