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

[Q]: Exhibit 10.28

[*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

JOINT VENTURE AGREEMENT

BETWEEN

KIROMIC BIOPHARMA Inc., a Delaware Company, Fannin South Professional Building, 7707, Fannin St. Suite 140, Houston TX 77054 USA, in person of the Legal Representative of the Chief Executive Officer dr. Prof. Maurizio Chiriva Internati, PhD

AND

MOLIPHARMA S.R.L. an Italian Company stated in Campobasso, Via del Castello n. 3, FISCAL CODE AND VAT NUMBER: 01655870705 in person of the Legal Representative Avv. Giovanni Meliadò;

each a Party and, together, the Parties.

WHEREAS A. Kiromic is a Company active in the fields of:

Research and development, in the field of immunotherapy, immuno-oncology, infectious diseases, cardiovascular disease, auto immune diseases, inflammatory diseases and gene editing that develops highly effective and safe immuno-therapies to address and defeat different types of cancer and serious diseases and unmet medical needs;

Research and development of Artificial Intelligence technologies and a multi-purpose computational platform capable of identifying new cancer immunological targets for T and B cells. B. Molipharma s.r.l. is a spin-off of the Università Cattolica del Sacro Cuore and active in the fields of:

research, development, production and marketing, also through licensing, of new products, synthetic drugs and applications, new technologies and innovative process and product applications in the pharmaceutical, pharmacological, clinical and therapeutic fields, also -1-





protectable under the regulations for intellectual property, with the consequent possibility of exploitation and industrial exploitation;

analysis, research, reports, pre-clinical and clinical studies, consultancy, technical development activities, on its own behalf or for third parties, in the field of genetic, muscular, immune, haematological, oncological, gynecological, urological pathologies C. The Parties wish to collaborate for the common purposes about the research and development of at least two clinical trial programs: a. Pre-clinical validation and clinical trial development of several targets in different clinical indications, and particularly in Ovarian Cancer b. Pre-clinical validation and clinical trial development of countermeasures against Covid19 Sars CoV2 outbreak, including oral vaccines, as well as therapeutic and diagnostic solutions.

NOW, THEREFORE, the Parties agree as follows: 1. SCOPE AND AREAS OF THE JV

The Parties wish to collaborate to the Joint Venture (JV), with their respective efforts and possibilities of support, assistance, advice, co-operation, and resources for the common purposes about the research and development of the pre-clinical and clinical trial programs mentioned above. 2. PARTIES OBLIGATIONS

Notwithstanding as referred to the point 1, the Parties wish to collaborate to the JV in the respective R&D areas; for the firsts two clinical trial programs, they undertake to collaborate as follow:

Topic 1. Clinical trial program in Oncology.

With regard to the JV between the Parties about the Clinical trial program in Oncology, the respective obligations are regulated below: - Molipharma, through a separate agreement with UCSC, undertakes to provide the tissue samples and parts of tumors; - Molipharma undertakes to make UCSC the site for clinical trials and in particular Molipharma undertakes to make UCSC the main site for clinical trials in cancer using -2-





the specific isoforms CAR (Chimeric Antigen Receptor) and/or check inhibitor technology, Exhibit A - Kiromic is committed to bear all costs necessary for R&D, including all clinical development costs, according to the terms and conditions set out in point n. 3;

Topic 2. Clinical trial program in Covid19 Sars CoV2 Vaccine

With regard to the JV between the Parties about the clinical trial program in Covid19 Sars CoV2 Vaccine, the respective obligations are regulated below: - Kiromic is committed to sharing patents and know-how in relation to the following products which will be licensed to the JV exclusively for the application in the specific and limited field of sars-cov-2 threat and relative disease COVID-19: (i) VAPAs-Viral Antigen Proteins Associated © (Kiromic-2020) derived from Diamonds AI - Artificial Intelligence Platform for Discovery and Prediction Antigen Protein (ii) Platform of DC Vaccines (dendritic cell vaccine) - for therapeutic purposes - nominated BSK 01; (iii) Oral Delivery Platform for Prophylactic Vaccine - accompanying immuno-boosting therapy - therapeutic vaccine administration - nominated BSK02 (iv) Other patents eventually applicable in the specific field. - Molipharma provides skills, competencies, relationships, financial resources and means for development; - Molipharma is committed to ensuring that the development and testing of the vaccine and any associated clinical trial studies are carried out through the specialized structures of the UCSC. - Molipharma provides skills, competencies, relationships, financial resources and means for development; - Molipharma is committed to ensuring that the development and testing of the vaccine and any associated clinical trial studies are carried out through the specialized structures of the UCSC. - Molipharma undertakes to make UCSC the site for clinical trials and in particular - Molipharma, through a separate agreement with UCSC, undertakes to provide the biological samples necessary to carry out the Research and Development, such as, but not limited, blood, serum, saliva, clinical data, tissues samples of living and dead patients etc ; - Molipharma is committed to bear all costs necessary for R&D, including all clinical development costs, according to the terms and conditions set out in point n. 3; 3. STEERING COMMITTEE AND TECHNICAL CO-ORDINATION COMMITTEE

The Parties agree to establish a Steering Committee, which will remain in force for the entire period of the JV, composed of two members for each Company [e.g. Americo Cicchetti - To Be Nominated and Maurizio Chiriva - Gianluca Rotino], with the task of identifying the strategic objectives of the collaboration and providing general guidelines.

The Steering Committee shall appoint, within 30 days of the signature of this JV, a Technical Committee composed of one representative of each of the Parties in relation to each specific -3-





clinical trial program, which shall have the function of coordinating the technical and administrative activities to be undertaken in the framework of this JV.

The tasks assigned to the Technical Committee are to: a. propose any new project to be developed to the Steering Committee; b. define the specific guidelines for each project and check the execution processes and timelines implemented under this JV; c. check at least quarterly the progress of the clinical development programs, the correct implementation of the commitments undertaken, including the economic ones; in the event of failure by one of the Parties to comply with these commitments, the Technical Committee shall promptly inform the Steering Committee; d. report, every six months, to the Steering Committee on the activities carried out and the results achieved under the Agreement; e. propose to the Steering Committee any changes in the projects referred to in point 2 and/or any changes in the economic commitments made and their utilization.

The parties undertake, within 30 days from the signing of this JV, to grant a specific written and notarial mandate, which gives Molipharma the power to represent the JV vis-à-vis third parties for the performance of ordinary and extraordinary acts deemed necessary for the quickest and most profitable achievement of the objectives set forth in point 2, including the right to enter into partnership and/or collaboration contracts with external entities. 4. JV FUND

Kiromic undertakes to financially support the entire research program in oncology;

By way of example, Kiromic undertakes to finance the following items: a. The expenses for the supply of equipment and materials, as well as those related to their ordinary and extraordinary maintenance, necessary for the development of the program; b. Medical and subsistence expenses in favor of the patients who will be selected for the clinical trials and any expenses necessary for third party vendors (such as Contract Research Organizations, central labs, couriers, etc…) necessary for planning and executing such clinical trials; -4-





c. Funding of scholarships and/or research grants for the staff who will be assigned to the research and development of the projects referred to in point 2; d. Funding of educational or training initiatives.

Subsequent contributions will be provided by Kiromic to the common fund upon presentation of individual purchase orders and/or proofs of expenditure —which will be paid for each time starting upon the successful IPO (Initial Public Offering) of the Kiromic's common shares.

Molipharma undertakes to financially support the entire research program against sars-cov-2.

By way of example, Molipharma undertakes to finance the following items, either directly or indirectly through research grants or other non-diluting funds, awarded by European and/or Italian Institutions: a. The expenses for the supply of equipment and materials, as well as those related to their ordinary and extraordinary maintenance, necessary for the development of the program; b. Medical and subsistence expenses in favour of the patients who will be selected for the clinical trials and any expenses necessary for third party vendors (such as Contract Research Organizations, central labs, couriers, etc…) necessary for planning and executing such clinical trials; c. Funding of scholarships and/or research grants for the staff who will be assigned to the research and development of the projects referred to in point 2; d. Funding of educational or training initiatives.

Subsequent contributions will be provided by Molipharma to the common fund upon presentation of individual purchase orders and/or proofs of expenditure - which will be paid for each time. 5. STAFF ACCESS

Molipharma allows Kiromic's staff in charge of the above research programs to have access to its own structures, identified from time to time, as well as the possible use of its own equipment, in compliance with the law provisions and the regulations therein applied, in compliance and observance of the protection, safety and health standards therein applied.

Alternatively, Kiromic allows Molipharma' staff in charge of the above programs to have access to its own structures and to its laboratory equipment, identified from time to time, in compliance -5-





with the law provisions and the regulations therein applied, in compliance and observance of the protection, safety and health standards therein applied.

The staff of each of the Parties to this JV who, by this Agreement, have access to the structures and equipment of the other company, shall be liable for any damage caused to such equipment and to third parties.

The Parties shall provide civil liability insurance cover to their own personnel with respect to accidents and damages charged to them. 6. INTELLECTUAL PROPERTY RIGHTS AND PROHIBITION OF TRANSFER TO THIRD PARTIES

The Parties undertake to promptly notify each other about the achievement of the Scope, as mentioned in point 2 (the Results) , that may be subject to Industrial and Intellectual Property Rights, within 30 days from the achievement of such Results and to cooperate in the evaluation of the existence of the necessary requirements for the patenting/registration of such Results.

The Industrial Property Rights on the Results, as well as the Intellectual Property Rights realized in the research activities covered by this JV, are due jointly to the parties in equal shares (50% for each Party), without prejudice to the possibility of agreeing in writing, during the course of every specific activity, about the modification of the respective shares of co-ownership, based upon the actual contribution of each of the Parties to the research activities, and also without prejudice to the recognition of the intellectual rights due to each inventor pursuant to current legislation.

The parties will agree, by separate agreement, on the specific discipline relating to the management of rights in co-ownership; it is agreed that Molipharma may always use the Results for teaching and research purposes.

If one of the Parties has no interest in applying for a patent, it will inform the other Party within 30 days from the communication of the Results referred to in paragraph 1. In this case the Party concerned shall have the right to proceed with the submission of the application on the Results at its own expense and in co-ownership with the other Party, subject to written notice. The Party which is not interested in the application shall undertake to transfer its own share of ownership to the other Party, free of charge once it has obtained the patent title. -6-





Each Party is the owner of the Industrial and Intellectual Property Rights relating to its own: a. Background: All knowledge, information and intangible assets protected under national Law System and international intellectual and industrial property laws and regulations, created or otherwise obtained by a Party prior to the begin of the activity covered by this Agreement. b. Sideground: All knowledge, information and intangible property protected under national Law System and international intellectual and industrial property laws and regulations made or otherwise obtained by a Party during the term of this Agreement but not in the execution of this Agreement.

Notwithstanding the foregoing, the Parties shall grant each other, free of charge, a non-exclusive right to use their respective Backgrounds in connection with the activities which will be carried out by this JV and by reason of their execution. This right is granted for the duration of the Agreement only, with the express denial of sublicensing or transferring it to any third party for any reason whatsoever.

The Sideground of each Party may not be used by the other Party without the express written authorization of the owner.

The sale, licensing or any other type of agreement providing for the transfer, even temporary, to third parties of intellectual and industrial property rights deriving from the research programs referred to in point 2 is excluded, unless there is prior agreement between the Parties.

Kiromic assigns to Molipharma all the rights of publication of the research, unless they are considered confidential for patenting. To this purpose, before each publication, Molipharma will send in advance the text of the publication to Kiromic for approval. The consent of Kiromic will be tacitly granted after 30 days from receipt of the request for authorization of disclosure.

The same procedure indicated in the previous paragraph will be also applied to Kiromic in case it wants to perform a publication on the research. 7. ECONOMIC RIGHTS

The commercial rights arising from the research programs referred to in point 2 are divided as follows:

Oncology

All economics rights are solely owned by Kiromic Biopharma.

Kiromic will grant to Molipharma the follows royalties: - *% of the realized turnover by the marketing of Ovarian Cancer research results in Italy; -7-





- *% of the realized turnover by the marketing of Ovarian Cancer research results in Europe.

Sars-cov-2 - The economic rights for Europa will be an exclusive ownership of Molipharma - The economic rights in the U.S. will be an exclusive ownership of Kiromic. - For the rest of the world, the economic rights will be divided as follows: *% Kiromic; *% Molipharma. 8. DURATION

This JV Agreement shall become effective on the signing date and shall have a duration of * years, extendable for a further * years, unless notice of non- renewal is sent one year before the natural expiry date.

This JV shall automatically cease to be effective on the date when the JV is wound-up or is the target of any kind of insolvency procedure.

Termination of this JV Agreement shall not relieve the Parties of their obligations due at the time of such termination, nor shall such termination prejudice any claim of either Party accrued, or to accrue, on account of any default or breach by the other Party. 9. WITHDRAWAL AND RESOLUTION

The Parties may withdraw from this JV only for serious and justified reasons or by mutual consent. The withdrawal must be exercised by written notice, to be sent to the other Party by certified letter or PEC, with minimum notice of 30 days.

Withdrawal or termination by mutual consent shall only have effect for the future and shall not affect the part of the Agreement already executed.

In case of withdrawal according to the previous paragraph, Kiromic is obliged to cover Molipharma for the expenses incurred and for those committed, related to the research programs being developed, until receipt of the notice of withdrawal. -8-





Pursuant to art. 1456 of the Italian Civil Code, this JV shall be terminated by right in the following cases: a. Breach of confidentiality obligations; b. Unilateral and unagreed variation of the Scope of the JV; c. Failure of each Party to comply with its obligations, including the economic commitments.

The Party concerned must communicate by registered letter with return receipt, or PEC, its intention to avail itself of the termination clause.

In the event of termination of the Agreement pursuant to this clause or, in any case, to termination due to Kiromic's default, the same is required; in addition, Kiromic undertakes to the reimbursement of expenses incurred and/or committed by Molipharma, and agrees to recognize financially the additional damage suffered by Molipharma by such a default.

Upon termination of the contract, the agreement set forth in clause 5 (Intellectual property rights and prohibition of transfer to third parties) and clause 6 (Economic rights) will remain into force. 10. TERMINATION

Each Parties shall have the right to terminate its obligations, if one of the following events occurs: the Company (i) applies for or consents to the appointment of a receiver, trustee, custodian or liquidator of itself or substantially all of its property, (ii) becomes subject to the appointment of a receiver, trustee, custodian or liquidator of itself or substantially all of its property, (iii) makes an assignment for the benefit of creditors, (iv) institutes any proceedings under or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, or files a petition or answer seeking reorganization or an arrangement with creditors to take advantage of any insolvency law, or files an answer admitting the material allegations of a bankruptcy, reorganization or insolvency petition filed against it, or (v) becomes subject to any involuntary proceedings under the state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, when proceeding is not dismissed within thirty (30) days of filing, or have an order for relief entered against it in any proceedings under Bankruptcy Code. -9-





11. SENSITIVE INFORMATION

The Parties shall keep confidential any information exchanged between them in connection with the negotiation, execution and performance of this JV Agreement; it is agreed that these confidentiality obligations shall not apply with respect to any information which: (a) becomes generally available to the public other than as a result of an unauthorised disclosure by a Party, (b) was available to a Party prior to its disclosure by the other Party, (c) is disclosed pursuant to a requirement of a court or other public authority or for the purpose of enforcing the rights and obligations set forth in this Agreement. 12. GENERAL PROVISIONS

All notices, demands, requests or other communications which may be or are required to be given, served or sent by any Party to any other Party pursuant to this JV Agreement shall be in writing and shall be hand delivered, sent by DHL (or by comparable international air courier) or mailed by first- class, registered or certified mail, return receipt requested, postage prepaid, or transmitted by telecopy, and shall be addressed as follows: (i) If to KIROMIC:

To the attention of the managing director

Telephone (ii) if to MOLIPHARMA:

To the attention of Mr. Giovanni Meliadò

Telephone

Each Party may designate by written notice an address to which any notice, demand, request or communication may thereafter be so given, served or sent.

Each of the communications mentioned herein, given in the way described herein, shall be deemed sufficiently given, served, sent, received or delivered for all purposes at the time it is received, if made by hand delivery, or at the time indicate in the return receipt if made -10-





by mail or courier, or at the time indicated in the answer-back of the telefax machine of the receiving Party in case it is made by telefax.

No delay or failure on the part of any Party hereto in exercising any right, power or privilege under this JV Agreement or under any other documents in connection with or pursuant to this Agreement shall impair any such right, power or privilege or be construed as a waiver of any default or any acquiescence therein. No single or partial exercise of any such right, power or privilege shall preclude the further exercise of such right, power or privilege, or the exercise of any other right, power or privilege. No waiver shall be valid against any Party hereto unless made in writing and signed by the Party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein.

If any part of any provision of this JV Agreement or of any other document given pursuant to or in connection with this JV Agreement shall be invalid or unenforceable in any respect, such part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of such provision or the remaining provisions. The void provision shall be substituted by a valid provision, the nature and economic consideration of which comes as close as possible to the void provision. In the event that matters relevant to the subject matter of this JV Agreement are not addressed herein, the Parties shall negotiate in good faith to agree a provision or provisions which, given the nature and economic considerations of the JV Agreement and related agreements, the Parties would have agreed upon had they considered the matter at the time of the execution of this JV Agreement. If the invalidity or unenforceability of any provision hereof is due to the excessive scope of such provision, such provision shall be deemed valid and enforceable to the greatest extent permitted by applicable law.

This JV Agreement cannot be assigned by a Party, also as a result of the transfer of a business as a going concern, of a merger, of a de-merger or of a spin-off, without the prior written consent of the other Party. Subject to the above, this JV Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, heirs, executors, administrators, legal representatives and assigns.

Each of the Parties hereby agrees to take or cause to be taken such further actions, to make and receive or cause to be made and received any legal declarations, execute, deliver and file or cause to be executed, delivered and filed such further documents, and will obtain -11-





such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this JV Agreement mentioned. Without limiting the generality of the foregoing, in case the Commission of the European Union, or any other competent regulatory authority, both national and supranational, makes the clearance of any of the transactions contemplated by this JV Agreement conditional upon changes or additions to the regulation herein set forth, the Parties shall negotiate in good faith all those amendments that are necessary or proper to comply with such requests by keeping unaltered the spirit of this JV Agreement and the balance of interests herein reflected.

Each of the Parties hereto guarantees to the other Party that it has not engaged any broker, finder or agent in connection with the transactions contemplated by this JV Agreement and has not incurred (and will not incur) any unpaid liability to any broker, finder or agent for any brokerage fees, finders' fees or commissions, with respect to the transactions contemplated by this JV Agreement. Each Party agrees to indemnify, defend and hold harmless the other Party from and against any and all claims asserted against it for any such fees or commissions by any persons purporting to act or to have acted for or on behalf of the indemnifying Party.

Each Party hereto shall pay its own expenses incident to this JV Agreement and the transactions contemplated hereunder, including all legal and accounting fees and disbursements. 13. CONFIDENTIALITY

In this Clause, Confidential Information means (without limitation) the existence and contents of the Documents and the existence and contents of any agreement or arrangement entered into pursuant to any of the Documents and information relating to: - the customers, suppliers, business, assets or affairs (including financial information) of any Party,

including information relating to the marketing of any products or services (for example, customer names and lists and any other details of customers, sales targets, sales statistics, market share statistics, prices, market research reports and surveys and advertising) and other promotional materials; future projects; business development or planning; and -12-





commercial relationships or negotiations, but excluding in any case the information in Clause 6.2.

Information is not Confidential Information if: (a) it is or becomes generally available to the public (other than as a result of its disclosure in breach of this Agreement); (b) the disclosing Party can establish to the reasonable satisfaction of the other Party that it found out the information from a person not connected with the other Party or its Associated Companies or the Company and that such person is not under any obligation of confidence in respect of the information; or (c) the disclosing Party can establish to the reasonable satisfaction of the other Party that the information was known to the disclosing Party before the date of this Agreement and that it was not under any obligation of confidence in respect of the information.

Each Party irrevocably agrees, undertakes and covenants with the other Party and the Company and any Subsidiary of the Company that it shall at all times keep confidential (and use all reasonable endeavours to ensure that its employees, agents and Associated Companies, and the employees and agents of such Associated Companies, and the Company shall keep confidential) any Confidential Information and shall not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement, and shall not disclose such Confidential Information except: (a) to an Associated Company or to a Party's professional advisers where such disclosure is for a purpose related to the operation of this Agreement; (b) with the written consent of such of the Company or the Party or any Associated Company to which the information relates; (c) as may be required by law or by the rules of any recognized stock exchange, or governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible; -13-





(d) a Party may, provided it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Anti-Corruption Rules, disclose Confidential Information to the relevant governmental or other regulatory authority without first informing the other party of such disclosure; (e) to any tax authority to the extent reasonably required for the purposes of the tax affairs of the party concerned or any of its Associated Companies; or (f) Confidential Information relating to the Company and any Subsidiary of the Company (including copies of the Documents) to a bank or financial adviser of a Shareholder and/or to any potential Buyer(s) in connection with a proposed sale pursuant to Clause 20, provided that: (i) such bank, financial adviser and/or potential Buyer shall first have entered into confidentiality undertakings for the benefit of the Company and any Subsidiary of the Company upon terms no less stringent that those set out in this Clause 10or otherwise in a form reasonably satisfactory to the Board; and (ii) the disclosing Party gives notice to the other Shareholder specifying, in general terms, the information to be disclosed.

Each Party shall inform (and shall use all reasonable endeavors to procure that any of its Associated Companies and the Company shall inform) any officer, employee or agent or any professional adviser advising it in relation to the matters referred to in this Agreement, or to whom it provides Confidential Information, that such information is confidential and shall require them: (a) to keep it confidential; and (b) not to disclose it to any third party (other than those persons to whom it has already been disclosed in accordance with the terms of this Agreement).

On termination of this Agreement, each Party shall (and shall use all reasonable endeavors to procure that its Associated Companies, and its officers and employees and those of its Associated Companies and the Company shall): (a) return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party's Confidential Information; and -14-





(b) erase all the other Party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable),

provided that a recipient party (and/or the Company, as the case may be) may retain documents and materials containing, reflecting, incorporating or based on the other Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority.

The provisions of this Clause shall continue to apply after termination of this Agreement for any cause. 14. ANTI-CORRUPTION RULES

Each Party recognizes and acknowledges that it is obliged to comply with the Anti-Corruption Rules.

Kiromic acknowledges receipt of a copy of MOLIPHARMA's Anti-Corruption Policies and confirms that it has Anti-Corruption Policies in place that are at least comparable to MOLIPHARMA's.

Each Party warrants and undertakes to the other that: (a) it has not, and to its best knowledge and belief none of its current or former directors, managers, officers or employees has, and, so far as it is aware, no other person who otherwise is or has been one of its Associated Persons has, at any time in the last [five (5)] years before the date of this Agreement: (i) made, given, authorized or offered, or promised to make, give, authorize or offer any Prohibited Advantage to any person in order to assist it or any of its Subsidiaries in improperly obtaining or retaining business for or with any person, in improperly directing business to any person or in securing any improper advantage; (ii) taken any other action which would violate applicable Anti-Corruption Rules; (iii) been the subject of any investigation, inquiry or litigation, administrative or enforcement proceedings by any Authority or any customer or other person regarding any offence or alleged offence under any Anti-Corruption Rules and no such investigation, inquiry, litigation or proceeding has been threatened or is pending and, so far as it is aware, -15-





there are no circumstances likely to give rise to any such investigation, inquiry, litigation or proceeding; (b) for so long as it is a Party to this Agreement it will not, and to the extent it is legally able will procure that none of its Associated Persons will, engage in any of the conduct described in sub-Clauses (a)(i) or (a)(ii); (c) it is not ineligible or, so far as it is aware, treated by any Authority as ineligible to tender for any contract or business with, or be awarded any contract or business by, such Authority, or to tender for or perform any sub-contracting work under a contract with such Authority; (d) it has in place, and for so long as it is a Party to this Agreement will maintain, and, to the extent it is legally able will procure that the Company will maintain, adequate Anti-Corruption Policies; (e) it requires its Associated Persons to act in accordance with the requirements of applicable Anti-Corruption Rules and uses all reasonable endeavors to procure that they do so. So far as it is aware, each of its Associated Person which is a legal person has in place policies, systems, controls and procedures designed to prevent, and which are reasonably expected to continue to prevent it and its Associated Persons from violating applicable Anti-Corruption Rules; and (f) in performing its obligations under and carrying out the transactions contemplated by this Agreement and any other Document, neither it, nor any of its Subsidiaries nor any of their respective Associated Persons has engaged or will engage in any conduct described in sub- Clauses (a)(i) or (a)(ii). 15. DATA PROTECTION RULES PURSUANT TO REG.EU 679/2016 (GDPR)

Pursuant to and for the purposes of the Privacy Code and EU Reg. 679/2016 (GDPR) (Law) on Protection of persons and other subjects with regard to the processing of personal data, the Parties - as autonomous Data Controllers - acknowledge that they have exchanged information on the use of their personal data.

The Parties undertake to communicate to each other - in execution of this Contract - only the common and/or sensitive personal data of third parties to whom they have given prior information and from whom they have previously acquired (where necessary) their -16-





consent, in accordance with the Privacy Code. and EU Reg. 679/2016 (GDPR) In particular, such consent must be informed, expressed, specific; documented in writing, in the case of common data; given in writing under penalty of nullity, in the case of sensitive data.

Each Party shall be individually responsible for any communication of common and/or sensitive data made without the prior fulfilment of the aforementioned obligations. The Party to whom the communication is addressed will therefore be released from any responsibility and/or claim of third parties, related to the possible communication of common and/or sensitive data made in breach of the provisions of this clause and the Privacy Code and EU Reg. 679/2016. 16. GOVERNING LAW AND DISPUTE ACCORDANCE

All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. Any such arbitration shall (i) be subject to the application of the Italian Law, (ii) take place in Paris, France and (iii) be conducted in English.

Each of the parties to this Agreement consents to personal jurisdiction for any emergency injunction sought in the Court of Rome. However, subsequent to the emergency injunction hearing, the merits of the matter will be decided by the ICC as per the procedure set forth above.

IN WITNESS WHEREOF, Parties have severally subscribed to these articles, or caused them to be subscribed in their name and on behalf by their respective officers thereunto duly authorized.

Rome/Houston, 2 April 2020 Kiromic Biopharma Inc. Molipharma s.r.l.

Prof Maurizio Chiriva Internati Avv. Giovanni Meliadò -17- 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
[A]: The Parties shall provide civil liability insurance cover to their own personnel with respect to accidents and damages charged to them.


[Q]: 1                                                                     EXHIBIT 10.5

                                CORIO INC.                           LICENSE AND HOSTING AGREEMENT

     This License and Hosting Agreement (the AGREEMENT) is made and entered into as of October 29, 1999 (EFFECTIVE DATE) by and between Corio Inc., a Delaware corporation, having its principal place of business at 700 Bay Road, Suite 210, Redwood City, CA 94063 (CORIO) and Commerce One, Inc., a Delaware corporation having its principal place of business at 1600 Rivera Avenue, Walnut Creek, CA 94596 (COMMERCE ONE).

                                BACKGROUND

A.      Commerce One is the owner of certain proprietary software products (the         SOFTWARE as further defined below); and

B.      Corio wishes to obtain a license to use and host the Software on the         terms and conditions set forth herein in connection with the hosting         services that Corio will provide to its Customers (as defined below) and         Commerce One wishes to grant Corio such a license on such terms;

C.      The parties further wish to jointly market and promote the other party's         software and/or services as well as provide support and professional         services to Corio and its Customers in accordance with this Agreement.

     NOW, THEREFORE, for good and valuable consideration, the parties hereby         agree as follows:

1.      DEFINITIONS.

The following terms shall have the following meanings:

1.1     SOFTWARE USER means a named user of the Corio Services worldwide to         whom a user identification number and password has been assigned, which         permits that user to access and use the Software on a designated Corio         Server. The identification number and password used by a Software User         is reusable and reassignable and may be used and transferred by Corio,         in accordance with the licenses granted below, between Customers as one         Customer discontinues the Corio Services and another Customer         subscribes.

1.2     ASP means Application Service Provider.

1.2.5   APPLICATION MANAGEMENT REVENUE means net revenue Corio receives from         Customers for Tier One support of the Software and MarketSite Service,         operational support of the Software and MarketSite Service and basic         infrastructure support (hardware, database and operating system) for the         Software and MarketSite Service. Net revenue means all revenue received         by Corio from Customers for the Software and MarketSite Service, less         taxes, freight, insurance, refunds or credits and other non-product         items.

1.3     CORIO MARKET SEGMENT means those customers with annual sales revenues         of less than $1,000,000,000. For the purposes of this definition the         sales revenue shall apply to either the

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

                                     1

2         entire corporate entity or any separately reporting division. Corio         shall have the right to continue to support Corio Customers that have         annual sales revenues greater than $1,000,000,000 by way of either sales         growth or merger or acquisition of the Corio Customer. Corio and         Commerce One further agree that should Corio desire to sell Corio         Services to a parent company of a then current Corio Customer that is         above this sales revenue threshold, each such sales opportunity shall be         discussed as it arises.

1.4     CORIO SERVERS means the unlimited number of computer servers owned or         operated by or for Corio which will contain the installed Software (as         defined below) for access by Customers in connection with the Corio         Services.

1.5     CORIO SERVICES means the hosting services offered by Corio to its         Customers in which Corio allows Customers to access the Corio Servers.

1.6     CUSTOMER(S) means one or more customers of the Corio Services having         its principal executive offices in the Territory who obtains a         sublicense from Corio to use the Software or MarketSite.net Service, in         the Corio Market Segment.

1.7     DEMONSTRATION SOFTWARE means copies of the Software which are for         demonstration purposes only and which contain sample data and         transactions.





1.8     DOCUMENTATION means any on-line help files or written instruction         manuals regarding the use of the Software or MarketSite.net Service.

1.9     RELATIONSHIP MANAGERS means the appointed employee of each party, as         set forth on EXHIBIT A attached hereto and made a part hereof, who shall         be the primary contact for implementing and administering the terms and         conditions of this Agreement.

1.10    SOFTWARE means Commerce One's proprietary software described in         EXHIBIT A attached hereto and made a part hereof, in object code form         only, and any Updates or Upgrades (as defined below) thereto.

1.11    TERRITORY means the area in which the licenses granted herein are         applicable, currently limited to the geographic area of North America.

1.12    UPDATE(S) means any error corrections, bug fixes, modifications or         enhancements to the Software, which are indicated by a change in the         numeric identifier to the Software in the digit to the right of the         decimal, or any error corrections, bug fixes, modifications or         enhancements of the Software and MarketSite software used to operate the         MarketSite.net Service.

1.13    UPGRADE(S) means a release, function or version of the Software         designated as such by Commerce One which contains new features or         significant functional enhancements to the Software, which are indicated         by a change in the numeric identifier for the Software in the digit to         the left of the decimal, or a new release, function or version of the         MarketSite.net Service, which Upgrade is provided to Commerce One's         installed customer base for the Software and MarketSite software used to         operate the MarketSite.net Service. For the purposes of this Agreement,         Maintenance and Support means those services listed in EXHIBIT C and         the provision of Updates and Upgrades as called for by this Agreement

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

                                     2

3 2.      GRANT OF RIGHTS.

2.1     Hosting Software License. Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a fee-bearing, perpetual         and irrevocable, nonexclusive, nontransferable (except in accordance         with Section 14.1 of this Agreement), right and license in the Territory         to (i) reproduce the Software in machine executable object code format         only for installation on the Corio Servers; (ii) install multiple copies         of the Software on Corio's Servers which will be made remotely         accessible to Corio's Customers for their subsequent use, (iii) permit         limited access to and use of the Software and MarketSite.net Service by         Customers through Corio Servers; (iv) sublicense an unlimited number of         Customers to access and use the Software and MarketSite.net Service only         through the installation on Corio servers; and (v) use Commerce One's         tools and utilities, subject to any restrictions placed on the Commerce         One by third party software providers, to modify and manage the         Software. Except as specifically authorized by this Agreement, no         license is granted under this Agreement to Corio to distribute the         Software to its Customers or for use other than as part of the Corio         Services.

2.2     Internal Use License. Subject to the terms and conditions of this         Agreement, Commerce One grants to Corio a nonexclusive, nontransferable         (except in accordance with Section 14.1 of this Agreement),         royalty-free, fully paid up, perpetual right and license in the         Territory to reproduce, install and use additional copies of the         Software and Software tools and utilities, subject to any restrictions         placed on the Commerce One by third party software providers, in machine         executable object code for (i) Corio's internal business operations and         (ii) production, testing, development, upgrade, reporting and training.

2.3     Demonstration License. Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a nonexclusive,         nontransferable (except in accordance with Section 14.1 of this         Agreement) royalty-free, fully paid up right and license in the         Territory, on Corio Servers, to make a reasonable number of copies of         the Demonstration Software solely for demonstration purposes to         potential Customers. Demonstration Software shall be made available to         Corio's sales personnel and the parties agree to cooperate to make the         Commerce One demonstration database available to Corio sales personnel         on an ongoing basis.

2.4     Distribution License: Corio shall have the right to resell licenses for         Commerce One software, including Hosted BuySite, to any Corio Customer         in the Territory, [*]. Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a nonexclusive,         nontransferable (except in accordance with Section 14.1 of this         Agreement), right and license in the Territory to sell and distribute         such software licenses to Customers pursuant to this Section 2.4. Under         no circumstances shall Commerce One contact Corio Customers regarding a         non-ASP license sale, unless requested to do so by Corio. Further, if a         Corio Customer contacts Commerce One to purchase the Software license





     independent of the Corio Services, Commerce One shall immediately refer         that Customer to Corio.

2.5     Software User License Agreements. Corio shall make the Software and the         MarketSite.net Service on the Corio Servers remotely accessible to         Customers under the then current terms of its end user license         agreement. As to each Software User who is provided access to the         Software, Corio

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

                                    3

4         shall secure the Software User's consent to an end user agreement, which         provides that the Software User may access and/or use the Software and         MarketSite.net Service only under terms and conditions which include, at         a minimum, those set forth on EXHIBIT E (END USER LICENSE AGREEMENT)         and made a part hereof.

2.6     Access to MarketSite.net Service. For the fee set forth in Exhibit B         attached hereto and made a part hereof, Corio and its Customers shall         have unlimited access to Commerce One's MarketSite electronic catalogue         service, as available to Commerce One customers at the URL:         Marketsite.net, including without limitation, MarketSite.net Business         Transaction Services, MarketPack of Premium Supplier Catalogs, and         MarketSite Community Services (MarketSite.net Service) in accordance         with Commerce One's standard access procedures for its customers. In         addition, the parties shall share certain revenues related to purchases         made by Customers utilizing Commerce One's MarketSite.net Service, as         set forth in EXHIBIT B hereto.

2.7     Restrictions. Corio may not copy, distribute, reproduce, use or allow         access to the Software or the MarketSite.net Service except as         explicitly permitted under this Agreement, and Corio shall not, nor will         it permit any third party to, modify, adapt, translate, prepare         derivative works from, decompile, reverse engineer, disassemble or         otherwise attempt to derive source code from the Software or any         internal data files generated by the Software except as required by law.

2.8     Ownership. Commerce One hereby retains all of its right, title, and         interest in and to the Software, including all copyrights, patents,         trade secret rights, trademarks and other intellectual property rights         therein. All rights not expressly granted hereunder are reserved to         Commerce One. The Software and all copies thereof are licensed, not         sold, to Corio.

2.9     New Products. Updates and Upgrades to the Software and the         MarketSite.net Service and software are subject to the terms of this         Agreement and are included in the Maintenance and Support fees payable         by Corio. Commerce One agrees to license Corio to use future products         and solutions offered by Commerce One according to the license fees and         other terms and conditions as the parties may agree. These products and         solutions may include, but are not limited to the following: e-commerce,         and marketing and sales force automation solutions.

2.10    Expansion of Geographical Scope. The parties agree Corio may seek         permission to expand the scope of the licenses granted under this         Section 2 worldwide, at no additional cost to Corio, and maintaining the         revenue sharing provisions contained herein, and Commerce One shall not         unreasonably withhold its permission to expand all such licenses         worldwide at no additional cost to Corio. If and when localized versions         of the Software become available, these versions shall be made available         under the maintenance and support provisions of this Agreement.

3.      DELIVERY OF SOFTWARE.

3.1     Delivery and Acceptance. Commerce One shall issue to Corio, via         electronic means of delivery, as soon as practicable, one (1)         machine-readable copy of the Software, along with one (1) copy of the         on-line Documentation. Commerce One will provide Corio with one written         copy of the Documentation at no cost, and any additional written copies         at Commerce One's standard charges. Corio acknowledges that no copy of         the source code of the Software will be provided to

                                     4

5         Corio. Within thirty (30) days of delivery of the Software, but in no         event later than December 1, 1999, Corio shall test the Software for         conformance with the Documentation (Acceptance Test). If the Software         performs in substantial accordance with the Documentation, then Corio         shall notify Commerce One in writing of its acceptance of the Software.         In the event Corio finds material errors or defects with the Software,         Corio shall notify Commerce One in writing of such errors or defects and         provide adequate detail to facilitate Commerce One replicating the error         or defect. Upon receipt of written notice, Commerce One shall have         fifteen (15) days to correct the defect, reinstall the Software at the





     Corio site and re-perform the Acceptance Test. If Corio does not accept         the Software after the second Acceptance Test, a third Acceptance Test         will be performed. Notwithstanding the foregoing, all Acceptance Testing         shall be complete by December 30, 1999, and Corio shall notify Commerce         One in writing of it's acceptance or rejection of the Software no later         than December 31, 1999. If after the third Acceptance Test Corio does         not accept the Software, Corio may, at its sole option, elect to (i)         repeat the Acceptance Test or (ii) terminate the Agreement and receive a         refund of any fees paid to Commerce One as of such date. Both parties         acknowledge that any professional services provided to Corio subsequent         to the installation and acceptance of the Software are non-essential for         the purpose of the acceptance of the Software.

3.2     New Versions. Commerce One shall provide Corio with any pre-release         versions of relevant Updates or Upgrades of the Software. Commerce One         shall make these versions available to Corio to preview at the earliest         possible date. Commerce One shall provide all such Updates and Upgrades         to Corio free of additional charge and Corio shall, in its sole         discretion determine when, and if, to offer any such Updates and/or         Upgrades to its Customers.

3.3     Additional Materials. Commerce One shall use all commercially reasonable         efforts to promptly provide Corio with, at a minimum, the following: (i)         release notes; (ii) beta releases; (iii) contacts at beta customers,         when requested by Corio and subject to the approval of the Commerce One;         (iv) proactive bug notification; (v) software patches; (vi) release         documentation including technical reference manuals and user guides; and         (vii) all applicable data objects relevant to the Software. These         materials shall be provided at no cost to Corio.

4       FEES.

4.1     License Fees. In consideration for the licenses granted to Corio         pursuant to Section 2 of this Agreement, Corio shall pay the license         fees specified in EXHIBIT B hereto. Payment terms of such license fees         shall be as set forth in EXHIBIT B hereto.

4.2     Software Support and Maintenance Fees. Corio shall pay to Commerce One         an annual Software Maintenance and Support fee for the support services         to be provided by Commerce One specified in Exhibit C attached hereto         and made a part hereof, and Updates and Upgrades, according to the fees         set forth in Exhibit B hereto. Payment terms of annual Software         Maintenance and Support fees shall be as set forth in Exhibit B hereto.         Maintenance and Support shall automatically continue during the term of         this Agreement and thereafter, provided that Corio continues to pay the         annual Maintenance and Support fees contained in Exhibit B, attached         hereto.

4.3     Taxes. All fees are exclusive of any sales taxes, use taxes and any         other taxes and charges of any kind imposed by any federal, state or         local governmental entity for products and services

                                     5

6         provided under this Agreement, and Corio is responsible for payment of         all taxes concerning the Corio Services, excluding taxes based solely         upon Commerce One's income.

4.4     Audit Rights. Corio shall keep true and accurate books of accounts and         records for determining the amounts payable to Commerce One under this         Agreement. Such books and records shall be kept for at least three (3)         years following the end of the calendar month to which they pertain, and         shall be open for inspection by an independent certified public         accountant reasonably acceptable to Corio for the purpose of verifying         the amounts payable to Commerce One under this Agreement. Such         inspections may be made no more than once each calendar year, at         reasonable times and upon reasonable notice. Commerce One shall bear all         costs and expenses of such inspection. If any such inspection discloses         a shortfall or an overpayment, the appropriate party shall promptly pay         the amount of such shortfall or refund such overpayment. In addition, if         any such inspection reveals an underpayment of more than five percent         (5%) for the period under audit, Corio shall reimburse Commerce One for         the reasonable cost of the examination.

5       INSTALLATION SUPPORT, MAINTENANCE AND TRAINING.

5.1     Installation. Commerce One shall provide Corio with access to one (1)         full-time operations consultant for one (1) week at no charge to Corio         as part of the installation project as described in the Corio Statement         of Work - Hosted BuySite ASP, dated October 28, 1999 (Statement of         Work) incorporated herein by reference.

5.2     Implementation. Commerce One shall provide Corio with sufficient access         to Commerce One's professional services organization during the first         three (3) implementations of the Software conducted by Corio and its         Customers, in accordance with the Statement of Work incorporated herein         by reference, subject to the payment by Corio of the professional         services fee set forth in Exhibit B hereto (IMPLEMENTATION FEE).         Additionally, during the term of the Agreement the parties shall meet         periodically to discuss Updates and Upgrades to the Software and         MarketSite.net Service to better support Corio's and its Customers'         specific application requirements, to be provided at no charge to Corio.





5.3     Support and Maintenance. Commerce One shall provide Corio with support         described in EXHIBIT C hereto, and maintenance in the form of Updates         and Upgrades. Corio shall be responsible for providing its Customers         with routine technical support of the Software and MarketSite.net         Service. Corio shall escalate any technical support questions or         problems it is unable to answer or resolve directly to Commerce One for         Commerce One's immediate attention and resolution under the schedule set         forth in EXHIBIT C hereto. The support described in this Section 5.3 and         EXHIBIT C hereto shall be provided to Corio but Commerce One shall have         no obligation to provide any maintenance or support services to other         third parties. Subject to Corio's payment of the annual support and         maintenance fee, Commerce One's support and maintenance obligation of         the Software and MarketSite.net Service shall continue after termination         or expiration of this Agreement with respect to all Software Users         granted access to the Software and MarketSite.net Service prior to         termination or expiration of this Agreement.

5.4     Product Management Meetings. The parties agree to meet either in person         or via teleconference on no less than a quarterly basis to discuss,         without limitation, engineering, feature-functionality and         architecture-related issues as they pertain to the Software and         MarketSite.net Service. The specific topics of the meetings will be         determined on a meeting-by-meeting basis. Each party

                                     6

7         shall appoint a product manager to coordinate these meetings. Commerce         One shall provide Corio with information relevant to future Software and         MarketSite.net Service development efforts, including product and         service roadmap, rollout strategy, and plans for future development         efforts. The product managers shall be those persons set forth on         EXHIBIT A hereto.

5.5     Training. Commerce One shall provide Corio with training as reasonably         requested by Corio to train Corio's technical and support personnel         regarding implementation, use and operation of the Software and         MarketSite.net Service as part of the Implementation Fee. Thereafter,         throughout the term of the Agreement and at Corio's request, Commerce         One shall provide additional training to Corio subject to payment of         Commerce One's standard training fees at a [*]. Corio shall be         responsible for training its Customers regarding proper use of the         Software and MarketSite.net Service. Further, the parties shall work         together and cooperate to train Corio's sales force and product         consultants on the Software and MarketSite.net Service and the alliance         contemplated by this Agreement, including without limitation, how to         position, sell and demonstrate the Software and MarketSite.net Service         to potential customers.

5.6     Other Services. Upon Corio's request, Commerce One shall provide certain         professional services, including without limitation, consulting         services, to Corio or its Customers, subject to the mutual written         agreement on the scope of such services, pricing and other terms and         conditions.

5.7     Sales and Marketing Efforts. The parties shall engage in joint marketing         and sales activities as set forth in EXHIBIT D attached hereto and made         a part hereof.

6       TRADEMARKS.

6.1     Right to Display. During the term of this Agreement, each party         authorizes the other party to display and use the other's trademarks,         trade names and logos (collectively, the TRADEMARKS) in connection with         that party's sale, advertisement, service and promotion of the Corio         Services or the Software and MarketSite.net Service. Each party shall         indicate in all product, service, publicity and printed materials         relating to the Corio Services or the Software and MarketSite.net         Service that such trademarks are the property of the originating party.         Upon termination of this Agreement, each party shall cease all display,         advertising and use of all Trademarks of the other party and shall not         thereafter use, advertise or display any trademark, trade name or logo         which is, or any part of which is, confusingly similar to any such         designation association with Corio or the Corio Services or Commerce One         or any Commerce One product.

6.2     Promotion Materials and Activities. All representations of the other         party's Trademarks that a party intends to use shall be exact copies of         those used by the other party and shall first be submitted to the         originating party for approval of design, color and other details, which         consent shall not be unreasonably withheld or delayed. To ensure         trademark quality, each party shall fully comply with all written         guidelines provided by the other party concerning the use of the         originating party's Trademarks. Each party agrees to change or correct         any material or activity that the originating party determines to be         inaccurate, objectionable, misleading or a misuse of the originating         party's Trademarks.

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

                                     7





8 7       WARRANTIES AND DISCLAIMER.

7.1     No Conflict. Each party represents and warrants to the other party that         it is under no current obligation or restriction, nor will it knowingly         assume any such obligation or restriction that does or would in any way         interfere or conflict with, or that does or would present a conflict of         interest concerning the performance to be rendered hereunder or the         rights and licenses granted herein.

7.2     Intellectual Property Warranty. Commerce One represents and warrants to         Corio that (a) Commerce One is the sole and exclusive owner of the         Software; (b) Commerce One has full and sufficient right, title and         authority to grant the rights and/or licenses granted to Corio under         this Agreement; (c) the Software does not contain any materials         developed by a third party used by Commerce One except pursuant to a         license agreement; and (d) the Software does not infringe any patent,         copyright, trade secret, trademark or other intellectual property rights         of a third party.

7.3     Product Warranty. Commerce One warrants that the Software and         MarketSite.net Service will perform in substantial accordance with the         Documentation, and the media on which the Software is distributed will         be free from defects in materials and workmanship under normal use, for         a period of sixty (60) days from the Effective Date, but in no event not         later than December 31, 1999 (the Warranty Period). In addition,         Commerce One warrants that during the Warranty Period the Software and         MarketSite.net Service is free of any willfully introduced computer         virus, or any other similar harmful, malicious or hidden program or         data, which is designed to disable, erase, or alter the Software, or any         other files, data, or software. If during the Warranty Period the         Software and MarketSite.net Service does not perform in substantial         compliance with the Documentation, Commerce One shall take all         commercially reasonable efforts to correct the Software and         MarketSite.net Service, or if correction of the Software and         MarketSite.net Service is reasonably not possible, replace such Software         and MarketSite.net Service free of charge. Commerce One will replace any         defective media returned to Commerce One during the Warranty Period. In         the event any such breach of warranty can not be reasonably corrected at         Commerce One's sole expense, Corio has the right to terminate this         Agreement and receive a refund of all prepaid fees. The foregoing are         Corio's sole and exclusive remedies for breach of product warranty. The         warranty set forth above is made to and for the benefit of Corio only.         The warranty shall not apply only if:

     (a)     the Software and MarketSite.net Service has been not properly                 installed and used at all times and in accordance with the                 Documentation; and

     (b)     Corio has requested modifications, alterations or additions to                 the Software and MarketSite.net Service that cause it to deviate                 from the Documentation.

7.4     Product Warranty - Year 2000 Compliance. Commerce One warrants that the         Software and MarketSite.net Service, when used in accordance with its         associated documentation, is in all material respects capable upon         installation of accurately processing, providing and/or receiving date         data from, into and between the twentieth and twenty-first centuries,         including the years 1999 and 2000, and leap year calculations; provided         that all licensee and third party equipment, systems, hardware, software         and firmware used in combination with the Software and MarketSite.net         Service properly exchange date data with the Software and MarketSite.net         Service

                                     8

9         OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF         MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

8       INDEMNIFICATION.

8.1     By Commerce One. Commerce One shall indemnify, defend and hold harmless         Corio and its Customers from any and all damages, liabilities, costs and         expenses (including reasonable attorneys' fees) incurred by Corio or its         Customers arising out of any claim that the Software infringes any         patent, copyright, trademark or trade right secret of a third party;         provided that Corio or its Customer promptly notifies Commerce One in         writing of any such claim and promptly tenders the control and the         defense and settlement of any such claim to Commerce One at Commerce         One's expense and with Commerce One's choice of counsel. Corio or its         Customer shall cooperate with Commerce One, at Commerce One's expense,         in defending or settling such claim and Corio or its Customer may join         in defense with counsel of its choice at its own expense. If the         Software is, or in the opinion of Commerce One may become, the subject         of any claim of infringement or if it is adjudicatively determined that         the Software infringes, then Commerce One may, at its sole option and         expense, either (i) procure for Corio the right from such third party to         use the Software, (ii) replace or modify the Software with other         suitable and substantially equivalent products so that the Software         becomes noninfringing, or if (i) and (ii) are not practicable after         Commerce One has exhausted all diligent efforts, (iii) terminate this





     Agreement and refund to Corio a pro-rated portion of the fees paid         hereunder.

8.2     Limitations. Commerce One shall have no liability for any infringement         based on (i) the use of the Software other than as set forth in the         Documentation; or (ii) the modification of the Software by a party other         than Commerce One, when such infringement would not have occurred but         for such modification.

9       LIMITATION OF LIABILITY.

     EXCEPT FOR LIABILITY ARISING UNDER SECTION 8 OF THIS AGREEMENT, IN NO         EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF THIS AGREEMENT OR         THE USE OR PERFORMANCE OF THE SOFTWARE EXCEED THE TOTAL AMOUNT ACTUALLY         PAID BY CORIO HEREUNDER FOR THE TRANSACTION WHICH THE LIABILITY RELATES         TO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE FILING OF THE         CAUSE OF ACTION TO WHICH THE LIABILITY RELATES. EXCEPT FOR LIABILITY         ARISING UNDER SECTION 8 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER         PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR         COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY         INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY         THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF         THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THIS SECTION 9         REPRESENTS A REASONABLE ALLOCATION OF RISK.

                                     9

10         LIABILITY RELATES. EXCEPT FOR LIABILITY ARISING UNDER SECTION 8 OF THIS         AGREEMENT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE         OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE         GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES         HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH         PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES         AGREE THAT THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION OF RISK.

10      CONFIDENTIALITY.

     Each party hereby agrees that it shall not use any Confidential         Information received from the other party other than as expressly         permitted under the terms of a non-disclosure agreement to be         concurrently executed with this Agreement.

11      TERM AND TERMINATION.

11.1    Term. The term of this Agreement shall commence on the Effective Date         and shall continue in full force and effect for an initial period of         five (5) years. Thereafter, this Agreement shall automatically renew for         subsequent one (1) year periods unless either party provides the other         party with written notification at least thirty (30) days prior to the         expiration of the initial five (5) year term or any one (1) year renewal         thereof of its intention to terminate this Agreement.

11.2    Termination. If either party materially breaches any term or condition         of this Agreement and fails to cure such breach within-thirty (30) days         after receiving written notice of the breach, the nonbreaching party may         terminate this Agreement on written notice at any time following the end         of such-thirty (30) day period. This Agreement shall terminate         immediately upon notice if either party becomes insolvent (i.e., becomes         unable to pay its debts in the ordinary course of business as they come         due) or makes an assignment for the benefit of creditors. Compliance by         the Software with the Software's specifications after expiration of the         Warranty Period shall be deemed a material condition of this Agreement.

11.3    Effect of Termination. The following Sections shall survive the         termination or expiration of this Agreement for any reason: 4.2, 5.3, 7,         8, 9, 10, 12 and 14. Corio's right to allow its then-existing Customers         and their Software Users to use and access the Software in accordance         with Section 2 of this Agreement and all payment obligations related         thereto shall survive any termination or expiration of this Agreement.         Commerce One's obligation to provide Software support and maintenance to         Corio and its Customers shall survive any termination or expiration of         this Agreement, provided Corio continues to make its annual support and         maintenance payments as specified in this Agreement. Upon termination or         expiration of this Agreement, each party shall otherwise return or         destroy any Confidential Information of the other party provided,         however, Corio may retain any Confidential Information necessary for         Corio to continue supporting it's then-existing Customers.

12      SOURCE CODE ESCROW.

12.1    Escrow Account. Within sixty (60) days of the Effective Date, Commerce         One agrees to execute an escrow agreement by and among Corio, Commerce         One and a mutually acceptable escrow agent (the ESCROW AGENT). The         Escrow Agent shall require Commerce One to place in an

                                    10

11         escrow account in California a copy of the source code of the Software





     including all Updates and Upgrades thereto, documentation and similar         materials (the SOURCE CODE). The escrow agreement shall contain, at a         minimum, the terms and conditions set forth in this Section 12. Corio         shall bear all fees, expenses and other charges to open and maintain         such escrow account. If a Release Condition (as defined in Section 12.2         of this Agreement) occurs and the Escrow Agent provides the Source Code         to Corio under the escrow agreement, Corio agrees to hold the Source         Code in confidence pursuant to the provisions contained in Section 10 of         this Agreement, and not to use them for any purpose other than those         purposes contemplated under Section 12.3 of this Agreement.

12.2    Release. Corio shall notify Commerce One in writing if it believes that         one of the following events (the RELEASE CONDITIONS) has occurred and         that it intends to seek release of the Source Code from the escrow         account: (i) Commerce One's dissolution or ceasing to do business in the         normal course, or (ii) Commerce One's repeated and material breach of         its support and maintenance obligations under Section 5 of this         Agreement and such breach is not cured within sixty (60) days of receipt         of written notice thereof from Corio. If Commerce One notifies Corio in         writing that it disputes whether any such event has occurred, officers         of each of the parties shall negotiate for a period of ten (10) business         days to attempt to resolve the dispute. At the end of such ten (10)         business day period, if the parties have not resolved the dispute, the         matter shall be referred to arbitration in the manner provided in         Section 14.3 of this Agreement.

12.3    License. Upon the release of the Source Code to Corio pursuant to         Section 12.2 of this Agreement, Corio shall have a royalty-free,         nonexclusive, nontransferable, right and license in the Territory to use         and modify the Source Code to support and maintain the Software until         the expiration or termination of Corio's Customers' End User License         Agreements. The object code derived from the Source Code so modified         shall be subject to the same rights and restrictions on use,         reproduction and disclosure that are contained in this Agreement with         respect to the Software. Corio shall not distribute, sell or sublicense         the Source Code. Subject to the licenses expressly granted in this         Agreement, Commerce One shall retain all right, title and interest in         and to the Source Code. This license shall be deemed to extend worldwide         in scope if Corio, at the time one or more Release Conditions has         occurred, has been granted worldwide license rights by Commerce One         under Section 2 of this Agreement.

13      SHARED RESOURCES.

13.1    Operations. To the extent not provided for within the Statement of Work         covered by the Implementation Fee, Commerce One shall provide Corio with         access to Commerce One operations personnel as reasonably requested by         Corio, subject to payment by Corio of Commerce One's standard fees [*].         These Commerce One operations personnel shall work together with Corio         personnel to optimize the architecture and performance of the Software         and MarketSite.net Service in a hosted environment. Commerce One shall         only commit personnel with expertise in installations, operating         environments and networking functionality.

13.2    Consulting. To the extent not provided for within the Statement of Work         covered by the Implementation Fee, Commerce One shall provide Corio with         access to Commerce One consulting personnel as reasonably requested by         Corio, subject to payment by Corio of Commerce One's standard fees [*].         These Commerce One

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

                                    11

12         consulting personnel shall initially work together with Corio personnel         to develop implementation templates. Commerce One may, in its sole but         reasonable discretion, elect to assign resources from a third party         systems integrator subject to advance notification to Corio of such         election.

13.3    Engineering. Commerce One shall provide Corio with reasonable access to         Commerce One engineering personnel at no additional cost to Corio. Joint         engineering work may include product development, including without         limitation, technical and functional application development and         integration.

13.4    Other. All services provided hereunder, in addition to services         subsequently requested by Corio (e.g. customization of the Software)         shall be subject to the terms of a separate agreement between the         parties.

13.5    Ownership. Subject to Commerce One's pre-existing ownership of any         materials or technology provided to Corio, the results of all such         development efforts set forth in this Section 13, including all         intellectual property rights in any software interface coding or         programs created solely by Corio during the term of this Agreement to         enable the Software to operated within the Corio Servers' hosted         environment (DEVELOPMENTS), shall be owned by Corio, unless such         Developments are supported on an ongoing basis by Commerce One in which         case Commerce One will retain all ownership rights, including





     intellectual property rights in the Developments. To the extent that         Commerce One would otherwise have a claim of ownership in such         Developments, Commerce One hereby assigns all rights in and to such         Developments to Corio. Further, Commerce One represents and warrants         that all Commerce One employees, agents, contractors or consultants that         will be provided to work together with Corio have or will have signed         agreements with customary terms containing confidentiality provisions         and assignment of inventions (EMPLOYEE NDA/INVENTION AGREEMENT). Corio         covenants and warrants that it will not disclose to Commerce One or its         officers, directors, employees, agents, contractors or consultants any         proprietary information, including without limitation any technical         information related to Developments created solely by Corio under this         Agreement, except upon the written authorization to do so by a Corporate         Officer of Commerce One. Commerce One covenants that during the term of         this Agreement, it will continue to require all Commerce One employees,         agents, contractors or consultants to sign an Employee NDA/Invention         Agreement and that Commerce One will furnish to Corio copies of such         signed agreements upon Corio's request. Ownership of intellectual         property rights to any enhancements, modifications or derivative works         to the Software itself which may be developed jointly by the parties or         solely by Corio shall be negotiated by the parties prior to the start of         any such development work.

13.6    Independent Development: Covenant not to Sue. Nothing in this Agreement         will be construed to prohibit either parties' right to independently         develop the Developments contemplated above. Each party covenants that         it shall not, under any circumstances, sue the other party (or its         officers, directors, successors and assigns) or any of that parties'         licensees, customers, or distributors (Protected Entities) for patent         infringment under any future patents or future patent rights relating to         said Developments, that either party owns or controls, so long as that         Protected Entity has a license from Commerce One or Corio to the         Software, or to a product that is a modification of, derivative work         based on, or replacement for the Software. The foregoing covenant is         binding on Corio's permitted successors and assigns, and inures to the         benefit of any

                                    12

13         of Commerce One's successors and assigns, and is binding on Commerce         One's permitted successors and assigns, and inures to the benefit of any         of Corio's successors and assigns.

14      MISCELLANEOUS.

14.1    Assignment. Neither party may assign this Agreement or any rights or         obligations hereunder, whether by operation of law or otherwise, without         the prior written consent of the other party. Notwithstanding the         foregoing, either party shall have the right to assign this Agreement in         connection with the merger or acquisition of such party or the sale of         all or substantially all of its assets related to this Agreement without         such consent, except in the case where such transaction involves a         direct competitor of the other party where consent of the other party         will be required. Subject to the foregoing, this Agreement will bind and         inure to the benefit of the parties, their respective successors and         permitted assigns. Any assignment in violation of this Section 14.1         shall be null and void.

14.2    Waiver and Amendment. No modification, amendment or waiver of any         provision of this Agreement shall be effective unless in writing and         signed by the party to be charged. No failure or delay by either party         in exercising any right, power, or remedy under this Agreement, except         as specifically provided herein, shall operate as a waiver of any such         right, power or remedy.

14.3    Choice of Law; Arbitration; Venue. This Agreement shall be governed by         the laws of the State of California, USA, excluding conflict of laws         provisions and excluding the 1980 United Nations Convention on Contracts         for the International Sale of Goods. Any disputes arising out of this         Agreement shall be resolved by binding arbitration in accordance with         the then-current commercial arbitration rules of the American         Arbitration Association (RULES). The arbitration shall be conducted by         one (1) arbitrator appointed in accordance with the Rules in San         Francisco County, California. A judgment upon the award may be entered         in any court having jurisdiction of the parties, including without         limitation the courts in San Francisco, California. The non-prevailing         party in the arbitration shall pay all fees and charges of the American         Arbitration Association; each party, however, shall be responsible for         the payment of all fees and expenses connected with the presentation of         its respective case.

14.4    Notices. All notices, demands or consents required or permitted under         this Agreement shall be in writing. Notice shall be considered delivered         and effective on the earlier of actual receipt or when (a) personally         delivered; (b) the day following transmission if sent by telex, telegram         or facsimile followed by written confirmation by registered overnight         carrier or certified United States mail; or (c) one (1) day after         posting when sent by registered private overnight carrier (e.g., DHL,         Federal Express, etc.); or (d) five (5) days after posting when sent by         certified United States mail. Notice shall be sent to the parties at the         addresses set forth on the first page of this Agreement or at such other         address as shall be specified by either party to the other in writing.





14.5    Independent Contractors. The parties are independent contractors with         respect to each other. Each party is not and shall not be deemed to be         an employee, agent, partner or legal representative of the other for any         purpose and shall not have any right, power or authority to create any         obligation or responsibility on behalf of the other.

14.6    Severability. If any provision of this Agreement is held by a court of         competent jurisdiction to be contrary to law, such provision shall be         changed and interpreted so as to best accomplish the

                                    13

14         objectives of the original provision to the fullest extent allowed by         law and the remaining provisions of this Agreement shall remain in full         force and effect.

14.7    Force Majeure. Neither party shall be deemed to be in breach of this         agreement for any failure or delay in performance caused by reasons         beyond its reasonable control, including but not limited to acts of God,         earthquakes, strikes or shortages of materials.

14.8    Subcontract. Commerce One understands and agrees that Corio shall solely         direct the provision of Corio Services and may subcontract certain         portions of the Corio Services to third parties at any time during the         term of the Agreement.

14.9    Bankruptcy. The parties hereto agree that Corio, as a licensee of         Commerce One's intellectual property, shall be afforded all of the         protections afforded to a licensee under Section 365(n) of the United         States Bankruptcy Code, as amended from time to time (the CODE) so         that the Trustee or Debtor in Possession, as defined in the Code, will         not interfere with Corio's license with respect to the Software as         provided in this Agreement, as set forth in Section 365(n) of the Code.

14.10   Complete Understanding. This Agreement including all Exhibits, and the         Non Disclosure Agreement and the Statement of Work referenced in this         Agreement and incorporated by reference herein, constitutes the final,         complete and exclusive agreement between the parties with respect to the         subject matter hereof, and supersedes any prior or contemporaneous         agreement. IN WITNESS WHEREOF, the parties have executed this Agreement         as of the Effective Date.

CORIO, INC.                              COMMERCE ONE, INC.

By: /s/ Signature Illegible              By: /s/ Signature Illegible                                              -------------------------------- Name: GEORGE KADIFA                      Name: MARK S. BIESTMAN       ---------------------------              ------------------------------

Title: CEO                               Title: V.P. WORLDWIDE SALES        --------------------------              ------------------------------

Date: 11/5/99                            Date:       --------------------------               ------------------------------

                                    14

15                                     EXHIBIT A

                                 SOFTWARE

1.      SOFTWARE.         Hosted BuySite v 6.0

2.      DEMONSTRATION SOFTWARE.         Hosted BuySite v 6.0

3.      RELATIONSHIP MANAGERS. The Corio Relationship Manager shall be:         __________. The Commerce One Relationship Manager shall be: ________.

4.      PRODUCT MANAGERS. For purposes of Section 5.4 of this Agreement, the         Corio product manager shall be: _________.

        The Commerce One product manager shall be: _______________.

                                    15

16                                     EXHIBIT B

                                  PRICING

SOFTWARE: BuySite Hosted Edition version 6.0





MarketSite.net Service access

SOFTWARE USERS: BuySite Hosted Edition: Unlimited

LICENSE FEES: BuySite Hosted Edition: [*]

MARKETSITE.NET SERVICE FEES: MarketSite.net Service Access: Year 1                          [*] Year 2-5, and beyond:           [*]

MAINTENANCE AND SUPPORT FEES: Year 1                          [*] Year 2-5, and beyond:           [*]

REVENUE SHARING FEES:

1.      MarketSite Transaction Revenue:         Commerce One to pay Corio [*] of all transaction fees from Corio         Customer transactions on MarketSite.

2.      Corio Customer Application Management Revenue:         Corio to pay Commerce One [*] of all Application Management Revenue from         Corio Customers for use of Commerce One Software or MarketSite.net         Service Access subject to the following limitations.

            A.     No Application Management Revenue shall be due for any                       Corio Customer subscriptions utilizing the initial 3000                       Software User licenses granted herein, subject to a                       minimum limitation of 40 Authorized Software Users per                       Customer

            B.     The Corio invoice amounts used to calculate the revenues                       subject to this revenue share shall not include                       Professional Service fees, or Network access fees.

            C.     These Application Management Revenue fees shall begin                       accruing when the Corio Customer begins live operations.

IMPLEMENTATION FEES: Time and Materials Basis Billed at [*] in accordance with The Statement of Work as agreed between the parties, not to exceed [*].

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

                                    16

17 PAYMENT TERMS

License Fees: Due upon Software Acceptance.

Maintenance and Support Fees: Net 30 of Software acceptance anniversary date, and each year thereafter. Revenue Sharing Fees: Quarterly payments shall be due to receiving party, net 30 days after quarter close.

Implementation or Professional Service Fees: Net 30 days from date of Commerce One invoice, which shall be issued only after successful completion of each agreed upon milestone.

MarketSite.net Access Fee: Due upon Software Acceptance, and on each annual anniversary of Software Acceptance thereafter.

                                    17

18                                     EXHIBIT C

                         CUSTOMER SERVICE OUTLINE

1.      CONTACTING SUPPORT:

EMAIL:                     csc@commerceone.com

FAX:                       (925) 941-6060

SUPPORT HOTLINE:           (925) 941-5959

WWW:                       http://commerceone.com/solutions/osupport.htm

Our web access allows you to submit new incidents and be notified in real time by the support team, who will provide suggestions and technical support to resolve your issue. Such support will include clarification of the functions and features of the Software, clarification of the documentation, guidance in the operations of the Software, and error correction analysis and verification to the extent possible remotely.





2.      SERVICE HOURS: Staffed Monday - Friday, 7 am to 7 pm PST (except holidays). After hours support available 24x7 for Priority 1 technical issues only.

3.      PRIORITY DEFINITION:

     COMMERCE ONE RESPONSIBILITIES:

             *       Priority 1: The software and/or the hosted physical                         infrastructure is not operational and no workaround                         exists. Customer's production/business is seriously                         affected.

             *       Priority 2: Software and/or the hosted physical                         infrastructure functionality is impaired, does not work                         like proposed, but it is operational

     CORIO RESPONSIBILITIES:

             *       Priority 3: Minor software and/or the hosted physical                         infrastructure problems or functionality questions.

             *       Priority 4: Enhancement request or cosmetic problems.

4.      RESPONSE TIME: (Commitment to customers) Commence One will make every attempt to contact our customers within 30 minutes of the report of a critical incident, and to notify and work with any third party vendors providing ancillary services that may be affected by the incident. However, for providing specific action plans for resolutions, we are committed to the following schedule:

             *       Priority 1 incidents: 2 hours

             *       Priority 2 incidents: 4 hours

For resolution of incidents, we are committed to the following schedule:

             *       Priority 1 incidents: we will respond as provided above                         and continue resolution efforts on a 24 x 7 basis until                         the incident has been resolved

             *       Priority 2 incidents: we will respond as provided above                         and continue resolution efforts during business hours                         until the incident has been resolved

                                    18

19 5.      SUPPORT CONTACTS:

Up to 5 individuals can be designated as Registered Customers to contact Commerce One for Support services. Upon written notice, customers may change their designated contacts. [Additional contacts can be purchased at additional cost as mutually agreed. Specify the 5 contacts on the Customer Profile form.

                                    19

20                                     EXHIBIT D

                      SALES AND MARKETING COOPERATION

The parties agree to the following non-binding sales and marketing cooperation efforts:

1.      RELATIONSHIP MANAGERS. The parties' Relationship Managers would attempt         to meet at mutually agreeable times no less than every quarter to review         and coordinate sales efforts and review customer response to the         Software, the MarketSite.net Services and the Corio Services, and         address other topics related to this Agreement.

2.      SALES COMPENSATION. The parties agree to provide their internal and         external sales and marketing personnel sufficient compensation         incentives designed to actively promote and encourage cross-selling of         the Corio Services, and the Software and the MarketSite.net Services,         respectively.

3.      JOINT MARKETING PLANS. During the term of this Agreement the parties         agree to develop, review and submit to each other new and continuing         marketing plans with respect to the Corio Services and the Software and         MarketSite.net Services, respectively.

4.      MARKETING FUND. Within six (6) months after the Effective Date of the         Agreement, Corio and Commerce One each would contribute to a marketing         fund to be jointly managed by the parties to promote the sale and         marketing of the Corio Services, the Software and the MarketSite.net         Services.

5.      PERSONNEL. Each party agrees to assign one (1) existing sales or         marketing employee primarily dedicated to assist in the sales and         marketing promotional activity set forth in this Exhibit D.





6.      COOPERATION AND PUBLICITY. Upon mutual agreement, Corio and Commerce One         may engage in the following activities: joint publicity releases, joint         marketing materials, joint marketing calls, joint conference and trade         show efforts, and strategy coordination concerned with promoting the         Software, the MarketSite.net Services and the Corio Services in the         commercial marketplace.

7.      INITIAL CUSTOMERS. Within sixty (60) days after the Effective Date of         the Agreement, Corio agrees to use commercially reasonable efforts to         obtain orders from two (2) Customers for the Corio Services which         include access to the Software and MarketSite.net Services.

                                    20 
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?
[A]: Each party covenants that         it shall not, under any circumstances, sue the other party (or its         officers, directors, successors and assigns) or any of that parties'         licensees, customers, or distributors ("Protected Entities") for patent         infringment under any future patents or future patent rights relating to         said Developments, that either party owns or controls, so long as that         Protected Entity has a license from Commerce One or Corio to the         Software, or to a product that is a modification of, derivative work         based on, or replacement for the Software.


[Q]: 1                                                                    Exhibit 10.17

                           SPONSORSHIP AGREEMENT

      THIS SPONSORSHIP AGREEMENT (the Agreement) is made and entered into this the 24th day of February, 1998, by and between Southern Racing Promotions, Inc., (SRP) a Tennessee corporation, and Logan's Roadhouse, Inc., a Tennessee corporation (Logan's), with its principal place of business in Nashville, Tennessee.

      WHEREAS, SRP is engaged in the business of operating an automobile  racing team;

      WHEREAS, SRP is securing sponsorship funds to offset the direct costs of campaigning a NASCAR Late Model Stock Car (LMSC) Racing Team (the Team) in the 1998 racing season at Nashville Motor Speedway (NMS);

      WHEREAS, Logan's desires to become the primary sponsor of the Team to promote its restaurant concept in Middle Tennessee and the southeastern United States; and

      WHEREAS, the parties desire to set forth in this agreement their  respective rights and obligations;

      NOW, THEREFORE, in consideration of the promises and Agreements set forth herein, the parties hereto agree as follows:

      1. PRIMARY SPONSOR. For the 1998 racing season, Logan's shall be the primary sponsor of the Team, which fields a LMSC racing vehicle (the Race Car) driven by Brad Baker. During the term of this Agreement, SRP will not represent any other product or company or accept as a primary, secondary, associate or contingent decal sponsor any other product reasonably deemed by Logan's to be competitive with Logan's.

      2. TERM. The term of this Agreement shall commence on the date hereof  and, unless terminated as provided herein, shall continue through November 30, 1998.

      3. SERVICES TO BE PROVIDED BY SRP.  SRP shall perform the following  services for Logan's in connection with race programs:

         (A) THE DRIVER. Except as specifically provided in this Agreement,  Brad Baker (Baker) will be the only driver for the Team for the term of this Agreement. If Baker is unavailable to perform as driver as a result of injury, illness or any other disability, or cause beyond his control, SRP shall provide an alternate driver subject to the approval of Logan's (Alternate Driver), which approval shall not be unreasonably withheld. Baker and any Alternate Driver appointed by SRP and approved by Logan's pursuant to this Agreement are herein collectively

                                    1    2

referred to as the Driver. The Driver shall not drive for any other sponsor which competes with Logan's. The Driver shall not drive any other race vehicle for any other sponsor than Logan's without prior written notice from SRP to Logan's.

               (B) ADVERTISING, ENDORSEMENTS, ETC. Unless otherwise provided  in this Agreement, Logan's shall have the right at no additional expense to use the name, likeness and voice of Baker for endorsements, advertising and promotions in all forms of media.

               (C) PUBLIC IMAGE. SRP shall be primarily responsible for developing and maintaining a positive public image for the Driver and the Team. To facilitate this aim and in recognition of Logan's sensitivity to any adverse publicity with respect to the Driver and the Racing Team, SRP shall be responsible for the public image of the Driver and the Racing Team at all times, including but not limited to any statement by the Driver or the Team in connection with press conferences, media contact and any contact of the Driver or Team with the general public, whether at a race or otherwise.

               (D) CAR DESIGN. Consistent with NASCAR rules and regulations and the terms of Articles 4 and 5 of this Agreement, SRP will develop a graphic design for the Race Car (the Graphic Design). SRP will purchase decals for the Race Car based upon the Graphic Design and shall be responsible for painting the Race Car in conformity with the Graphic Design.

               (E) UNIFORMS. SRP will provide race day uniforms for up to a maximum of 12 personnel and a driver suit for the Driver. Consistent with the NASCAR rules and regulations, and excluding any patches required by NASCAR, Logan's shall have the exclusive right to promote its Logan's logo on uniforms and Driver's suit on the areas depicted on Exhibit A to this Agreement. Logan's also shall have the exclusive right to promote its Logan's trademark on the side of the helmet, as shown on Exhibit B to this Agreement. Uniforms and Driver's suit may display one patch each for up to two secondary or associate sponsors, provided such secondary or associate sponsors have been approved in advance by Logan's, such patches to be located as mutually agreed upon by Logan's and SRP. The Driver shall not appear in a race uniform or driving suit other than the





Logan's uniform/suit in connection with or portraying involvement in NASCAR LMSC racing, whether or not used in product advertising or promotion.

               (F) CREDENTIALS. At the request of Logan's and consistent with NASCAR and race track rules, regulations and procedures, SRP will use best efforts to secure credentials for the pre-race admissions of a maximum of four designees of Logan's to pit row and/or the garage area of each regularly scheduled or special LMSC event in which the Race Car competes.

               (G) SHOW CAR. SRP will build and provide to Logan's a 1997 Ford Thunderbird automobile (Show Car) that will have an appearance identical to

                                    2

3

that of the race car, to include full roll cage, race interior, paint, graphics and under-hood race look. Logan's will provide equipment and driver to transport the Show Car to destinations and according to schedules as determined by Logan's. At the expiration of this contract, Logan's will return the Show Car to SRP in substantially the same condition as when received by Logan's, normal wear and tear excepted.

         (H) TRANSPORTER. SRP is attempting to purchase or lease a 53 foot  semi-trailer to be pulled by a Peterbilt class eight tractor which will function as the Race Car transporter (the Transporter). In the event SRP is successful in procuring the Transporter, it will be lettered and pictured with Logan's racing graphics by SRP up to a maximum cost allowance of Two Thousand Five Hundred and No/100's ($2,500.00), with Logan's retaining the right to apply more extensive graphics at its own expense if Logan's so chooses. Any associate sponsor graphics appearing on the Transporter will be displayed in a subservient manner to clearly reflect Logan's as the primary sponsor of the Team.

         (I) AUTHORITY OF SRP.  SRP hereby warrants that it has the authority to grant all rights to Baker under this Article 3.

      4. ASSOCIATE AND SECONDARY SPONSORSHIPS. SRP shall have the right to obtain secondary and associate sponsors for the Race Car and Team, subject to the approval of Logan's, which approval shall not be unreasonably withheld. SRP may not obtain any associate or secondary sponsors whose products or concepts compete with Logan's. Any associate and/or secondary sponsor may promote its role as a sponsor by signage, logos or trademarks on the Race Car, provided that such associate and/or secondary sponsors signage, logos or trademarks used on the Race Car, when viewed collectively, shall not cover any area greater than 25% of that of Logan's signage, logos or trademarks, nor conflict with the graphic design, or in other locations or on clothing as may be permitted by the terms of the Agreement. Logan's shall have the exclusive use of the hood, the rear quarter panel area above the tire and the bottom of the deck lid (rear facing panel, TV panel) of the Race Car, as shown on Exhibit C to this Agreement. All other areas permitted by NASCAR for sponsor signage, logos or trademarks and the spoiler space are reserved for NASCAR, SRP and the associate and secondary sponsors. All associate and secondary sponsors' graphic layouts for the Race Car are subject to Logan's approval, which shall not be unreasonably withheld. Furthermore, SRP shall not permit any associate or secondary sponsor to suggest in any manner that its sponsorship role is as great as that of Logan's.

      5. CONTINGENT SPONSORS. SRP intends to participate in NASCAR and NMS decal sponsor programs such as a series sponsor, and race related products such as tires and fuel. Logan's acknowledges that NASCAR or NMS require the placing of certain decals on the Race Car as a prerequisite for competing in a racing event. SRP acknowledges that such required decals shall be placed forward of the

                                    3

4

door panel, or as otherwise required by NASCAR rules and regulations, in a way not to detract from Logan's signage.

      6. COMPENSATION. In consideration of the services provided, SRP shall  be entitled to a base fee of Eighty Thousand Dollars and No/100's (580,000.00) payable as follows:

         (i) $40,000.00 payable upon execution of this contract; and

         (ii) the balance of $40,000.00 payable in eight equal monthly   installments of $5,000 each, due the first day of March, April, May, June, July, August, September and October, 1998.

      7. TRADEMARKS. It is expressly understood that SRP may use the Logan's trademarks, logos or other symbols only as directed or approved by Logan's and that Logan's may use the trademarks, logos, symbols, name, likeness, voice or signature of the Driver, the Team or any secondary or associate sponsor only as directed or approved by the Driver, or secondary sponsors, as appropriate. SRP may license and use the Logan's name and Trademark in promotions directly related to the Race Car or the Team, such as souvenir items, hats, shirts, etc. Upon termination of this Agreement, SRP and any associate or secondary sponsors shall immediately cease all use of all Logan's trademarks, trade names, service marks, logos, symbols or other designations, and Logan's shall immediately cease all use of trademarks, trade names, service marks, logos, symbols or other





designation of SRP or any associate or secondary sponsors, as well as any and all use of name, likeness, voice or signature of the Driver.

      8. CONFIDENTIALITY. Both parties shall exercise due care to protect the confidentiality of any information exchanged between them as a result of this Agreement, including information exchanged during the negotiation of this Agreement, and shall not use such information to the disadvantage of the other party. However, nothing contained herein will prevent either party from fully utilizing information already known to such party or information which is or becomes generally available to the public through no fault of such party that has the right to disperse such information without breaching any obligation to one of the parties to this Agreement. The parties each specifically agree not to share confidential information received from the other party with any agent, including their respective advertising agencies, unless the party wishing to share such information with this agent receives written approval from the other party.

      9. POWER AND AUTHORITY. Logan's and SRP warrant they have full power and authority to enter into and perform this Agreement, and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and each has the ability to provide the services called for hereunder. Upon the execution and delivery of this agreement, it will be a valid and binding obligation of Logan's and SRP in accordance with its terms. Logan's and

                                    4

5

SRP further warrant they have not made, nor will make, any Agreement or commitment which would prevent or interfere in any way with the full performance of the obligations hereunder or the full enjoyment of the other party hereunder.

      10. SPECIAL RIGHT OF TERMINATION.  Either party shall have the right to terminate this Agreement, subject to the following terms and conditions:

          (a) Either party (the Terminating Party) may terminate this Agreement upon prior written notice to the other party (the Defaulting Party) upon the occurrence of any of the following conditions:

              (i) In the event that such party materially breaches this   Agreement or materially defaults in the performance of any obligation hereunder and fails to cure said breach within 30 days of written notice to the Defaulting Party by the Terminating Party;

              (ii) Immediately in the event that the Defaulting Party   (including, for SRP, the Driver) commits any crime involving moral turpitude or otherwise commits any act or is involved in any situation bringing itself, the Terminating Party or the products of the Terminating Party into public hatred or contempt, or engages in conduct that shocks or insults the community or brings the Terminating Party, or its products into public disrespect, scandal or ridicule; or

              (iii) In the event the LMSC series at NMS is canceled.

          (b) In the event Logan's terminates this Agreement pursuant to this Article 10, Logan's shall be entitled to a pro rata refund of amounts prepaid for the current calendar year, with no further obligations under this Agreement.

      11. FORCE MAJEURE. Neither party hereto will be considered in default of this Agreement or be liable for damages therefor, for any failure of performance hereunder occasioned by an Act of God, force of nature, physical casualty, accident, war or warlike activity, insurrection or civil disorder or other cause beyond its reasonable control, provided the party so affected gives prompt notice to the other.

      12. RELEASE. Except as may be otherwise provided in this Agreement, including amounts due SRP from Logan's under Article 6 of this Agreement, neither SRP nor its employees or agents shall make any claims against Logan's with respect to any remuneration in the nature of salary or otherwise for any cost, damage, loss or expense incurred for any reason, including, but not limited to, damage, injury or death which may be suffered by SRP or its employees or agents, third parties, or any property of SRP or property of its agents or employees, or property of any third parties. SRP shall obtain from the Driver and from each of its employees who is a member of the Team a release in favor of Logan's from all liability with respect to any of the above.

                                    5

6

      13. INSURANCE. SRP shall provide at its expense, and maintain throughout the term of this Agreement, comprehensive general liability insurance in the amount of Five Million Dollars and No/100's ($5,000,000.00) per occurrence with respect to any liability relating to the activities of SRP in the performance of this Agreement SRP shall supply Logan's with a copy of the Certificate of Insurance naming Logan's as an additional insured. Such policies shall provide for at least fifteen (15) days' written notice to Logan's of the cancellation or substantial modification thereof. Such insurance will be supplemental coverage in excess of the Five Million Dollars ($5,000,000.00)





primary coverage provided to SRP and Logan's by the comprehensive liability policy of NMS.

      14. NOTICES. All notices required or permitted hereunder shall be in writing and shall be deemed to be properly given: (a) when personally delivered to the party entitled to receive the notice; (b) upon receipt of facsimile message confirmed by first class mail, postage prepaid; (c) upon receipt of package delivered by overnight courier; or (d) when sent by certified or registered mail, postage prepaid properly addressed.

      15. WAIVERS.  A waiver of any provision of this Agreement shall be  enforceable only if the waiver is in writing signed by the party against whom the waiver is sought to be enforced. A failure by a party at any time to exercise any rights hereunder shall not constitute a waiver of such rights at another time.

      16. NATURE OF RELATIONSHIP.  The parties expressly acknowledge and  agree that SRP is acting as an independent contractor and not as a employee of, or partner or joint venturer with, Logan's. Each party is responsible for all taxes relating to its operation, including payroll taxes for its employees.

      17. AMENDMENTS AND ASSIGNMENTS.  This Agreement may not be modified or assigned except in writing signed by SRP and Logan's.

      18. GOVERNING LAW.  This Agreement shall be constructed under and  governed by the laws of the State of Tennessee.

      19. SEVERABILITY. In the event that any provision of this Agreement is for any reason found and declared to be invalid, illegal or unenforceable, then such provision shall be deemed amended only to the extent necessary to eliminate such invalidity, illegality or unenforceability. In any such event, the validity of the remaining portions or provisions of this Agreement shall not be affected.

      20. BENEFITS.  This Agreement shall inure to the benefit of and be   binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns.

      21. CAPTIONS.  Sections, titles or captions contained in this Agreement are inserted as a matter of convenience and for reference and in no way define, limit,

                                    6

7

extend or describe the scope of this Agreement or the intent of any provision  thereof.

      22. COUNTERPARTS.  This Agreement may be executed in multiple   counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one in the same instrument.

      23. ENTIRE AGREEMENT.  This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements between them with respect to the subject to the subject matter hereof.

      IN WITNESS WHEREOF, the parties have executed this Agreement.

                                      Logan's Roadhouse, Inc.

                                      By:     /s/ Edwin W. Moats, Jr.                                                  -------------------------------

                                      Name:   Edwin W. Moats, Jr.                                                  -------------------------------

                                      Title:  President and CEO                                                  -------------------------------

                                      Southern Racing Promotions, Inc.

                                      By:     /s/ Gary T. Baker                                                  -------------------------------

                                      Name:   Gary T. Baker                                                  -------------------------------

                                      Title:  President                                                  -------------------------------

                                    7 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
[A]:
Certificate of Insurance naming Logan's as an additional insured.