In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

Example Input: Exhibit 10.5

                         STRATEGIC ALLIANCE AGREEMENT                          ----------------------------

THIS  STRATEGIC ALLIANCE AGREEMENT (this Agreement) is made as of 31 December,                                           ---------                              1996, between NORTHERN TELECOM LIMITED, a Canadian corporation (NTL), and                                                                  ---        ENTRUST TECHNOLOGIES INC., a Maryland corporation (ETI).                                                     ---

WHEREAS, pursuant to an asset transfer agreement between NTL and Entrust Technologies Limited of even date (the NTL Transfer Agreement) and an asset                                         ----------------------                transfer agreement between Northern Telecom Inc. and ETI of even date, the Entrust Technology (as defined herein) has been transferred to ETI and ETI's Canadian subsidiary, Entrust Technologies Limited; and

WHEREAS, NTL desires to license from Entrust on behalf of itself and the Nortel Subsidiaries (as defined herein) ongoing rights to the Entrust Technology, ETI desires to license from NTL on behalf of itself and its Subsidiaries some intellectual property rights associated with the Entrust Technology, and NTL and ETI desire to cooperate regarding contracting, patent cross-licensing and the exchange of information, all on the terms and subject to the conditions set forth herein;

NOW THEREFORE, NTL and ETI, intending to be legally bound agree as follows:

                                   ARTICLE I                                   DEFINITIONS                                   -----------

Capitalized terms used in this Agreement are used as defined in this Article I or elsewhere in this Agreement. As used herein:

Agreement has the meaning specified in the preamble hereof.  ---------

Confidential Information has the meaning specified in Section 8.02.  ------------------------

Entrust shall mean ETI and all Subsidiaries thereof.  -------

Entrust Entity shall mean either ETI or the applicable Entrust Subsidiary, as  --------------                                                                 the context requires.

ETI has the meaning specified in the preamble hereof.  ---

Effective Date means the close of business on the date specified in the  --------------                                                           preamble hereof.

Enterprise License has the meaning specified in Section 3.01.  ------------------

                                       1

  Entrust Patents shall mean all Patents: (i) which are owned or controlled at  ---------------                                                               any time during the Patent License Term by Entrust or any Entrust Subsidiary; or (ii) with respect to which, and to the extent to which, Entrust or any Entrust Subsidiary shall at any time during the Patent License Term have the right to grant the licenses and rights which are granted herein by Entrust.  The Entrust Patents as of the Effective Date are set forth in Exhibit A of the NTL Transfer Agreement.

Entrust Products has the meaning specified in the NTL Transfer Agreement.  ----------------

Entrust Technology has the meaning specified in the NTL Transfer Agreement.  ------------------

Field of Activity shall mean , in respect of each Party, the products and  -----------------                                                          services forming the business, at the Effective Date, of that Party or any of its Subsidiaries, including new products and services which normally evolve from such products and services.

Grantee shall mean either Entrust or Nortel, as the case may be, to which  -------                                                                    licenses are granted under the Patent License.

Grantor shall mean the Party granting licenses under the Patent License, as  -------                                                                      well as its Subsidiaries on behalf of which such licenses are granted.





Licensed Products shall mean, in respect of each Party, any products which are  -----------------                                                               within its Field of Activity.

Licensed Services shall mean, in respect of each Party, any services which are  -----------------                                                               within its Field of Activity.

NTL has the meaning specified in the preamble hereof.  ---

NTL Technology has the meaning specified in Section 2.01 hereof.  --------------

Nortel shall mean NTL and all Nortel Subsidiaries.  ------

Nortel Entity shall mean either NTL or the applicable Nortel Subsidiary, as  -------------                                                                the context requires.

Nortel Patents shall mean all Patents other than Patents included in NTL  --------------                                                            Technology: (i) which are owned or controlled at any time during the Patent License Term by Nortel or any Nortel Subsidiary; or (ii) with respect to which, and to the extent to which, Nortel or any Nortel Subsidiary shall at any time during the Patent License Term have the right to grant the licenses and rights which are herein granted by Nortel including through cross licenses or otherwise.

Nortel Subsidiary shall mean a Subsidiary of Nortel, excluding ETI and Entrust  -----------------                                                               Technologies Limited.

                                       2

  Patent shall mean any patent (other than a design patent or a design  ------                                                                registration) and any utility model covering any invention for which a first application was filed in or for any country prior to the termination of the Patent License Term, and shall include any such application in or for a country for which rights under the law of the country are available for compensation for unauthorized use of the invention covered by such application.

Party shall mean either NTL or the ETI, as the context requires except with  -----                                                                        respect to Article VIII where Party shall refer either to Nortel or Entrust, as the context requires.

Patent License has the meaning specified in Section 6.03.  --------------

Patent License Term shall mean that period of time that ETI is a Subsidiary of  -------------------                                                             NTL.

Reseller Agreement has the meaning specified in Section 4.01.  ------------------

Source Code License has the meaning specified in Section 5.01.  -------------------

Subsidiary shall mean: (i) a corporation, company or other entity, in which a  ----------                                                                     Party now or hereafter, owns or controls, directly or indirectly, fifty percent (50%) or more of the outstanding shares or securities (representing the right to vote for the election of directors or other managing authority), provided, however, that such corporation, company, or other entity shall be deemed to be a Subsidiary only so long as such ownership or control exists; or (ii) an entity which does not have outstanding shares or securities, as may be the case in a partnership, joint venture or unincorporated association, but in which a Party now or hereafter, owns or controls, directly or indirectly, fifty percent (50%) or more of the ownership interest representing the right to make the decisions for such entity, provided, however, that such entity shall be deemed to be a Subsidiary only so long as such ownership or control exists.

                                   ARTICLE II                                  NTL TECHNOLOGY                                  --------------                                          Section 2.01 NTL Technology. Entrust shall be entitled to the benefit of the NTL              --------------                                                      intellectual property licenses specified in Exhibit A (the NTL Technology) for                                                             --------------       so long as NTL effectively owns or controls more than fifty percent (50%) of the voting stock or interests in ETI.

Section 2.02. NTL Obligations.  NTL has, to the best of its knowledge, complied               ----------------                                                  in all material respects with the provisions of the licenses for NTL Technology. NTL

                                       3







shall make all reasonable efforts to perform in all material respects the obligations required to maintain the licenses for the NTL Technology in good standing for their respective terms.  NTL shall not make any material change to the licenses for Nortel Technology without the consent of ETI, which shall not be unreasonably withheld.  NTL shall make commercially reasonable efforts to acquire for the benefit of Entrust any renewal or extension of NTL a license for Nortel Technology at Entrust's request provided Entrust agrees to pay all costs associated with obtaining such benefit for Entrust.  If NTL renews or extends a license for NTL Technology, NTL may, but shall not be required to obtain rights thereunder for the renewal period or extension provisions for the benefit of Entrust.

Section 2.03. ETI Obligations.  Entrust shall comply in all material respects               ----------------                                                with the obligations required of it under the licenses for the NTL Technology for so long as Entrust benefits from those licenses.   ETI shall pay to NTL the portion of all fees and charges paid by Nortel to obtain continuing rights to the NTL Technology that are reasonably attributable to Entrust's actual use of the NTL Technology.

                                  ARTICLE III                          NORTEL USE OF ENTRUST PRODUCTS                          ------------------------------

Section 3.01 Right to Use. ETI, on behalf of Entrust, grants to NTL and its              ------------                                                   Affiliates (as defined in the Enterprise License) a non-exclusive, fully paid- up, worldwide, perpetual license to use an unlimited number of copies of the Entrust Products subject to the terms and conditions of an agreement to be concluded between NTL and ETI promptly after the Effective Date in substantially the form of the license set forth in Exhibit B (the Enterprise License) save                                                      ------------------        as amended to comply with the provisions of this Article III.  NTL represents as of the Effective Date that the terms of the Enterprise License are materially similar to the terms of an existing agreement with a third-party licensee of the Entrust Products, except for the terms relating to price and the provisions of Section 3.02 hereof

Section 3.02 Support.  NTL may contract for support services under the              -------                                                   Enterprise License.  Payments to Entrust for the support services identified in the Enterprise License as of the Effective Date shall be three hundred thousand U.S. dollars (U.S. $300,000.00) for the calendar year 1997 and shall not increase by more than inflation as measured by the Canadian CPI for any one-year renewal period.

Section 3.03 Indemnification.  Notwithstanding any provision of the Enterprise              -----------------                                                 License:

(a) ETI shall not be required to honour any product warranty or intellectual     property indemnity set forth in the Enterprise License, to the extent that     such breach of warranty or indemnity relates to a defect in any of the     Entrust Products as of the Effective Date or the infringement or     misappropriation of any third party rights as incorporated into the Entrust     Products as of the Effective Date.

                                       4

  (b) ETI's liability to Nortel arising from or relating to the intellectual     property indemnity set forth in the Enterprise License shall not exceed 50%     (fifty percent) of the monies paid by Nortel thereunder to a maximum of     U.S.$1,000,000 (one million U.S. dollars).

                                   ARTICLE IV                        NORTEL RESALE OF ENTRUST PRODUCTS                        ---------------------------------

Section 4.01 Reseller Rights. At NTL's option and upon NTL's request, Entrust              ---------------                                                  shall promptly enter into a non-exclusive reseller agreement with NTL, on behalf of Nortel, in substantially the form set forth in Exhibit C (the Reseller                                                                   -------- Agreement) save as amended to comply with the provisions of this Article IV. - ---------                                                                       NTL represents as of the Effective Date that the terms of the Reseller Agreement are materially similar to the terms of an agreement recently concluded with a third-party reseller of the Entrust Products, except for the provisions of Section 4.02 hereof.  Subject to early termination for material default, such Reseller Agreement shall expire either in three years or when ETI ceases to be a Subsidiary of NTL, whichever event occurs later.

Section 4.02 Most Favoured Treatment. During the life of the Reseller Agreement,              -----------------------                                             it is the intention of ETI that the terms of the Reseller Agreement shall be no less favourable to Nortel than the terms in effect with any of Entrust's resellers of Entrust Products at the time the Reseller Agreement is executed.

Section 4.03 Indemnification.  Notwithstanding any provision of the Reseller              ----------------                                                Agreement, ETI shall not be required to honour intellectual property indemnity set forth in the Reseller Agreement, to the extent that such breach of representation, warranty, condition or indemnity relates to a defect in any of the Entrust Products as of the Effective Date or the infringement or misappropriation of any third party rights incorporated into the Entrust





Products as of the Effective Date.

                                   ARTICLE V                  NORTEL RIGHTS FOR ENTRUST PRODUCT SOURCE CODE                  ---------------------------------------------

Section 5.01 Source Code Access. At NTL's option and upon NTL's request, Entrust              ------------------                                                  shall promptly enter into a non-exclusive Entrust Products source code license with NTL, on behalf of Nortel, in substantially the form set forth in Exhibit D (the Source Code License).   NTL represents as of the Effective Date that the       -------------------                                                       terms of the Source Code License are materially similar to the terms of an agreement recently concluded with a third-party licensee of the source code for the Entrust Products, except that NTL is not required to pay any lump sum royalty and for the provisions of Section 5.02 hereof.

                                       5

  Section 5.02 Most Favoured Treatment.  For so long as ETI remains a Subsidiary              -----------------------                                           of NTL, it is the intention of ETI that the terms of the Source Code License  be no less favourable to Nortel than the terms then in effect with any of Entrust's source code licensees that receives substantially similar rights taking into account the relative size of the licensee and Entrust's potential benefits.

Section 5.03 Indemnification.  Notwithstanding any provision of the Source Code              -----------------                                                  License, ETI shall not be required to honour any product warranty or intellectual property indemnity set forth in the Source Code License, to the extent that such breach of warranty or indemnity relates to a defect in any of the Entrust Products as of the Effective Date or the infringement or misappropriation of any third party rights incorporated into the Entrust Products as of the Effective Date.

                                   ARTICLE VI                              PATENT CROSS LICENSING                              ----------------------

Section 6.01. ETI Benefit from Cross Licenses.  Subject to the terms and               --------------------------------                           conditions of this Agreement, NTL, to the extent of its legal right to do so, hereby grants to Entrust under the Nortel Patents, a non-transferable, non- assignable, indivisible, non-exclusive, royalty-free, worldwide license for Licensed Products and Licensed Services.

Section 6.02. Nortel Benefit from Cross Licenses.  Subject to the terms and               -----------------------------------                           conditions of this Agreement, Entrust, to the extent of its legal right to do so, hereby grants to Nortel, under the Entrust Patents, an irrevocable, non- transferable, non-assignable, indivisible, non-exclusive, royalty-free, worldwide license for Licensed Products and Licensed Services.

Section 6.03. Extent of Cross Licenses.  The licenses granted pursuant to               -------------------------                                   Sections 6.01 and 6.02 (each such license being a Patent License) include the                                                    --------------               following rights:

(a) to make, use, lease, sell or otherwise dispose of, maintain and repair,     Licensed Products, to license the use of Licensed Products made by or for     Grantee, to practice any process involved in the manufacture or use of     Licensed Products, and to provide Licensed Services;

(b) to have made Licensed Products by another manufacturer for the use, lease,     sale, disposal or transfer by Grantee, but only when both of the following     conditions are met:

    (i)   the designs, specifications and working drawings for the manufacture            of such Licensed Products are furnished by Grantee; and

   (ii)   such designs, specifications and working drawings are in sufficient           detail that no additional design by the manufacturer is required other           than adaptation to the production processes and standards normally           used by the manufacturer which change the characteristics of the           products only to a negligible extent;

                                       6

  (c) to make and have made, to use and have used, and to maintain machines,     tools, materials and other manufacturing instrumentalities, and to use and     have used methods and processes, insofar as such machines, tools, materials,     other manufacturing instrumentalities, methods and processes are involved in     or incidental to the development, manufacture, installation, testing,     maintenance or repair of Licensed Products, or to the training of personnel     in the use of such Licensed Products; provided, however, that the rights     granted in this Section 6.03(c) shall not serve to enlarge the scope of the     rights granted in Section 6.03(b);

Section 6.04. Limitations to Patent Licenses.  Nothing contained in a Patent               --------------------------------                               License shall be construed as:

    (a) requiring the filing of any application for a Patent or utility model,





or the prosecution, maintenance or defense of any such application;

    (b) the maintenance or defense of any Patent;

    (c) a warranty or representation by Grantor, or admission by Grantee, as to the validity or scope of any Patent;

    (d) a warranty or representation that any manufacture, sale, lease, use, or importation of a Licensed Product, or the provision of any Licensed Service, by Grantee shall be free from infringement of any intellectual property right of Grantor other than those Patents under which and to the extent to which licenses are in force under the Patent License;

    (e) an agreement to bring or prosecute actions or suits against third parties for infringement;

    (f) an obligation to provide any manufacturing or technical information or any support or technical assistance;

    (g) conferring any right to use, in advertising, publicity or otherwise, any name, trade name or trademark, or any contraction, abbreviation or simulation thereof, except as expressly provided herein;

    (h) conferring by implication, estoppel or otherwise upon Grantee any license or other right under any Patent or other intellectual property right, except the licenses and rights expressly granted herein; or

                                       7

      (i) an obligation upon grantor to make any determination as to the applicability of any Patent to any product, Licensed Product or Licensed Service of Grantee.

Section 6.06 NTL Right to Cross-License.  The licenses granted hereunder do not              ---------------------------                                        include for the Grantee the right to grant sublicenses to any third party except as expressly provide in Section 6.03.  Notwithstanding the foregoing, NTL shall be entitled to sublicense the Entrust Patents to meet its obligations under its existing Patent cross license agreements.  For so long as ETI is an NTL Subsidiary, NTL shall also be entitled, as part of its continuing Patent cross licensing program, to sublicense Entrust Patents under new Patent cross license agreements provided that the rights granted in the Entrust Patents pursuant to any such new Patent cross license agreements do not materially exceed those rights customarily granted under NTL's existing Patent cross license agreements (as of the Effective Date) and ETI obtains the benefit of all Nortel Patents involved.

Section 6.07. Excluded Patents.               -----------------

(a) Assigned Patents.  It is recognized that Grantor may have entered into or     -----------------                                                             may hereafter enter into a contract with, or a subcontract directly for the     benefit of, a third party to undertake development work partially or     completely financed by such third party and that Grantor may be required     under such contract or subcontract (either unconditionally or by reason of     any action or inaction thereunder) to assign to such third party its rights     to grant, or may now or hereafter be restrained by such third party from     granting, licenses to Grantee under Patents arising out of such work or     covered by such contract or subcontract.  The resulting inability of Grantor     to grant the licenses purported to be granted by it under such Patents shall     not be considered to be a breach of the Patent License.  In such case, upon     request by the Grantee, Grantor shall make reasonable efforts to secure     rights and licenses for the Grantee from the third-party equivalent to those     provided in the Patent License.

(b) Patents Subject to Exclusive Licenses.  ETI acknowledges that NTL may have     --------------------------------------                                         entered into exclusive license arrangements with other corporations or legal     entities.  The Patent License granted hereunder by NTL does not extend the     scope of any such exclusive licenses (including any which NTL is negotiating     as of the Effective Date).

Section 6.08. Jointly Owned Patents.  If the grant by Grantor of licenses and               ----------------------                                          rights in accordance with the Patent License in respect of Patents made by its employees jointly with third parties is subject by contract or by operation of law to the consent of such third parties or their assignees, upon request of the Grantee, Grantor shall use reasonable efforts to either secure rights and licenses for the Grantee from such third-party equivalent to those provided in

                                       8

  the Patent License, or obtain consent from such third parties to grant rights and licenses equivalent to those provided in the Patent License; however, the inability of Grantor to secure such rights or to obtain such consent in spite of the use of reasonable efforts shall not be considered to be a breach of the Patent License.  Notwithstanding that such rights or such consent may be subject to the payment of a royalty or other consideration to any such third party as provided for in Section 6.09, and notwithstanding other conditions agreed with the third party, the grant of such licenses and rights shall otherwise be in accordance with the terms and conditions of the Patent License.

Section 6.09. Royalty Obligations.  Licenses and rights, the grant of which by





              --------------------                                             Grantor or the exercise of which by Grantee would make Grantor liable to third parties for royalties or other payments, shall be granted only upon agreement in writing of the Grantee to pay an appropriate portion of such royalties or make such other payments.

Section 6.10. Patent Information.  Each Party shall, upon written request from               -------------------                                              the other Party sufficiently identifying any Patent by country, number and date of issuance, inform such other Party of the extent to which any such Patent is available for licensing under the Patent License.  If the license or rights under any such Patent are restricted in scope, or are subject to payments according to Section 6.09, a statement of the nature of any such restrictions or payments shall, on request, be provided within a reasonable time.

Section 6.11.  Duration of Cross Licenses.                ---------------------------

(a) The Patent License shall commence on the Effective Date hereof (except as     provided in Section 6.12) and shall continue for the Patent License Term     unless terminated as provided in Article X or Section 6.06.  Notwithstanding     the expiration of the Patent License Term, the rights and licenses granted     hereunder shall continue for the entire terms that the Entrust Patents or     the NTL Patents, as the case may be, are in force or for that part of such     terms for which the Grantor has the right to grant such rights and licenses.     Notwithstanding any other provision in this Agreement, the Patent License     shall terminate immediately upon ETI ceasing to be a Subsidiary of NTL.

(b) Subject to the other sections of this Article VI, any termination of the     licenses and rights granted to one Party and its Subsidiaries under the     Patent License shall not affect the licenses and rights granted to the other     Party and its Subsidiaries.

(c) Notwithstanding the foregoing provisions of this Section 6.11, the Patent     Licenses shall, for the patents owned or by a party, terminate as provided     for in Section 6.11(a) or ten years from the Effective Date, whichever is     later.

                                       9

  Section 6.12.  Changes to Subsidiaries.                ------------------------

(a) New Subsidiaries.  Any rights or license granted under this Article VI to a     -----------------                                                               corporation or other legal entity which becomes a Subsidiary of a Party at a     date later than the Effective Date shall become effective as of the date     upon which such corporation or other legal entity becomes a Subsidiary of     such Party.

(b) Former Subsidiary.  When a Subsidiary of either ETI or NTL ceases to be a     ------------------                                                            Subsidiary and holds any Patent under which a Grantee is licensed pursuant     to the Patent License, such Grantee shall be entitled to exercise such     rights and licenses for the full term of the Patent (or for that part of the     term that the Grantor has the right to grant such rights and licenses).     When a Subsidiary of ETI or NTL ceases to be a Subsidiary of such Party, any     license granted to such Subsidiary in or pursuant to the Patent License     shall terminate on the date that such Subsidiary ceases to be a Subsidiary.

Section 6.12.  Restraint on Claims.  Each Grantor undertakes not to assert any                --------------------                                            claim for Patent infringement with respect to use and maintenance of Licensed Products against any end user, customer or distributor of Grantee, or any subsequent vendee, lessee, or transferee to the extent the Licensed Products have been acquired from Grantee after the Effective Date and are used for the purpose for which they predominantly have been made (without modification or amendment).

Section 6.13. Patent License Limitations.  Neither Party makes any               --------------------------                           representations, extends any conditions or warranties of any kind or assumes any responsibility whatever with respect to the Patent Licenses other than the licenses, rights and representations expressly granted in this Article VI; in particular, unless the Parties or their Subsidiaries have expressly agreed otherwise, neither Grantor warrants that Licensed Products made, used, sold, disposed of, leased or licensed for use by Grantee, or Licensed Services provided by Grantee, do not infringe Patents or other intellectual property rights of third parties.

                                  ARTICLE VII                           COORDINATION OF CONTRACTING                           ---------------------------

Section 7.01 Compliance with Nortel Policies.  For so long as ETI remains a              --------------------------------                               Subsidiary of NTL, Entrust shall not take any action or enter into any commitment or agreement which may reasonably be anticipated based on notice from Nortel to result, with or without notice and with or without lapse of time or otherwise, in a contravention or event of default by any Nortel Entity of (i) any provisions of applicable law or regulation, (ii) any provision of NTL's certificate of incorporation or bylaws, (iii) any credit agreement or other material instrument binding upon Nortel, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over Nortel or any of its assets.





                                       10

  Section 7.02. Nortel Global Agreements. For so long as ETI remains a Subsidiary               ------------------------                                          of NTL, Entrust may purchase goods and services under agreements concluded by Nortel for the benefit of Subsidiaries of NTL.  Entrust shall comply in all material respects with the obligations required of it under such agreements for so long as Entrust benefits from those agreements.

                                  ARTICLE VIII                              INFORMATION EXCHANGES                              ---------------------

Section 8.01. Information. Subject to applicable law and privileges, each Party               -----------                                                       shall, to the extent legally permitted, provide the other Party with all information regarding itself and transactions under this Agreement that the other Party reasonably believes are required: (a) for the other Party to obtain the benefits provided for herein, and (b) to comply with the provisions of Section 7.01 and all applicable federal, state, county and local laws, ordinances, regulations and codes, including, but not limited to, securities laws and regulations.

Section 8.02. Confidential Information. Entrust and Nortel shall hold in trust               ------------------------                                         and maintain confidential all Confidential Information relating to the other Party. Confidential Information shall mean all information disclosed by either         ------------------------                                                 Party to the other in connection with this Agreement whether orally, visually, in writing or in any other tangible form, and includes, but is not limited to, technical, scientific, economic and business data, business plans, and the like, but shall not include (i) information which becomes generally available other than by release in violation of the provisions of this Section 8.01, (ii) information which becomes available on a non-confidential basis to a Party from a source other than the other Party, provided the Party in question reasonably believes that such source is not or was not bound to hold such information confidential, (iii) information acquired or developed independently by a Party without violating this Section 8.02 or any other confidentiality agreement with the other Party and (iv) information that any Party reasonably believes it is required to disclose by law, provided that it first notifies the other Party of such requirement and allows such Party a reasonable opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. Without prejudice to the rights and remedies of either Party, a Party disclosing any Confidential Information to the other Party in accordance with the provisions of this Agreement shall be entitled to equitable relief by way of an injunction if the other Party breaches or threatens to breach any provision of this Section 8.02.

Section 8.03.  Information Exchanges.  The disclosing Party makes no                ----------------------                                representations, does not warrant, and shall have no liability whatsoever in respect of any information disclosed by it pursuant to this Agreement.

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                                     ARTICLE IX                                OTHER COOPERATION                                -----------------

Section 9.01.  Cogent.  NTL acknowledges that the agreement between NTL and               --------                                                      Nortel Limited dated 17 March 1995 as set forth in Exhibit E (the Cogent Agreement) shall be terminated by NTL, without liability to Entrust, except that Entrust shall, for reasonable consideration from Nortel, make all commercially reasonable efforts to assist Nortel to perform, in accordance with the terms of the Cogent Agreement, any agreement made or any bid submitted pursuant to the Cogent Agreement prior to the Effective Date.

Section 9.02. PDSO.  Entrust acknowledges that NTL will be holding inventory of               -----                                                             PDSO as of the Effective Date.  Entrust shall, to the extent it requires further PDSO equipment endeavor to acquire such equipment from NTL, subject to the negotiation in good faith of commercially reasonable terms and condition of supply.

                                   ARTICLE X                               TERM AND TERMINATION                               --------------------

Section 10.01. Term. Except as otherwise provided in this Agreement, this                ----                                                       Agreement shall terminate on the later of (i) the third anniversary of the Effective Date or (ii) the date on which ETI ceases to be a Subsidiary of NTL.

Section 10.02. Termination.                -----------

(a)  Termination for Cause.  In the event of any  material breach of this      ----------------------                                                   Agreement by either Nortel or Entrust, the non-breaching Party may terminate     this Agreement by giving sixty (60) days' prior written notice to the other     Party; provided, however, that this Agreement shall not terminate if the     other Party has cured the breach prior to the expiration of such 60-day     period, or if such breach can not be cured within such sixty 60-day period,





    the other Party has initiated actions to cure such breach within such sixty     60-day period, and thereafter cures such breach as soon as reasonably     practical.

(b) Termination for Insolvency.  Either Party may terminate this Agreement in     --------------------------                                                    the event the other Party: (i) admits in writing its inability to pay its     debts generally as they become due; (ii) commits an act of bankruptcy, (iii)     files a notice of intention to make a proposal under the Bankruptcy and     Insolvency Act, commences proceedings under the Companies' Creditors     Arrangement Act, or otherwise seeks a reorganization, adjustment or     composition under applicable bankruptcy laws or any other similar law or     statute of any relevant jurisdiction; (iv) enters into an assignment,     arrangement or composition for the benefit of its creditors; or (v) consents     to the appointment of a receiver or receiver-manger of itself or of the     whole or any substantial part of its property.

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  Section 10.03. Effect of Termination.                ---------------------

When this Agreement expires or terminates, the following provisions shall remain in effect:

(a)  NTL Technology.  the provisions of Article II shall survive until they      ---------------                                                             expires in accordance with the provisions of Section 2.01 unless this      Agreement is terminated for cause pursuant to Section 10.02 arising from      breach of Article II;

(b)  Enterprise License, Reseller Agreement and Source Code License.  the      ---------------------------------------------------------------           Enterprise License, Reseller Agreement and Source Code License shall       survive for the term provided therein subject to any right of early      termination provided therein;

(c)  Patent Licenses.  the provisions of Article VI shall survive until      ----------------                                                        expiration in accordance with the provisions of Article VI, unless this      Agreement is terminated for cause pursuant to Section 10.02 arising from      breach of Article VI; and

(d)  Other Provisions.  the provisions of Articles VIII, XI and XII shall       -----------------                                                          survive any termination.

                                   ARTICLE XI                               LIMITS OF LIABILITY                               -------------------

Section 11.01. Enterprise License, Reseller Agreement, Source Code License.  The                ------------------------------------------------------------      liability of either Party arising from breach of either the Enterprise License, the Reseller Agreement or the Source Code License shall be governed exclusively by the terms of the applicable agreement or license.

Section 11.02. No Other Obligations.  Neither Party makes any representations,                --------------------                                            extends any conditions or warranties of any kind or assumes any responsibility whatever except as expressly provided herein.

Section 11.03. Limitation on Types of Damages.  Except for breach of Article                -------------------------------                               VIII and for Article XII, in no event shall either Party be liable to the other Party for any indirect, incidental and/or consequential damages resulting from a breach of this agreement, including without limitation lost business, lost savings, and lost profits even if the breaching Party has been advised of the possibility of the occurrence of such damages.  In no event shall either Party be liable for any special or punitive damages arising from breach of this Agreement.

Section 11.04. Monetary Limit.  For any cause of action arising under this                ---------------                                             Agreement, Nortel's liability to Entrust, and Entrust's liability to Nortel shall not exceed U.S.$5,000,000.  Notwithstanding the foregoing, each of Nortel's and Entrust's liability to the other Party for breach of Article II shall not exceed U.S.$10,000,000.

                                       13

                                    ARTICLE XII                                  MISCELLANEOUS                                  -------------

Section 12.01. Notices. All notices authorized or required to be given pursuant                -------                                                          to this Agreement shall be given in writing and either personally delivered to the Party to whom it is given or delivered by an established delivery service by which receipts are given or mailed by registered or certified mail, postage prepaid, or sent by electronic telecopier, addressed to the Party at the following addresses.  Any Party may change its address for the receipt of notices at any time by giving notice thereof to the other Party, in which event this Agreement shall be amended accordingly.





(a)  If to NTL:  Northern Telecom Limited                  8200 Dixie Road, Suite 100                  Brampton,  Ontario                  L6T 5P6                  Attention:  Corporate Secretary

                 Fax No.:  905 863 8425

(b)  If to ETI:  Entrust Technologies Inc.                  2 Constellation Court                  Nepean,  Ontario                  K2G 5J9                  Attention: President                  copy:  Secretary

Section 12.02. Entire Agreement. This Agreement embodies the complete Agreement                ------ ---------                                                 and understanding of Entrust and NTL with respect to the subject matter hereof. This Agreement supersedes all prior agreements and understandings among the Parties hereto with respect to the subject matter hereof.

Section 12.03. Modification. No change or modification of this Agreement shall                -------------                                                   be of any force unless such change or modification is in writing and has been signed by the duly authorized representatives of the Parties hereto.

Section 12.04. Waivers. No waiver of any breach of any of the terms of this                --------                                                     Agreement shall be effective unless such waiver is in writing and signed by the Party against which such waiver is claimed. No waiver of any breach shall be deemed to be a waiver of any other or subsequent breach.

                                       14

  Section 12.05. Severability. If any provision of this Agreement shall be held to                ------------                                                      be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.06. Governing Law. This Agreement shall be governed by and be                --------- ----                                            construed in accordance with the laws of the Province of Ontario, Canada.

Section 12.07. Waiver of Jury Trial. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE                ------ -- ---- -----                                              ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 12.08. Limitation on Rights of Others. No person other than a Party                ---------- -- ------ -- -------                              shall have any legal or equitable right, remedy or claim under or in respect of this Agreement.

Section 12.09. Assignment, etc.  Each Party's rights under this Agreement are                ----------------                                               personal to that Party and that Party shall not assign, sublet or otherwise transfer any right or interest under this Agreement to anyone, without the prior written consent of the other Party, which shall not be unreasonably withheld. Subject to the foregoing, this Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of, and be enforceable by, the Parties hereto and their respective heirs, administrators, executors, successors, and permitted assigns.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their authorized representatives.

NORTHERN TELECOM LIMITED                    ENTRUST TECHNOLOGIES INC.                                    By:  /s/ Peter W. Currie                    By:  /s/ John A. Ryan                                    Name:  Peter W. Currie                      Name:  John A. Ryan                                    Title:  Senior Vice President and           Title:  President         Chief Financial Officer

By:  /s/ David D. Archibald

Name:  David D. Archibald

Title:  Vice President and Deputy         General Counsel

                                       15
Example Output: 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?

Example Input: Exhibit 6.7 EXCLUSIVE DISTRIBUTOR AGREEMENT This Distributor Agreement (Agreement) is made and entered into this 17t h day of May, 2017 by and between SMART RX SYSTEMS, INC., a Florida corporation, with its principal place of business at Red Bug Lake Road, Suite 256, Winter Springs, Florida 32708, U.S.A. (Company) and A3 DEVELOPMENT GROUP, LLC, a Texas limited liability company, with its principal place of business at 17521 Highway 69 South, Suite 120, Tyler, Texas 75703 (Distributor). 1. DEFINITIONS: Background IP or Background Technology means existing Intellectual Property not generated in the course of the Company's Business and owned by Smart RX Systems, Inc. Business means the Business to be conducted by the parties as described in Section 2 of this Agreement. Code means the Internal Revenue Code of 1986, as amended. All references herein to sections of the Code shall include any corresponding provision or provisions of succeeding law. Company Marks shall mean those trademarks, service marks, logos and trade names specified in Exhibit A used by Company in its commercial activities related to the Products. Confidential Information means all proprietary information of Company or a third party disclosed on or after the date hereof by Company to Distributor in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is designated as confidential or proprietary, including, without limitation: technical data; methods; computer programs and related materials; product specifications; documentation; processes; inventions; products under development; sales; marketing; business and financial information; pro formas and projections; customer lists; internal memoranda; and correspondence. Customers shall have the meaning as set forth in Section 2.5. Intellectual Property means any Invention, Patent, trade secret, technical know-how, trademark, or work for which copyright protection is available under Title 17 of the United States Code. Invention means an invention patentable under Title 35 of the United States Code, or any patent on such an invention. Kiosk Location means each Pharmacy where the Pharmacy Kiosk is installed and operational. Medications means the inventory contained within each Kiosk Location.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 1 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





Operations Expense means all operating costs incurred in the operations of the Pharmacy (Wages, Taxes, and benefits of Pharmacist and or Pharmacy Tech, Liability Insurance of $100/month, miscellaneous expenses not exceeding $250/month, Fax, Phone, Internet, cost of supplies (Paper, cartridges, vials, vial caps, envelopes, prescription labels). The supplies costs are a flat fee of $0.75 per prescription filled). Operating costs exclude the cost of space and utilities. Patents mean all patents and applications relating to the Kiosk or resulting from any Inventions relating to the Smart Pharm Assist Kiosk™. Person means a natural person, corporation, limited liability company (LLC), Series LLC, partnership, succession, trust, estate, association or other form of legal entity. Physician(s) means any physician, physician group practice, or other health care provider identified by Distributor in writing to the Company as a potential user of the Smart Pharm Assist Kiosk™ in the Territory. Products shall mean the Company's Smart Pharm Assist Kiosk™ and associated documentation, inventions, software, application and processes. Regulations means any regulations adopted under the Code. Territory shall mean Exclusivity for the state of Texas, USA, and Exclusive Distribution opportunities in all other states (with either the Company or Distributor), except the state of Florida. 2. APPOINTMENT AND ACCEPTANCE: 2.1 Exclusive Appointment. Company hereby appoints Distributor as Company's exclusive Distributor for the State of Texas, and Distributor accepts the appointment and agrees to represent the Products within the Territory. Company agrees that no other Distributor will be appointed in any other state as a Distributor unless it is either the Company or Distributor, save and except for the state of Florida. 2.2 Marketing. Distributor agrees to use commercially reasonable efforts to market Company's Products in the Territory. Distributor agrees to include Company's trademarks, and the phrase Authorized Company Distributor, on all literature, marketing collateral, stationery and business correspondence in which the Products or related services are mentioned. 2.3 Direct Marketing. Company reserves the right to directly market and license Company products to customers within the state of Florida. 2.4 Promotion. Each party to this contract shall act in good faith towards the other in order to promote the business and meet the milestone targets and other goals of the Business Plan.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 2 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





2.5 Distributor Responsibilities. The primary responsibilities of the Distributor shall be as follows: (i) Marketing the Smart Pharm Assist Kiosk™ to Physicians, Physician group practices, Urgent Care Center, Freestanding Emergency Rooms, other retail convenience stores, other medical facilities, retailers (such as grocery stores (Brookshires), variety stores, (i.e., Family Dollar), medical office building owners, and other similar business in the Territory (collectively, Customers); and Smart Rx Reserves the right to market directly to Retailers nationally. (ii) Entering into pharmacy management services agreements (PMAs) with Customers in the Territory (similar in form as set forth on Exhibit B); (iii) Arranging to have Smart Pharm Assist Kiosk™ supplied to Customers in the Territory under various contractual arrangements with Customers, including lease agreements, joint ventures, license agreements, jointly owned entities or other such ventures, between Customers in the Territory (and may also include contractual relationships with the manufacturer of Smart Pharm Assist Kiosk™ and the Distributor); (iv) Except as otherwise provided by the applicable law, the debts, obligations and liabilities of both the Distributor and the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the party incurring such and neither Distributor, nor Company shall be obligated for any such debt, obligation or liability of the other party; (v) devotion of such time, energy, and skill on a regular and consistent basis as is necessary to distribute, promote the sale of, and sell the Products through all channels of distribution in the Territory in conformity with the Company's established marketing policies and programs; (vi) accurate representation and statement of Company policies to all potential and present customers; (vii) disclosure of any problems concerning Customers to the Company; (viii) Distributor has the sole right to bring in additional dealers under this Agreement. All new dealers will be compensated by A3 Development Group, LLC. 3. SERVICES PROVIDED BY COMPANY: 3.1 Purchasing of medications, vials, labels and other items for Customers in the Territory needed to supply prescription and over the counter (OTC) medications to be dispensed via the Smart Pharm Assist Kiosk™. 3.2 Management and training services to be rendered to all employees of the Pharmacy.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 3 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





3.3 Coordinate installation, training, support, and maintenance of the Smart Pharm Assist Kiosk™. 3.4 Locating and hiring services of one or more pharmacists to support medication dispensing via the Smart Pharm Assist Kiosk™ at locations of the Customers in the Territory who contract with Smart RX Systems, Inc. 3.5 All related operating support. 3.6 All inventory and purchasing management, and all accounting and financial activities including the preparation of Profit & Loss Statements for each Kiosk Location on a monthly basis. 3.7 Profits from the operation of the Business shall be calculated according to the methodology set forth in Section 4.1 or as otherwise mutually agreed upon in writing by the parties. 3.8 INTENTIONALLY LEFT BLANK. 3.9 Sales and Marketing Plans. From time-to-time, but in no event less frequently than annually, Company and Distributor will negotiate in good faith mutually acceptable sales and marketing plans (Plans) for Distributor for each twelve-month period corresponding to the Distributor's fiscal quarter, which Plans may include revenue targets and other specific performance obligations of Distributor. The initial Plan will be established by the parties written ninety (90) days following the effective date of this Agreement and incorporated by reference into this Agreement as a new Exhibit C to this Agreement. This Plan shall be reviewed by the parties each year. 3.10 The Company agrees that it shall: (i) comply with the laws and regulations that govern its business; (ii) carry reasonable amounts of insurance, whether through self-insurance or otherwise, to cover its responsibilities with respect to indemnification under Section 9 below. The Distributor shall have the right to examine the Company's insurance policies on request; (iii) provide reasonable assistance in answering any questions the Distributor may have about the Products; (iv) provide the Distributor with merchandising assistance from time to time in the form of advertising programs, promotions, manuals, product and sales training, and sales promotions;

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 4 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





(v) cooperate with the Distributor and its dealers in providing advertising and promotion of the Products through the Territory; 3.11 Product Recalls. If the Company (or any Pharmaceutical Manufacturer) recalls any Products dispensed by the Kiosk, Smart RX Systems, Inc. will immediately contact the Pharmacist at the location to remove the recalled products and contact the customers. 4. PAYMENT: 4.1 Payment. Payment to the Distributor for the sale of the Products to Customers shall be as follows: (i) Company will pay Distributor (or its Assignee) Ten Percent (10%) of the Master Distributor Override generated by each Customer Kiosk Location. (Master Distributor Override (MDO) shall mean Total Revenue per Customer Kiosk Location collected by SRXS from third party payors and patient cash payments). This 10% of the total revenue generated is payable only if the EBITDA is a positive EBITDA and exceeds the 10% of the revenue. In cases of a positive EBITDA but shortage of funds compared to the 10% of the revenue, Distributor will take less than 10%. If the EBITDA is negative, no payments will be made to Distributor. Additionally, it will be the sole responsibility of Distributor to make a full disclosure of the 10% MDO to all its clients. (ii) The MDO will be payable within ninety (90) days from the date of the transaction (First Month payable by the end of ninety (90) days from the end of the month). (iii) For each Customer Kiosk contracted and implemented by Distributor, Company shall also pay a management fee of 40% of Net Income (Net Income for this purpose is defined as EBITDA less percentage paid to the client. The balance is then split 40%/60% to A3 Development Group, LLC and Smart RX Systems, Inc. respectively). Net Income is defined as total Customer revenue collections less all incurred expenses, and is the distributable cash generated by each Customer location. These payments will also follow the payment policy outlined in 4.1 above. (iv) The Payment(s) to Distributor or its Assignee, as set forth herein, shall be further set forth in each Class A Series Agreement, along with the respective ownership interest for both the Company and the Distributor (or its Assignee) for each respective Kiosk Location which shall have its own separate Series, as defined by the Texas Business Organizations Code for Series Limited Liability Companies, and as set forth in the Company's Operating Agreement. (v) The Payments set forth in Section 4.1(i) and 4.1(iii) above will reflect the following:

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





The Parties further agree that to the extent a Pharmacy Kiosk is located in a medical facility that is subject to the Stark Law (or similar State Stark Law), that such medical facility may not be able to fulfill any Federal Healthcare Program (FHP) (Medicare, Medicaid, Tricare) prescription, but rather the Pharmacy Kiosk will bill such FHP prescriptions through a separate billing system. The Parties cannot share such FHP revenues with the Healthcare Facility Investors who are subject to the applicable Stark Laws, but Company and A3 Development Group, LLC shall share in the EBITDA on a 60/40 basis respectfully. 4.2 Method of Payment. Payments shall be made according to such methods as may be designated or agreed to by the Parties from time to time. 4.3 Expenses. Each party shall be responsible for their respective expenses incurred under this Agreement and shall be responsible for all taxes based on its own net income. 4.4 U.S. Currency. All payments under this Agreement shall be made in lawful United States currency. Due to the fact that no retail model has been developed to date, the retail agreement will be a separate agreement. 4.5 Auditable Records. Each Party shall keep true, accurate and consistent records containing regular entries relating to the disposition of the Products, distributed reproduced or maintained in inventory by each respective Party. These records shall be available for examination during normal business hours by accountants representing the other Party, who shall be entitled to perform an audit and to make copies and extracts, and receive any explanations that may reasonably be requested. Each Party is responsible for payment of the accountant's fee, except that the other Party shall be responsible for such fees in the event the examination disclose a discrepancy in a Party's favor of more than five percent (5%) of the payments due under this Agreement. 4.6 Quarterly Reports, Distributor agrees to provide Company, within thirty (30) days after the end of each calendar quarter, with a report depicting sales and sales leads, including volume projections. Distributor shall commence providing Company such reports within thirty (30) days following the end of the calendar quarter in which this Agreement is executed. 5. INTELLECTUAL PROPERTY RIGHTS: 5.1 License. For the term of this Agreement, Company grants Distributor a limited, revocable, non-transferable, non-exclusive license under Company's copyrights to use the Company Products at Distributor's facilities in the Territory solely for marketing and support purposes directly related to the performance of its duties under this Agreement. Except as may be reasonably necessary for marketing and technical support purposes, Distributor shall not duplicate or otherwise copy any Products without express written permission from Company. All Products shall be reshipped by Distributor exactly as delivered by Company, and may not be modified in any manner by Distributor.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 6 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





5.2 Ownership of Technology. Except for the limited license granted in subsection 5.1 above, Distributor acknowledges and agrees that Company or its licensors own and will continue to own all right, title, and interest in and to the Products, including all copyright rights (including rights in audiovisual works), moral rights, patent rights (including patent applications and disclosures), rights of priority and trade secret rights recognized in any country or jurisdiction of the world, regardless of whether the Products are separate or combined with any other products, programs, or data. Company may, at its option, provide Distributor with copies of the Products for demonstration purposes, ill such cases, the demonstration products shall remain the property of Company and may not be duplicated, resold, lent, leased, given away or otherwise distributed. Distributor agrees to return aforesaid software at its expense upon written request from Company or at the termination of this agreement. 5.3 Notices. Distributor agrees not to alter, erase, deface or overprint any trademark, copyright and other notices of proprietary rights included by Company on or in Products. 5.4 Ownership of Marks. The Company Marks are the exclusive property of Company. Distributor has paid no consideration for the use of Company's trademarks, logos, copyrights, trade names or designations, and nothing contained in this Agreement shall give Distributor any interest in any of them. Distributor may use the Company Marks in marketing the Products but such use does not confer any right, title or interest in the Company Marks or in any of the Products. Distributor acknowledges that Company owns and retains all copyrights and other proprietary rights in all the Products, and agrees that it will not at any time during or after the term of this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, trade name, copyright or logo belonging to or licensed to Company (including without limitation any act, or assistance to any act, which may infringe or lead to the infringement of any copyright in the Products). Distributor agrees not to attach any additional trademarks, logos or trade designations to any Product. Distributor further agrees not to affix any Company trademark, logo, or trade name to any non-Company product. Distributor shall not register any Company Marks with any government authority or agency. All rights to use such Company Marks shall cease upon expiration or termination of this Agreement. 5.5 Infringement Enforcement. Distributor agrees to use its best efforts to cooperate in Company's efforts to protect its proprietary rights. Distributor agrees to immediately notify Company of any known or suspected breach of Company's proprietary rights that comes to Distributor's attention. 5.6 Ownership of Intellectual Property, Company shall retain ownership of its respective Background IP that each owned prior to this partnership and nay other IP developed during this marketing relationship. 6. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION: 6.1 Generally. It may be necessary during the performance of this Agreement for Company to disclose to Distributor Confidential Information. Distributor agrees to use the same degree of care to protect the confidentiality of the Confidential Information and to prevent its unauthorized use or dissemination as it uses to protect its own confidential information of a similar nature. Distributor agrees to use the Confidential Information only for purposes directly related to the performance of this Agreement. All Confidential Information remains the property of Company or the relevant third party, and no license or other rights to Confidential Information is granted or implied hereby. Company acknowledges Distributors value for identifying and contracting Customers and will not circumvent Distributor in any manner relative to its relationships with existing customers or leads.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 7 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





6.2 Internal Procedures. Distributor shall secure and protect and shall make and keep only the minimum number of copies of any Confidential Information provided hereunder as may be required for technical or archival reasons, and will ensure that each copy is marked with a clearly legible confidentiality notice. Distributor shall restrict access to the Confidential Information to its bona-fide full-time employees, or consultants who have signed a non-disclosure agreement no less restrictive than terms of this Section, and who have a bona-fide need for such access. 6.3 No Derivative Developments. Distributor may not develop, market, license, sell or otherwise distribute any products derived in part or whole from the Confidential Information or Products or based on techniques revealed by Distributor's inspection of the Confidential Information or Products, except as expressly authorized by this Agreement. 6.4 Equitable Relief. Distributor consents to an injunction without bond or other equitable relief if sought by Company from a court of competent jurisdiction against the breach of the terms of this Section, in addition to any other legal or equitable remedies which may be available to Company. 6.5 Survival. Distributor's obligations under this Section shall survive any termination or expiration of this Agreement. 7. CONDUCT OF BUSINESS: 7.1 Reputational. Distributor will conduct all its business in its own name and in such manner as it may see fit. However, conduct which Company, in its discretion, deems detrimental to Company's image or reputation, shall be grounds for termination of this Agreement, upon reasonable notice and the failure to cure such behavior by Distributor. 7.2 Public Access. Distributor shall maintain publicly accessible facilities, including offices, a Website and toll-free telephone number within the Territory, and shall use its best efforts and devote such time as may be reasonably necessary to promote the sale of the Products within the Territory. 7.3 No Partnership or Agency. Nothing in this Agreement shall be construed to constitute the Distributor as the partner, employee or agent of Company, nor shall either party have any authority to bind the other in any respect, it being intended that each shall remain an independent contractor responsible only for its own actions. Distributor will pay all expenses of its office and activities and be responsible for the acts and expenses of its employees.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 8 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





8. MARKETING MATERIALS: Company will provide Distributor with reasonable amounts of Company's standard marketing literature for Distributor's use in marketing the Products. Distributor may reproduce exact copies of such materials for such use. 9. REPRESENTATIONS AND WARRANTIES, LIMITATION OF LIABILITY, INDEMNIFICATIONS: 9.1 Distributor Representations. Distributor represents and warrants that it is a limited liability company organized and in good standing under the laws of the State of Texas. 9.2 Company Representations. Company represents and warrants that it is a corporation organized and in good standing under the laws of the State of Florida. 9.3 Disclaimer of Warranty. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO PERFORMANCE OF COMPANY PRODUCTS OR AS TO SERVICE TO DISTRIBUTOR OR TO ANY OTHER PERSON, EXCEPT AS SET FORTH IN ANY COMPANY OR END USER LICENSE AGREEMENT FOR SUCH COMPANY PRODUCTS. 9.4 No Implied Warranties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. 9.5 Indemnification by Company. Company represents that it has sufficient right, title and interest in the Products and business processes to make this Agreement. Company agrees to defend at its expense any claim, suit or action against Distributor or any Company Licensee based on a claim that Company does not have sufficient right, title, and interest in the Products as furnished by Company, or that the Products as furnished by Company infringe on any Berne Convention copyright, United States or European patent, license, trade secret or other proprietary rights, and to pay the amount of any settlement, award, or the costs and damages finally awarded after appeal, if any, in any such claim, suit or action, provided (i) that Company is notified promptly in writing of any notice of claim or of threatened or actual suit; (ii) at Company's request and expense Company is given assistance for the defense of same; and (iii) the alleged infringement is not based upon the use of the Products in a manner prohibited under this Agreement, in a manner for which the Products were not designed, or in a manner not in accordance with the Products' specifications. 9.6 INTENTIONALLY LEFT BLANK. 9.7 Representations and Warranties. Each party (a Representing Party represents and warrants to the other party that:

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





(i) It (1) has the power and authority and the legal right to enter into this Agreement and perform its obligations hereunder and (2) has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. (ii) This Agreement has been duly executed and delivered on its behalf and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity. (iii) It is not aware of any pending or threatened litigation (and has not received any communication) that alleges that its activities related to this Agreement have violated, or that by conducting the activities as contemplated herein it would violate, any person's intellectual property rights. (iv) All necessary consents, approvals, and authorizations of all regulatory and governmental authorities or other persons required to be obtained by it in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder have been obtained. (v) The execution and delivery of this Agreement and the performance of its obligations hereunder (1) do not conflict with or violate any requirement of applicable law or regulation or any provision of its articles of incorporation, bylaws, limited partnership agreement, or any similar instrument, as applicable, in any material way, and (2) do not conflict with, violate, or breach or constitute a default or require any consent under, any contractual obligation or court or administrative order by which it is bound. (vi) It is duly organized and in good standing under the laws of its respective state of organization, and has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement. (vii) In the event of any dispute, any deadlock among both parties, or any claim, question, or disagreement arising from or relating to this Agreement or the interpretation, performance or breach thereof, the Parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to the parties. (viii) If any dispute, any deadlock among the Parties, or any claim, question, or disagreement arises out of or relates to this Agreement, or to the interpretation, performance, or breach thereof, and if the dispute or deadlock is not resolved through negotiation, all such disputes, deadlocks, claims, questions, or differences shall be finally resolved by arbitration in Orlando, Florida.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 10 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





10. ARBITRATION: Any dispute arising over the terms and conditions of this Agreement or in any manner relating to this Agreement which the parties are unable to resolve informally between themselves or by mediation shall be submitted, upon the motion of either party, to arbitration under the appropriate rules of the American Arbitration Association (AAA). All such arbitration proceedings shall be administered by the AAA and held in Dallas, Texas. The parties agree that the decision of the arbitrator shall be final and binding as to each of them. The AAA administrative fee shall be advanced by the party initiating the proceeding, but shall be subject to final apportionment by the arbitrator. The arbitrator's fee shall be shared equally by the parties. The arbitrator's award may be enforced in any court having jurisdiction thereof. Prior to invoking arbitration, the parties will make a reasonable effort to settle any dispute in an informal and expeditious manner. The parties separately and specially agree that if either shall contend that this Agreement is invalid or that grounds exist for its rescission or cancellation, that any dispute concerning such contention shall be submitted to arbitration in the manner provided in this section. Each party shall bear such party's own attorneys' fees in any arbitration proceeding; however, if either party commences an action in court to compel arbitration, enforce an arbitration award, or otherwise seek by judicial means to secure compliance with the arbitration provisions of this Agreement, then the prevailing party shall be entitled to recover from the losing party the prevailing party's reasonable attorneys' fees and costs of suit incurred for such purpose. 11. TRAINING: Company will schedule and provide training classes regarding Company products for Company Pharmacists and Pharmacy Technicians. 12. TERM OF THE AGREEMENT: 12.1 Generally. This contract shall remain in effect initially for the five (5) year term (Initial Term) from the date signed and shall be automatically extended for one (1) year periods after the Initial Term (Renewal Term) unless (i) either party provides written notice of its intention not to renew the Agreement within 180 days prior to any Renewal Term; or (ii) this Agreement is otherwise terminated pursuant to the terms of this Section 12. 12.2 Termination for Cause. In addition to termination under Section 12.1, either party may terminate this Agreement by giving written notice to the other party: (i) if the other party fails to perform or comply with this Agreement or any provision thereof (subject to the cure period described below); or (ii) if the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes the subject of a petition under any bankruptcy act. Termination by Company under this Section 12.2 shall be effective sixty (60) days following Company's giving of notice to Distributor if the occurrence giving rise to the right of termination has not been cured, or immediately in the event of a breach of Section 6 regarding Non-Disclosure of Confidential Information or Section 7.1 regarding conduct injurious to Company's reputation.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





12.3 The rights and remedies of Company provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law or this agreement. 13. OBLIGATIONS AFTER TERMINATION: In the event that this Agreement is terminated for any reason, both Parties acknowledge that there are certain obligations that they are required to fulfill, therefore the Parties agree that, upon termination of this Agreement: 13.1 Distributor Obligations. Distributor shall: (i) pay all valid outstanding and final invoices issued by Company within thirty (30) days after termination is effective; (ii) immediately cease all distribution, duplication, and representation of the Products and marketing literature; (iii) immediately cease all use of any Company trademarks, and not there after use any mark which is confusingly similar to any trademark associated with any Product; (iv) immediately cease all representation of an existing relationship with Company; and (v) within thirty (30) days deliver to Company copies of all customer records (electronic, paper or otherwise) related to the Products. 13.2 Company Obligations. (i) Immediately cease all representation of an existing relationship with Distributor; (ii) All medication inventory is owned by Smart RX Systems, Inc. only; and (iii) Distributor shall continue to receive Net Income per Customer location for so long as Customer continues to utilize the Products. 13.3 No Use of Products. From and after termination Distributor shall not use internally or employ any of the Products or related materials as a part, portion, or basis of any product which Distributor shall use, sell, sublicense, assign, lease, loan, license or transfer to any third party. 13.4 Survival. The terms of Sections 5, 6, and 13-23 shall survive any termination or expiration of this Agreement. 14. NOTICES AND REQUESTS: Notices required under this Agreement shall be deemed given (i) when delivered in writing personally, (ii) when sent by confirmed telex or facsimile, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a commercial overnight carrier, with written verification of receipt. All communications will be sent to the addresses set forth below (or such other address as either party may subsequently designate):

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





Company: Smart RX Systems, Inc. Red Bug Lake Road, Suite 256 Winter Springs, Florida 32708 Distributor: A3 Development Group, LLC 17521 Highway 69 South, Suite 120 Tyler, Texas 75703 15. CONTROLLING LAW: 15.1 Generally. This Distributor Agreement shall be exclusively governed, construed, enforced and controlled by the laws of the United States of America and of the State of Texas. The parties agree that any controversy, claim, dispute, or disagreement arising under, out of, or relating to this Distributor Agreement shall be exclusively submitted for resolution exclusively to courts of competent jurisdiction located in the County of Orange, State of Florida, USA. Distributor consents and submits to the exclusive jurisdiction and venue of such courts for the resolution of such controversies, claims, disputes, or disagreements. 15.2 Service of Process. The Parties further agree that service of process in any such controversy, claim, dispute, or disagreement may be made by sending service by registered mail, return receipt requested, and the Parties expressly waive any other rights to service. If either party employs attorneys to enforce any rights arising out of or related to this Distributor Agreement, the party prevailing shall be entitled to recover reasonable attorneys' fees from the other party. 16. MODIFICATION OF THE AGREEMENT: This Distributor Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. It shall not be modified except by a written agreement dated even herewith or subsequent hereto signed on behalf of Company and Distributor by their respective duly authorized representatives. 17. SEVERABILITY; WAIVER; FORCE MAJEURE: 17.1 Severability. If any provision of this Agreement shall be found to be invalid or unenforceable for any reason, the remaining provisions nevertheless shall remain in full force and effect. 17.2 Waiver. Any waiver on the part of any parties hereto shall not imply the waiver of any other right or interest of such party, or any subsequent waiver. 17.3 Force Majeure. Except for failure to pay sums required under this Agreement, the parties hereto shall not be responsible for any failure or delay in the performance of any obligations hereunder caused by acts of God or the public enemy, flood, fire, natural disaster, war or preclusive acts of any governmental authority.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 13 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





18. ATTORNEYS' FEES: If either party employs attorneys to enforce any rights arising out of or related to this Distributor Agreement, the party prevailing shall be entitled to recover reasonable attorneys' fees and costs from the other party. 19. BINDING EFFECT: Subject to the limitations hereinbefore expressed, this Distributor Agreement will inure to the benefit of and shall be binding upon the parties, their successors, administrators, heirs, and assigns. 20. NATURE OF RELATIONSHIP: Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Distributor's relationship to the Company is that of an independent contractor. 21. NO IMPLIED WAIVER: The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation. 22. COUNTERPARTS/ELECTRONIC SIGNATURES: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature. 23. SEVERABILITY: Whenever possible, each provision of this Agreement, will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 14 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





24. HEADINGS: Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. IN WITNESS HEREOF, the parties have hereunto set their hands and seals as of the date stated at the beginning of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original for all purposes, and together shall constitute one and the same document. Telecopied signatures shall be relied on as original signatures in all respects. COMPANY: DISTRIBUTOR: SMART RX SYSTEMS, INC., A3 DEVELOPMENT GROUP, LLC, a Florida corporation a Texas limited liability company By: /s/ Sandeep Mathow By: /s/ Tracy W. Gunter Name: Sandeep Mathow Name: Tracy W. Gunter Title: Founder & CEO Title: Partner

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 15 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





Exhibit A Company Marks trademarks, service marks, logos and trade names

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 16 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





Exhibit B Example Pharmacy Management Services Agreements

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 17 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018





Exhibit C Sales and Marketing Plans

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 18 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018
Example Output: 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?

Example Input: Exhibit 10.5 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY […***…], HAS BEEN OMITTED BECAUSE ARTARA THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO ARTARA THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. SPONSORED RESEARCH AND LICENSE AGREEMENT This Sponsored Research and License Agreement (this Agreement) is entered into on November 28, 2018 (the Effective Date), by and between ArTara, Inc. located at 1 Little West 12t h Street, New York, NY 10014 (ArTara), and The University of Iowa, located at c/o Division of Sponsored Programs, 2 Gilmore Hall, Iowa City, IA 52242 (University). ArTara and University may individually be referred to herein as a Party, and collectively as Parties. WI T N E S S E T H: WHEREAS, ArTara is engaged in the development of pharmaceutical products for the treatment of serious rare diseases; WHEREAS, University is engaged in clinical research to improve the diagnosis and treatment of lymphangioma (LM) using OK-432 (as defined below), a pharmaceutical product not approved by regulatory authorities in the United States; WHEREAS, University is engaged in a clinical research Program (as defined below) and with Chugai Pharmaceutical Co., Ltd., 1-1 Nihonbashi 2-Chome, Chuo-ku, Tokyo, 103-8324 Japan, and its wholly-owned subsidiary, Chugai Pharma U.S.A, LLC 300 Connell Drive, Suite 3100, Berkeley Heights, New Jersey 07922 (collectively Chugai), the product manufacturer; WHEREAS, Principal Investigator (as defined below) of the Program is an employee of the University and holds the IND (as defined below) approved by the FDA (as defined below) for OK-432 under BB-IND#5266; WHEREAS, ArTara wishes to develop and submit for regulatory approval, TARA-002, a proposed product that will be biosimilar to OK- 432; WHEREAS, ArTara wishes to use the Program Data (as defined below) collected from the Program, conduct research analysis of the Data and potentially rely on said Program Data to support Regulatory Approvals (as defined below) for TARA-002 in the Territory (as defined below); and WHEREAS, the copying, review and analysis of Program Data for the Project (as defined below) contemplated by this Agreement is of mutual interest and benefit to University and ArTara. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, the Parties agree as follows: ARTICLE ONE DEFINITIONS 1.1 Affiliates of a person or entity means any other entity which (directly or indirectly) is controlled by, controls or is under common control with such person or entity. For the purposes of this definition, the term control (including, with correlative meanings, the terms controlled by and under common control with) as used with respect to an entity will mean (i) in the case of a corporate entity, direct or indirect ownership of voting securities entitled to cast at least fifty percent (50%) of the votes in the election of directors, or (ii) in the case of a non-corporate entity, direct or indirect ownership of at least fifty percent (50%) of the equity interests with the power to direct the management and policies of such entity, provided that if local law restricts foreign ownership, control will be established by direct or indirect ownership of the maximum ownership percentage that may, under such local law, be owned by foreign interests.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020





1.2 CRO means a contract research organization selected by ArTara to assist in the Project as approved by the University and/or Principal Investigator, such approval not to be unreasonably delayed or withheld. 1.3 FDA means the United States Food and Drug Administration. 1.4 Field means all therapeutic, diagnostic and prophylactic uses of the Product(s). 1.5 First Commercial Sale means the first sale for use or consumption for which revenue has been recognized of Product in a country or territory after all required Regulatory Approvals for commercial sale of Product have been obtained in such country or territory. 1.6 ICH-GCP's means the International Conference on Harmonization and Good Clinical Practice Guidelines as adopted in the applicable FDA regulations. 1.7 Indication means treatment of lymphangioma (also known as lymphatic malformations) in humans. 1.8 IND means University filed investigational new drug application on file with the FDA (BB-IND#5266) for OK-432 for the Indication. 1.9 Net Sales means, with respect to the Product, the gross invoiced sales price payable to ArTara and/or its Affiliates and their respective licensees and sublicensees for sales anywhere in the world of the Product to a third party, less: (a) discounts (including cash, quantity and patient program discounts), retroactive price reductions, charge-back payments and rebates granted to managed health care organizations or to federal, state and local governments, their agencies, and purchasers and reimbursers or to trade customers; (b) credits or allowances actually, not to exceed the original invoice amount, granted upon claims, damaged goods, rejections or returns of the Product, including the Product returned in connection with recalls or withdrawals; (c) freight out, postage, shipping and insurance charges for delivery of the Product if charged separately and include in the gross receipts; and (d) taxes or duties, excluding income taxes and value-added taxes, levied on, absorbed or otherwise imposed on the sale of the Product, including governmental charges otherwise imposed upon the billed amount, as adjusted for rebates and refunds, provided that such are included in gross receipts and are paid to and/or its Affiliates and their respective licensees and sublicensees.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020





Net Sales shall be determined in accordance with generally accepted accounting principles, consistently applied. 1.10 OK-432 means Picibanil (OK-432), a lyophilized mixture of group A Streptococcus pyogenes developed by Chugai and that has been approved by applicable Japanese pharmaceutical regulatory authorities for the treatment of the Indication. 1.11 Principal Investigator means Richard Smith, MD 1.12 Product shall mean TARA-002 and any similar products. 1.13 Program means collectively, the clinical research studies investigating the efficacy and safety of OK-432 for the Indication conducted by Principal Investigator in collaboration with multiple sites in the United States and the University expanded access program performed by Principal Investigator designed to improve the diagnosis and treatment of the Indication using OK-432. 1.14 Program Data means the data set forth on Exhibit A including all case reports forms, source data, and safety data in the possession of or available to University arising from the Program and any other data and information included in the IND. 1.15 Project shall mean the compilation and available statistical analyses of the Program Data as described in the Project Plan, which is summarized in Section 2.2. 1.16 Project Documentation shall mean the documentation created and generated by ArTara and CRO in the conduct of the Project that incorporates or is based upon Program Data. 1.17 Project Plan means the plan for the Project mutually agreed upon by the Parties as summarized in Section 2.2. 1.18 Right of Reference means the authority to rely upon, and otherwise use, an investigation for the purpose of obtaining Regulatory Approvals, including the ability to make available the underlying raw (source) data from the investigation for audit, if necessary. 1.19 Regulatory Approvals means the medical, technical and scientific licenses, registrations, authorizations and approvals (including without limitation, approvals of IND's, New Drug Applications (NDA's) and equivalents, supplements and amendments, pre- and post- approvals, pricing and third-party reimbursements approvals and labeling approvals) for the development and commercialization of pharmaceutical products. 1.20 Regulatory Authorities means any applicable national, regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity, necessary for the development, manufacture, distribution, marketing, promotion, offer for sale, use, import, export or sale of a pharmaceutical product in a regulatory jurisdiction. 1.21 Regulatory Filings means collectively, IND's, Product License Applications, Drug Master Files, NDA's, Biological License Applications (BLAs) including supportive and annual filings and/or any other equivalent or comparable filings as may be required by Regulatory Authorities to obtain Regulatory Approvals. 1.22 Royalty means the royalty on Net Sales of Product in the Indication, as set forth in Article Three below.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020





1.23 TARA-002 means the ArTara pharmaceutical product intended to be similar to or biosimilar to OK-432. 1.24 Territory means worldwide. ARTICLE TWO PROJECT 2.1 Performance of Project. The University and/or Principal Investigator together with ArTara and the CRO will conduct the Project in accordance with the Project Plan and will use all reasonable endeavors consistent with their expertise to successfully complete the Project. It is the goal of the Project to use the Program Data as clinical support for Product Regulatory Filings and to gain approval to commercialize the Product for the Indication in the Territory. 2.2 Project Plan. The Project Plan as approved by each of the Parties may be modified or amended only upon mutual agreement of each of the Parties. The Project will consist of three phases: (a) Phase I: University and/or Principal Investigator will provide access to the Program Data to ArTara and the CRO at the University's facilities. ArTara and the CRO will be allowed to make complete copies of the original Program Data for the purposes of off-site data entry and storage, all as and only to the extent needed to support ArTara's efforts to accomplish the Project. University will provide ArTara and CRO the opportunity to examine the originals of medical records and supporting records for the Program Data at the University during normal business hours and at mutually agreeable times. University and Principal Investigator will also provide to ArTara contact information for other participating investigators and research sites that have contributed data to the Program. University will retain all Program Data for the sooner to occur of a New Drug Application (NDA) for the Product being approved or ten (10) years from the Effective Date. ArTara will bear any costs related to necessary long-term on or off-site storage of the Program Data, medical records and/or supporting records. ArTara understands that separate engagement agreements may be required by collaborating third party entities and associated principal investigators and University will assist ArTara in obtaining such agreements. It is understood that the goal of Phase I is a feasibility analysis of the Program Data to support Regulatory Filings in the United States. (b) Phase II: University recognizes that because of ArTara's unfamiliarity with the Program Data database, assistance from the Principal Investigator and other research and medical employees of the University may from time to time be needed for ArTara to query and analyze the Program Data database as needed to achieve successful presentation to applicable Regulatory Authorities and submission of Regulatory Filings. ArTara will endeavor to minimize University resources required during Phase II. The goal of Phase II will be to compile the Project Documentation. (c) Phase III: CRO will convert Program Data to eCTD format for submission to Regulatory Authorities. University recognizes that ArTara may receive specific data requests from Regulatory Authorities in connection with ArTara's presentations of Program Data to support Regulatory Filings. University will assist ArTara in responding to such requests for data or access to source data from Regulatory Authorities. ArTara agrees to notify University of such requests as soon as is practicable. The goal of Phase III will be filing of a BLA based on Project Documentation and response to Regulatory Authorities.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020





(d) Phase IV Optional: Upon mutual written agreement of University and ArTara, ArTara may sponsor, and University may conduct, new Product or Product-related clinical studies (for example, follow-up studies) to support the goal of the Project or as may be useful for gaining or maintaining Regulatory Approvals for the Product for the Indication. Any such studies will be at the sole discretion of each Party subject to terms and conditions to be mutually agreed upon in agreements separate from this Agreement. Richard Smith, MD will be given first consideration as a principal investigator for all new Product or Product- related clinical studies, in addition to other sites provided final site selection will be based on the best interest of the Project. (e) Phase V: Publication: Collected data from the Project will be used to write a paper by the University and/or Principal Investigator (the Publication) as a follow up to the publication in 2009 (Smith MC, Zimmerman MB, Burke DK, Bauman NM, Sato Y, Smith RJ; OK-432 Collaborative Study Group. Efficacy and safety of OK-432 immunotherapy of lymphatic malformations. Laryngoscope. 2009Jan;119(1):107-15. doi: 10.1002/lary.20041. PubMed PMID: 19117316) .  ( the Publication). The Publication will be in accordance with the terms in Article 5 herein. 2.3 Project Management. During the term of this Agreement, the Principal Investigator and and/or his authorized representative and ArTara authorized representatives will meet as necessary to consult with one another and discuss the progress and results of the Project and any modifications to the Project Plan. Consultation by either Party shall be by means of personal visits, correspondence and telephone calls, all as appear reasonable and necessary and are mutually agreed upon by the Principal Investigator and ArTara. ARTICLE THREE FUNDING AND PAYMENT 3.1 Funding. During the term of the Project in accordance with the Project Plan, ArTara will provide thirty thousand dollars (US $30,000) per year in funding for the Project, taking into consideration the time spent by University employees required for the Project. The Parties agree to discuss in good faith potential additional funding required for completion of the Project as applicable and necessary. 3.2 Approval Milestone based on Data Value: Within forty-five (45) days of an approval of the TARA-002 BLA by the FDA, ArTara will pay a one- time approval milestone to University pursuant to the usefulness of the Program Data in TARA-002's BLA filing, as set forth below: Official Feedback from FDA regarding the Program Data Milestone […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] […***…] […***…]

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020





3.3 Royalties. Royalties will be payable by ArTara on Net Sales of Product in the Indication. ArTara will, no later than […***…] following the close of each calendar quarter, pay tiered Royalties based on annual Net Sales of Product in the Indication as set forth below:

Annual Net Sales of Product for the Indication Annual Royalty Rate Percent Net Sales

$0 - $25,000,000 1.75%

>$25,000,000 - $50,000,000 2.25%

>$50,000,000 2.50%

3.4 Royalty Reduction. In the event the Regulatory Authorities determine that the Program Data is not sufficient for Regulatory Approvals on its own and additional pediatric efficacy and safety clinical studies are required, Royalties set forth above will be reduced by […***…] percent ([… ***…]%). 3.5 Sales Milestone Payments. In the event that Annual Net Sales, as detailed in Section 3.3, surpass certain thresholds, ArTara will make the following payments no later than […***…] following the close of the calendar quarter in which each milestone is reached as set forth below:

Annual Net Sales of Product for the  Indication Exceeds Milestone Payment

$25,000,000 $62,500

$50,000,000 $62,500

$100,000,000 $125,000

3.6 Payments. All payments under Articles 3.2, 3.3 and 3.5 shall be sent to the following address: Checks will be sent to: The University of Iowa Research Foundation ATTN: Accounting 6 Gilmore Hall 112 North Capitol St. Iowa City, IA 52242-5500 Wire transfers will be sent to: […***…]

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020





ArTara will include the University of Iowa Research Foundation agreement number 2019- 068, a reference to Richard Smith, MD, ArTara Sponsored Research and License Agreement dated November 28, 2018 and purpose of payment with all payments. ArTara will add all applicable wire transfer fees to wire transfer payments. All other payments shall be sent to the following address: The University of Iowa c/o Grant Accounting Office 118 S. Clinton St. Iowa City, IA 52242 ARTICLE FOUR DATA AND INTELLECTUAL PROPERTY 4.1 Program Data and Project Documentation. (a) Program Data. Access to all original Program Data shall be provided to ArTara and the CRO at University's facilities in accordance with the Project Plan for the purposes of review and copying as and only to the extent needed to support ArTara's efforts to accomplish the Project. As between ArTara and the University, ownership of all Program Data is hereby retained by the University. (b) Project Documentation. All Project Documentation shall be owned by ArTara to the extent publishable in accordance with Section 5 herein, except that ownership of any and all Program Data incorporated into Project Documentation shall as between ArTara and the University remain with the University. University may use all Project Documentation without royalty obligation for patient care and for its own internal teaching, research, and educational purposes, for publication to the extent permitted under Section 5 herein, and for the purpose of complying with any federal, state, or local laws or regulations. All medical records that support the Program Data and Project Documentation shall remain the property of the University. 4.2 License. University hereby grants to ArTara an exclusive license to use the Program Data solely for the Project and in Regulatory Filings in the Field in the Territory. 4.3 Right of Reference and IND Assignment. University hereby grants to ArTara an exclusive Right of Reference to all Program Regulatory Filings by University in support of the Product. Upon written request of ArTara, University will assign the IND to ArTara. 4.4 Intellectual Property. All intellectual property or patentable inventions arising out of or in connection with the Project which is discovered or invented solely by the University and/or Principal Investigator shall be the exclusive property of the University (University Intellectual Property). All intellectual property or patentable inventions arising out of or in connection with the Project which is discovered or invented solely by or on behalf of ArTara shall be the exclusive property of ArTara. All intellectual property or patentable inventions arising out of or in connection with the Project that are discovered or invented jointly by Principal Investigator and ArTara shall be considered Joint Intellectual Property and shall be jointly owned by the University and ArTara.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020





ARTICLE FIVE CONFIDENTIAL INFORMATION; PUBLICATION 5.1 Confidentiality. During the term of this Agreement and for a period of seven (7) years after its termination or expiration each Party (the Receiving Party) shall maintain in confidence and, except as authorized by this Agreement, not use any know-how, data, processes, techniques, formulas, test data and other information disclosed by the other Party (the Disclosing Party) and which for any of the foregoing, if written, is marked Confidential by the Disclosing Party or, if verbal or visual, is identified in writing as Confidential at the time of disclosure and reduced to writing by the Disclosing Party within thirty (30) days of the verbal or visual disclosure (Confidential Information). 5.2 Exceptions. The obligations of confidentiality and non-use set forth in paragraph 5.1 shall not apply to the extent that it can be established by Receiving Party that the information: (a) was already known to Receiving Party without restriction at the time of disclosure; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure; (c) became generally available to the public or otherwise part of the public domain after its disclosure to Receiving Party through no breach of this Agreement by Receiving Party; (d) was disclosed to Receiving Party without restriction by a third party who had no known obligation to not to disclose such information; (e) was independently developed by Receiving Party without the use of Confidential Information; (f) was required to be disclosed by operation of law or court order; or (g) Disclosing Party gave prior written consent to Receiving Party to disclose such Confidential Information. 5.3 Return of Confidential Information. In the event the Disclosing Party requests in writing the return of Confidential Information, the Receiving Party shall return such Confidential Information to Disclosing Party with the exception of one copy, which may be retained for archival purposes. 5.4 Publication. The University and ArTara each agree to treat matters of authorship of the Publication in a proper collaborative spirit and following guidelines and policies in accordance with the University of Iowa's Operations Manual which may be found at: https://opsmanual.uiowa.edu/. It is anticipated that employees of the University will be first and senior authors on the Publication, but it is understood that final authorship will be determined in accordance with all applicable laws and regulations in publication practice, including Section 6002 of the Affordable Care Act a/k/a Sunshine Act and with ICMJE (International Committee of Medical Journal Editors) guidelines, standard scientific practice and journal guidelines. University and/or Principal Investigator shall provide ArTara with a copy of any proposed Publication for review and comment at least […***…] prior to submission thereof for publication. ArTara shall have […***…], after receipt of said copy to object to such proposed Publication because there is Confidential Information which needs protection. In the event that ArTara makes such objection, University and/or Principal Investigator shall refrain from submitting such Publication for a maximum of […***…] from date of receipt of such objection in order for ArTara to file patent application(s) directed to patentable subject matter contained in the proposed Publication. If in its review, ArTara identifies information it considers to be its Confidential Information, ArTara may require redaction of that Confidential Information; provided, however, that ArTara shall not require removal of information necessary for complete and accurate presentation and interpretation of the Program Data and results. The Publication shall occur within […***…] of the date the Project is closed or terminated, or University and/or Principal Investigator shall be free to publish Program Data and results at that time.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020





ARTICLE SIX REPRESENTATIONS; INDEMNIFICATION 6.1 Representations. University represents: (a) The Program is being, and has been, conducted in accordance with all applicable local, state and federal laws, and regulations, including, but not limited to, the Federal Food, Drug and Cosmetic Act and the regulations of the FDA, International Conference on Harmonization Good Clinical Practices as adopted in the applicable FDA regulations (GCP's), and the Form FDA 1572 Statements of Investigators. (b) The Program is being and has been conducted in accordance with all applicable medical privacy laws or regulations, including without limitation, by obtaining any required subject informed consent to allow ArTara and ArTara's authorized representatives, FDA and other Regulatory Authorities access to and use of enrolled subjects' medical information as may be necessary for ArTara to receive and use Program Data under this Agreement. (c) The clinical studies included in the Program are and have been conducted in accordance with the applicable protocol associated with the BB-IND#5266 held by the Principal Investigator. (d) University represents that informed consent was required from all individual subjects prior to enrollment in the Program, and that the Program was approved by the Institutional Review Board of the University. (e) University represents that it is authorized to enter into this Agreement and that the terms of this Agreement are consistent with the rules, regulations, policies and/or guidelines of University. (f) University represents that to the best of its knowledge and belief there are no outstanding agreements or assignments which are inconsistent with the rights granted to ArTara pursuant to Article Four. (g) The Parties shall commence performance of the Project promptly after the date of last signature of this Agreement and shall perform the Project in accordance with the current state of the laboratory research art and in accordance with applicable state and federal laws, including export laws, and regulations. (h) University represents to the best of its knowledge, all information provided to ArTara pursuant to this Agreement is accurate in accordance with ICH-GCP's. (i) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE UNIVERSITY MAKES NO REPRESENTATION AND EXTENDS NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. IN PARTICULAR, BUT WITHOUT LIMITATION, THE UNIVERSITY MAKES NO REPRESENTATION AND EXTENDS NO WARRANTY CONCERNING WHETHER THE PROGRAM DATA IS ACCURATE OR COMPLETE. THE PARTIES RECOGNIZE AND AGREE THAT ALL PROGRAM DATA, AND RELATED MATERIALS, DOCUMENTS, AND OTHER INFORMATION, THE UNIVERSITY MAKES AVAILABLE TO ARTARA AT ANY TIME IN CONNECTION WITH THIS AGREEMENT, ARE MADE AVAILABLE TO ARTARA AS AN ACCOMMODATION, AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE ACCURACY AND COMPLETENESS OF SUCH MATERIALS, DOCUMENTS, AND OTHER INFORMATION. ARTARA EXPRESSLY AGREES THAT ANY RELIANCE UPON OR CONCLUSIONS DRAWN FROM THE PROGRAM DATA SHALL BE AT ARTARA'S OWN RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SHALL NOT GIVE RISE TO ANY LIABILITY OF OR AGAINST THE UNIVERSITY. ARTARA HEREBY WAIVES AND RELEASES ANY CLAIMS ARISING UNDER THIS AGREEMENT, COMMON LAW OR ANY STATUTE ARISING OUT OF ANY PROGRAM DATA, RELATED MATERIALS, DOCUMENTS OR INFORMATION PROVIDED TO IT BY THE UNIVERSITY.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020





(j) University represents, to the best of its knowledge and belief, that neither it nor any of its officers, directors, employees involved in performing the Project is presently debarred pursuant to the Generic Drug Enforcement Act of 1992. University shall notify ArTara upon becoming aware of any inquiry or the commencement of any such investigation or proceeding. 6.2 Representations. ArTara represents and warrants: (a) It is a company duly organized, existing, and in good standing under the laws of Delaware; (b) The execution, delivery, and performance of this Agreement have been authorized by all necessary corporate action on the part of ArTara and the person signing this Agreement on behalf of ArTara has the authority to do so; (c) The making, exercising of any right, or performance of any obligation under this Agreement does not violate any separate agreement it has with a third party, and in so acting, ArTara will not breach the terms and conditions of this Agreement or fail to comply with applicable laws, regulations, and court orders; (d) It is not a party to any agreement or arrangement that would prevent it from performing its duties and fulfilling its obligations to the University under this Agreement; (e) It has and will maintain at the time specified in Article 7 herein, the insurance coverage called for in Article 7; (f) It will obtain any additional licenses from any third party needed to perform and fulfill its duties and obligations under this Agreement; and (g) There is no pending litigation and no threatened claims against it that could impair its ability or capacity to perform and fulfill its duties and obligations under this Agreement. 6.3 Indemnification by ArTara. To the extent permitted by law, ArTara agrees to defend, indemnify and hold the University of Iowa Research Foundation, the University, the State of Iowa, the University's Board of Regents, their respective affiliates, trustees, officers, directors, faculty, staff, students, successors, assigns, independent contractors, agents and employees including but not limited to Principal Investigator (University Indemnitees), harmless from and against any and all liability, loss, expense, reasonable adjudicated attorneys' fees, or claims for injury or damages arising out of the use of the Program Data by ArTara and its Affiliates and subcontractors including but not limited to the CRO involved in the Project, but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or acts or omissions of ArTara, its officers, agents, employees, subcontractors, the CRO or Affiliates.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020





6.4 No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT IN A DIRECT ACTION BETWEEN THE PARTIES FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS) SUFFERED BY THE OTHER PARTY. ARTICLE SEVEN INSURANCE 7.1 ArTara, Affiliates, and sublicensees will obtain and maintain commercial general liability insurance with a reputable and financially secure insurance carrier prior to clinical testing, making, using, importing, offering to sell, or selling any licensed Product or engaging in any other act involving any licensed Product or the patent rights, if such act could possibly create risk of a claim against University Indemnitees for personal injury or property damage. (a) The insurance will identify University Indemnitees as additional insureds and will provide that the carrier will notify University in writing at least […***…] prior to cancellation, non-renewal, or material change in coverage. Should ArTara fail to obtain replacement insurance providing comparable coverage within such […***…] period, University will have the right to termination this Agreement effective as of the end of the […***…] period without notice or any additional cure period. (b) The insurance will include coverage for product liability with a minimum of […***…] dollars ($[…***…]) per occurrence and [… ***…] dollars ($[…***…]) annual aggregate, coverage for contractual liability, clinical trials liability if any such trial is performed, bodily injury and property damage, including completed operations, personal injury, coverage for contractual employees, blanket contractual and products, and all other coverages standard for such policies. Such insurance will additionally include errors and omissions insurance with a minimum of […***…] dollars ($[…***…]) per occurrence. (c) Insurance policies purchased to comply with this Article Seven will be kept in force for at least […***…] after the last sale of licensed Product. 7.2 At University's request, such request to be made no more than annually, ArTara will provide University with a certificate of insurance and notices of subsequent renewals for its insurance and that of Affiliates extended rights under this Agreement and of sublicensees. 7.6 The specified minimum coverages and other provisions of this Article Seven do not constitute a limitation on ArTara's obligation to indemnify the University Indemnitees under this Agreement.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020





ARTICLE EIGHT TERM AND TERMINATION 8.1 Term. This Agreement may be terminated by ArTara upon thirty (30) days prior written notice to University. 8.2 Termination by Either Party. Either Party may terminate the Project and all commitments and obligations with respect thereto, subject to Section 8.3 herein, upon thirty (30) days written notice to the other Party. In the event of any termination of the Project by University, (a) University agrees to complete Phase I and II of the Project, and (b) ArTara will continue to provide annual funding until the completion of Phase II. Upon termination of the Project by ArTara this Agreement will terminate subject to Section 8.3 and ArTara will reassign to University the IND if assignment thereof previously occurred pursuant to Section 4.3. 8.3 Survival. Termination of the Project for any reason shall not relieve any Party of any obligation that accrued under this Agreement prior to termination. The provisions of Article Three, Article Four, Article Five, Sections 6.3 and 6.4, and Articles Seven through Nine shall survive termination of the Project by University. The provisions of Article Five, Sections 6.3 and 6.4, Article Seven, Section 8.3 and Article Nine shall survive termination of the Project and this Agreement by ArTara. ARTICLE NINE MISCELLANEOUS 9.1 Force Majeure. University will not be liable for any failure to perform as required by this Agreement, if the failure to perform is caused by circumstances reasonably beyond University's control, such as labor disturbances or labor disputes of any kind, accidents, failure of any governmental approval required for full performance, civil disorders or commotions, acts of aggression, acts of God, energy or other conservation measures, explosions, failure of utilities, mechanical breakdowns, material shortages, disease, thefts, or other such occurrences. 9.2 Publicity. No Party will use directly or by implication the name of any other Party, or the name of any employee thereof without prior written notification and agreement of the named Party for promotional, marketing or advertising purposes. Notwithstanding the foregoing, nothing herein shall prevent either Party from disclosing the existence of this Agreement, the identities of the Parties, or the basic nature and scope of the purpose of this Agreement. 9.3 Notices. Any Notice required to be given pursuant to this Agreement shall be made by personal delivery or, if by mail, then by registered or certified mail, return receipt requested, by one Party to the other Party at the following addresses. In the case of ArTara, Notice should be sent to: ArTara Therapeutics 1 Little West 12t h Street NY, NY 10014

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020





Attention: Jesse Shefferman In the case of University, Notice should be sent to: The University of Iowa c/o Division of Sponsored Programs 2 Gilmore Hall Iowa City, IA 52242 Attention: […***…] 9.4 Governing Law. This Agreement shall be governed by the laws of the State of Iowa. 9.5 Assignment. No Party may assign any rights under this Agreement or delegate any duties hereunder without the prior written consent of the other Party. 9.6 Independent Contractors. The relationship between ArTara and the University created by this Agreement shall be one of an independent contractor and no Party shall have the authority to bind or act as agent for the other Party. 9.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the Parties (whether written or verbal) relating to said subject matter. 9.8 Severability. Whenever possible each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but should any provision of this Agreement be held to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. However, if such provision is deemed significant and its invalidity would substantially alter the basis of this Agreement, the Parties will negotiate in good faith to amend the provisions of this Agreement to give effect to the original intent of the parties. 9.9 Waiver. No provision of this Agreement shall be waived by any act or omission of the Parties or their agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party. 9.10 Counterparts. This Agreement may be signed in any number of counterparts, including in PDF format, each of which shall be an original, with the same effect as though the signatures hereto and thereto were on the same instrument. 9.11 Section Headings. The recitals and descriptive headings of this Agreement are for convenience only and shall be of no force or effect in interpreting any of the provisions of this Agreement.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020





IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by an authorized official as of the day and year first above written. ARTARA THERAPEUTICS, INC. /s/ Jesse Shefferman By: Jesse Shefferman Title: Chief Executive Officer THE UNIVERSITY OF IOWA /s/ Wendy Beaver By: Wendy Beaver Title: Executive Director, Division of Sponsored Programs READ & ACKNOWLEDGED BY PRINCIPAL INVESTIGATOR /s/ Richard Smith By: Richard Smith, M.D. Title: Professor of Otolaryngology Head and Neck Surgery

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020





EXHIBIT A

PROGRAM DATA […***…]

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020
Example Output:
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?