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.

[EX Q]: EXHIBIT 10.27

                                                          MediaLinx File No. 952

                         CO-BRANDING CONTENT AGREEMENT                          -----------------------------

THIS AGREEMENT made as of the 30th day of June 1999

BETWEEN:

          MEDIALINX INTERACTIVE, L.P.,           represented herein by its general partner           MediaLinx Interactive Inc.           a corporation incorporated under the laws           of the Province of Ontario           20 Richmond Street East           Suite 600           Toronto, Ontario           M5C 3B5

          (hereinafter called MLX, or Party)

               - and -

          HEALTHCENTRAL.COM INC.           a corporation incorporated under the           laws of the state of California           Marketplace Tower           6001 Shellmound Street, Suite 800           Emeryville, CA. 94608

          (hereinafter called HCI or Party)

          (both MLX and HCI to be collectively referred to as the Parties)

WHEREAS MLX owns, hosts, licenses, publishes and maintains an Internet service in Canada that includes, but is not limited to the Sympatico web site which includes inter alia, the HealthyWay web site on the World Wide Web (the MLX Internet Services);

AND WHEREAS HCI owns, hosts, licenses, publishes and maintains a health services web site known as healthcentral.com on the World Wide Web (the HCI Site);

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

CERTAIN INFORMATION ON THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

1.  SERVICES & DEVELOPMENT

a)   MLX and HCI have agreed to provide certain services and content to each      other in order to mutually develop and integrate content from the HCI Site      into the Sympatico health section, currently known as HealthyWay, of the      Sympatico web site (the Co-Branded Site).

b)   The Parties have agreed that they will mutually approve the design of the      Co-Branded Site and that the launch date of the Co-Branded Site shall be      September 1st, 1999 unless mutually extended by the Parties as agreed to in      writing.

2.  MLX'S OBLIGATIONS AND RESPONSIBILITIES

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





During the Term of this Agreement MLX shall:

a)   continue to technically host and moderate all of the HealthyWay discussion      forums currently residing on the forums section of the Sympatico web site.      MediaLinx shall retain all right, title to and interest in the discussion      forums;

b)   promote the Co-Branded Site as set out in Schedule 1 attached hereto;

c)   grant to HCI, a non-exclusive and non-transferable right to use MediaLinx      images and certain content contained in the HealthyWay web site (the      Sympatico Content) for the sole purpose of satisfying the requirements of      this Agreement. MediaLinx shall retain all right, title to and interest in      the Sympatico Content;

d)   grant to HCI, to the extent that HCI requires access to MLX logos and      trademarks (collectively MLX Marks) the use of certain MLX Marks as      necessary for the purposes of fulfilling its obligations under this      Agreement. HCI assures that the MLX marks are used in accordance with MLX's      logo usage guidelines as provided by MLX from time to time. Without      limiting the generality of the foregoing, HCI agrees:

     (i)     that MLX is the owner of the MLX Marks and the goodwill and              reputation associated therewith;

     (ii)    not to contest the validity of the MLX Marks or MLX's title              thereto;

     (iii)   that HCI acquires no right, title or interest in the MLX Marks, and              any and all goodwill associated with the MLX Marks enures              exclusively to the benefit of MLX;

     (iv)    to notify MLX promptly of any attempt by any third party to use MLX              Marks, or any variation or imitation thereof of which HCI becomes              aware;

     (v)     at MLX's expense, to fully co-operate with MLX and execute such              documents and at the request of MLX to do such acts and things as              may be reasonably necessary or desirable to restrain such use;

e)   ensure that in the event that it enters into an electronic commerce      agreement with a third party for the sale of goods on the Co-Branded Site      that all agreements with the third parties shall ensure that such third      party shall be wholly responsible for all products and transactions that      may occur on the Co-Branded Site, that all such transactions shall comply      with all applicable Canadian and US laws and regulations, including privacy      laws and including compliance with MediaLinx's standards and guidelines,      and ensure that such third party

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     provides a full indemnity to MediaLinx and HCI in respect of any and all      transactions and products that may be hosted on the Co-Branded Site;

f)   ensure that in the event that user traffic to the Co-Branded Site falls      below the levels outlined in Schedule 2, that MediaLinx will use all      commercially reasonable efforts to increase promotion to the Co-Branded      Site until usage to the site increases to levels above the levels outlined      in Schedule 2; and

g)   make a reasonable effort to explore the technical possibilities of sharing      with HCI the traffic on the home page of the Sympatico Health Section of      the Sympatico web site, subject to any legal and regulatory constraints.

3.  HCI's OBLIGATIONS AND RESPONSIBILITIES

During the Term of this Agreement HCI shall:

a)   use reasonable commercial efforts to provide industry accepted standards of      reliability of service and to make available the appropriate production      resources to build and maintain the Co-Branded Site;

b)   integrate content contained in the HCI Site into the Co-Branded Site of the

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





     Sympatico web site subject to the prior approval of MediaLinx;

c)   update the look and feel of the Co-Branded Site upon Launch, subject to      the prior approval and consent of MediaLinx;

d)   ensure that general terms and conditions on the Co-Branded Site are subject      to the prior approval of MediaLinx;

e)   host, manage, update and maintain all aspects of the mutually approved Co-      Branded Site including technology, content, production, design, operations,      and customer relations save and except forums. Without limiting the      generality of the foregoing, HCI shall use all reasonable commercial      efforts to: 1) ensure that the hosting services provided in connection with      the Co-Branded Site are provided at the same standard as the hosting of the      Sympatico web site, and 2) ensure that the Co-Branded Site is available 7      days per week and 24 hours per day;

f)   ensure that the level of Canadian content contained on the Co-Branded Site      is maintained at such levels as is found on the HealthyWay section of the      Sympatico web site on the Launch Date, and ensure that the level of      Canadian content is maintained in accordance with the attached Schedule      3;

g)   design the Co-Branded Site in such a manner so as to make prominent      Canadian content, Canadian context and Canadian activity, such as described      in Schedule 3;

h)   make all reasonable efforts to suppress or remove all content from the HCI      Site which is to be integrated into the Co-Branded Site that is irrelevant      and inappropriate for the Canadian market and ensure that all content      contained in the Co-Branded Site continues to be relevant for the Canadian      market in accordance with Schedule 3;

i)   provide MediaLinx with daily usage statistics for the Co-Branded Site in      accordance with the following format attached hereto as Schedule 4;

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j)   have the option to provide and manage some discussion forum hosts referred      to in paragraph 2(a) of this Agreement;

k)   ensure that it only utilizes communications related services and tools on      the Co-Branded Site which have been provided by MediaLinx's Canadian      telecommunication partners, including but not limited to webmail,      directories, address book, and ip telephony;

l)   grant to MLX, to the extent that MLX requires access to HCI logos and      trademarks (collectively HCI Marks) the use of certain HCI Marks as      necessary for the purposes of fulfilling its obligations under this      Agreement. MLX assures that the HCI Marks are used in accordance with HCI's      logo usage guidelines as provided by HCI from time to time. Without      limiting the generality of the foregoing, MLX agrees:

     (i)     that HCI is the owner of the HCI Marks and the goodwill and              reputation associated therewith;

     (ii)    not to contest the validity of the HCI Marks or HCI's title              thereto;

     (iii)   that MLX acquires no right, title or interest in the HCI Marks, and              any and all goodwill associated with the HCI Marks enures              exclusively to the benefit of HCI;

     (iv)    to notify HCI promptly of any attempt by any third party to use the              HCI marks, or any variation or imitation thereof of which MLX              becomes aware;

     (v)     at HCI's expense, to fully co-operate with HCI and execute such              documents and at the request of HCI to do such acts and things as              may be reasonably necessary or desirable to restrain such use; and

m)   ensure that in the event that it enters into an electronic commerce

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





     agreement with a third party for the sale of goods on the Co-Branded Site      that all agreements with the third parties shall ensure that such third      party shall be wholly responsible for all products and transactions that      may occur on the Co-Branded Site, that all such transactions shall comply      with all applicable Canadian and US laws and regulations, including privacy      laws and including compliance with MediaLinx's standards and guidelines,      and ensure that such third party provides a full indemnity to MediaLinx and      HCI in respect of any and all transactions and products that may be hosted      on the Co-Branded Site.

4.  ADVERTISING

Subject to paragraph 6, MediaLinx shall be entitled to sell advertising and sponsorships on all pages of the Co-Branded Site to Canadian advertisers (for the purposes of this Agreement Canadian advertisers shall be advertisers with substantial places of business in Canada) and HCI shall be entitled to sell advertising and sponsorships on all pages of the Co-Branded Site to US advertisers (for the purposes of this Agreement, US advertisers shall be advertisers with substantial places of business in the United States). All sponsorship and advertising package deals for the Co-Branded Site will be mutually agreed upon by the parties and shall abide by MediaLinx's and HCI's standard advertising agreement and Canadian and U.S. advertising regulations and standards. Any excess inventory that has not been sold is available to be sold by either party. Neither party shall permit advertising on the Co-Branded Site from an entity which is a competitor to the other party. For the purposes of this Agreement, a competitor to MediaLinx shall be an Internet portal web site and/or an internet service provider. For the purposes of this Agreement, a competitor to HCI shall be a consumer health based web site. The parties shall define a plan in writing prior to the Launch setting out how the Parties shall work together to jointly sell advertising, serve the advertising and track the advertising inventory on the Co-Branded Site.

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5.  E-COMMERCE

Subject to paragraph 6, MediaLinx and HCI shall be entitled to negotiate e- commerce relationships which shall reside on the Co-Branded Site. In addition to the terms and conditions detailed in paragraphs 2(e) and 3(m), both parties acknowledge and agree that any e-Commerce offering must be able to offer pricing in Canadian dollars and provide shipping across Canada, unless otherwise mutually agreed to in writing. In addition, all products offered through the Co- Branded Site must abide by all Canadian laws and regulations. The cost of integrating any e-Commerce relationship will be borne by the entity that brought the relationship. Any and all marketing activities and design of an e-Commerce system shall be approved by both parties.

6.  FINANCIALS

(a)  HCI shall pay MLX a guaranteed fixed sum of [*] US per annum during the      Initial Term of this Agreement to be paid out as a monthly payment of [*]      US (the Monthly Payment). This Monthly Payment shall be due by the 10th      day of each month;

(b)  HCI shall be entitled to all net revenue generated from advertising and e-      commerce transactions generated by Canadian companies that may take place      on the Co-Branded Site up to and including [*] US in any given year.      Thereafter, any net revenues exceeding [*] US shall be shared fifty-fifty      between the parties (50% MediaLinx--50% HCI). HCI shall be entitled to all      proceeds generated from US companies on the Co-Branded Site. Net revenue      is defined as revenue less: 1) third party expenses directly related to the      acquisition of the revenue; for example, advertising broker commissions and      advertising management services, and 2) internally paid commissions for      selling the advertisement and/or sponsorship;

(c)  Both Parties shall keep true and accurate books and records of all revenue      generated as a result of the Co-Branded Site. Either Party shall have the      right from time to time to audit and make extracts of the books and records      of the other, insofar as said books or records pertain to the terms of this      Agreement. Any such audit shall take place upon not less than seven (7)      days advance written notice, during normal business hours of normal      business days and at reasonable intervals. Any such audit shall be at the

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





     requesting Party's expense, unless the audit determines that the other      party has underpaid by 10% or more. In the event that the calculation of      payments herein is determined by a computer-based system, then the books      and records shall include, without limitation, the machine-sensible data      (e.g. punch cards, magnetic tapes, discs; and

(d)  Both Parties shall provide the other with quarterly accounting reports as      necessary. The quarterly reporting periods end September 30th and      December 31st, 1999, March 31st, 2000, and June 30th, 2000.      Applicable remittances and accounting reports will follow under separate      cover within sixty (60) days of the end of each quarter.

[*] = 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.

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7.  CUSTOMER INFORMATION

Any and all customer data that is collected from the Co-Branded Site shall be collected and used in accordance with Canadian federal and provincial laws and U.S. Federal and State laws and both MediaLinx and HCI privacy guidelines and MediaLinx and HCI shall each own an undivided interest in such data. MediaLinx will not have access to the HCI Personal Health Records (being the longitudinal repository of personal health information about users of the Co-Branded Site) during or after the Term of this Agreement. During the Term of this Agreement and for a period of six (6) months thereafter, MediaLinx shall not use or publicly disclose the data collected from users of the Co-Branded Site if such use is for the purpose of providing health information, advertisements, or products that compete with those that reside on the Co-Branded Site. In other instances, MediaLinx shall be entitled to use or publicly disclose the data collected subject to privacy guidelines noted above.

In addition to the foregoing, HCI shall ensure that the Co-Branded Site is integrated into the Sympatico site-wide registry in order for users to have a single login access for all Sympatico.ca and Sympatico co-branded web sites.

8.  PAGE VIEWS

Both MediaLinx and HCI shall be entitled to count the page views on the Co- Branded Site. In the event that it becomes necessary to have only one party count the number of page views on the Co-Branded Site, due to third party reporting, regulatory and/or legal requirements, HCI shall be entitled to count one hundred percent (100%) of the content page views of the Co-Branded Site and MLX shall be entitled to count one hundred percent (100%) of the HealthyWay discussion forum page views and one hundred percent (100%) of the page views on the Sympatico Health home page.

9.  EXCLUSIVITY

During the Term of the Agreement, and subject to the following requirements respecting Canadian content levels as set out in paragraphs 3(f), (g) and (h), HCI shall be the exclusive health content partner in the health section of the Sympatico web site, provided however, that nothing contained herein shall prevent MediaLinx from entering into an agreement with other parties for: i) a health based web directory; or ii) other health related content whose content does not compete with the content contained on the Co-Branded Site; which in no event shall receive no more than one fifth (1/5th) of the promotion and which shall constitute no more than one fifth (1/5th) of the total health related content which resides on the home page of the Sympatico Health section. In the event that MediaLinx obtains a web guide from a third party, MediaLinx and HCI shall discuss how to present both web guides to the user, and make best effort to agree to the kind of experience that the user shall have when utilizing the new web guide. If, at any time during the Term of this Agreement, HCI fails to meet the content requirements set out in paragraphs 3(f), (g) and (h), HCI shall no longer be entitled to be the exclusive health content partner in the health section of the Sympatico web site. HCI shall not either directly or indirectly license or deliver content to or carry on or be engaged with any other Canadian portal web site, being a Web site which aggregates and markets a variety of content directed to multiple communities of interest and which offers products,

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





tools and services to a broad base of Canadian end users.

                                                                               6

10.  BRANDING & COMMUNICATIONS

During the first six (6) months from the Launch date, the primary branding for the Co-Branded Site shall remain HealthyWay. In addition to the foregoing and subject to mutual design approval, a Powered By HealthCentral or such other appropriate tag line shall appear on the Co-Branded Site and shall be approximately 80% of the font size of the HealthyWay title and will be close to the HealthyWay brand. Thereafter, the HealthyWay and Health Central trademarks shall be co-branded in a mutually agreed upon method. The URL for the Co-Branded Site shall remain healthyway.sympatico.ca. A separate redirect URL may be set up for the Co-Branded Site, e.g. healthcentral.sympatico.ca.

All electronic communications to the users of the Co-Branded Site shall be jointly developed, co-branded with each party's respective marks and shall be mutually agreed upon.

11.  TERM & TERMINATION

11.1  Term

The term of this Agreement shall be for a period of two (2) years (the Term). The effective date of the start of the Term will be from the Launch Date.

11.2  Termination

(a)  Either Party may terminate this Agreement upon 30 days prior written notice      to the other Party if 1) such other Party breaches any material term of      this Agreement, unless such breach is cured within 30 days; or 2) if any of      the terms of this Agreement that require mutual approval are not mutually      agreed to;

(b)  This Agreement may be terminated by a Party immediately, without notice:

     (i)     upon the institution by or against the other Party of insolvency,              receivership, or bankruptcy proceedings or any other proceedings              for the settlement of the other Party's debts, if such proceedings              are not dismissed within sixty (60) days;

     (ii)    upon the other Party making an assignment for the benefit of              creditors; or

     (iii)   upon the other Party's dissolution;

(c)  Either party may terminate this Agreement upon 30 days written notice if      either Party's corporate structure has undergone a material ownership      change such that its corporate interests are then in conflict with the      corporate interests of the other Party; and

(d)  Upon termination or expiration of this Agreement for any reason:

     (i)     the Parties shall immediately cease using the Marks of the other              Party;

     (ii)    the Parties shall immediately return to each other all property of              the other and cease using or distributing all advertising or              promotional materials, if any, containing references to the other              Party or the other Party's product;

     (iii)   the Parties shall remove all special links made pursuant to this              Agreement from their respective products of the other Party; and

     (iv)    each Party shall pay to the other Party all outstanding amounts              which have accrued and are properly owing, including without              limitation, any New Account customer commission payments or net              advertising revenue owed outstanding together with any appropriate              final reports.

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Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





11.3  The exercise of a right of termination or other right or remedy in       connection with this Agreement shall be without prejudice to any other       right or remedy to which the terminating party may be entitled under this       Agreement or applicable law.

12.  REPRESENTATIONS & WARRANTIES

(a)  MLX's Representations and Warranties.

MLX represents and warrants that:

(i)     it has full right, power and authority to enter into and be bound by the         terms and conditions of this Agreement and to perform its obligations         under this Agreement, without the approval or consent of any other         party;

(ii)    it has sufficient right, title and interest in and to the rights granted         to HCI pursuant to this Agreement to enter and perform this Agreement         and to enable HCI to perform under this Agreement;

(iii)   it owns all intellectual property in and to the MLX Marks and the         Sympatico Content, including but not limited to any and all creative         advertisement content, or has obtained all necessary licenses,         clearances, assignments and waivers in respect of any and all         intellectual property used in the Sympatico Content, including without         limitation waivers of moral rights necessary to publish, license and         distribute world-wide;

(iv)    the use, reproduction, distribution or transmission of the Sympatico         Content will not violate any laws including criminal laws, commercial         laws, or any rights of any third parties including, but not limited to         such violations as infringement or misappropriation of copyright,         patent, trademark, trade defamation, invasion of privacy or rights of         celebrity, violation of any anti-discrimination law or regulation, or         any other right of any person or entity;

(v)     it has all necessary skills and materials necessary to provide its         contributions to the Co-Branded Site as contemplated by this Agreement.         MLX shall perform the services described herein in a timely fashion with         all due skill, competence and diligence and the quality of the Co-         Branded Site shall meet both HCI's and MLX's standards of high quality         and excellence;

(vi)    that the information contained in the MLX marks and the MLX content is         accurate, does not contain any material that is libelous, obscene,         misleading or otherwise harmful.

(b)  HCI's Representations and Warranties.

HCI represents and warrants that:

(i)     it has full right, power and authority to enter into and be bound by the         terms and conditions of this Agreement and to perform its obligations         under this Agreement, without the approval or consent of any other         party;

(ii)    it has sufficient right, title and interest in and to the rights granted         to MLX pursuant to this Agreement to enter and perform this Agreement         and to enable MLX to perform under this Agreement;

(iii)   it owns all intellectual property in and to the HCI Marks and all         content HCI contributes to the Co-Branded Site (the HCI Content)         including but not limited to any and all creative

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        advertisement content, or has obtained all necessary licenses,         clearances, assignments and waivers in respect of any and all         intellectual property used in the HCI Marks and the HCI Content,         including without limitation waivers of moral rights necessary to

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





        publish, license and distribute world-wide;

(iv)    the use, reproduction, distribution or transmission of the HCI Marks and         HCI Content will not violate any laws including criminal laws,         commercial laws, or any rights of any third parties including, but not         limited to such violations as infringement or misappropriation of         copyright, patent, trademark, trade defamation, invasion of privacy or         rights of celebrity, violation of any anti-discrimination law or         regulation, or any other right of any person or entity;

(v)     the Co-Branded Site will function, operate and perform in all material         respects in accordance with the requirements described or incorporated         in the Agreement;

(vi)    it has all necessary skills and materials necessary to provide its         contributions to the Co-Branded Site as contemplated by this Agreement.         HCI shall perform the services described herein in a timely fashion with         all due skill, competence and diligence and the quality of the Co-         Branded Site shall meet both HCI's and MLX's standards of high quality         and excellence;

(vii)   that no advertisement submitted to MLX hereunder shall make use of any         subliminal technique and holds MLX and its affiliated and related         companies harmless against any loss or damage arising from the storage         and/or use of any and all advertising. HCI warrants that any and all         advertising that it submits complies with advertising standards in         Canada, including those of MLX and that the use, reproduction,         distribution, or transmission of such advertising will not violate any         criminal laws, commercial laws or any rights of any third parties,         including, but not limited to, such violations as infringement or         misappropriation of copyright, patent, trademark, trade secret, music,         image, video/full motion video or other proprietary or property right,         false advertising, unfair competition, defamation, invasion of privacy         or rights of celebrity, property right, false advertising, unfair         competition, defamation, invasion of privacy or rights of celebrity,         violation of any anti-discrimination law or regulation, or any other         right of any person or entity;

(viii)  that the Co-Branded Site will function, operate and perform in all         material respects in accordance with the requirements described in the         Agreement; and

(vix)   that the information contained in the HCI Marks and the HCI Content is         accurate, does not contain any material that is libelous, obscene,         misleading or otherwise harmful.

13.  NO ADDITIONAL WARRANTIES

a)   Except as specifically provided herein or as agreed to in writing by the      Parties, the services provided under this Agreement are not guaranteed and      are provided as is and MLX gives no representations, warranties or      conditions of any kind, express or implied, including without limitation      warranties as to insertion, display or loading of any advertisement,      sponsorship or integrated branded search engine uninterrupted or error free      operation of the Sympatico Web Site, any advertisement, sponsorship,      integrated branded search engine or link, merchantability, quality or      fitness for a particular purpose and those arising by statute or otherwise,      or from a course of dealing or usage of trade; and

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b)   Except as specifically provided herein or as agreed to in writing by the      parties: 1) the services provided under this Agreement are not guaranteed      and are provided as is; and 2) HCI gives no representations, warranties      or conditions of any kind, express or implied, including without limitation      warranties as to: insertion, display or loading of any advertisement,      sponsorship or integrated branded search engine uninterrupted or error free      operation of the co-branded Web Site, any advertisement, sponsorship,      integrated branded search engine or link, merchantability, quality or      fitness for a particular purpose and those arising by statute or otherwise,      or from a course of dealing or usage of trade.

14.  INDEMNIFICATION

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





(a)  By MLX: MLX agrees to indemnify and hold harmless HCI and its employees,      representatives, agents and affiliates from any and all liability, loss,      claims, damages or causes of action (each a Claim), including reasonable      legal fees and expenses that may be incurred by, arising out of or relating      to any claim that the MLX Marks or Sympatico Content or any MLX developed      advertising infringes in any manner any copyright, patent, trademark, trade      secret or any other intellectual property right of any third party;

(b)  By HCI: HCI agrees to indemnify and hold harmless MLX and its employees,      representatives, agents and affiliates from any Claim including reasonable      legal fees and expenses that may be incurred by, arising out of or relating      to any third party claim that the HCI Marks or HCI Content or any HCI      developed advertising infringes in any manner any copyright, patent,      trademark, trade secret or any other intellectual property right of any      third party; and

(c)  Procedure: All indemnification obligations under Section 14, shall be      subject to the following requirements:

     (i)     the indemnified party shall provide the indemnifying party with              prompt written notice of any Claim;

     (ii)    the indemnified party shall permit the indemnifying party to assume              and control the defense of any action upon the indemnifying party's              written acknowledgment of the obligation to indemnify; and

     (iii)   the indemnified party shall not enter into any settlement or              compromise of any Claim without the indemnifying party's prior              written consent, which shall not be unreasonably withheld.

     In addition, the indemnified party may, at its own expense, participate in      its defense of any Claim. In the event that the indemnifying party assumes      the defense of any such claim, the indemnifying party shall have no      liability for legal fees and costs incurred by the indemnified party.

15.  LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO THE INDEMNITY OBLIGATIONS IN SECTION 14, THE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 16, AND THE YEAR 2000 COMPLIANCE OBLIGATIONS UNDER SECTION 20, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE,

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STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.  CONFIDENTIALITY

Each Party shall keep confidential any information, data and reports obtained in connection with this Agreement, unless such information has been rightfully obtained from a third party or is generally available to the public, or as must be disclosed by law. Upon termination of this Agreement, each of the parties (the Receiving Party) shall return to the other party (the Disclosing Party) any records or copies thereof which it may have obtained from the Disclosing Party in connection with its review of the Disclosing Party's business, other than information otherwise rightfully obtained by Receiving Party, acting in good faith, from someone other than the Disclosing Party or generally available to the public. Each party shall hold the terms and provisions of this Agreement confidential and shall not disclose its terms to any person except to its management. Notwithstanding the foregoing, this Agreement and the LOI is subject to the terms and conditions of the Confidentiality and Non-Disclosure Agreement signed between the Parties dated May 3rd, 1999.

17.  NO PUBLIC NOTICE

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





No public announcement of the proposed transaction will be made by either Party unless the timing and content have been agreed upon in advance by both parties, except as may otherwise be required by law. It is understood though that MediaLinx may discuss this arrangement with its Sympatico Internet service providers and affiliates to the extent necessary to meet the proposed time lines.

18.  COSTS

Unless agreed to otherwise, each party will pay for its own costs and expenses in connection with this Agreement and the proposed activities contemplated herein, without limitation, legal fees, brokers, accountants and other professional advisors.

19.  INDEPENDENT CONTRACTORS

It is the intention of MLX and HCI that MLX and HCI are, and shall be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement shall be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between MLX and HCI.

                                                                              11

20.  YEAR 2000 COMPLIANCE

Both MLX and HCI represent and warrant that their contributions to the Co- Branded Site are designed to be used prior to, during, and after the calendar year 2000 AD and will operate during each such time period without error relating to date data, specifically including any error relating to, or the product of, date data which represents or references different centuries or more than a century. Without limiting the generality of the foregoing, the Co-Branded Site: (i) will not abnormally end or provide invalid or incorrect results as a result of date data, specifically including date data which represents or references different centuries or more than one century; (ii) has been designed to ensure year 2000 compatibility, including, but not limited to, date data century recognition, calculations which accommodate same century and multi- century formulas and date values, and date data interface values that reflect the century; and (iii) includes Year 2000 Capabilities. For the purposes of this Agreement, Year 2000 Capabilities means the Co-Branded Site (i) will manage, calculate, sequence, compare and manipulate data involving dates, including single century formulas and multi-century formulas, including leap years and will not cause an abnormally ending scenario within the application or generate incorrect values or invalid results involving such dates; (ii) provides that all date-related user interface functionalities and data fields include the indication of century; and (iii) provides that all date-related data interface functionalities include the indication of century.

While HCI asserts that its code and scripts will execute properly, as described above, and that HCI uses third party software that specifies Y2K compliance, we can not guarantee that all third party software will perform as specified by the manufacturer. Should a third party product fail to meet its Y2K compliance policy, we will work with the vendor to remedy the problem in a timely fashion. HCI will ensure that it complies with any third party recommendations that are necessary for Y2K compliance.

21.  GOVERNING LAW

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the Parties agree to abide by the jurisdiction of the Courts of Ontario.

22.  ENTIRE AGREEMENT

This Agreement, together with any and all attached exhibits and/or schedules, represents the entire agreement between MLX and HCI with respect to the subject matter herein and shall supercede all prior agreements, communications and understanding of the Parties, oral and/or written.

23.  LEGAL FEES

The prevailing Party in any legal action brought by one Party against the other and arising out of this Agreement shall be entitled, in addition to any other

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





rights and remedies it may have, to reimbursement for its expenses, including court and arbitration costs, as well as reasonable legal fees.

                                                                              12

24.  SUCCESSORS AND ASSIGNS

Except as provided in this Section, neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party shall be permitted to assign this Agreement and any of its rights and obligations hereunder to an affiliate or related company or to a purchaser of all or substantially all of its Internet business, without obtaining the prior written consent of the other party.

25.  FORCE MAJEURE

Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other similar cause beyond the control of such Party.

26.  NOTICES

All notices, requests, consents and other communications which are required or permitted hereunder shall be in writing and shall be deemed given (a) when delivered in person at the time of such delivery or by telecopy with confirmed receipt of transmission at the date and time indicated on such receipt or (b) when received if given by an internationally recognized express courier service to the address specified below. Notice of change of address shall be given in the same manner as other communications.

If to HCI:                    If to MediaLinx: - ----------                    ----------------

HealthCentral.com Inc.        MediaLinx Interactive, L.P. 2600 Tenth Street             20 Richmond Street East, Suite 600 Berkeley, CA                  Toronto, Ontario, M5C 3B5 94710                         Attn: Director of Content                               Fax: (416) 350-1516                               with a copy to Legal Department:                               Fax No.: (416) 350-5212

27.  COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

28.  HEADINGS

The section and article headings contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

                                                                              13

                                  Schedule 1

MLX will run [*] advertising banners, promoting the Co-Branded Site each month, which shall run throughout the Sympatico.ca Site.

MLX will promote the Co-Branded Site on the Sympatico.ca homepage in a frequent and timely fashion.

MLX will promote the Sympatico Health Site through Sympatico.ca house advertising, from time to time.

MLX will provide contextual integration of Health content into other areas of

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





Sympatico.ca, as appropriate.

MLX will provide a persistent link, in fold, from the Sympatico Health Site home page to the Co-Branded Site.

MLX will provide a link to the Sympatico Health Site home page from the Sympatico.ca home page.

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.                                                                               14

                                  Schedule 2

MLX will use all commercially reasonable efforts to maintain the user traffic at a monthly minimum of:

 .  [*] page views three (3) months after the launch of the Co-Branded Site;

 .  [*] page views six (6) months after the launch of the Co-Branded Site; and

 .  [*] page views twelve (12) months after the launch of the Co-Branded Site.

[*]  = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

                                                                              15

                                  Schedule 3

HCI shall ensure that Canadian content and context is promoted and maintained within the Co-Branded Site in accordance with the following:

Ensure that Canadian spelling is used throughout the site where possible. Ensure that non-relevant or inappropriate information is either removed or put into context for a Canadian user. Ensure that Canadian health information sourced from Canadian content providers is added to the site, where possible.

Issues related to access to services: Canadian public health care system There is little notion of managed care in Canada Inclusion of Canadian self help resources

Health related law & policy: Federal and provincial government funding of healthcare and the existence of a social safety net in Canada Allowed distribution of drugs Different roles related to pharmaceutical advertising

Societal context of Canada: Canada's multicultural make up (e.g. Less Hispanics, more Asians) Likelihood of different health risk factors for Canadians Different behaviour of the Canadian population (e.g. travelling south for the winter, snowbirds) Different health events e.g. Heart month

Technicalities: Differences in drug names Canadian currency Metric system for measurement

The Canadian voice: Important to highlight Canadian health experts e.g. Canadian health professionals, researchers, companies local events e.g. hospital closures, labour issues

                                                                              16

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999





                                  Schedule 4

HCI will provide MLX with usage statistics in the following 2 formats:

1) access to real time online statistics through a web browser including a number of preprogrammed usage reports, and

2) a format mutually agreed to by HCI and MLX

                                                                              17

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
[EX A]: Without      limiting the generality of the foregoing, MLX agrees:

[EX Q]: Exhibit 6.2 NON-EXCLUSIVE LICENSE AGREEMENT BETWEEN THE JOHNS HOPKINS UNIVERSITY & VIRTUOSO SURGICAL, INC.

JHU Agreement: A29889

Source: VIRTUOSO SURGICAL, INC., 1-A, 12/27/2019





1

May 3, 2016 NON-EXCLUSIVE LICENSE AGREEMENT- FOR SALES This Non-Exclusive License Agreement (hereinafter Agreement) is entered into by and between The Johns Hopkins University (hereinafter JHU), a corporation of the State of Maryland, having a principal place of business 3400 N. Charles Street, Baltimore, Maryland 21218- 2695 and, Virtuoso Surgical, Inc. (hereinafter Company), a Tennessee corporation having an address at 5701 Old Harding Pike; Suite 200; Nashville, TN 37205. The parties hereto agree as follows: 1. BACKGROUND 1.1 In the course of a fundamental research program at JHU, a valuable invention entitled Active Cannulas for Bio-Sensing and Surgical Intervention (JHU Ref. C04873) was developed by Drs. Robert Webster, III, Noah Cowan, Allison Okamura, and Russell Taylor (hereinafter Inventors). 1.2 JHU has acquired all right, title and interest, with the exception of certain retained rights by the United States government, in said invention but is without the capacity to commercially develop, manufacture and distribute products and methods which embody the invention. 1.3 Company is interested in providing such commercial products and methods to third parties on a non-exclusive basis and agrees to comply with the terms and conditions in this Agreement. 1.4 All references to particular Exhibits or Paragraphs shall mean the Exhibits to, and Paragraphs of, this Agreement, unless otherwise specified. 2. DEFINITIONS 2.1 EFFECTIVE DATE of this Agreement shall mean the date the last party hereto has executed this Agreement. 2.2 LICENSED FIELD shall mean Cannulated Surgical Intervention. 2.3 LICENSED PRODUCT(S) as used herein in either singular or plural shall mean any material, compositions, or other product, the manufacture, use or sale of which would constitute, but for the license granted to Company pursuant to this Agreement, an infringement of a claim of PATENT RIGHT(S) (infringement shall include, but is not limited to, direct, contributory, or inducement to infringe). 2.4 LICENSED SERVICE(S) as used herein in either singular or plural shall mean the performance on behalf of a third party of any method including cannulated surgical intervention or the manufacture of any product or the use of any product which would constitute, but for the license granted to Company pursuant to this Agreement, an infringement of a claim of the PATENT RIGHT(S), (infringement shall include, but not be limited to, direct, contributory or inducement to infringe).

Source: VIRTUOSO SURGICAL, INC., 1-A, 12/27/2019





2

May 3, 2016 2.5 NET SALES shall mean gross sales revenues and fees billed by Company from the sale of LICENSED PRODUCT(S) less trade discounts allowed, refunds, returns and recalls, and sales taxes. In the event that Company sells a LICENSED PRODUCT(S) in combination with other ingredients or substances or as part of a kit, the NET SALES for purposes of royalty payments shall be based on the sales revenues and fees received from the entire combination or kit. 2.6 NET SERVICE REVENUES shall mean gross service revenues and fees billed by Company for the performance of LICENSED SERVICE(S) less sales and/or use taxes imposed upon and with specific reference to the LICENSED SERVICE(S). In the event that Company sells a LICENSED SERVICE(S) in combination with other services or substances or as part of a kit, the NET SERVICE REVENUES for purposes of royalty payments shall be based on the sales revenues and fees received from the entire combination. 2.7 PATENT RIGHT(S) shall mean, collectively, JHU's interest in those set forth in EXHIBIT C of this Agreement and the inventions disclosed and claimed therein, and all continuations, divisions, and reissues based thereof, and any corresponding foreign patent applications, and any patents, or other equivalent foreign PATENT RIGHT(S) issuing, granted or registered thereon. 3. GRANT 3.1 License Granted: Subject to the terms and conditions of this Agreement and to non-exclusive license agreements executed prior to the EFFECTIVE DATE, JHU hereby grants to the Company a non-exclusive, non-transferable license to make, have made, import, offer for sale and sell the LICENSED PRODUCT(S) and the LICENSED SERVICE(S) in the United States and worldwide under the PATENT RIGHT(S) in the LICENSED FIELD. 3.2 No Sublicensing: Company shall not sublicense to others under this Agreement, nor extend the rights granted hereunder to any affiliated company. 4. PAYMENTS, ROYALTY AND REPORTING 4.1 License Fee: As consideration for JHU's grant of a License to Company under this Agreement, Company shall pay to JHU a license fee, cash and equity, as set forth in Exhibit A within thirty (30) days of the EFFECTIVE DATE. The license fee is nonrefundable and shall not be credited against royalties or other fees. 4.2 Minimum Annual Royalties: Company shall pay to JHU minimum annual royalties as set forth in Exhibit A. These minimum annual royalties shall be due within thirty (30) days of each anniversary of the EFFECTIVE DATE beginning with the first anniversary. Running royalties accrued under Paragraph 4.3 and paid to JHU during the one year period preceding an anniversary of the EFFECTIVE DATE shall be credited against the minimum annual royalties due on that anniversary date.

Source: VIRTUOSO SURGICAL, INC., 1-A, 12/27/2019





3

May 3, 2016 4.3 Running Royalties: Company shall pay to JHU, a running royalty as set forth in Exhibit A, for each LICENSED PRODUCT(S) sold and each LICENSED SERVICE(S) provided, based upon NET SALES and NET SERVICE REVENUES respectively, for the term of this Agreement. Such payments shall be made within thirty (30) days of the end of each calendar quarter following first commercial sale of LICENSED PRODUCT or providing LICENSED SERVICES. All non-US taxes related to LICENSED PRODUCT(S) and LICENSED SERVICE(S) sold under this Agreement shall be paid by Company and shall not be deducted from royalty or other payments due to JHU. 4.4 Reporting and Payments: Upon achieving first commercial sale of LICENSED PRODUCTS and LICENSED SERVICES, Company shall provide a quarterly royalty report, substantially in the format of Exhibit B, accompanying each royalty payment as required in Paragraph 4.3. Royalty reports shall disclose the amount of LICENSED PRODUCT(S) and LICENSED SERVICE(S) sold, the total NET SALES and NET SERVICE REVENUES of such LICENSED PRODUCT(S) and LICENSED SERVICE(S), and the running royalties due to JHU as a result of NET SALES and NET SERVICE REVENUES by Company. In lieu of sending quarterly royalty reports to JHU via mail or courier, Company may provide all required reports in electronic format to the email address specified by JHU. 4.5 Late Payments: In the event that any payment due hereunder is not made when due, the payment shall accrue interest beginning on the tenth day following the due date thereof, calculated at the annual rate of six percent (6%), the interest being compounded on the last day of each calendar year. Each such royalty payment when made shall be accompanied by all interest so accrued. Said interest and the payment and acceptance thereof shall not negate or waive the right of JHU to seek any other remedy, legal or equitable, to which it may be entitled because of the delinquency of any payment. 4.6 Records: The Company shall make and retain, for a period of three (3) years following the period of each report required by Paragraph 4.4, true and accurate records, files and books of account containing all the data reasonably required for the full computation and verification of sales and other information required in Paragraph 4.4. Such books and records shall be in accordance with generally accepted accounting principles consistently applied. The Company shall permit the inspection and copying of such records, files and books of account by JHU or its agents during regular business hours upon ten (10) business days' written notice to the Company. Such inspection shall not be made more than once each calendar year. All costs of such inspection and copying shall be paid by JHU, provided that if any such inspection shall reveal that an error has been made in the amount equal to five percent (5%) or more of such payment, such costs shall be borne by the Company.

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4

May 3, 2016 4.7 Non-Arms Length Transactions: In order to insure JHU the full royalty payments contemplated hereunder, the Company agrees that in the event any LICENSED PRODUCT(S) shall be sold to an affiliated company or to a corporation, firm or association with which Company shall have any agreement, understanding or arrangement with respect to consideration (such as, among other things, an option to purchase stock or actual stock ownership, or an arrangement involving division of profits or special rebates or allowances) the royalties to be paid hereunder for such LICENSED PRODUCT(S) shall be based upon the greater of: 1) the net selling price at which the purchaser of LICENSED PRODUCT(S) resells such product to the end user, 2) the NET SERVICE REVENUE received from using the LICENSED PRODUCT(S) in providing a service, 3) the fair market value of the LICENSED PRODUCT(S) or 4) the net selling price of LICENSED PRODUCT(S) paid by the purchaser. 4.8 Method of Payment: All payments under this Agreement shall be made in U.S. Dollars by either check or wire transfer. 4.9 Payment Information. All check payments from Company to JHU shall be sent to: Director Johns Hopkins Technology Ventures The Johns Hopkins University 100 N. Charles Street, 5t h Floor Baltimore, MD 21201 Reference: JHU Agreement A29889 or such other addresses which JHU may designate in writing from time to time. Checks are to be made payable to The Johns Hopkins University. Wire transfers may be made through: ACH for U.S. Payments Johns Hopkins University Central Lockbox Bank of America 1400 Best Plaza Drive Richmond, VA 23227 Transit/routing/ABA number: 052001633 Account number: Type of account: depository CTX format is preferred; CCD+ is also accepted Reference: JHU Tech Transfer (JHU Agreement A29889) FED WIRE for International Payments Johns Hopkins University Central Lockbox Bank of America 100 West 33rd Street New York, NY 10001 SWIFT code: BOFAUS3N Account number: Type of account: depository

Source: VIRTUOSO SURGICAL, INC., 1-A, 12/27/2019





5

May 3, 2016 Reference: JHU Tech Transfer (JHU Agreement A29889) Company shall be responsible for any and all costs associated with wire transfers. Company shall provide JHU with the date of wire transfer payment and ACH confirmation number upon completion of such payment. 4.10 Invoices. Any invoice for payment sent by JHU to Company may be electronically provided by e-mail service. JHU will send invoices to an e-mail address provided by Company. Company will provide JHU with any updates to this e-mail address. 5. PATENT MATTERS 5.1 Prosecution & Maintenance: JHU, at its sole option and discretion, shall file, prosecute and maintain all patents and patent applications specified under PATENT RIGHT(S). Title to all such patents and patent applications shall reside in JHU. JHU shall have full and complete control over all patent matters in connection therewith under the PATENT RIGHT(S). 5.2 Right to Enforce: JHU shall have the first right to enforce the PATENT RIGHTS against any infringement or alleged infringement thereof in the LICENSED FIELD OF USE. 6. TERM AND TERMINATION 6.1 Expiration: This term of this Agreement shall commence on the EFFECTIVE DATE and shall continue, in each country, until the date of expiration of the last to expire patent within PATENT RIGHT(S) in that country. 6.2 Termination by Company: Company may terminate this Agreement and the license granted herein, for any reason, upon giving JHU sixty (60) days written notice under Paragraph 8.1. 6.3 Termination by JHU: JHU, at its option, may terminate this Agreement and the license granted herein if Company has not made any sales of LICENSED PRODUCT(S) or LICENSED SERVICE(S) in any period of four consecutive quarters, after the initial commercial sale of the PRODUCT(S) or LICENSED SERVICE(S). 6.4 Unpaid Royalty/Reversion of Rights: Termination or expiration of this Agreement shall not affect JHU's right to recover unpaid royalties accrued prior to termination or expiration. Upon termination or expiration of this Agreement, all rights in and to the licensed technology shall revert to JHU at no cost to JHU. 6.5 Survival: All applicable provisions, including but not limited to Paragraphs 4.1 (License Fee), 9.3 (Severability), 9.4 (Use of Name), 9.6 (Disclaimer of Warranties), 9.7 (Indemnification), 9.8 (Product Liability), 9.13 (Binding Effect) and 9.14 (Governing Law) shall survive termination or expiration of this Agreement.

Source: VIRTUOSO SURGICAL, INC., 1-A, 12/27/2019





6

May 3, 2016 7. DEFAULT 7.1 Default & Termination: Upon breach or default of any term or condition of this Agreement by either party, the defaulting party shall be given written notice of such default in writing by the party not in default. The defaulting party shall have a period of sixty (60) days after receipt of such notice to correct the default or breach. If the default or breach is not corrected within said sixty (60) day period, the party not in default shall have the right to terminate this Agreement. 8. NOTICES 8.1 Notice Information: All notices and/or other communications pertaining to this Agreement shall be in writing and sent by registered mail or certified mail, return receipt requested, or sent by overnight courier, such as Federal Express, to the parties at the following addresses or such other address as such party shall have furnished in writing to the other party in accordance with this Paragraph 8.1: FOR JHU: Director Johns Hopkins Technology Ventures The Johns Hopkins University 100 N. Charles Street, 5t h Floor Baltimore, MD 21201 Reference: JHU Agreement A29889 FOR Company: VIRTUOSO SURGICAL, INC. 5701 Old Harding Pike; Suite 200 Nashville, TN 37205 9. MISCELLANEOUS 9.1 Audit: JHU shall have the right to audit any and all Company records related to this Agreement. 9.2 Assignment: This Agreement is binding upon and shall inure to the benefit of JHU, its successors and assignees and shall not be assignable to another party, except that the Company shall have the right to assign this Agreement to another party in the case of the sale or transfer by the Company of all, or substantially all, of its assets relating to the LICENSED PRODUCT(S), LICENSED SERVICE(S) or PATENT RIGHT(S), to that party.

Source: VIRTUOSO SURGICAL, INC., 1-A, 12/27/2019





7

May 3, 2016 9.3 Severability: In the event that any one or more of the provisions of this Agreement should for any reason be held by any court or authority having jurisdiction over this Agreement, or over any of the parties hereto to be invalid, illegal or unenforceable, such provision or provisions shall be reformed to approximate as nearly as possible the intent of the parties, and if unreformable, shall be divisible and deleted in such jurisdictions; elsewhere, this Agreement shall not be affected. 9.4 Use of Name: The Company shall not use the name of The Johns Hopkins University or The Johns Hopkins Health System or any of its constituent parts, such as the Johns Hopkins Hospital or any contraction thereof or the name of Inventors in any advertising, promotional, sales literature or fundraising documents without prior written consent from an authorized representative of JHU. Company shall allow at least seven (7) business days notice of any proposed public disclosure for JHU's review and comment or to provide written consent. 9.5 Duties of the Parties: JHU is not a commercial organization. It is an institute of research and education. Therefore, JHU has no ability to evaluate the commercial potential of any PATENT RIGHT(S), LICENSED PRODUCT(S), LICENSED SERVICE(S) or other license or rights granted in this Agreement. It is therefore incumbent upon Company to evaluate the rights and products in question, to examine the materials and information provided by JHU, and to determine for itself the validity of any PATENT RIGHT(S), its freedom to operate, and the value of any LICENSED PRODUCT(S) or LICENSED SERVICE(S) or other rights granted. 9.6 Disclaimer of Warranties: JHU does not warrant the validity of any patents or that the practice under such patents, or the manufacture, use, sale or import of LICENSED PRODUCT(S) or LICENSED SERVICE(S), shall be free from patent infringement. EXCEPT AS EXPRESSLY SET FORTH IN THIS PARAGRAPH 9.6, COMPANY AGREES THAT THE PATENT RIGHT(S) ARE PROVIDED AS IS, AND THAT JHU MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE PERFORMANCE OF LICENSED PRODUCTS OR LICENSED SERVICES INCLUDING THEIR SAFETY, EFFECTIVENESS, OR COMMERCIAL VIABILITY. JHU DISCLAIMS ALL WARRANTIES WITH REGARD TO LICENSED PRODUCTS AND LICENSED SERVICES UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, JHU ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES ON THE PART OF JHU AND INVENTORS, FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, AND CONSEQUENTIAL DAMAGES, ATTORNEYS' AND EXPERTS' FEES, AND COURT COSTS (EVEN IF JHU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FEES OR COSTS), ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, USE, OR SALE OF THE LICENSED PRODUCTS AND LICENSED SERVICES UNDER THIS AGREEMENT. COMPANY ASSUMES ALL RESPONSIBILITY AND LIABILITY FOR LOSS OR DAMAGE CAUSED BY ANY PRODUCT OR SERVICE MANUFACTURED, USED, OR SOLD BY COMPANY WHICH IS A LICENSED PRODUCT OR LICENSED SERVICE AS DEFINED IN THIS AGREEMENT.

Source: VIRTUOSO SURGICAL, INC., 1-A, 12/27/2019





8

May 3, 2016 9.7 Indemnification: JHU and the Inventors will have no legal liability exposure to third parties if JHU does not license the LICENSED PRODUCT(S) and LICENSED SERVICE(S), and any royalties JHU and the Inventors may receive is not adequate compensation for such legal liability exposure. Therefore, JHU requires Company to protect JHU and Inventors from such exposure to the same manner and extent to which insurance, if available, would protect JHU and Inventors. JHU and the Inventors will not, under the provisions of this Agreement or otherwise, have control over the manner in which Company or those operating for its account or third parties who purchase LICENSED PRODUCT(S) or LICENSED SERVICE(S) from any of the foregoing entities, practice the inventions of LICENSED PRODUCT(S) and LICENSED SERVICE(S). The Company shall indemnify, defend with counsel reasonably acceptable to JHU, and hold JHU, The Johns Hopkins Health Systems, their representatives including but not limited to present and former, trustees, officers, Inventors, agents, faculty, employees and students harmless as against any judgments, fees, expenses, or other costs arising from or incidental to any product liability or other lawsuit, claim, demand or other action brought as a consequence of the practice of said inventions by any of the foregoing entities, whether or not JHU or said Inventors, either jointly or severally, is/are named as a party defendant in any such lawsuit. Practice of the inventions covered by LICENSED PRODUCT(S) or LICENSED SERVICE(S) by an agent or a third party on behalf of or for the account of the Company, or by a third party who purchases LICENSED PRODUCT(S) or LICENSED SERVICE(S) from the Company, shall be considered the Company's practice of said inventions for purposes of this Paragraph 9.7. The obligation of the Company to defend and indemnify as set out in this Paragraph 9.7 shall survive the termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in the Agreement. 9.8 Product Liability: Prior to first commercial sale of any LICENSED PRODUCT(S) or LICENSED SERVICE(S) as the case may be in any particular country, Company shall establish and maintain, in each country in which Company shall sell LICENSED PRODUCT(S) or LICENSED SERVICE(S), product liability or other appropriate insurance coverage appropriate to the risks involved in marketing LICENSED PRODUCT(S) and/or LICENSED SERVICE(S) and will annually present evidence to JHU that such coverage is being maintained. Upon JHU's request, Company will furnish JHU with a Certificate of Insurance of each product liability insurance policy obtained. JHU shall be listed as an additional insured in Company's said insurance policies. If such Product Liability insurance is underwritten on a 'claims made' basis, Company agrees that any change in underwriters during the term of this Agreement will require the purchase of 'prior acts' coverage to ensure that coverage will be continuous throughout the term of this Agreement. 9.9 Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the obligations of the parties with respect to the subject matter hereof, and supersedes and replaces all prior agreements, understandings, writings, and discussions between the parties relating to said subject matter.

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9

May 3, 2016 9.10 Amendment & Waiver: This Agreement may be amended and any of its terms or conditions may be waived only by a written instrument executed by the authorized officials of the parties or, in the case of a waiver, by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by either party of any condition or term in any one or more instances shall be construed as a further or continuing waiver of such condition or term or of any other condition or term. 9.11 Binding Effect: This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. 9.12 Governing Law: This Agreement shall be construed, and legal relations between the parties hereto shall be determined, in accordance with the laws of the State of Maryland applicable to contracts solely executed and wholly to be performed within the State of Maryland without giving effect to the principles of conflicts of laws. Any disputes between the parties to the Agreement shall be brought in the state or federal courts of Maryland. Both parties agree to waive their right to a jury trial. 9.13 Headings: Article headings are for convenient reference and are not a part of this Agreement. All Exhibits are incorporated herein by this reference. 9.14 Use of Name: Nothing contained in this Agreement confers any right to either party hereto to use in advertising, publicity, or other promotional activities any name, trade name, trademark, or other designation of the other party hereto (including any contraction, abbreviation or simulation of any of the foregoing). Unless otherwise required by law, LICENSEE is prohibited from using the name The Johns Hopkins University or the name of any affiliate of the Johns Hopkins University, including but not limited to The Johns Hopkins Health System Corporation, or any of its hospitals or affiliates, or the names of any of their respective faculty, employees, students or INVENTORS, in advertising, publicity, or other promotional activities, without JHU's prior written approval of such use. JHU may disclose to all INVENTORS the terms and conditions of this Agreement upon their request. JHU may acknowledge to third parties the existence of this Agreement and the extent of the licenses granted to LICENSEE and AFFILIATES under Section 3 hereof, but JHU shall not disclose the financial terms of this Agreement to third parties, except where JHU is required by law to do so. LICENSEE hereby grants JHU permission to include LICENSEE's name and a link to LICENSEE's website in JHU's annual reports and on JHU's website to showcase technology transfer-related stories. JHU shall have the right to list LICENSEE and display the logotype or symbol of LICENSEE on JHU's website and on JHU publications as a licensee startup company based upon JHU technology.

Source: VIRTUOSO SURGICAL, INC., 1-A, 12/27/2019





10

May 3, 2016 IN WITNESS WHEREOF the respective parties hereto have executed this Agreement by their duly authorized officers on the date appearing below their signatures. THE JOHNS HOPKINS UNIVERSITY VIRTUOSO SURGICAL, INC. By: /s/ Neil Veloso By: /s/ C. Mark Pickrell Neil Veloso Name:C. Mark Pickrell Executive Director Title: Attorney-in-Fact Johns Hopkins Technology Ventures Date:5/11/2016 Date:: 5/4/2016

Source: VIRTUOSO SURGICAL, INC., 1-A, 12/27/2019





11

May 3, 2016 EXHIBIT A LICENSE FEES and ROYALTY 1. LICENSE FEE 1.1 The license fee due under Paragraph 4.1 is two-thousand dollars ($2000). 1.2 In addition, COMPANY shall issue to JHU that number of shares of common stock representing five percent (5%) of the outstanding common and preferred shares on a fully diluted basis of COMPANY pursuant to an agreed upon stock purchase agreement between COMPANY and JHU. The stock purchase agreement shall contain provisions protecting JHU against dilution of its equity interest in the event the post-money valuation of any equity investment is less than two million dollars ($2,000,000), and it will also contain a provision for the piggy-back registration of common shares with any other class of stock in an initial public offering. If COMPANY proposes to sell any equity securities or securities that are convertible into equity securities of COMPANY (collectively, Equity Securities) in any new round of financing, then COMPANY shall offer JHU and/or its Assignee (as defined below) an opportunity to purchase either: (i) up to that portion of the Equity Securities that equals JHU's then current, fully-diluted percentage ownership interest in COMPANY, or (ii) if the percentage offered for sale by COMPANY is less, then up to five percent (5%) of the Equity Securities offered for sale. Such offer to purchase shall be on the same terms and conditions as are offered with respect to such Equity Securities sold in such financing. For purposes of this section 7 of Exhibit A, the term Assignee means: (a) any entity to which JHU's preemptive rights have been assigned either by JHU or by another entity, or (b) any entity that is controlled by JHU. 2. EARNED ROYALTY 2.1 Annual Earned Royalty. COMPANY shall pay an annual EARNED ROYALTY as follows: 2.1.1 Four percent (4%) of the sum of NET REVENUES. 2.2 Royalty Stacking. If COMPANY is required to pay running royalties on any patent rights not licensed hereunder (Other Royalties) in order to make, use or sell a particular LICENSED PRODUCT or LICENSED SERVICE, COMPANY shall be entitled to credit half (50%) of such Other Royalties against the Earned Royalty due, but the Earned Royalties shall not be reduced below fifty percent (50%) of those that would otherwise be due JHU for that LICENSED PRODUCT or LICENSED SERVICE.

Source: VIRTUOSO SURGICAL, INC., 1-A, 12/27/2019





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May 3, 2016 2.3 Least Developed Countries. EARNED ROYALTY shall not be due and payable to JHU on NET REVENUES generated from: (i) LICENSED PRODUCTS sold in Least Developed Countries as defined by the United Nations Country Classification in the most recent United Nations' publication Statistical Annex (LEAST DEVELOPED COUNTRIES); or (ii) LICENSED PRODUCTS sold to the Public Sector providing LICENSED PRODUCTS at a Cost-Based Price in such Least Developed Countries, but only if COMPANY sells such LICENSED PRODUCTS at COMPANY's cost of production thereof. 3. MINIMUM ANNUAL ROYALTIES 3.1 The minimum annual royalties pursuant to the Agreement are: 1st anniversary of the EFFECTIVE DATE and each subsequent anniversary of the EFFECTIVE DATE during the term: Three-thousand dollars ($3000) 3.2 Earned Royalties payable for each calendar year are creditable on a non-cumulative basis against MINIMUM ANNUAL ROYALTIES for that year only. 4. LIQUIDITY EVENT 4.1 COMPANY will pay JHU a fee equal one percent (1%) of the Aggregate Consideration received by the COMPANY, or the total amount received by stockholders of COMPANY, upon the occurrence of a Liquidity Event. Such fee shall be paid after only the first to occur of either a Liquidation Event or an Initial Public Offering. The respective fees, when and if payable, shall be paid upon closing; except that if there are additional contingent amounts (Trailing Consideration) payable upon the occurrence of subsequent events, then the Trailing Consideration shall be due and payable to JHU within thirty (30) days after receipt thereof by COMPANY. 4.2 For a Liquidity Event, the fee required under Section 4.1 of this Exhibit A above shall be payable to JHU by COMPANY in the same form as the proceeds paid or payable to either COMPANY or its security holders, whether in cash, securities or other property, and in the same proportion as such form of consideration is paid or payable to COMPANY or its security holders. Notwithstanding the foregoing, in the event the form of consideration paid or payable includes securities for which there is not an active public market, in lieu of paying that portion of the fee with such securities COMPANY will make a cash payment to JHU equal to the fair market value of such securities. The valuation of such securities shall be determined in accordance with the definition of Aggregate Consideration set forth below. 4.3 For an Initial Public Offering, the fee shall be payable in the form of cash, and shall be based upon the Pre Money Valuation.

Source: VIRTUOSO SURGICAL, INC., 1-A, 12/27/2019





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May 3, 2016 4.4 Aggregate Consideration means the amount equal to: 4.4.1 In the case of an Asset Sale, the sum of: (a) all cash, and the fair market value of all securities or other property transferred to COMPANY at the time of the transaction, less all current and long-term liabilities (but not contingent liabilities) of COMPANY that are not discharged or assumed by the buyer (or its affiliates) in connection with the Asset Sale; and (b) all cash, and the fair market value of all securities and other property for Trailing Consideration payable to COMPANY, when and if actually paid; or 4.4.2 In the case of a Merger or Stock Sale, the sum of: (a) all cash, and the fair market value of all securities and other property transferred to the stockholders of COMPANY (and any option holders or warrant holders) in return for their stock (or options or warrants) in COMPANY at the time of the transaction, and (b) all cash, and the fair market value of all securities and other property transferred to the stockholders of COMPANY (and any option holders or warrant holders) for Trailing Consideration payable to the holders of COMPANY's securities, when and if actually paid. 4.4.3 The valuation of any securities or other property shall be determined by reference to the operative transaction agreement for a respective Merger, Stock Sale or Asset Sale, provided that, if no such valuation is readily determinable from such operative transaction agreement, then for securities for which there is an active public market: (a) If traded on a securities exchange or the NASDAQ Stock Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange or market over the thirty day (30) period ending three (3) days prior to the closing of such transaction; or (b) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty day (30) period ending three (3) days prior to the closing of such transaction. (c) The method of valuation of securities subject to investment letters or other similar restrictions on free marketability shall take into account an appropriate discount from the market value as determined pursuant to clause (a) or (b) above so as to reflect the approximate fair market value thereof. (d) For securities for which there is no active public market, the value shall be the fair market value thereof as either: (i) determined in good faith by the Board of Directors of COMPANY; (ii) approved by JHU, such approval not to be unreasonably withheld; or (iii) determined by a third party appraiser appointed and paid for by COMPANY.

Source: VIRTUOSO SURGICAL, INC., 1-A, 12/27/2019





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May 3, 2016 4.5 Pre-Money Valuation means the amount equal to the product of: (i) the price per share of common stock sold in the Initial Public Offering, and (ii) the total number of outstanding shares of common stock of COMPANY immediately prior to the closing of the Initial Public Offering, determined on a fully diluted, as converted into common stock basis, giving effect to any stock split, stock dividend, stock combination, recapitalization or similar action impacting COMPANY's capitalization that occurs, or is deemed to occur, upon consummation of the Initial Public Offering.

Source: VIRTUOSO SURGICAL, INC., 1-A, 12/27/2019





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May 3, 2016 EXHIBIT B QUARTERLY SALES & ROYALTY REPORT FOR NON-EXCLUSIVE LICENSE AGREEMENT A29889 BETWEEN VIRTUOSO SURGICAL, INC. AND THE JOHNS HOPKINS UNIVERSITY EFFECTIVE DATE OF AGREEMENT _________________ FOR PERIOD OF _________ TO _________ TOTAL ROYALTIES DUE FOR THIS PERIOD$_________

PRODUCT ID NO. PRODUCT NAME

*JHU REF NO.

PT COMMERCIAL SALE DATE TOTAL NE SALES/SERVICES ROYALTY RATE AMOUNT DUE

* Please provide the JHU Ref. C04873 This report format is to be used to report quarterly royalty statements to JHU. It should be placed on Company letterhead and accompany any royalty payments due for the reporting period. This report shall be submitted even if no sales are reported.

Source: VIRTUOSO SURGICAL, INC., 1-A, 12/27/2019





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May 3, 2016 EXHIBIT C JHU Ref Number Technology Title Inventors Country/#

C04873 Active Cannulas for Bio-sensing and Surgical Intervention Allison M. Okamura Noah J. Cowan Robert James Webster, III Russell H. Taylor

Japan 2008-541319

C04873 Active Cannulas for Bio-sensing and Surgical Intervention Allison M. Okamura Noah J. Cowan Robert James Webster, III Russell H. Taylor

European Patent Office 06844376.1

C04873 Active Cannulas for Bio-sensing and Surgical Intervention Allison M. Okamura Noah J. Cowan Robert James Webster, III  Russell H. Taylor

Canada 2,630,061

C04873 Active Cannulas for Bio-sensing and Surgical Intervention Allison M. Okamura Noah J. Cowan Robert James Webster, III Russell H. Taylor

Japan 2012-139088 5550682

C04873 Active Cannulas for Bio-sensing and Surgical Intervention Allison M. Okamura Noah J. Cowan Robert James Webster, III Russell H. Taylor

Japan  2015-094824

C04873 Active Cannulas for Bio-sensing and Surgical Intervention Allison M. Okamura Noah J. Cowan Robert James Webster, III Russell H. Taylor

Japan  2014-000372

C04873 Active Cannulas for Bio-sensing and Surgical Intervention Allison M. Okamura Noah J. Cowan Robert James Webster, III Russell H. Taylor

China 200680050046.8 ZL 200680050046.8

C04873 Active Cannulas for Bio-sensing and Surgical Intervention Allison M. Okamura Noah J. Cowan Robert James Webster, III Russell H. Taylor

United States  8,152,756

C04873 Active Cannulas for Bio-sensing and Surgical Intervention Allison M. Okamura Noah J. Cowan Robert James Webster, III Russell H. Taylor

United States  8,715,226

Source: VIRTUOSO SURGICAL, INC., 1-A, 12/27/2019 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
[EX A]: Upon JHU's request, Company will furnish JHU with a Certificate of Insurance of each product liability insurance policy obtained.

[EX Q]: EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Spring Bank Pharmaceuticals, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts. In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 7t h day of April, 2020. UBS ONCOLOGY IMPACT FUND L.P. ONCOLOGY IMPACT FUND (CAYMAN) MANAGEMENT L.P. By: Oncology Impact Fund (Cayman) Management L.P, By: MPM Oncology Impact Management LP, its General Partner its General Partner By: MPM Oncology Impact Management LP, By: MPM Oncology Impact Management GP LLC, its General Partner its General Partner By: MPM Oncology Impact Management GP LLC, By: /s/ Ansbert Gadicke its General Partner Name: Ansbert Gadicke Title: Managing Member By: /s/ Ansbert Gadicke Name: Ansbert Gadicke Title: Managing Member MPM ONCOLOGY IMPACT MANAGEMENT LP MPM ONCOLOGY IMPACT MANAGEMENT GP LLC By: MPM Oncology Impact Management GP LLC, By: /s/ Ansbert Gadicke its General Partner Name: Ansbert Gadicke Title: Managing Member By: /s/ Ansbert Gadicke Name: Ansbert Gadicke Title: Managing Member 
Question: Highlight the parts (if any) of this contract related to Agreement Date that should be reviewed by a lawyer. Details: The date of the contract
[EX A]:
7t h day of April, 2020.