In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

Exhibit 10.1

ENDORSEMENT AGREEMENT

THIS ENDORSEMENT AGREEMENT (Agreement) is made and entered into effective March 15, 2019 (the Effective Date) by and among, on the one hand, ABG-Shaq, LLC, a Delaware limited liability company (ABG) for the personal services of Shaquille O'Neal, (CELEBRITY), and, on the other hand, Papa John's Marketing Fund, Inc., a Kentucky corporation (PJMF), and Papa John's International, Inc. (PJI) (PJMF and PJI are, individually and collectively, PAPA JOHN'S). ABG and PAPA JOHN'S may hereinafter be referred to individually as a Party or collectively as the Parties.

WITNESSETH:

WHEREAS, CELEBRITY is recognized and known for his skills as an athlete, sports analyst, and celebrity personality;

WHEREAS, ABG, as successor in interest to CELEBRITY, is the exclusive rights holder throughout the world of certain rights to CELEBRITY'S name, image, and services, and has the authority to exploit such rights;

WHEREAS, PJMF is a corporation that pays for the national marketing of PJI and is licensed to use and sublicense its intellectual property;

WHEREAS, PAPA JOHN'S desires to acquire the right to use the Celebrity Endorsement (as defined below) in connection with the advertisement, promotion and sale of PAPA JOHN'S Products (defined below) and ABG agrees to grant such rights to PAPA JOHN'S and provide the services of CELEBRITY, all subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. As used herein, the terms set forth below shall be defined as follows:

A. Celebrity Endorsement shall mean the right to use, subject to the provisions hereof, CELEBRITY's name (including variations and derivations of the same), nickname, initials, autograph, voice, video or film portrayals, facsimile signature, photograph, trade name, likeness and image or facsimile image, or means of endorsement (not including video) (individually and collectively, the Personality Rights), in each case, solely as Approved (as hereinafter defined) by ABG, in connection with the advertising, promotion and sale of Products.

B. Contract Year shall refer to the period commencing on the Effective Date and ending the day before the one year anniversary of the Effective Date, and each successive twelve (12) month period thereafter during the term of this Agreement.

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





C. Competitive Products shall mean pizza intended primarily for carry-out or home delivery and prepared on the premises of a pizza carry-out/delivery restaurant, including but not limited to, pizza take and bake outlets, dine-in restaurants in which pizza is the principal food offering, and/or frozen pizza sold in grocery or mass merchandiser stores for in-home preparation.

D. Products shall mean PAPA JOHN'S-branded pizza, bread sides, and, subject to ABG's Approval in each instance, piadinas and desserts (excluding pastries, doughnuts, coffee and coffee-based products, energy drinks, 'hydration' frozen ice bars, 'energy' frozen ice bars, and 'recovery' frozen ice bars), in each case produced and sold by PAPA JOHN'S.

E. Territory shall mean Worldwide.

2. Term. Unless earlier terminated in accordance with the provisions hereof, the initial term of this Agreement (Term) is the Effective Date through March 15, 2022. The Agreement may be extended for one (1) year upon the parties' mutual agreement in writing, it being specifically understood the services to be performed by CELEBRITY (on behalf of ABG) and remuneration to ABG in connection with the same shall be negotiated in good faith.

3. Grant of Endorsement.

A. In consideration of the remuneration to be paid to ABG pursuant hereto and subject to the conditions and limitations contained herein, ABG grants to PAPA JOHN'S the non-transferrable, non-assignable, non-sublicensable, indivisible right and license solely during the Term of the Agreement and within the Territory to use the Celebrity Endorsement, in each instance, subject to ABG's Approval (as hereinafter defined). It is understood that PAPA JOHN'S shall not use the Celebrity Endorsement for any other purpose or in connection with any other items unless specifically permitted herein. Subject to the terms contained herein, PAPA JOHN'S and ABG agree and acknowledge that during the Term of this Agreement and for one (1) year thereafter, ABG shall be prohibited from granting any rights for CELEBRITY identical or similar to the rights granted to PAPA JOHN'S hereunder to any entity other than PAPA JOHN'S for the purpose of directly promoting, advertising, making an appearance on behalf of, or endorsing Competitive Products; provided, however, that in the event this Agreement is terminated pursuant to Section 7.B. of this Agreement, the prohibition referenced above shall be for a period of six (6) months, except that the prohibition shall referenced above shall not apply (or shall immediately cease to apply, as applicable) in the event of any one or more of the following: (i) the Agreement is terminated due to PAPA JOHN'S failure to pay to ABG any monies under this Agreement, as set forth herein, (ii) the Agreement is terminated due to PAPA JOHN'S failure to grant, issue, or cause to vest any of the RSUs (as hereinafter defined) under this Agreement, as set forth herein, (iii) PAPA JOHN'S failure to pay to ABG any monies under Section 7.D.a. or Section 7.D.b. of this Agreement, as set forth herein, or (iv) PAPA JOHN'S failure to grant, issue, or cause to vest any of the RSUs under Section 7.E.a. or Section 7.E.b. of this Agreement, as set forth herein.

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B. The parties acknowledge and agree that all materials produced by or on behalf of PAPA JOHN'S in connection with this Agreement and all elements thereof, including all advertising and promotional materials, trademarks, phrases, words, writing, dialogue, adlibs, music, titles or characters therein, but in all cases specifically excluding the Celebrity Endorsement and the Personality Rights (the Materials), shall be and remain the absolute and exclusive property of PAPA JOHN'S. Neither CELEBRITY nor ABG has any right, title, or interest, and agrees that neither will claim any, in or to the Materials. Except as otherwise provided herein, all the results of ABG's provision of CELEBRITY'S Services hereunder, including, but not limited to, Materials (but in all cases specifically excluding the Celebrity Endorsement and the Personality Rights), will be deemed a work made for hire under the provisions of the United States Copyright Act (17 U.S.C. Sec. 101) and will be owned by PAPA JOHN'S for all purposes. If any Materials created under this Agreement are not legally capable of being a work-made-for-hire under the applicable copyright laws, then all right, title, and interest in such Materials is hereby assigned to Papa John's and CELEBRITY or ABG will execute any documents consistent herewith necessary to perfect such assignment.

C. The Parties acknowledge that PAPA JOHN'S has no right, title or interest, and PAPA JOHN'S hereby agrees that PAPA JOHN'S will not claim any, in or to the Celebrity Endorsement, the Personality Rights, or any of CELEBRITY'S or ABG's other intellectual property rights. PAPA JOHN'S hereby acknowledges that PAPA JOHN'S exercise of the Celebrity Endorsement (including, without limitation, all uses of the Personality Rights) and all goodwill that is attached or may become attached to the foregoing shall inure solely to the benefit of ABG.

D. Approval Standard. For purposes of this Agreement, Approval (and all grammatical variations thereof, e.g., Approve, Approved, etc.) shall be defined as ABG's prior written approval, which may be given or withheld in ABG's sole discretion. ABG has the right to Approve all uses of the Celebrity Endorsement and the Personality Rights, whether by PAPA JOHN'S or any of its approved designees (including, without limitation, the use of the Personality Rights in connection with any and all Products and Materials. PAPA JOHN'S hereby agrees that: (A) no Materials may be released or exhibited publicly, in any manner, unless and until ABG has Approved the same, (B) all Materials must be re-submitted for Approval each time a revision is made incorporating any changes, and (C) ABG'S Approval of Materials hereunder is specifically limited to Approval of the use of the Personality Rights contained therein, and that to the extent any materials owned by third parties (e.g., logos, locations, individuals, music, etc.) (Third-Party Materials) are incorporated therein, PAPA JOHN'S shall be solely responsible for identifying such Third-Party Materials, and for obtaining an appropriate license from the owner(s) of such Third-Party Materials to secure all applicable rights to use and otherwise exploit such Third-Party Materials.

E. Approval Process.

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1. General. ABG shall respond to each initial request for Approval from PAPA JOHN'S (First Request) within three (3) days of ABG's receipt of such request (Approval Window); provided, however that ABG's silence or failure to respond to the First Request prior to the expiration of the Approval Window shall be deemed ABG's disapproval of the Materials contained in the First Request for Approval. In the event that ABG is silent with respect to, or fails to reply to, the First Request prior to the expiration of the Approval Window, then PAPA JOHN'S shall be entitled to submit a second (2nd) request for Approval of the same Materials included in the First Request (Second Request), with a copy of the Materials and the request to ABG's Legal Department (using the contact information set forth in Section 12.F. of this Agreement). In the event that ABG is silent with respect to, or fails to reply to, the Second Request within three (3) days of ABG's receipt thereof, then ABG's silence with respect to, or failure to respond to, the Second Request shall be deemed ABG's Approval of the Materials included in the Second Request. PAPA JOHN'S hereby acknowledges that ABG's Approval of any particular Materials for a specific purpose shall only be deemed an Approval for said purpose. PAPA JOHN'S shall be required to re-submit any previously Approved Materials to the extent PAPA JOHN'S wishes to use the same for other purposes. PAPA JOHN'S hereby acknowledges that, in the event PAPA JOHN'S fails to obtain ABG's consent or approval for any act or omission requiring such consent or approval (e.g., use of Celebrity Endorsement or Personality Rights, etc.), the same shall be deemed a non-curable breach of this Agreement entitling, but not requiring, ABG to immediately terminate this Agreement. In the event that ABG expressly disapproves any Materials that are submitted by PAPA JOHN'S for ABG's Approval hereunder, ABG shall provide PAPA JOHN'S with a reason for such disapproval.

2. Advertising & Promotion. PAPA JOHN'S shall create and submit to ABG, via email (as specified by ABG) the concept (e.g., story boards, mock-ups, etc.) (Concept) for each of PAPA JOHN'S proposed advertising, marketing, and promotional efforts utilizing any of the Personality Rights for purposes of selling Products (each, an Advertisement). After Approval of such Concept, and prior to the public exhibition of any Advertisement, PAPA JOHN'S shall create and submit to ABG, via email (as specified by ABG), the completed Advertisement intended for public exhibition. After Approval of such Advertisement, PAPA JOHN'S shall be permitted to publicly exhibit the same, through those channels (e.g., broadcast television, Internet, radio) Approved by ABG, in each case, subject to the terms and conditions of this Agreement.

3. Legal Lines. Upon ABG's reasonable request, uses of the Personality Rights shall bear appropriate copyright, trademark and credit notices, as provided by ABG (Legal Lines), either directly on the Materials using the same, or on stickers or labels affixed thereto, such placement to be mutually agreed upon by the Parties.

4. PAPA JOHN'S shall not itself or through its agents or representatives or otherwise indirectly, make, issue, distribute or disseminate any information or statements to the press regarding ABG, CELEBRITY, Celebrity's Endorsement of PAPA JOHN'S Products and/or matters pertaining to or arising out of this Agreement (each a Press Release). In the event that PAPA JOHN'S desires to issue a Press Release, PAPA JOHN'S shall submit the same to ABG for Approval. If ABG has not responded in writing prior to the expiration of an Approval Window, then the submission shall be deemed disapproved. ABG shall have the right, but not the obligation, to include PAPA JOHN'S, Celebrity's Endorsement of PAPA JOHN'S Products, and the existence of a partnership between ABG and PAPA JOHN'S in connection with CELEBRITY in Press Releases, subject to PAPA JOHN'S approval, such approval not to be unreasonably withheld.

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





5. Brand Restrictions. PAPA JOHN'S shall not, during the Term or at any time thereafter: (I) defame or disparage CELEBRITY or the Personality Rights (or any portion thereof), nor shall PAPA JOHN'S place the CELEBRITY or the Personality Rights (or any portion thereof) in a negative light, whether in connection with this Agreement or otherwise, or (ii) utilize the Personality Rights (or any portion thereof) in association with, nor shall PAPA JOHN'S associate CELEBRITY with any of the following: (A) alcohol, drugs (including, without limitation, both prescription and non-prescription) or other supplements; (B) death; (C) pornography or other adult only or sexually explicit activities; (D) massage parlors, prostitution or any dating or escort activities; (E) weapons or ammunition; (F) denigration or discrimination against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age; (G) incontinence; (H) weight loss/gain; (I) medical conditions (including, without limitation, hair loss); or (J) political campaigns or causes.

6. Enforcement of Celebrity Endorsement and Personality Rights. ABG shall have the exclusive right, at ABG's sole cost and expense (excluding PAPA JOHN'S outside counsel fees and costs) and exercisable at ABG's sole discretion, to institute in its own name, and to control, with counsel of its own choosing, all claims, suits and/or actions against third parties relating to the Personality Rights, and other proprietary rights in and to the same (Infringement Claim), and ABG shall be entitled to receive and retain all amounts awarded, if any, as damages, profits or otherwise, in connection with such Infringement Claims. PAPA JOHN'S shall assist ABG to ensure that third parties do not unlawfully infringe on the Personality Rights. PAPA JOHN'S shall promptly notify ABG of any such infringements of which PAPA JOHN'S becomes aware. PAPA JOHN'S shall not take any action on account of, or in connection with, any Infringement Claim, other than to notify ABG of the same, and to cooperate with ABG, pursuant to this Section. PAPA JOHN'S hereby acknowledges that: (i) ABG and CELEBRITY have no obligation to take any action in connection with any Infringement Claim, and (ii) ABG and CELEBRITY shall incur no liability by reason of: (A) ABG's or CELEBRITY's failure or refusal to take any such action against any Infringement Claim, or (B) any settlement relating to any Infringement Claim to which ABG or CELEBRITY may agree.

7. No Attack. PAPA JOHN'S shall not, during the Term or at any time thereafter, attack or challenge, or lend assistance to any third party in connection with an attack or challenge, of any right, title or interest of ABG in and to any Personality Rights (including, without limitation, copyrights, trademarks and/or patents), whether by way of: (i) an application for and/or an opposition against any intellectual property rights relating to the Personality Rights, (ii) adoption and/or application for and/or registration of any intellectual property rights (including, without limitation, domain names, business names, and social media accounts) that are confusingly similar to, that dilute, or that infringe, any of the Personality Rights, or (iii) any lawsuit, cancellation proceeding or action, or otherwise. PAPA JOHN'S shall not represent in any filing, presentation, document or other statement, whether written or verbal, that PAPA JOHN'S or any third party is the owner of the Personality Rights, and PAPA JOHN'S shall not use or display any of the foregoing except as expressly permitted herein.

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





4. Services. To facilitate PAPA JOHN'S usage of the right and license to the Celebrity Endorsement with respect to the Products as provided herein, during each Contract Year during the Term of the Agreement, subject to CELEBRITY's prior personal and professional obligations, and further subject to advance scheduling reasonable acceptable to ABG and CELEBRITY and to confirmation with respect to scheduling dates, times, and locations, and subject to Section 5(C) below, ABG agrees to cause CELEBRITY to provide the services set forth below (Services). ABG shall require CELEBRITY to provide the Services in a professional manner, subject to the terms and conditions of this Agreement.

A. At least eight (8) Service Days, including but not limited to:

1. Production days. Up to four (4) production days (defined as a maximum of eight (8) consecutive hours each), with PAPA JOHN'S creative agency.

2. Personal appearances. CELEBRITY shall appear at least (each of the following not to exceed six (6) consecutive hours):

(A) One (1) day engaging with franchisees and team members at company-wide event(s);

(B) One (1) day visiting Papa John's Pizza stores, date and locations to be mutually agreed upon by the Parties; and

(C) One (1) day at a community event, date and location to be mutually agreed upon by the Parties.

PAPA JOHN'S and ABG shall both use commercially reasonable efforts to schedule the dates, times and locations for Service Days so as to meet the reasonable needs of PAPA JOHN'S while not unreasonably conflicting with CELEBRITY's previously scheduled other commitments. PAPA JOHN'S understands that if Service Days are requested hereunder, then such Service Days may be coordinated with similar services for others entitled to the use of CELEBRITY's personal services (e.g., if Service Days include traveling to Las Vegas, Nevada, CELEBRITY and/or ABG may coordinate such Service Days to be performed during a previously scheduled trip to Las Vegas, Nevada). PAPA JOHN'S shall provide local hair, make-up and/or wardrobe stylists for CELEBRITY in connection with all Service Days hereunder, provided each such stylist, and all wardrobe selections, shall be pre- approved by CELEBRITY in his sole, absolute discretion. The timing allocated in Section 4(A) above for all Service Days shall be exclusive of travel time, but inclusive of time spent for makeup, wardrobe, and reasonable breaks.

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





B. Social media posts. ABG shall require CELEBRITY to post on each of CELEBRITY's Instagram (the page located at www.instagram.com/shaq and Personality's Instagram account (@shaq)), Twitter (the page located at www.twitter.com/shaq and Celebrity's Twitter account (@shaq)), and Facebook (the page located at www.facebook.com/shaq) at least one post (1) per month promoting Papa John's Products. Each post shall be created by PAPA JOHN'S, but subject to ABG's Approval in each instance. PAPA JOHN'S shall provide ABG and CELEBRITY with all suitable and necessary language, compliant with all Federal Trade Commission (FTC) standards and requirements to include in each post (each a or the, Required Disclosure) which shall clearly and conspicuously disclose to the public that ABG and/or CELEBRITY has been paid by PAPA JOHN'S in connection with such posts. Notwithstanding anything to the contrary contained in this Agreement, PAPA JOHN'S shall be solely responsible for ensuring that any and all Required Disclosures comply with all applicable laws, rules, regulations, and guidelines, including, without limitation, the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising and PAPA JOHN'S shall indemnify, defend, and hold harmless the ABG Indemnified Parties (as hereinafter defined) from any and all liability arising out of the same, unless ABG or CELEBRITY materially modifies the Required Disclosure provided by PAPA JOHN'S (i.e. if the Required Disclosure provided by PAPA JOHN'S complied with all applicable laws, rules, regulations, and guidelines, and ABG or CELEBRITY's modification of the Required Disclosure causes such Required Disclosure to not comply all applicable laws, rules, regulations, and guidelines).

C. Public Relations.

1. Affiliation announcement. For the announcement of the Affiliation between Papa John's and CELEBRITY, ABG shall require CELEBRITY to provide business and consumer PR interviews, including the following, all of which shall be subject to ABG's Approval:

(A) Two (2) broadcast television and three (3) print or online media interviews in New York City;

(B) Two (2) approved photos for release (one at a Papa John's Pizza restaurant; one making pizza with CEO Steve Ritchie);

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(C) One (1) social media post;

(D) Quote for Press Release;

(E) Business headshot; and

(F) Business bio.

2. During each Contract Year during the Term, ABG shall cause CELEBRITY to make himself available for sixty (60) total minutes of interview time promoting Papa John's, subject to CELEBRITY's prior personal and professional obligations, and further subject to advance scheduling reasonable acceptable to ABG and CELEBRITY. Upon PAPA JOHN'S reasonable request, (i) interviews may be broken up into smaller increments (e.g., five or ten minutes each), and (ii) ABG will cause CELEBRITY to participate in media and message training before each interview, in each case, subject to CELEBRITY's prior personal and professional obligations, and further subject to advance scheduling reasonable acceptable to ABG and CELEBRITY.

D. New Co-Branded Products. ABG will permit CELEBRITY and PAPA JOHN'S to collaborate in good faith to develop one (1) or more co-branded Products using the Personality Rights. Any such co-branded Products shall be subject to the separate mutual written agreement of the Parties.

E. Notwithstanding anything to the contrary contained in this Agreement, the Parties specifically agree that the Personality Rights shall not be used, in whole or in part, in connection with any Tie-In Programs (as hereinafter defined) without ABG's Approval in each instance. Except as specifically provided herein, PAPA JOHN'S hereby acknowledges and agrees that, both during the Term and at any and all times thereafter, PAPA JOHN'S has no right to, and PAPA JOHN'S shall not, affix or attach any of the Personality Rights, in any manner, to any of PAPA JOHN'S products or services (including, without limitation, Products) (e.g., either directly on any products or on any packaging therefor, etc.). For purposes of this Agreement, Tie-In Program shall be defined as any program or plan developed around a particular product or property and designed primarily to generate additional income related to such product or property (e.g., traffic builders, cross-promotions, third party programs involving the use of a premium or a third party's product and/or service), including, without limitation: (i) any program primarily designed to attract the consumer to purchase a product or service other than or in addition to the Products; and/or (ii) any cross-promotion with a third party and/or its products or services.

F. Condition Precedent. PAPA JOHN'S expressly acknowledges that the obligations of ABG to require CELEBRITY to perform the Services specified hereunder are subject to the condition that all payments to ABG are current and up-to-date.

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





G. Pay or Play. In the event that PAPA JOHN'S fails to utilize any or all of the Services as and when the same are allocated and/or scheduled pursuant to the above (e.g., within a particular Contract Year), then: (A) the same shall not result in a reduction in any amounts due and/or payable to ABG hereunder, and (B) PAPA JOHN'S shall be deemed to have waived its right to utilize those particular Services (e.g., Service Days that are allocated for a particular Contract Year may not be carried into future Contract Years, or beyond the expiration or early termination of the Term) without ABG's Approval.

H. No Dangerous Activity. The Parties acknowledge and agree that CELEBRITY shall not be required to participate in any physical activity during CELEBRITY's performance of any Services hereunder that may be of a dangerous nature or which may involve a risk of serious bodily injury to CELEBRITY and/or others, as determined by ABG and CELEBRITY in their collective sole and absolute discretion.

I. Additional Services. Personality's rendition of additional services beyond the scope of the Services set forth herein shall at all times be subject to the mutual agreement of the Parties (including, without limitation, the negotiation of appropriate remuneration in connection therewith). PAPA JOHN'S acknowledges and agrees that (i) it is contemplated that PAPA JOHN'S and CELEBRITY will enter into one or more 'Franchise Agreement' pursuant to which, among other things, CELEBRITY (and/or CELEBRITY'S designee) will acquire a thirty percent (30%) ownership in nine (9) Atlanta-area Papa John's Pizza restaurants, and (ii) PAPA JOHN'S shall not, directly or indirectly, request, cause, or require CELEBRITY, under or in connection with any such 'Franchise Agreement' or otherwise (except as expressly set forth in this Agreement), (a) to provide to PAPA JOHN'S (including its designees) any services that are the same as or similar to the Services hereunder, or (b) to grant to PAPA JOHN'S (including its designees) any right or license to use any of the Personality Rights. PAPA JOHN'S further acknowledges that ABG, as successor in interest to CELEBRITY, is the sole and exclusive owner of a worldwide portfolio of Personality Rights, as well as other copyrights, trademarks and other intellectual property rights related to CELEBRITY, and the rights of publicity, and other rights in and to the name, image, likeness, persona, personality, voice, signature, and other indicia of, and rights of association and endorsement related to, CELEBRITY including, without limitation, pursuant to Section 43(a) of the United States Lanham Act (collectively, the Shaq Rights). PAPA JOHN'S further acknowledges and agrees that: (a) any and all use of the Shaq Rights and/or any intellectual property rights related to CELEBRITY (e.g. exploitation of a copyrighted photograph of CELEBRITY), whether in connection with the Products or otherwise, requires the consent and authorization of ABG in each instance, (b) ABG is the only person or entity that can authorize the use of Shaq Rights on or in connection with any products or services throughout the world, and (C) should PAPA JOHN's or any third party desire to manufacture, advertise, sell, offer or otherwise exploit any products or services related to CELEBRITY, any and all such acts would be a use of the Shaq Rights and would therefore require the prior written consent of ABG in each instance.

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J. Reverse License. PAPA JOHN'S hereby grants to ABG and CELEBRITY, a royalty-free, perpetual, irrevocable, fully- paid, assignable, transferable, sublicensable right and license to utilize the Materials, in their entirety or any portions thereof, in all media now known or hereafter developed, throughout the universe (individually and collectively, PJ Rights) as follows: (i) on or in connection the performance of the Services hereunder; (ii) in connection with historical and archival purposes (e.g., documentary, commentary, corporate retrospective, historical files on websites of ABG), so-called business-to-business uses and other non-commercial purposes; and (iii) for industry recognition purposes (e.g., award competition submissions); in each case, in all media now known or hereafter devised. For external or public uses in subsection (ii) and for all instances in subsection (iii), such license is subject to PAPA JOHN'S prior written approval, such approval not to be unreasonably withheld.

5. Consideration. In consideration of the rights granted herein and the Services to be provided hereunder, PAPA JOHN'S will pay to ABG in each Contract Year of the Term, the following:

A. Cash Payment.

1. PAPA JOHN'S shall pay ABG a cash payment of: One Million Two Hundred Fifty Thousand U.S. Dollars (USD$1,250,000) for Contract Year 1, One Million Three Hundred Seventy Five Thousand U.S. Dollars (USD$1,375,000) for Contract Year 2, and One Million Five Hundred Thousand U.S. Dollars (USD$1,500,000) for Contract Year 3 (such cash payments for Contract Years 1-3 referred to herein as the Cash Payment) for the services and rights provided hereunder. In addition to the Cash Payment and any other compensation payable to ABG (and, as applicable, CELEBRITY) hereunder, PAPA JOHN'S shall pay without limitation, usage of the union-covered materials produced hereunder, with usage applied against the Cash Payment at double scale (or such other applicable rate). Each of such Cash Payments shall be paid in four equal installments, as set forth in Section 5.A.3 below, as follows:

(A) The first payment is due on the Effective Date for the First Contract Year, and March 1 for subsequent Contract Years;

(B) The second payment is due June 1 for each Contract Year;

(C) The third payment is due September 1 for each Contract Year; and

(D) The fourth payment is due December 1 for each Contract Year.

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





2. Wire Instructions. PAPA JOHN'S shall be solely responsible for any costs and/or fees associated with making any and all payments to ABG as required under this Agreement, including, without limitation, wire transfer fees. PAPA JOHN'S shall pay all sums due to ABG by wire transfer to the following account, unless otherwise instructed by ABG:

Payee: ABG-Shaq, LLC Bank of America  One Bryant Park  New York, NY 10036 Account Number: 483043584155 ABA Routing Number (for domestic transfers):  Wire: 026009593 / ACH: 021000322 Swift Code (for international transfers): BOFAUS3N

3. No Deductions. PAPA JOHN'S may not deduct from, setoff or offset the Cash Payments or any other amount payable to ABG for any reason. For purposes of illustration but without limitation, PAPA JOHN'S may not deduct: Union Fees, Other Fees, uncollectible accounts, wire transfer fees, bank fees or any other fees associated with making any and all payments to ABG, slotting fees, advertising or other expenses of any kind, the costs incurred in the operation of the Business, or the conversion of any currency into United States Dollars.

4. Allocation. ABG may, in ABG's sole discretion, allocate and apply payments it receives from PAPA JOHN'S hereunder. Partial payment by PAPA JOHN'S to ABG of any amounts due hereunder shall not, in any circumstance, avoid default by PAPA JOHN'S as to the full amount of any such payments, and PAPA JOHN'S shall not be entitled to any return of the amount of any partial payments in the event of any expiration or termination of this Agreement.

5. Taxes & Fees. All sales, use, value added, withholding, local privilege, excise taxes, tariffs, duties or other charges of any kind, character or description which may be levied or imposed upon any of the Products, PAPA JOHN'S business operation relating to the Products, or on any aspect of performance of this Agreement, shall be PAPA JOHN'S responsibility. ABG shall only be responsible for the actual taxes on ABG's net income resulting from this Agreement.

6. Union Fees; Other Fees. PAPA JOHN'S hereby acknowledges that CELEBRITY is a member of SAG-AFTRA. In addition to and separate from the Cash Payment and any other compensation payable to ABG (and, as applicable, CELEBRITY) hereunder, for purposes of this Agreement, forty percent (40%) of the Cash Payment shall be allocated to union-covered services. If PAPA JOHN'S engages any performance or service of CELEBRITY hereunder in any way that is subject to the jurisdiction of any applicable union, guild or other organization of which CELEBRITY is a member (including, without limitation, SAG-AFTRA), either during or after the Term, then PAPA JOHN'S shall pay, as required by such union, guild or other organization, all minimum (and other, as applicable) payments or fees (or for SAG-AFTRA, minimum pension and welfare contributions) required to be made with respect to PAPA JOHN'S use of the Services hereunder (Union Fee(s)). PAPA JOHN'S shall be solely responsible for all Union Fee(s) and any costs and/or fees associated with making any and all payments to ABG as required under this Agreement, including, without limitation, wire transfer fees (Other Fees). In no event shall ABG or CELEBRITY be responsible for any Union Fees or Other Fees that may arise out of this Agreement. Upon PAPA JOHN'S reasonable request, and subject to CELEBRITY's and ABG's prior consultation with counsel of their own choosing, ABG shall work together in good faith with CELEBRITY and PAPA JOHN'S to have CELEBRITY sign a Screen Actors Guild contract for each session for tracking purposes.

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





7. Development. All costs and expenses of PAPA JOHN'S business (including, without limitation, the design, development, preparation, cooking, packaging, distribution, delivery, advertisement, marketing, promotion, offering for sale, sale, or other exploitation of the Products, and other costs and expenses related to the Materials and all Advertisements, including, without limitation, to the expense of compliance with the Approval requirements set forth herein) shall be borne by PAPA JOHN'S.

8. Sub-Contractors. In the event PAPA JOHN'S wishes to sub-contract any or all of the operation of the Products or its related business hereunder (e.g., design of the Products, advertising of the Products, creation of Products, etc.) to any third party (e.g., ad agencies, photographers, videographers, producers, crew, etc.) (each, a Sub-Contractor), the same may only be done if and after ABG has given its Approval therefor. If requested by ABG, PAPA JOHN'S shall provide ABG with additional information about any proposed Sub- Contractor, such that ABG will have sufficient information to evaluate PAPA JOHN'S request for Approval of such Sub-Contractor. In the event ABG Approves any given Sub-Contractor, then such Sub-Contractor shall be permitted to carry out only that portion of the business for which ABG Approved such Sub-Contractor. PAPA JOHN'S shall use PAPA JOHN'S best efforts to ensure that all Sub-Contractors abide by the terms of this Agreement. All acts of all Sub-Contractors shall be deemed to be the acts of PAPA JOHN'S for all purposes of this Agreement.

B. Award of PJI Restricted Stock Units. On the Effective Date or as soon as practicable thereafter (such date, the Grant Date), PJI will grant to CELEBRITY (as agent of ABG solely for purposes of receiving the RSUs and authorizing and irrevocably instructing PJI's transfer agent to deliver the shares of common stock issued upon vesting of the RSUs at each applicable Vesting Date to ABG) 87,136 restricted stock units of PJI (the RSUs). The RSUs will be granted pursuant to the PJI 2018 Omnibus Incentive Plan (the Plan) and will be subject in all respects to the terms of the Plan and an applicable Restricted Stock Unit Agreement set forth in Exhibit A, which is attached hereto and incorporated by reference herein (the Restricted Stock Unit Agreement). Except as set forth in this Agreement or the Restricted Stock Unit Agreement, the RSUs will vest as to 31% [27,012] of the RSUs on the first anniversary of the Grant Date, as to 33% [28,755] of the RSUs on the second anniversary of the Effective Date, and as to 36% [31,369] of the RSUs on the third anniversary of the Effective Date (each of such dates, a Vesting Date). In the event of a Corporate Transaction, as defined in the Plan, the RSUs shall be treated in accordance with the terms of the Plan.

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C. Expenses. In connection with all personal appearances and personal services (including, by way of example, all Service Days) to be performed by CELEBRITY pursuant to this Agreement, PAPA JOHN'S shall provide the following for CELEBRITY and two (2) travel companions: (i) corporate private jet, or other private air travel option; (ii) five-star hotel (suite level or higher for CELEBRITY), with separate rooms for travel companions; and (iii) private, high-end ground transportation to and from airports and appearance locations.

6. Warranties and Additional Covenants.

A. ABG represents and warrants to PAPA JOHN'S that (i) neither ABG nor CELEBRITY is a party to any oral or written agreement or understanding, which grants to any other entity or person a right or license to use the Celebrity Endorsement in connection with the advertisement, promotion or endorsement of any Competitive Products or would prevent, limit or hinder the performance of any of its obligations under this Agreement; (ii) the execution and delivery of this Agreement by ABG and/or ABG's performance of its obligations under this Agreement will not cause a violation or breach of any other Agreement to which ABG or CELEBRITY is party to; (iii) all endorsements of the Products by CELEBRITY that are Approved and actually used by PAPA JOHN'S in accordance with the terms and conditions of this Agreement reflect the honest opinions, findings, beliefs, or experiences of the CELEBRITY; and (iv) ABG has the full ability and right to enter into this Agreement and to perform, and cause CELEBRITY to perform, all of the obligations in this Agreement, as evidenced by the Inducement Letter set forth on Exhibit B, which is attached hereto and incorporated by reference herein.

B. PAPA JOHN'S represents and warrants to ABG and CELEBRITY that (i) PAPA JOHN'S is not a party to any oral or written agreement or understanding that would prevent, limit or hinder the performance of any of its obligations under this Agreement; (ii) the execution and delivery of this Agreement by PAPA JOHN'S and/or PAPA JOHN'S performance of its obligations under this Agreement will not cause a violation or breach of any other Agreement to which PAPA JOHN'S is party to; (iii) PAPA JOHN'S has the full ability and right to enter into this Agreement and to perform all of the obligations in this Agreement; (iv) PAPA JOHN'S maintains appropriate policies, procedures, systems, and training, in each case consistent with prevailing industry standards: (A) for the production, distribution, and sale of Products, (B) to ensure that Products are safe for human consumption, (C) to ensure compliance with all applicable food safety regulations, and (D) to provide a level of customer service at least as favorable as is standard in its industry and that will not have a material adverse impact on the PAPA JOHN'S brand; (v) no injurious, deleterious or defamatory material, writing or images shall be used in connection with the Personality Rights, the Materials, or PAPA JOHN'S business; (vi) PAPA JOHN'S shall not create, incur or permit any encumbrance, lien, security interest, mortgage, pledge, assignment or other hypothecation upon this Agreement or permit the commencement of any proceeding or foreclosure action on this Agreement or to obtain any assignment thereof, whether or not involving any judicial or nonjudicial foreclosure sales; (vii) (A) PAPA JOHN'S owns all rights in and to the Products and the Materials, including by way of example and not limitation, any and all trademarks and service marks used for or in connection therewith (e.g., 'PAPA JOHN'S'), and (B) none of the design, development, preparation, cooking, packaging, distribution, delivery, advertisement, marketing, promotion, offering for sale, sale, or other exploitation of the Products or the Materials shall infringe any intellectual property right or otherwise violate any right of any third party; and (viii) PAPA JOHN'S has not and will not, during the Term or at any time after expiration of the Term, create any expenses chargeable to ABG or CELEBRITY without Approval.

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





C. Each party acknowledges and agrees that (i) all copyrights and trademarks used in connection herewith that are owned by a party shall be and remain the sole and complete property of such party; (ii) the other party shall not at any time acquire or claim any right, title or interest of any nature whatsoever in any such copyright or trademark by virtue of this Agreement; (iii) the other party shall not contest or assist others to contest the validity of all such copyrights and trademarks; and (iv) it will not incur or create any expenses chargeable to the other party.

D. Each Party represents and warrants to the other that it will comply with all rules, regulations, laws, orders, decrees, and ordinances of each and every country or political subdivision thereof, having legal jurisdiction over any aspect of their respective activities under this Agreement including specifically, but not limited to, the use of the Celebrity Endorsement in Materials for and on behalf of PAPA JOHN'S, and the design, development, preparation, cooking, packaging, labeling, distribution, delivery, advertisement, marketing, promotion, offering for sale, sale, or other exploitation of the Products by and on behalf of PAPA JOHN'S.

E. ABG agrees to execute (and require CELEBRITY to execute) such other documents as reasonably requested by PAPA JOHN'S as are necessary to effectuate the intent of this Agreement, including the grant of RSUs hereunder.

F. Notwithstanding anything to the contrary contained in this Agreement, PAPA JOHN'S acknowledges and agrees that ABG and/or CELEBRITY are party(ies) to one or more agreement(s) with one or more third party(ies) for, among other things, the use of Celebrity's Endorsement and the Personality Rights during the Term (or portions thereof) for and in connection with (i) the following food and beverage products typically consumed for breakfast: bagels, breakfast sandwiches (i.e., sandwiches filled primarily with food products that are typically consumer at breakfast such as scrambled eggs and sausage patties), pastries, doughnuts, coffee, espresso and cappuccino, (ii) fast-casual dining, chain restaurants (i.e., business(es) which prepare(s) and serve(s) food and beverages to customers in exchange for money) with menus primarily focused on chicken dishes, (iii) high-end dining restaurant(s) (i.e., business(es) which prepare(s) and serve(s) food and beverages to customers in exchange for money) with menus primarily focused on Americanized dishes similar to those customarily found at steakhouses (which may include pizzas/flatbreads, bread sides, desserts, etc. as part of their menu), and (iv) 'hydration' frozen ice bars, 'energy' frozen ice bars, and 'recovery' frozen ice bars, and energy drinks (individually and collectively, the Existing Agreements); and that ABG's and CELEBRITY's performance under the Existing Agreements shall not be deemed a breach of this Agreement by ABG or CELEBRITY.

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7. Termination.

A. Termination by PAPA JOHN'S. Without prejudice to any other rights it may have in law, equity or otherwise, PAPA JOHN'S shall have the right to terminate this Agreement upon written notice to ABG, as determined by PAPA JOHN'S in its sole discretion, exercising good-faith business judgment, in the event that any of the following occur during the Term of this Agreement (1) CELEBRITY's conviction or plea of guilty to a crime of moral turpitude; (2) CELEBRITY's or ABG's public malignment or disparagement of PAPA JOHN'S; (3) CELEBRITY or ABG intentionally makes any voluntary statement or commits any voluntary act that is or becomes generally known to the public which such statement or act both (a) has the effect of egregiously disparaging or insulting any group of the community on the basis of ethnicity, religion, race, national origin, gender, or sexual orientation, and (b) is the direct cause of a material adverse impact on PAPA JOHN'S actual sales of pizza; (4) (a) CELEBRITY's death or permanent incapacitation, or (b) CELEBRITY'S inability to perform the Services of this Agreement except due to a Force Majeure Event; or (5) CELEBRITY's or ABG's breach of any material term of this Agreement, which breach CELEBRITY or ABG fails to cure within thirty (30) days (or to the extent not possible to cure within such period, commence to cure) after CELEBRITY's or ABG's receipt of PAPA JOHN'S written notice of such breach. Specifically, if this Agreement is terminated for any of the reasons provided in Section 7.A.(1)-(3), PAPA JOHN'S right to terminate this Agreement shall be PAPA JOHN'S sole remedy for the same.

B.  Termination by ABG. Without prejudice to any other rights it may have in law, equity or otherwise, ABG shall have the right to terminate this Agreement upon written notice to PAPA JOHN'S, as determined by ABG in its sole discretion, exercising good-faith business judgment, in the event that (1) during the Term of this Agreement, any member of PJI's executive team or any member of the Board of Directors of PJI (a) is convicted of or pleads guilty to a crime of moral turpitude, (b) disparages or publicly maligns CELEBRITY or ABG; (2) PAPA JOHN'S breaches any material term of this Agreement, which breach PAPA JOHN'S fails to cure within thirty (30) days after PAPA JOHN'S receipt of ABG's written notice of such breach, it being understood such period shall be five (5) business days with respect to the payment of any monies, or (c) any member of PJI's executive team or any member of the Board of Directors of PJI or any authorized spokesperson of PAPA JOHN'S intentionally makes any voluntary statement or commits any voluntary act that is or becomes generally known to the public which such statement or act has the effect of egregiously disparaging or insulting any group of the community on the basis of ethnicity, religion, race, national origin, gender, or sexual orientation.

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





C. Effect of Termination - Use Beyond Term. Upon expiration or termination of this Agreement by PAPA JOHN'S (but not in the event of termination by ABG), and subject to PAPA JOHN'S ongoing compliance with the terms and conditions of this Agreement, PAPA JOHN'S shall have the following rights to use the Celebrity Endorsement solely as follows: (i) for a period of six (6) months following the effective date of expiration or termination, PAPA JOHN'S shall have the right to continue to use, display and distribute copies of Materials which bear the Celebrity Endorsement and which were printed and published, or irrevocably booked for publication or display with a third party, prior to the effective date of expiration or termination; and (ii) PAPA JOHN'S shall have the right, without restriction, to the in-house, non-commercial use of any Materials. Such use may include in-house exhibition for historical, educational or commemorative purposes. Provided that PAPA JOHN'S has exerted its best efforts to cease use of the Celebrity Endorsement and/or Personality Rights as provided above, any incidental use of the Celebrity Endorsement and/or Personality Rights that may occur or be discovered for the three (3) month period following such period shall not be deemed a breach of this Agreement; provided, however, that in any event, all use of the Celebrity Endorsement and/or Personality Rights must cease by no later than nine (9) months following the effective date of expiration or termination of this Agreement.

D. Effect of Termination - Cash Consideration.

a. Termination by PAPA JOHN'S. If this Agreement is terminated by PAPA JOHN'S for any of the reasons provided in Section 7.A. above, then ABG shall be entitled to the pro-rata share of the respective Cash Payment for the then-current Contract Year as set forth in Section 5.A. above, determined by multiplying the Cash Payment for such Contract Year by a fraction, the numerator of which is the number of days elapsed in such Contract Year and the denominator of which is the total number of days in such Contract Year, and such amounts shall be immediately due as of the effective date of termination and paid to ABG.

b. Termination by ABG. If this Agreement is terminated by ABG for any of the reasons provided in Section 7.B. above, then any and all unpaid amounts under this Agreement for the eighteen (18) months following the effective date of termination (including, without limitation, any balance due of the Cash Payment as of the effective date of termination, in addition to any and all of the Cash Payments that would have become payable during the next eighteen (18) months but for the termination) shall be immediately due as of the effective date of termination and paid to ABG; provided, however, that in the event there is less than eighteen (18) months remaining in the Term as of the effective date of such termination, then any and all unpaid amounts under this Agreement for the balance of the Term (including, without limitation, any balance due of the Cash Payment as of the effective date of termination, in addition to any and all Cash Payments that would have become payable but for the termination) shall be immediately due as of the effective date of termination and paid to ABG.

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





E. Effect of Termination - Awards of RSUs. Notwithstanding anything to the contrary contained in this Agreement or the Restricted Stock Unit Agreement:

a. Termination by PAPA JOHN'S. If this Agreement is terminated by PAPA JOHN'S for any of the reasons set forth in Section 7.A. above, then CELEBRITY shall be entitled to immediately vest in the pro-rata share of the respective number of RSUs for the then-current Contract Year as set forth in Section 5.B. above, determined by multiplying the number of RSUs for such Contract Year by a fraction, the numerator of which is the number of days elapsed in such Contract Year and the denominator of which is the total number of days in such Contract Year, and such RSUs shall vest immediately as of the effective date of termination.

b.  Termination by ABG. If this Agreement is terminated by ABG for any of the reasons provided in Section 7.B. above, then CELEBRITY shall be entitled to immediately vest in all of the RSUs for the eighteen (18) months following the effective date of termination (including, without limitation, any balance of unvested RSUs that were due to vest as of the effective date of termination, in addition to any and all of the RSUs that would have vested during the next eighteen (18) months but for the termination); provided, however, that in the event there is less than eighteen (18) months remaining in the Term as of the effective date of such termination, then any and all of the balance of the RSUs shall vest immediately as of the effective date of termination.

8. Indemnification and Insurance.

A. ABG's Indemnification Obligations. ABG shall indemnify, defend and hold harmless PAPA JOHN'S and its current and future parents, subsidiaries, affiliated companies and each of their respective current and future officers, directors, shareholders, employees, agents, attorneys, and each of their respective successors and assigns (individually and collectively, PAPA JOHN'S Indemnified Party(ies)) from and against any and all third-party claims, liabilities, demands, causes of action, judgments, settlements, costs and expenses (including, without limitation, reasonable outside attorneys' fees and court costs) (collectively, Claims) arising out of or in connection with any one (1) or more of the following: (i) the breach by ABG of any of its express representations, express warranties, or express covenants in this Agreement; or (ii) the failure by ABG or CELEBRITY to perform any of its obligations under this Agreement. ABG shall not be liable to PAPA JOHN'S or any third party under this Section 8.A. to the extent that PAPA JOHN'S is required to indemnify ABG pursuant to Section 8.B. below.

B. PAPA JOHN'S Indemnification Obligations. PAPA JOHN'S shall indemnify, defend and hold harmless CELEBRITY, ABG and its current and future parents, subsidiaries, affiliated companies and each of their respective current and future officers, directors, shareholders, employees, agents, attorneys, and each of their respective successors and assigns (individually and collectively, ABG Indemnified Party(ies)) from and against any and all direct and third-party Claims, arising out of or in connection with any one (1) or more of the following: (i) the breach by PAPA JOHN'S of any of its express or implied representations, warranties or covenants in this Agreement; (ii) the failure by PAPA JOHN'S to perform any of its obligations under this Agreement; (iii) the design, development, preparation, cooking, packaging, distribution, delivery, advertisement, marketing, promotion, offering for sale, sale, or other exploitation of the Products, the Materials, or any Advertisements (including, without limitation, any product liability, false advertising and/or infringement Claims); and (iv) any acts, whether by omission or commission, by PAPA JOHN'S (including any of its franchisees, vendors, and store operators), which may arise out of, in connection with, or is any way related to any of the Products, the Materials, PAPA JOHN'S business and/or this Agreement. PAPA JOHN'S shall not be liable to ABG or any third party under this Section 8.B. to the extent that ABG is required to indemnify PAPA JOHN'S pursuant to Section 8.A. above. PAPA JOHN'S hereby agrees that ABG's Approval shall not waive, diminish or negate any of PAPA JOHN'S indemnification obligations to the ABG Indemnified Parties hereunder.

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





C. Indemnification Process. The Party to be indemnified hereunder (the Indemnitee) must give the indemnifying Party hereunder (the Indemnitor) prompt written notice of any Claim, and the Indemnitor, in its sole discretion, may then take such action as it deems advisable to defend such Claim on behalf of the Indemnitee. In the event that appropriate action is not taken by the Indemnitor within thirty (30) days after the Indemnitor's receipt of written notice from the Indemnitee, the Indemnitee shall have the right to defend such Claim with counsel reasonably acceptable to the Indemnitor, and no settlement of any such Claim may be made without the prior written approval of the Indemnitor, which approval shall not be unreasonably withheld, conditioned or delayed. Even if appropriate action is taken by the Indemnitor, the Indemnitee may, at its own cost and expense, be represented by its own counsel in such Claim. In any event, the Indemnitee and the Indemnitor shall keep each other fully advised of all developments and shall cooperate fully with each other in all respects with respect to any such Claim.

D. Insurance. PAPA JOHN'S shall procure and maintain, at its sole cost and expense, and use commercially reasonable efforts cause its Sub-Contractors to obtain, at their sole cost and expense, during the Term and for a period of three (3) years thereafter (Insurance Period), comprehensive general liability insurance (including, without limitation, product liability insurance, inventory insurance, worker's compensation insurance, and advertising injury insurance), to defend and protect the Parties against claims arising out of or in connection with PAPA JOHN's business, the Materials, the Products, and Advertisements therefor. Insurance must be obtained from a company reasonably acceptable to ABG, in an amount not less than Five Million United States Dollars ($5,000,000 USD) in the aggregate, or PAPA JOHN'S standard insurance policy limits, whichever is greater.

E. Within five (5) business days of the date on which this Agreement is fully executed, PAPA JOHN'S shall submit to ABG a certificate of insurance naming each of ABG, CELEBRITY and Authentic Brands Group, LLC as additional insureds (COI), which COI, or a renewal or replacement thereof, shall remain in force at all times during the Insurance Period, and shall require the insurer to provide at least thirty (30) days' prior written notice to PAPA JOHN'S, and all additional insureds, of any termination, cancellation or modification thereof.

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





F. In the event that any insurance policy required hereunder includes or permits a waiver of subrogation, such waiver shall apply to ABG and CELEBRITY. In the event that any insurance policy required hereunder provides for a waiver of subrogation in the event that such waiver is required by a third-party agreement, then this Agreement shall be deemed to require such waiver. PAPA JOHN'S shall notify ABG of all claims regarding the Personality Rights, Materials and/or Products under any of the foregoing policies of insurance promptly upon the filing thereof. PAPA JOHN'S indemnification obligations hereunder shall not be limited by the amount of insurance requirements hereunder. ABG shall be entitled to its proportionate share of the insurance proceeds received by PAPA JOHN'S in respect to the Celebrity Endorsement and/or the Personality Rights, and PAPA JOHN'S shall report and pay to ABG any such insurance proceeds at the same time as the next quarterly installment of the Cash Payment is due.

G. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER ABG NOR AUTHENTIC BRANDS GROUP LLC NOR CELEBRITY SHALL BE LIABLE TO PAPA JOHN'S FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES, REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT OR IN TORT, EVEN IF ABG OR AUTHENTIC BRANDS GROUP LLC HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL ABG'S, AUTHENTIC BRANDS GROUP LLC'S, AND CELEBRITY'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY RECEIVED BY ABG (EXCLUSIVE OF REIUMBURSEMENT OF EXPENSES) HEREUNDER, REGARDLESS OF THE NUMBER OR TYPE OF CLAIMS.

9. Arbitration. In the event a dispute arises under this Agreement which cannot be resolved, such dispute shall be submitted to arbitration and resolved by a single arbitrator (who shall be a lawyer) in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. All such arbitration shall take place at the office of the American Arbitration Association located in or nearest to New York, New York. Each Party is entitled to depose at least two (2) fact witnesses and any expert witness designated by the other Party, and to conduct such other discovery as the arbitrator deems appropriate. The award or decision rendered by the arbitrator shall be final, binding and conclusive and judgment may be entered upon such award by any court.

10. Confidentiality and Non-Disparagement. Each Party shall hold all confidential information received pursuant to this Agreement, including the terms and conditions of this Agreement and CELEBRITY'S personal and/or business affairs, confidential and may only disclose them (i) with the prior written consent of the other Party, (ii) where required by law or (iii) to such party's advisors, attorneys or other designees, as long as such recipients also keep such information confidential. Nevertheless, after the parties have announced the association between CELEBRITY and PAPA JOHN's or the association otherwise becomes public, each party may respond, discuss and comment in a favorable and positive manner that CELEBRITY is associated with PAPA JOHN'S during any public events and/or interviews, subject to the requirements herein. All Parties agree not to disparage or make derogatory comments, verbal or written, regarding the other Party during the Term of the Agreement, and for one year thereafter.

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





11. Force Majeure. If, at any time during the Term, CELEBRITY and/or ABG are prevented, hampered or interrupted by, or interfered with in, in any manner whatsoever, fully performing either of their duties hereunder, by reason of: any present or future statute, law, ordinance, regulation, order, judgment or decree, whether legislative, executive or judicial (whether or not valid); any act of God, earthquake, fire, flood, epidemic, accident, explosion or casualty; any lockout, boycott, strike, labor controversy (including, without limitation, any threat of the foregoing); any riot, civil disturbance, war or armed conflict (whether or not there has been an official declaration of war or official statement as to the existence of a state of war), invasion, occupation, intervention of military forces or act of public enemy; any embargo, delay of a common carrier, inability without default on CELEBRITY and/or ABG part to obtain sufficient material, labor, transportation, power or other essential commodity required in the conduct of its business; any cause beyond the reasonable control of CELEBRITY and/or ABG; or any other cause of any similar nature (each of the foregoing, a Force Majeure Event), then CELEBRITY'S and/or ABG's obligations hereunder shall be suspended as often as any such Force Majeure Event occurs and during such period(s) of time as such Force Majeure Event(s) exist and such non-performance by shall not be deemed to be a breach of this Agreement by CELEBRITY or ABG, or a forfeiture of any of CELEBRITY'S or ABG's rights hereunder.

12. Miscellaneous.

A. Severability. If any term or provision of this Agreement shall be declared illegal, invalid, void or unenforceable by any judicial or administrative authority, then (i) such provision shall be eliminated to the minimum extent necessary, and (ii) such provision shall be reformed and rewritten so as to most closely reflect the intention of ABG and PAPA JOHN'S, such that this Agreement shall otherwise remain in full force and effect and enforceable.

B. Entire Agreement. This Agreement shall constitute the entire understanding between ABG, CELEBRITY and PAPA JOHN'S with respect to the subject matter hereof, and cannot be altered or modified except by an agreement or amendment in writing, signed by all parties.

C. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of law.

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D. Waiver. The failure at any time of any party to demand strict performance of another party of any of the terms, covenants or conditions set forth in this Agreement will not be construed as a continuing waiver or relinquishment thereof, and any party may, at any time, demand strict and complete performance of any other party of such terms, covenants, and conditions.

E. No Joint Venture. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between PAPA JOHN'S and ABG or CELEBRITY. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and nothing contained herein shall give, or is intended to give, any rights of any kind to any third person.

F. Notices. All notices, samples, claims, certificates, requests, demands, and other communications (other than payments) desired or required hereunder will be made in writing and will be deemed to have been duly given if delivered to the party address by hand, or by other means of express courier service, addressed as follows:

To PAPA JOHN'S: Papa John's International, Inc. and Papa John's Marketing Fund, Inc.  2002 Papa John's Boulevard  Louisville, Kentucky 40299  With an electronic copy to: Caroline_Oyler@papajohns.com To ABG: (i) If to ABG for questions about submitting Approval requests:

c/o Authentic Brands Group, LLC 1411 Broadway, 4th Floor New York, NY 10018 Attention: Approvals Department With electronic copies to: approvals@abg-nyc.com; CSmeeton@abg-nyc.com; PRogers@abg-nyc.com; and Mbergson@abg-nyc.com Facsimile Number: (212) 760-2419

(ii) If to ABG for any other reason:

c/o Authentic Brands Group, LLC 1411 Broadway, 4th Floor New York, NY 10018 Attention: Legal Department With an electronic copy to: legaldept@abg-nyc.com Facsimile Number: (212) 760-2419

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





G. Rights Cumulative. Except as expressly set forth herein, all rights and remedies conferred upon or reserved by the Parties in this Agreement shall be cumulative and concurrent and shall be in addition to all other rights and remedies available to such Parties at law or in equity or otherwise, including, without limitation, requests for temporary and/or permanent injunctive relief. Such rights and remedies are not intended to be exclusive of any other rights or remedies and the exercise by either Party of any right or remedy herein provided shall be without prejudice to the exercise of any other right or remedy by such Party provided herein or available at law or in equity.

H. Equitable Relief. PAPA JOHN'S acknowledges that any breach by PAPA JOHN'S shall cause ABG irreparable harm for which there is no adequate remedy at law, and in the event of such breach, ABG shall be entitled to, in addition to other available remedies, injunctive or other equitable relief, including, without limitation, interim or emergency relief, including, without limitation, a temporary restraining order or injunction, before any court with applicable jurisdiction, to protect or enforce its rights.

I. Any sections and any other obligations under the provisions of this Agreement which, by their term or implication, have a continuing effect, shall survive any expiration or termination of this Agreement.

J. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) agreement binding on all Parties hereto notwithstanding that all of the Parties hereto are not signatories to the same counterpart. Each of the Parties agrees that an electronic signature evidencing a Party's execution of this Agreement shall be effective as an original signature and may be used in lieu of the original for any purpose.

[Signature Page Follows]

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019





IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective the date first above written.

Papa John's Marketing Fund, Inc. ABG-Shaq, LLC  Date: 6/6/19 Date: June 11, 2019  By: /s/ Steve Ritchie By: Jay Dubiner  Title: President & CEO Title: General Counsel  Papa John's International, Inc. Date: 6/6/19  By: /s/ Steve Ritchie  Title: President & CEO

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Source: PAPA JOHNS INTERNATIONAL INC, 8-K, 6/17/2019 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
15881

Exhibit 4.17 EXECUTION COPY SUPPLY AGREEMENT FERRER INTERNACIONAL, S.A. AND CUTANEA LIFE SCIENCES, INC. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





SUPPLY AGREEMENT This Supply Agreement (the Agreement) is made as of this ____ day of March, 2018 (the Effective Date), by and between Cutanea Life Sciences, Inc., a corporation duly organized and existing under the laws of the State of Delaware with its principal place of business at 1500 Liberty Ridge Drive, Suite 3000, Wayne, PA 19087 hereinafter referred to as CUTANEA), and Ferrer Internacional, S.A., a Spanish corporation with its principal place of business at Av. Diagonal, 549, 5t h floor, 08029 Barcelona (Spain) (hereinafter indistinctly referred to as Ferrer and/or Supplier). CUTANEA and Ferrer taken together hereinafter are referred to as PARTIES. WITNESSETH: WHEREAS, CUTANEA is engaged in the distribution, promotion and sale of certain pharmaceutical, OTC and medical device products and in particular desires that Ferrer manufacture (directly and/or through a third party) and supply CUTANEA with the Products (as defined below); and WHEREAS, Ferrer and Medimetriks Pharmaceuticals, Inc. (hereinafter Medimetriks) entered into a License and Supply Agreement dated March 10, 2014, as amended, (hereinafter referred as LSA) pursuant to which among other things, Ferrer granted Medimetriks exclusive commercialization and distribution rights to the Product (as defined in the LSA) throughout the Territory (as defined in the LSA); and WHEREAS, with Ferrer's consent, CUTANEA has acquired and assumed the rights, duties and obligations of Medimetriks under the LSA; and WHEREAS, Ferrer desires to manufacture (directly and/or through a third party) and supply CUTANEA with such Products; NOW, THEREFORE, in consideration of the mutual covenants hereinafter expressed, the Parties, intending to be legally bound hereby, agree as follows: 1. DEFINITIONS 1.1 Act Act means the Federal Food, Drug and Cosmetic Act, as amended, and regulations promulgated hereunder. 1.2 Business Day Business Day means any day other than a Saturday, Sunday or other day on which banks in Philadelphia, Pennsylvania and/ or Barcelona, Spain are permitted or required to close by any applicable law. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





1.3 Confidential Information Confidential Information means, other than information described in Section 9.1.2, all business and technical information, including third party information, in whatever form or manner presented, which is: (a) disclosed by or on behalf of a party (the Disclosing Party) to the other party (the Receiving Party) or learned or observed by the Receiving Party before or during the term of this Agreement; and (b) disclosed during any discussions and proceedings relating to any of the foregoing information, whether disclosed in oral, electronic, visual, written or any other form. Confidential Information shall include all information of the Disclosing Party that the Disclosing Party would consider confidential or proprietary under the circumstances. The fact that the Disclosing Party may have marked or identified as confidential or proprietary any specific information shall be indicative that such Disclosing Party believes such information to be confidential or proprietary, but the failure to so mark information shall not determine that such information is or is not considered confidential information by such Disclosing Party. 1.4 FDA FDA means the United States Food and Drug Administration, or any successor entity thereto. 1.5 Forecasted Needs Forecasted Needs means CUTANEA's estimate of Products (including in trade/sample form) to be ordered from Supplier for the upcoming rolling [***] period. 1.6 Governmental or Regulatory Authority Governmental or Regulatory Authority means governments, regulatory authorities, governmental departments, agencies, agents, commissions, bureaus, officials, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities (a) having or purporting to have jurisdiction on behalf of any nation, territory or state or any other geographic or political subdivision of any of them, or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power. 1.7 Manufacture Manufacture means all the activities relating to production of the Products including packaging and shipment preparation, quality control and release of Products. All the references contained in this Agreement regarding manufacturing activities shall be deemed rendered by Supplier, even if performed by its designee (whether in the form of a subcontractor, agent or otherwise). In consequence, all Manufacturing activities with respect to the Products to be Manufactured hereunder by Supplier shall be carried out by Supplier (or its designee) at the notified facility and utilizing equipment in the manner set forth in the Specifications, except to the extent that Supplier receives CUTANEA's advance written permission to alter the location or specified usage of the equipment that may be required under the Specifications or the NDA, as applicable. 3 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





1.8 Product(s) Product(s) means product(s) as listed from time to time in Schedule A Manufactured by the Supplier (directly or through a third person) to meet the Specifications (as hereinafter defined); except as otherwise set forth on Schedule A, the Product will be ready for re-sale by CUTANEA to its customers in finished, final packaged form bearing CUTANEA's labels, it being understood that, after generic competition of the Product enters the market in the United States of America including Puerto Rico and the U.S. Virgin Islands, CUTANEA will be permitted to place orders for Product under a generic label. The term Generic shall be interpreted as defined under Section 1.17 of the LSA. 1.9 Specifications Specifications means, with respect to the Products, the critical quality standards that include test attributes, analytical procedures, and appropriate acceptance criteria and Manufacturing procedures for which such Product should conform to be considered acceptable for its intended use and conform to quality standards approved by Governmental and Regulatory Authorities and as provided in the NDA for the Products, and required for the Manufacture and supply of such Product(s). 1.10 Supply Price Supply Price means the price to be charged to CUTANEA from time to time by Supplier for Products Manufactured and supplied hereunder, as set forth in Schedule A. 2. PRODUCT MANUFACTURE AND SUPPLY 2.1 Manufacture and Purchase. Subject to the terms and conditions of this Agreement, Supplier agrees that it will, on a non-exclusive basis (but exclusive for supply of the Product in the United States of America including Puerto Rico and the U.S. Virgin Islands), Manufacture (directly or through a designee) for and provide and supply to CUTANEA, and CUTANEA agrees that it will purchase exclusively from Supplier, all of its requirements of the Products as follows: Supplier shall supply Products in accordance with the Specifications and in sufficient quantity to meet CUTANEA's Forecasted Needs for the length of this Agreement. All deviations from the Specifications must be approved by CUTANEA, in writing, prior to Supplier Manufacturing the Product. 2.2 Raw Materials and Components. As between Supplier and CUTANEA, Supplier shall be responsible for the supply of all raw materials and components necessary for the Manufacture of Products at no additional cost to CUTANEA. Supplier (or its designee) shall order the initial components for each Product as soon as CUTANEA provides Supplier (or its designee) with the relevant artwork for the Product. 4 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





2.3 Quality Tests and Checks. In order to assure the conformity of the Products to the Specifications, the Supplier shall deliver or cause to be delivered to CUTANEA, at the time of shipment, a certificate of analysis and compliance or other batch documentation upon reasonable request (such as, deviations, investigations, batch records) with respect to each batch of Product supplied hereunder in the form required by the Quality Agreement. 2.4 Forecasting and Other Obligations. 2.4.1 As soon as practicable following execution of this Agreement, but in any event within ten (10) Business Days, CUTANEA agrees to provide Supplier with a best estimate, non-binding (except for the first six months) forecast of its Forecasted Needs for Products (including in trade/sample form) for the upcoming rolling 18-month period (the Forecast). Thereafter, CUTANEA will update this rolling [***] Forecast quarterly. 2.4.2 With regards to the FDA Fees, CUTANEA shall maintain the NDA for the Products and pay, from time to time, all required FDA filing and related Product fees. 2.4.3 CUTANEA shall notify Supplier within one Business Day, after it receives any materially adverse contact or communication from any Governmental or Regulatory Authority that relates to any Product. Supplier shall notify CUTANEA as soon as reasonably possible after it receives any materially adverse contact or communication from any Governmental or Regulatory Authority that relates to any Product and may reasonably be expected to affect patient safety. For matters that would not reasonably be expected to affect patient safety, Supplier shall notify CUTANEA of such communications in its discretion. 2.4.4 CUTANEA shall provide Supplier with copies of all communications received from or sent to any Governmental or Regulatory Authority with respect to any Product within three business days after receipt or sending of the communication, as the case may be (subject to confidentiality and privilege restrictions, if any). CUTANEA shall consult with Supplier regarding the response to any inquiry or observation from a Governmental or Regulatory Authority relating to a Product. CUTANEA shall consider all reasonable requests and comments by Supplier with respect to all contacts and communications with a Governmental or Regulatory Authority. 2.5 Purchase Orders. 2.5.1 CUTANEA agrees to purchase from Supplier all Products Manufactured for CUTANEA in accordance with valid CUTANEA Purchase Orders pursuant to the terms of this Agreement and provided that such Products meet the Specifications approved by CUTANEA. 5 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





2.5.2 During the term of this Agreement, CUTANEA will order Product(s) by issuing firm Purchase Orders not less than [***] business days before the requested delivery date(s) of such Product(s), and Supplier shall provide approval of the Purchase Order by the Supplier within five (5) business days following the Purchase Order reception, such approval signifying Supplier's commitment to deliver such Product(s) on the requested deliver date(s), it being understood that Supplier must accept a Purchase Order for delivery of Product not less than [***] business days before the requested delivery date when included in the first [***] of the Forecasted Needs. Each purchase order shall set forth the Product for which the purchase order is being issued, the quantity being ordered (in trade/sample form), the Supply Price for the Product(s) being ordered and the requested delivery date for the Product being ordered, and the locations to which such quantities shall be delivered. 2.5.3 Within ten (10) Business Days following this Agreement becoming effective and thereafter on or before the last day of each calendar quarter, CUTANEA shall provide Supplier with specific data as to its Forecasted Needs for such Product (including in trade/sample form) for the following rolling [***]. Supplier will use commercially reasonable efforts to deliver Product to CUTANEA with minimum expiry dating remaining of [***]% of the approved shelf-life. 2.5.4 CUTANEA's purchase orders shall designate the desired quantities of Products, delivery dates and destinations. Supplier shall fill and ship all orders of Products in accordance with CUTANEA's reasonable written instructions. CUTANEA'S purchase order may specify up to three (3) shipping destinations per batch of Product but will be in full pallet quantities. Additional destinations can be accommodated only upon CUTANEA payment of a shipping preparation fee to be negotiated by Supplier and CUTANEA. 2.6 Acceptance / Rejection of Products. 2.6.1 All Products shall be submitted to inspection and evaluation by or on behalf of CUTANEA to determine whether or not said Products meet the Specifications. CUTANEA will provide in good faith written acceptance of a batch of Product or written notification of any deficiencies within two (2) Business Days after receipt of the Certificate of Analysis for the Product batch. Written acceptance of a batch of the applicable Product is required as a condition to the delivery of Product to Cutanea's designated shipping agent in accordance with Section 3. If for any reason Supplier does not receive any such notification within such two (2) Business Day period, Supplier will promptly notify CUTANEA of such fact and CUTANEA will as soon as practicable and, in any event within another two (2) Business Days thereafter provide such written notice to Supplier and be responsible for any storage or similar charges that Supplier may incur for not delivering such Product. The lack of reception of such written acceptance within the second two (2) Business Day period shall be deemed as the batch is accepted. If, once the Product is delivered, CUTANEA determines that there is any deficiency with respect to any Product, CUTANEA will notify Ferrer of such claim within fifteen (15) Business Days of delivery of the Products. Each such notice of rejection to Supplier shall specify in reasonable detail the ways in which the Product batch failed to meet Specifications. CUTANEA shall grant to Supplier (or its designee) the right to inspect or test said Product batch and dispute CUTANEA rejection according to the provisions provided in this Section 2.6. In the event that Supplier disagrees with CUTANEA's defective Product claim, the issue shall be submitted to a mutually agreed upon independent third party laboratory, whose decision shall be final and binding upon the Parties. The costs arising from the laboratory's intervention and the costs of the replaced Products (including return and destruction costs of the defective Products) shall be borne by the Party whose results were mistaken. As to any such Product batch which is determined to fail the Specifications (Rejected Product), CUTANEA shall have no obligation to pay for such Rejected Product and Supplier shall replace such Rejected Product as soon as possible and no later than ninety (90) days thereafter. 6 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





2.6.2 In the event of a conflict between the test results of Supplier and the test results of CUTANEA with respect to any shipment of Product batch, within thirty (30) days following receipt by Supplier of CUTANEA's notice of rejection, sample of such Product batch shall be submitted by Supplier (and/or its nominee) to an independent laboratory designated by Supplier (and/or its nominee) and reasonably acceptable to CUTANEA, which shall perform an assessment and whose findings shall be conclusive. The cost of the assessment shall be borne by (i) CUTANEA if the findings indicate the Product met all Specifications or (ii) Supplier (or its nominee) if the findings indicate the Product failed to meet any Specifications. 2.7 Supply Price. The initial Supply Price for each Product (commercial trade and sample units) to be paid by CUTANEA to Supplier are listed in Schedule A. These Supply Prices are for finished forms of the Products [***] (except as otherwise set forth herein). 2.8 Quality Agreement. The Parties shall enter into a Quality Agreement for the Products. If there is any conflict between this Agreement and the Quality Agreement solely with respect to quality assurance matters, the Quality Agreement will prevail, and with respect to all other matters, this Agreement will prevail. 2.9 Pharmacovigilance Agreement. The Parties shall enter into a pharmacovigilance agreement with respect to the Products (the Pharmacovigilance Agreement). If there is any conflict between this Agreement and the Pharmacovigilance Agreement solely with respect to adverse events and patient safety, the Pharmacovigilance Agreement will prevail, and with respect to all other matters, this Agreement will prevail. 7 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





2.10 Failure to Supply. 2.10.1 Supplier will promptly notify CUTANEA in writing in the event that Supplier is unable or anticipates that it will be unable to supply compliant Products in accordance with the requirements of this Agreement (each a Failure to Supply). Supplier undertakes to implement appropriate methods to ensure consistency of supply of the Product for the Territory throughout the Term of the Agreement, including but not limited to using its commercially reasonable efforts to qualify an alternative site owned or operated by Supplier or its Affiliates to Manufacture the Product and obtain approval thereof from the FDA and, if necessary the possible qualification of alternate sources of supply by Supplier. CUTANEA shall be entitled to propose to Supplier such alternate sources of supply if Supplier has not taken any steps to qualify such alternate supplier before the Failure to Supply, and Supplier shall evaluate in good faith the proposal from CUTANEA. Should the Parties agree to such qualification as a remedy to a Failure to Supply, then Supplier will grant any necessary licenses and conducting technology transfer as reasonably necessary to enable such alternate supplier to Manufacture the Product during Supplier's Failure to Supply. 2.10.2 If Supplier fails to supply all or part of any shipment of Products ordered by CUTANEA on the delivery date specified on the applicable purchase order for such shipment, in addition to any other remedies the CUTANEA may have, CUTANEA at its sole discretion, may require Supplier to supply the undelivered Products at a future date agreed upon by CUTANEA and Supplier, but nonetheless such Products shall count toward any binding purchase obligation of CUTANEA, whether as part of the Forecast or otherwise. 3. SHIPMENT AND RISK OF LOSS Supplier shall ship the Products ordered by CUTANEA hereunder [***]. Title to, and risk of loss for, Product, shall transfer from Supplier to CUTANEA upon [***]. [***]. 4. TERM AND TERMINATION 4.1 Term. This Agreement comes into force as of the Effective Date and shall remain valid during the term of the LSA. In consequence, if the LSA to be signed by the Parties is terminated for any reason whatsoever, the present Agreement will automatically terminate and be extinguished. 4.2 Termination. This Agreement may be terminated at any time upon the occurrence of any of the following events: 4.2.1 The failure of either party to comply with its obligations herein, which failure is not remedied within forty-five (45) calendar days after receipt by the breaching party of written notice of such default. 8 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





4.2.2 Either party may terminate this Agreement immediately by giving the other party written notice thereof in the event such other party in the event of (a) a voluntary assignment by the other party for the benefit of creditors; (b) the institution of voluntary proceedings by the other party in bankruptcy, insolvency, moratorium or for a receivership, or for a winding-up or for the dissolution of the other party; or (c) the taking of any action by the other party under any statutory act for relief from creditors, to the extent permitted by applicable Law. 4.2.3 The LSA is terminated or expires for any reason. 4.3 Additional Rights and Remedies. Termination under this Section 4 shall be in addition to the other rights and remedies of the terminating party as specified herein. 4.4 Return of Materials. Upon the expiration or termination of this Agreement for any reason whatsoever, Confidential Information of either party delivered to the other pursuant to this Agreement, including all formulae for the Products, shall promptly be collected and returned in whatever form it may exist. Upon the effective date of expiration or termination of this Agreement for any reason whatsoever, Supplier shall deliver to CUTANEA all Products Manufactured hereunder under valid Purchase Orders and shall invoice CUTANEA for such Products. Subsequent to the expiration or termination of this Agreement, the Parties shall continue to be responsible for rejected Products in accordance with the terms of this Agreement. 4.5 Survival. Termination or expiration of this Agreement shall not relieve either party of obligations or liability for breaches of this Agreement incurred prior to or in connection with termination or expiration. Sections 4.3, 4.4, 5, 6, 8.4, 9, 10, and 12 hereof and this Section 4.5 shall survive the termination or cancellation of this Agreement for any reason along with Section 1 and any other section of this Agreement to the extent necessary to interpret the other surviving sections of this Agreement. 5. WARRANTIES 5.1 Conformity with Specifications. Supplier warrants that all Products sold pursuant to this Agreement will have been Manufactured in accordance with the Specifications for the release of the Product. 9 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





5.2 Compliance with the Act. Supplier shall bear sole responsibility for the validity of all test methods and appropriateness of all Specifications. In addition, Supplier shall bear sole responsibility for all regulatory approvals, filings, and registrations and adequacy of all validation, stability, and preservative efficacy studies including responsibility for adequacy of all validation, stability, and preservative effectiveness studies performed by Supplier on behalf of CUTANEA. Supplier warrants that it has obtained and shall maintain any and all necessary approvals, licenses and permits necessary to perform its obligations under this Agreement. CUTANEA warrants that it has obtained any and all necessary approvals from all applicable Governmental or Regulatory Authorities necessary to distribute all Products under this Agreement. 5.3 Conformity with FDA Regulations and cGMPs. Subject to CUTANEA's compliance with the provisions set forth in Section 5.2 and Section 5.4 hereof, Supplier warrants that all Products Manufactured, held for sale, sold and shipped pursuant to this Agreement shall have been Manufactured and shipped by Supplier in compliance with applicable FDA regulations and current Good Manufacturing Practices as that term is defined under the Act. 5.4 Compliance of Packaging and Labeling with Laws and Regulations. CUTANEA warrants that all labeling copy and other material developed or produced by CUTANEA for use in connection with the Products and artwork approved, designated or supplied by CUTANEA shall be in compliance with all applicable laws and governmental regulations. Compliance with all federal, state, and local laws and regulations concerning Specifications for packaging and labeling provided by CUTANEA shall be the sole responsibility of CUTANEA. Supplier warrants that all packaging and labeling services performed hereunder will be in accordance with CUTANEA's Specifications. CUTANEA hereby warrants to Supplier that, to CUTANEA's knowledge, all CUTANEA labeling and artwork related to the Product do not violate or infringe any patent, copyright or trademark laws, and agrees to indemnify Supplier, its employees, officers, directors and representatives for any claim, loss or damage including reasonable attorney's fees paid or incurred by any of them in connection therewith. 5.5 Access to Supplier's Facilities. 5.5.1 Access. Supplier shall use its commercially reasonable efforts to permit CUTANEA to have access to Supplier's (and its agents' and subcontractors') facilities upon reasonable notice, during normal business hours for any reasonable purpose, including compliance with current Good Manufacturing Practices and the Act. Such access shall in no way give CUTANEA the right to any of Supplier's confidential or proprietary information not related to this Agreement or used in the Manufacture of any Product. 10 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





5.5.2 Audit. Without limiting the generality of the foregoing, but subject to the Quality Agreement, Supplier shall use its commercially reasonable efforts to permit CUTANEA to conduct, once annually during the Term, one quality assurance and Manufacturing costs audit for any reasonable purpose, including access to those portions of Supplier's (and its agent's and subcontractor's) facilities where services are conducted under this Agreement, upon reasonable advance notice and at reasonable times during regular business hours (an Annual Audit). Supplier shall not charge CUTANEA for time and expenses incurred by Supplier (or its agents and subcontractors) in connection with an Annual Audit. For purposes of this subsection, CUTANEA shall ensure that its duly authorized agents and representatives involved in the audit have signed or are otherwise bound to maintain the confidentiality of Confidential Information learned as a result of the audit in accordance with Section 9 and CUTANEA shall be liable for any breach of such obligation by such agents or representatives. 5.6 Patent and Other Intellectual Property Rights. Supplier represents and warrants to CUTANEA that, as of the Effective Date, to the best of Supplier's knowledge, information and belief, Supplier is not infringing (and does not guarantee that under its knowledge is infringing) upon any Third Party patent or the intellectual property rights of any Third Party relating to the Products. In addition, Ferrer can make no representations or warranties regarding any possible future infringement of Supplier Patent by a Third Party nor guarantee that the Products do not infringe future patents and/or any intellectual property right of a Third Party. 5.7 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, SUPPLIER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY OUT OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY WILL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. 5.8 Debarment. 5.8.1 Each of the parties, to the best of its knowledge, hereby represents, warrants, certifies and covenants that it is not debarred under Section 306 of the Act or similar local law. In the event that a party becomes debarred, the debarred party agrees to notify the other party immediately if the same affects Supplier's ability to lawfully supply the Products or CUTANEA's ability to lawfully purchase the Products. 11 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





5.8.2 Each of the parties represents, warrants, certifies and covenants that to the best of its knowledge it has not and will not use in any capacity the services of any individual, corporation, partnership, or association which has been convicted or debarred under Section 306 of the Act or similar local law. In the event that a party becomes aware of or receives notice of the conviction or debarment of any individual, corporation, partnership, or association providing services to such party, which relates to the execution or performance of this Agreement, Supplier agrees to notify CUTANEA immediately. 6. PRODUCT RECALLS 6.1 Initiating and Effecting Recall. Supplier, as the NDA holder for the Product, shall make all decisions with respect to any complaint or adverse drug experience, or any recall, market withdrawal or any other corrective action related to any Product. Supplier shall be responsible for processing and submitting to the applicable authorities or agencies all reports of adverse drug experiences and Product complaints in accordance with applicable Acts. Supplier shall investigate all complaints associated with the Manufacture, safety or efficacy of the Product. CUTANEA shall notify Supplier in accordance with the terms of the Quality Agreement and the Pharmacovigilance Agreement of any complaints received by CUTANEA concerning any Products. 6.2 Implementation of Recall. Supplier shall implement recalls of Products from the market or other corrective actions related to the Product. CUTANEA shall assist Supplier, to the extent necessary or relevant, in implementing withdrawals or recalls of Products from the market or other corrective actions related to Products. Upon the receipt by either party of any direction to withdraw or recall any Product from the market from any Governmental or Regulatory Authority having jurisdiction, the receiving party shall notify the other party as soon as practicable in accordance with the terms of this Agreement and the Quality Agreement. With respect to notice to CUTANEA, it should be sent to [ ].com or via phone at [ ]. To the extent any seizure, withdrawal, recall (whether voluntary or involuntary), or corrective action with respect to any Product (collectively, Product Action) results from the adulteration or contamination (other than any naturally occurring contamination that can be traced back to the Manufacturing process) of Product while in the care and custody of CUTANEA, CUTANEA shall be responsible for the costs of the Product Action. Otherwise, Supplier shall be responsible for all of the costs of the Product Action. 12 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





7. FORCE MAJEURE The occurrence of an event which materially interferes with the ability of a party to perform its obligations or duties hereunder which is not within the reasonable control of the party affected (or in the case of Supplier, any current manufacturer of the Product) not due to the affected party's malfeasance, and which could not with the exercise of reasonable due diligence have been avoided (Force Majeure), including, but not limited to, fire, accident, labor difficulty, strike, riot, terrorism, civil commotion, act of God, delay or errors by shipping companies or change in Law, Governmental or Regulatory Authority action or inaction, shall not excuse such party from the performance of its obligations or duties under this Agreement, but shall merely suspend such performance during the continuation of Force Majeure. The party prevented from performing its obligations or duties because of Force Majeure shall promptly notify the other party hereto (the Other Party) of the occurrence and particulars of such Force Majeure and shall provide the Other Party, from time to time, with its best estimate of the duration of such Force Majeure and with notice of the termination thereof. The party so affected shall use its commercially reasonable efforts to avoid or remove such causes of nonperformance. Upon termination of Force Majeure, the performance of any suspended obligation or duty shall promptly recommence. Neither party shall be liable to the other party for any direct, indirect, consequential, incidental, special, punitive or exemplary damages arising out of or relating to the suspension or termination of any of its obligations or duties under this Agreement by reason of the occurrence of Force Majeure. 8. CHANGES 8.1 Changes by CUTANEA. Any changes to the Specifications requested by CUTANEA must be approved by Supplier (or its designee) in its reasonable discretion and shall be incorporated and all costs and expenses associated with such changes shall be borne by CUTANEA. 8.2 Changes by Supplier. Any changes to the Specifications requested by Supplier must be notified to CUTANEA in advance to its implementation, and shall be incorporated only after approval of Governmental or Regulatory Authorities. All costs and expenses associated with such changes shall be borne by Supplier. 8.3 Changes by Governmental or Regulatory Authorities. The costs and expenses of any changes to the Specifications requested by any Governmental or Regulatory Authority shall be borne by Supplier unless the change, in the opinion of the JSC (as that term is defined in the LSA), entails a benefit to CUTANEA, in which case the costs arising from the changes and its implementation shall be borne by CUTANEA. 8.4 Obsolete Inventory. Any CUTANEA-specific inventory including, but not limited to, raw materials, work-in-process, packaging and finished goods rendered obsolete as a result of Supplier's supplier minimum order quantities that exceed the binding quantities of Product of Forecasted Needs, formula, artwork or packaging changes not requested by CUTANEA or by changes required by any Governmental or Regulatory Authority shall be destroyed in accordance with all applicable laws and regulations and Supplier shall indemnify CUTANEA for any liability, costs or expenses, including attorney's fees and court costs, relating to Supplier's failure to dispose of such inventory in accordance with such laws and regulations. Supplier shall also provide CUTANEA with all manifests and other applicable evidence of proper destruction as may be requested by CUTANEA or required by applicable laws and regulations. Any other materials rendered obsolete that are not result of Supplier's supplier minimum order quantities that exceed the binding quantities of Product of Forecasted Needs, formula, artwork or packaging changes requested by CUTANEA shall be reimbursed to Supplier by CUTANEA. 13 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





9. CONFIDENTIAL INFORMATION: INTELLECTUAL PROPERTY RIGHTS 9.1 Confidential Information. 9.1.1 All Confidential Information furnished by the Disclosing Party during the term of this Agreement shall be kept confidential and not used by the Receiving Party, except for purposes authorized by this Agreement, and shall not be disclosed to any person or firm, unless previously authorized in writing to do so, during the term of this Agreement and for an indefinite period thereafter. The Receiving Party may, however, disclose the same to its responsible officers and employees who require said information in order to perform such party's obligations under this Agreement, provided that said officers and employees shall have assumed like obligations of confidentiality. 9.1.2 Any other provisions hereof to the contrary notwithstanding, it is expressly understood and agreed by the Parties hereto that the obligations of confidence and nonuse herein assumed shall not apply to any information which may be demonstrated by documented means of sufficient evidence that: (1) is at the time of disclosure or thereafter becomes a part of the public domain through no fault, omission or other act of the Receiving Party or any individual or entity receiving such information, directly or indirectly, from the Receiving Party; or (2) was otherwise in the Receiving Party's lawful possession with no obligation or duty to maintain the confidentiality thereof prior to disclosure as shown by its written record; or (3) is hereafter disclosed to the Receiving Party by a third party lawfully entitled to possession of such Confidential Information and under no obligation or duty of confidentiality; or (4) is released from a confidential status by Disclosing Party as evidence by an instrument or agreement duly executed by Disclosing Party; or (5) is required to be disclosed pursuant to regulatory or legal requirements, provided that the Receiving Party provides reasonable advance notice to the Disclosing Party and the Receiving Party reasonably cooperates with the Disclosing Party to obtain confidentiality protection of such information. 14 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





9.1.3 The Receiving Party agrees that money damages would not be a sufficient remedy for any breach of the confidentiality obligations hereunder and that, in addition to all other remedies, the Disclosing Party will be entitled to seek injunctive or other equitable relief as a remedy for any such breach by the Receiving Party without having to post a bond. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any unauthorized release of Confidential Information or other breach of the confidentiality obligations hereunder of which it is or becomes aware. 9.2 Intellectual Property. Except as the Parties may otherwise expressly agree in writing, each party shall continue to own its existing patents, trademarks, copyrights, trade secrets and other intellectual property (Intellectual Property), without conferring any interests therein on the other party. Neither party shall acquire any right, title or interest in the other's Intellectual Property by virtue of this Agreement or otherwise, except to the extent expressly provided herein. 9.3 Publicity and SEC Filings. The Parties agree that, unless mutually agreed by the Parties in writing otherwise, no public announcement or press release regarding the execution of this Agreement shall be made. Notwithstanding anything to the contrary contained herein, each party agrees that it shall cooperate fully and in a timely manner with the other with respect to all disclosures required to be made to the SEC or any other Governmental or Regulatory Authority, including providing written notice to the other party and sufficient time to review and request confidential treatment of Confidential Information of either party included in any such disclosure. 10. INDEMNIFICATION 10.1 Indemnification by Supplier. Supplier shall indemnify, defend and hold CUTANEA harmless from any and all losses, damages, liabilities, costs, charges, expenses, including, without limitation, court fees and reasonable lawyers' fees and other legal expenses (collectively, Losses) to which CUTANEA may become subject as a result of any claim, complaint, suit, demand, action or other proceeding by any Third Party (collectively Claims), to the extent such Losses arise out of or in connection with: (i) the development, use, Manufacturing, storage, handling or distribution of the Products by Supplier or any of its Affiliates or contract suppliers of Products; (ii) the negligence or willful misconduct of Supplier or any of its Affiliates or contract suppliers of Products; or (iii) a breach or non-fulfilment by Supplier of its obligations according to this Agreement and/or any law in force; or (iv) a breach by Supplier of any warranty, representation, covenant or agreement made by it in this Agreement; except, in each case, to the extent such Losses result from (a) the negligence or willful misconduct of CUTANEA or (b) the breach by CUTANEA of any warranty, representation, covenant or agreement made by it in this Agreement and to the extent that such negligence, willful misconduct or breach it is stated by a final court decision. Notwithstanding the foregoing, Supplier shall have no obligation to indemnify CUTANEA for reasonable lawyers' fees and other legal expenses incurred by CUTANEA after Supplier has taken over the defense of such claim, Action or Proceeding in accordance with Section 10.3 unless and then only to the extent otherwise agreed to in advance in writing by Supplier. 15 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





10.2 Indemnification by CUTANEA. CUTANEA shall indemnify, defend and hold Supplier harmless from any and all Losses, to which Supplier may become subject as a result of any Claim to the extent such Losses arise out of or in connection with: (i) the development, use, storage, handling, distribution, marketing or selling of the Products by CUTANEA and its Affiliates; (ii) the negligence or willful misconduct of CUTANEA and its Affiliates; (iii) the breach or non-fulfilment by CUTANEA of its obligations according to this Agreement and/or any law in force; or (iv) a breach by CUTANEA of any warranty, representation, covenant or agreement made by it in this Agreement; except, in each case, to the extent such Losses result from: (a) the negligence or willful misconduct of Supplier (b) the breach by Supplier of any warranty, representation, covenant or agreement made by it in this Agreement and to the extent that such negligence, willful misconduct or breach it is stated by a final court decision. Notwithstanding the foregoing, CUTANEA shall have no obligation to indemnify Supplier for reasonable lawyers' fees and other legal expenses incurred by Supplier after CUTANEA has taken over the defense of such claim, Action or Proceeding in accordance with Section 10.3 unless and then only to the extent otherwise agreed to in advance in writing by CUTANEA. 10.3 Assertion of Claim. In the event that any claim is asserted against any party hereto, or any party hereto is made a party defendant in any action or proceeding, and such claim, action or proceeding (which shall mean any action, claim, suit, proceeding, arbitration or Governmental or Regulatory Authority action, notification, investigation or audit, hereinafter referred to as an Action or Proceeding) involves a matter which is subject to a claim for indemnification under this Section, then such party (an Indemnified Party) shall promptly give written notice to the other party or parties (the Indemnifying Party) of such claim, Action or Proceeding. If the Indemnifying Party agrees in writing to be bound by and to promptly pay the full amount of any final judgment from which no further appeal may be taken (or otherwise confirms its indemnification obligation responsibility to the satisfaction of the Indemnified Party) and if the Indemnified Party is reasonably assured of the Indemnifying Party's ability to satisfy such agreement, then such Indemnifying Party shall take over the defense of such claim, Action or Proceeding, except that, in such case, the Indemnified Party shall have the right to approve any attorney or counsel selected by the Indemnifying Party (which approval shall not be unreasonably delayed or withheld) and to join in the defense of said claim, Action or Proceeding at its own cost and expense. In no event shall the Indemnifying Party settle any such claim or potential claim, Action or Proceeding without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. 16 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





10.4 Insurance. 10.4.1 Each of Supplier and CUTANEA shall maintain and keep in force at its sole cost and expense throughout the Term of this Agreement and for three years following the effective date of expiration or termination hereof (if such policies are on a claims made basis), Commercial General Liability Insurance from carriers having an A. M. Best rating of A, including Product Recall, Bodily Injury and Property Damage Insurance, with a combined single limit of not less than $[***] per occurrence and $[***] in the aggregate annually (this limit can be secured via a combination of primary and excess/umbrella policies). In addition, each of the Parties shall maintain and keep in force at its sole cost and expense throughout the Term of this Agreement and for three years following the effective date of expiration or termination hereof (if such policies are on a claims made basis), Product Liability Insurance from carriers having an A.M. Best rating of A with a combined single limit of not less than $[***] per occurrence and in the aggregate annually. 10.4.2 Each party agrees to provide the other party with a Certificate of Insurance evidencing such coverage, naming the other party as an additional insured. Each party agrees to give the other party written notice, promptly, of any material change in or cancellation of coverages or limits. In addition, if and for so long as Supplier utilizes any subcontractor(s) or agents to provide services hereunder, Supplier will use its commercially reasonable efforts to cause each such subcontractor to hold, at least, the minimum insurance coverages listed above. 11. REPRESENTATIONS AND WARRANTIES 11.1 REPRESENTATIONS BY SUPPLIER. Supplier makes the following representations and warranties and agrees to notify CUTANEA immediately upon any future breach of these representations and warranties: 11.1.1 Organization of Supplier. Supplier is a Spanish corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. 11.1.2 Enforceability of this Agreement. The execution and delivery of this Agreement has been authorized by all requisite corporate action on the part of Supplier. This Agreement is and will remain a valid and binding obligation of Supplier, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors. 11.1.3 Absence of Other Contractual Restrictions. Supplier is under no contractual or other obligation or restriction that is inconsistent with Supplier's execution or performance of this Agreement. Supplier will not enter into any agreement, either written or oral, that would conflict with Supplier's responsibilities under this Agreement. 17 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





11.1.4 Qualifications of Supplier Personnel. Supplier has, and will engage, employees, subcontractors and/or consultants (Supplier Personnel) with the proper skill, training and experience to provide the services under this Agreement. Supplier will be solely responsible for paying Supplier Personnel and providing any employee or other benefits that they are owed. 11.1.5 Legal Compliance. Supplier will comply, in all material respects, with all laws, regulations and orders applicable to its operations. Supplier has and at all times during the term of this Agreement shall maintain all permits, licenses and similar authorizations required for it to perform its obligations under this Agreement. 11.2 Representations by CUTANEA. CUTANEA makes the following representations and warranties and agrees to notify Supplier immediately upon any future breach of these representations and warranties: 11.2.1 Organization of CUTANEA. CUTANEA is a Delaware corporation, duly organized, validly existing and in good standing under the laws of Delaware. 11.2.2 Enforceability of this Agreement. The execution and delivery of this Agreement has been authorized by all requisite corporate action on the part of CUTANEA. This Agreement is and will remain a valid and binding obligation of CUTANEA, enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors. 11.2.3 Absence of Other Contractual Restrictions. CUTANEA is under no contractual or other obligation or restriction that is inconsistent with CUTANEA's execution or performance of this Agreement. CUTANEA will not enter into any agreement, either written or oral, that would conflict with CUTANEA's responsibilities under this Agreement. 11.2.4 Legal Compliance. CUTANEA will comply, in all material respects, with all laws, regulations and orders applicable to its operations. CUTANEA has and at all times during the term of this Agreement shall maintain all permits, licenses and similar authorizations required for it to perform its obligations under this Agreement. 18 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





11.3 Anti-Corruption Undertaking Both parties shall comply with, and will not cause any party and its Affiliates, associates, directors, officers, shareholders, employees, representatives, sublicensees or agents worldwide to be in violation with any applicable anti-corruption laws, rules and regulations including but not limited to the United States Foreign Corrupt Practices Act (the FCPA) or U.K. Bribery Act 2010. Without limiting the foregoing, neither party will, directly or indirectly, pay any money to, or offer or give anything of value to, any Government Official, in order to obtain or retain business or to secure any commercial or financial advantage for the other party or for itself or any of their respective Affiliates. Each of the parties undertakes not to bribe Government Officials or any private companies or individuals, bribes having the following definition: Offering, promising, or giving a financial or other advantage to another person where it is intended to bring about the improper performance of a relevant function or activity, or to reward such improper performance; acceptance of the advantage offered, promised or given in itself constitutes improper performance of a relevant function or activity. Improper Performance means a breach of expectations that a person will act in good faith, impartially, or in accordance with a position of trust. Both parties must also (1) make and keep books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the company, (2) devise and maintain a system of internal accounting controls, and (3) at any time a party so requests in writing, but no more than once a year, grant to the other party commercially reasonable access to said books, records, systems and accounts to verify compliance. Such inspection shall be undertaken by an independent public accountant or accounting firm appointed by the requesting party and about whom the other party does not express a legitimate concern. For the avoidance of doubt, this restricted annual audit shall not apply to for-cause audits, which may be conducted at any time. 19 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





12. GENERAL PROVISIONS 12.1 Notices. Except for invoices, which shall be sent in accordance with Schedule A, all notices required or permitted under this Agreement must be written and sent to the address or facsimile number identified in this Agreement or a subsequent notice. All notices must be given (a) by personal delivery, with receipt acknowledged, (b) by facsimile followed by hard copy delivered by the methods under (c) or (d), (c) by prepaid certified or registered mail, return receipt requested, or (d) by prepaid recognized next business day delivery service. Notices will be effective upon receipt or at such later time as stated in the notice. Notices shall be sent: If to Supplier: Ferrer Internacional, S.A. Attention: Legal Department Av. Diagonal, 549, 5t h Floor 08029 Barcelona, Spain If to CUTANEA: Cutanea Life Sciences, Inc. Attention: President and CEO 1500 Liberty Ridge Drive Suite 3000 Wayne, PA 19087 With a copy (which shall constitute notice) to: Cutanea Life Sciences, Inc. Attention: General Counsel 1500 Liberty Ridge Drive Suite 3000 Wayne, PA 19087 Fax: +1 484.652.0223 12.2 Entire Agreement; Amendment. The Parties hereto acknowledge that this Agreement, including the Quality Agreement and the Pharmacovigilance Agreement and any exhibits, schedules or other attachments hereto sets forth the entire agreement and understanding of the Parties and supersede all prior written or oral agreements or understandings with respect to the subject matter hereof. In the event of any conflict between this Agreement and the LSA, this Agreement will control with respect to issues of quality assurance, patient safety, Supply Unit Price and changes to it, and other terms and conditions customarily associated with supply agreements for commercial pharmaceutical products. Notwithstanding the precedent, in the event of any conflict between Quality Agreement and/or Pharmacovigilance Agreement and this Agreement, Quality Agreement or Pharmacovigilance Agreement shall prevail with respect to terms and conditions customarily associated with Quality or Pharmacovigilance as respectively applicable. No modification of any of the terms of this Agreement, or any amendments thereto, shall be deemed to be valid unless in writing and signed by the party against whom enforcement is sought. No course of dealing or usage of trade shall be used to modify the terms and conditions herein. 20 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





12.3 Waiver. No waiver by either party of any default shall be effective unless in writing, nor shall any such waiver operate as a waiver of any other default or of the same default on a future occasion. 12.4 Assignment. This Agreement shall be assignable or transferable by either party hereto only with the consent in writing of the other party, such consent not to be unreasonably withheld. However, Supplier shall be free to assign this Agreement along with the LSA in favor of any third party, provided that the succeeding entity assumes all of the obligations under this Agreement and the LSA, and further provided that Supplier provides CUTANEA with prior written notice of such assignment. Any assignments, including but not limited to, sale, transfer, or license of brand or Products, shall not release the original party hereto from their duties and obligations under this Agreement. For the purposes of this Agreement, the terms subsidiaries and affiliates shall mean any entity controlling, controlled by, or under common control with, either of the Parties hereto. 12.5 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to any principles of conflicts of law thereof. Any suit or proceeding arising in respect of this Agreement will be tried exclusively in the United States District Court of the Southern District of the State of New York or, if that court declines to accept or does not have jurisdiction over a particular matter, any other State Court in the State of New York or Federal court of the United States of America located in the State of New York, and both parties irrevocably and unconditionally agree to submit to the exclusive jurisdiction of, and to venue in, such courts (and agree not to commence any action, suit, or proceeding relating thereto except in such courts). Both parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit, or proceeding arising out of this Agreement in such court, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum. Both parties further agree that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth below shall be effective service of process for any action, suit or proceeding brought against the parties in any such court. BOTH PARTIES HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING REGARDING THE SUBJECT MATTER OF THIS AGREEMENT. 21 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





12.6 Severability. In the event that any term or provision of this Agreement shall violate any applicable statute, ordinance, or rule of law in any jurisdiction in which it is used, or otherwise be unenforceable, such provision shall be ineffective to the extent of such violation without invalidating any other provision hereof. 12.7 Headings, Interpretation. The headings used in this Agreement are for convenience only and are not a part of this Agreement. 12.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same original. 12.9 Independent Contractor. In performing its services hereunder, Supplier shall act as an independent contractor. [Signature page follows.] 22 [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





IN WITNESS WHEREOF, the Parties hereto have each caused this Agreement to be executed by their duly authorized officers as of the date first above written. CUTANEA LIFE SCIENCES, INC. FERRER INTERNACIONAL, S.A. By: /s/ [***] By: /s/ [***] Its: [***] Its: [***] Date: Date: FERRER INTERNACIONAL, S.A. By: /s/ [***] Its: [***] Date: [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.





Schedule A Capitalized terms in this Exhibit A are defined in LSA. The initial purchase price for trade units of the Products shall be set at $[***] per [***] sample tube of the Product, $[***] per [***] trade unit of the Product, $[***] per [***] trade unit of the Product, and $[***] per [***] trade unit of the Product, FCA manufacturing site (the Supply Unit Price). Notwithstanding the foregoing, after December 31, 2018 and during the term of this Agreement, Ferrer may change its Supply Unit Price on any or all the Products from time to time, but no more than once annually, based on documented actual increases to Ferrer's direct manufacturing and labor (but specifically excluding overhead) costs (or those charged by its nominee), provided that Ferrer furnishes the Company with at least thirty (30) days prior written notice of any such change. The increase shall apply to any order received by Ferrer after the communication date of the increase. In the event that the new Supply Unit Price for the Products may make the business not feasible, the Parties, in good faith and through the Joint Steering Committee, agree to meet and negotiate in good faith an alternative solution. The purchase price for the Products shall be paid in US Dollars by the Company and such payment terms shall be [***] following the date that the Products are received and accepted (as per Article 4.4 of the LSA) by the Company, by wire transfer into an account designated by Ferrer. Invoices shall be generated upon shipment of Product from Supplier. Invoices should be sent by email to the following address: invoice@cutanea.com. Failure to send invoices to the email address provided herein may cause a delay in approval and payment. In the event that the Company does not fulfill such terms, Parties agree to discuss in good faith alternative payment conditions. In case there is not an agreement between the Parties after 30 days, Ferrer will accept an irrevocable and guaranteed letter of credit payable as term of payment. Additionally, Parties agree to share exchange EUR/ USD rate fluctuations covering the payment of royalties. More concretely, within the first 30 days after every calendar year, Ferrer will calculate the average annual EUR/USD rate based on the EUR/USD rates published in the Financial Times the last business day of every month. Such EUR/USD average rate will be compared with the rate applied in every invoice during the year. If, as a result of this reconciliation, there arises a difference above or under [***]%, Parties agree to share the resulting amount on an equitable basis (50%). Ferrer will report the reconciliation to the Company for its acceptance and, after 15 business days, issue an invoice which will be debited/credited in the next 30 days by wire transfer into the accounts designated by the Parties. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
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term under the Agreement will not be effective unless mutually agreed to in writing and signed by authorized representatives of both parties. Neither party shall be bound by typographical or clerical errors.

G.       Neither party is liable for its failure or delay to perform its obligations under the Agreement due to strikes, wars, revolutions, acts of terrorism, fires, floods, explosions, earthquakes, shortages in labor, components or materials, government regulations, or other causes beyond its control.

H.       This Agreement may not be assigned by either party without prior written permission from the other party, which permission shall not be unreasonably withheld or delayed. Any attempt by either party to assign any right, or delegate any duty or obligation which arises under the Agreement without such permission will be voidable.

19.      ENTIRE AGREEMENT, GOVERNING LAW

This Agreement, including its attachment and order acknowledgments under the Agreement, constitutes the entire agreement between Distributor and NETGEAR with respect to the purchase, resale and distribution of the Products and is governed by the laws of the State of California except that body of law dealing with conflicts of law.

INGRAM NETGEAR Distributor Agreement    11                                083096

* Portions denoted with an asterisk have been omitted and filed separately   with the Securities and Exchange Commission pursuant to a request for   confidential treatment.

                                    EXHIBIT 1

                                DISCOUNT SCHEDULE

The initial Discount offered Distributor for purchase or license of NETGEAR Products included on the NETGEAR Price List in effect on the Effective Date of this Agreement is [*] off of the then current NETGEAR list price.

Distributor agrees that the foregoing Discount is only applicable to Products included on the NETGEAR Price List on the Effective Date of this Agreement. NETGEAR reserves the right to add Products to the Price List at its sole discretion and any such additional Products shall be offered to Distributor at discounts to be determined at that time.

INGRAM NETGEAR Distributor Agreement    12                                083096

                                    EXHIBIT 2

                           DISTRIBUTOR'S ROUTING GUIDE

INGRAM NETGEAR Distributor Agreement    13                                083096

CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with   the Securities and Exchange Commission pursuant to a request for confidential   treatment.

                                    EXHIBIT 3

                               CMD NAMED ACCOUNTS [*]

INGRAM NETGEAR Distributor Agreement    14                                092696

                                    EXHIBIT 4

                                 MARKETING PLAN

INGRAM NETGEAR Distributor Agreement    15                                083096

                         CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with   the Securities and Exchange Commission pursuant to a request for confidential   treatment.

                                    AMENDMENT                                      TO THE                               DISTRIBUTOR AGREEMENT                                      BETWEEN                                   INGRAM MICRO                                        AND                                      NETGEAR





This Amendment is entered into effective October 1,1996 (Amendment Date) by and between NETGEAR, Inc. (NETGEAR), a wholly owned subsidiary of Bay Networks, Inc., and Ingram Micro (Distributor) acting on behalf of itself and its affiliates.

NETGEAR and Distributor having previously entered into a Distributor Agreement (Agreement) with an Effective Date of March 1,1996, now mutually agree to amend that Agreement as follows:

1.       Subject to the terms of this Amendment, the Territory listed in Section          2 of the Agreement is amended to be the United States and [*].

2.       During the initial one year period beginning on the Amendment Date,          Distributor shall be the only distributor appointed by NETGEAR in [*],          subject to Distributor conducting mutually agreed to marketing          activities as described in the Marketing Plan for [*] to be developed          and agreed to by and between the parties and which shall be attached to          and made a part of this Agreement as Exhibit 4a. For the purposes of          this provision, distributor shall mean a company acquiring products          directly from NETGEAR for resale or license to dealers or other second          tier resellers which in turn resell or license the products to end use          customers. The foregoing notwithstanding, during the [*] and any          subsequent period, NETGEAR reserves the right to sell or license          Products in [*] to customers other than distributors such as, but not          limited to resellers who procure Products at centralized locations for          resale to end-use customers solely through their wholly or majority          owned retail outlets, both store-front and catalog. Following the [*],          for any extension or renewal term, Distributor's appointment as          Distributor shall be non-exclusive and NETGEAR may appoint other          distributors in [*] at its sole discretion.

3.       The terms and conditions of this Amendment, shall amend and supersede          any conflicting terms of the original Agreement. All other terms of the          original Agreement shall remain unchanged.

IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the date first written above.

NETGEAR:                                       DISTRIBUTOR:

NETGEAR, INC.                                  INGRAM MICRO

By: /s/ Lloyd Cainey                           By: /s/ Michael Terrell     ---------------                                ------------------- Name: /s/ Lloyd Cainey                         Name:   Michael Terrell Title: Exec VP Enterprise Business Group       Title:  Vice President Purchasing Date:  4/30/97                                 Date:   2/21/97

Ingram Amendment                        1                                 111296

                         CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with   the Securities and Exchange Commission pursuant to a request for confidential   treatment.

[INGRAM MICRO LOGO]

                               AMENDMENT #2 TO THE                              DISTRIBUTION AGREEMENT

THIS AMENDMENT (the Amendment) is entered into this 15th day of July 1998, by and between INGRAM MICRO INC. (Ingram) and NETGEAR, INC. (Vendor).

The parties have agreed to amend their Distribution Agreement (Agreement) dated October 1,1996.

1.       Section 2, TERRITORY, is amended to be United States, [*].

2.       This Amendment shall remain in effect for the current term and any          renewal term of the Agreement.

Notwithstanding the foregoing, all other provisions of the Agreement remain unchanged. The undersigned has read this Amendment, agrees hereto, and is an authorized representative of its respective party.

INGRAM MICRO INC.                                    NETGEAR, INC. 1600 East St. Andrew Place                           4401 Great America Parkway Santa Ana, CA 92705                                  P.O. Box 58185                                                      Santa Clara, CA 95052-8185

By: /S/ AC Mann                                         By: /s/ PATRICK Lo     ----------------                                        -------------------- Name:  AC Mann                                       Name:  PATRICK Lo Title: VP Purchasing                                 Title: V. P.

Netgear, Inc.                     1                  Confidential Doc Rev 2/97                                              7/15/98 
Question: Highlight the parts (if any) of this contract related to Exclusivity that should be reviewed by a lawyer. Details: Is there an exclusive dealing  commitment with the counterparty? This includes a commitment to procure all “requirements” from one party of certain technology, goods, or services or a prohibition on licensing or selling technology, goods or services to third parties, or a prohibition on  collaborating or working with other parties), whether during the contract or  after the contract ends (or both).

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