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

[EX Q]: Exhibit 10.12 CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT is made and entered into as of June 1st, 2020 (the Effective Date) by and between GROUPE PARAMEUS CORP , a (hereinafter, the Consultant), with an address at 80 Cumberland street, suite 1707 Toronto Ont. (the Consultant), and Sphere 3D Corp., with an address at 895 Don Mills Road Bldg 2 Toronto Ontario Canada (Company).

WHEREAS, Consultant has experience in the area of corporate finance, investor communications and financial and investor public relations and the Company and Consultant wish for Consultant to provide services to the Company as hereinafter provided.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant hereby agree as follows:

DUTIES.

The Company hereby engages the Consultant and the Consultant hereby accepts engagement as a consultant. It is understood and agreed, and it is the express intention of the parties to this Agreement, that the Consultant is an independent contractor, and not an employee or agent of the Company for any purpose whatsoever. Consultant shall perform all duties and obligations as described on Exhibit A hereto (the Services) and agrees to be available at such times as may be scheduled by the Company. It is understood, however, that the Consultant will maintain Consultant's own business in addition to providing services to the Company. The Consultant agrees to promptly perform all services required of the Consultant hereunder in an efficient, professional, trustworthy and businesslike manner. A description of the Consultant's services are attached hereto as Exhibit A and incorporated by reference herein.

In connection with Consultant's performance of the Services specified in the Statement of Work, Company agrees to provide Consultant and/or each subcontractor, such materials as may be necessary for the Services to be performed (the Materials). The Company hereby represents, warrants, covenants and agrees that the Materials will be true and accurate and shall be free of any material omissions or misstatements and otherwise compliant will all applicable laws.

The Company shall provide disclosures in each of its Forms 10-K and 10-Q as to the existence of this Agreement and any Statement of Work, the amount paid or to be paid in connection with each Statement of Work and the types of services to be provided under each Statement of Work.

During the Term, the Company shall advise Consultant of any and all promotional activities with respect to its securities, prior to the commencement of such activities, including, but not limited to, press releases and engagements with other investment relations firms or other service providers providing services similar to those or the Services provided in a Statement of Work.

CONSULTING SERVICES & COMPENSATION. Commencing on the Effective Date, the Consultant will be retained as a Consultant and independent contractor for the Company for the Term as set forth in Section 3. For services rendered hereunder during the term, the Consultant shall receive:

A cash pre-payment of US$150,000 which Consultant acknowledges it received directly from an investor participating in the Company's March 2020 convertible debenture offering and that no additional cash payment is due and payable under this Agreement.

A total of 100,000 of the Company's restricted common stock issued under and pursuant to the terms of Regulation D under the Securities Act of 1933 (the Shares) shall be issued upon execution of this contract provided that the issuance of the Shares shall be subject to prior approval of the Board of Directors. The company shall cause its counsel to provide an opinion letter for removal of any legend when and if such legend may be removed in accordance with applicable law.





A one time issuance of 50,000 Common Stock options priced at the Nasdaq Official Closing Price (NCOP) on the date of approval of the Board of Directors of the company. All options shall vest monthly for six months.

A total of 100,000 RSA's (Restricted Stock Awards) that vest immediately, subject to prior approval of the Board of Directors.

TERM & TERMINATION. This Agreement is for a term (the Term) of 12 months from the Effective Date on June 1s t 2020 and expiring May 31st 2021.

(a) In the case that the company would not like to extend the terms of agreement for an additional month. The company must notify the consultant within 5 days of the conclusion of the 12 month term. Without notification the contract will automatically extend for an additional month of service.

Upon termination, Consultant agrees to perform the necessary information transfer required at the time.

CONFIDENTIALITY. All knowledge and information of a proprietary and confidential nature relating to the Company which the Consultant obtains during the Consulting period, from the Company or the Company's employees, agents or Consultants shall be for all purposes regarded and treated as strictly confidential for so long as such information remains proprietary and confidential and shall be held in trust by the Consultant solely for the Company's benefit and use and shall not be directly or indirectly disclosed in any manner whatsoever by the Consultant.

CONSULTANT'S REPRESENTATIONS & WARRANTIES. Consultant represents and warrants to the Company as follows:

The Consultant (i) has adequate means of providing for the Consultant's current needs and possible personal contingencies; (ii) is acquiring the Shares for investment and not with a view to their distribution and has no need for liquidity in this investment; (iii) is able to bear the substantial economic risks of an investment in the Shares for an indefinite period; and (iv) is an accredited investor as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended.

Consultant is not under any legal obligation, including any obligation of confidentiality or non-competition, which prevents Consultant from executing or fully performing this Consulting Agreement, or which would render such execution or performance a breach of contract with any third party, or which would give any third party any rights in any intellectual property which might be developed by Consultant hereunder; and

Consultant shall perform the Services hereunder in accordance with the terms of this Agreement and applicable regulations, guidelines and licensing requirements; and

Consultant has all requisite power and authority to execute, deliver, and perform this Agreement, and this Agreement has been duly authorized, executed and delivered by Consultant and is Consultant's legal, valid and binding obligation, and is enforceable as to Consultant in accordance with its terms.

The Consultant certifies, under penalties of perjury that the Consultant is not subject to backup withholding as a result of a failure to report all interest or dividends, or because the Internal Revenue Service has notified the Consultant that the Consultant is no longer subject to backup withholding, and that Consultant has provided the Company an accurate taxpayer ID number.

SEVERABILITY. In the event any provision of this Consulting Agreement is determined by a court of competent jurisdiction to be unenforceable, the parties will negotiate in good faith to restore the unenforceable provision to an enforceable state and to provide reasonable additions or adjustments to the terms of the other provisions of this Consulting Agreement so as to render the whole Consulting Agreement valid and binding to the fullest extent possible, and in any event, this Consulting Agreement shall be interpreted to be valid and binding to the fullest extent possible.

NON-DISCLOSURE OF TERMS. The terms of this Agreement shall be kept confidential, and no party, representative, attorney or family member shall reveal its contents to any third party except as required by law or as necessary to comply with law or preexisting contractual commitments.





INDEMNIFICATION. Consultant shall indemnify, defend and hold harmless the Company, the Parent, and each of their members, their affiliates and their respective directors, officers, employees, representatives, agents, successors and assigns (collectively, Indemnitees) from and against any and all claims, losses, liabilities, damages, costs, expenses (including, without limitation, attorneys fees and expenses) demands, fines, penalties, injunctions, suits and causes of action of any kind or nature whatsoever (collectively referred to as Damages) instituted by any third party and arising out of Consultant's performance of services under this Consulting Agreement, unless said Damages arise out of the negligence or willful misconduct of the Company, its members, affiliates and their respective directors, officers, employees, representatives, agents, successors and assigns.

SEC & LEGAL COMPLIANCE. Consultant hereby represents that it has in place policies and procedures relating to, and addressing, with the commercially reasonable intent to ensure compliance with, all applicable securities laws, rules and regulations, including but not limited to the use, release or other publication of forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and disclosure requirements outlined in Section 17B of the Exchange Act regarding the required disclosure of the nature and terms of its relationship with the Company in any and all literature or other communication(s) relating to these services, including but not limited to: Press Releases, letters to investors and telephone or other personal communication(s) with potential or current investors. In addition, Consultant acknowledges that United States securities laws and the rules and regulations promulgated thereunder prohibit any person with material, non- public information about a company from purchasing, selling, trading, or entering into options, puts, calls or other derivatives in respect of securities of such issuer or from communicating such information to any other person or entity and Consultant shall comply with such laws, rules and regulations. Consultant will take no action to manipulate the market price of the Company's securities in violation of law or regulation, nor pay or otherwise induce others to take any such actions, nor publish comments about the Company without appropriately disclosing payments received therefor.

MISCELLANEOUS

This Consulting Agreement shall be governed by, and construed pursuant to the laws of the State of New York, applicable to agreements made and performed wholly within such State. Any disputes under this Consulting Agreement shall be resolved by appropriate proceedings in the state of New York.

This Consulting Agreement may not be changed orally, but may be changed only in a writing executed by the party to be charged with enforcement.

If any terms and conditions of this Consulting Agreement shall be held to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, all remaining terms and conditions shall remain in full force and effect

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date.

Sphere 3D Corp.

/s/ Peter Tassiopoulos

Name: Peter Tassiopoulos

Title: CEO

GROUPE PARAMEUS CORP.

/s/ Samuel Kafkas

Name:

Title: President





EXHIBIT A

Consultant Services

The Consultant agrees, to the extent reasonably require in the conduct of its business with the Company, to place at the disposal of the Company its judgment and experience and to provide business development services to the Company, including, but not limited to, the following:

a. Advise and assist the company in developing and implementing appropriate plans and materials for presenting the Company and its business plan, strategy and personnel to the financial community.

b. With the cooperation of the Company, maintain an awareness during the term of the agreement of the Company's plan's and strategy as it relates to the financial community.

c. Create awareness of the company among investors and media.

d. Assist the Company in steps for financial and public relations. 
Question: Highlight the parts (if any) of this contract related to Post-Termination Services that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
[EX A]: 4752

[EX Q]: Exhibit 4.36

                              DEVELOPMENT AGREEMENT

                                     between

LEO PHARMA A/S of Industriparken 55, DK-2750 Ballerup, Denmark (hereinafter referred to as LEO) ---

                                       and

GALEN (CHEMICALS) LIMITED of 4 Adelaide Street, Dun Laoghaire, Co. Dublin, Ireland (hereinafter referred to as GALEN).

Capitalized terms not otherwise defined herein shall have the meanings set forth in Article I of this Agreement.

WHEREAS Bristol-Myers Squibb Company (BMS) has entered into a co-promotion agreement with GALEN regarding Dovonex(R) Product in the Territory (the Co-promotion Agreement).

WHEREAS GALEN and BMS have entered into an option agreement (the Option Agreement) in which GALEN has options to acquire all of BMS's rights and to assume BMS's obligations (the Option) under the agreement dated September 28, 1989 between BMS (as successor to E.R. Squibb & Sons Inc.) and LEO, as amended July 6, 1992 and April 8, 1993 and as of the date hereof and the Product Supply Agreement between Bristol-Myers Squibb Company and LEO dated as of April 8, 1993 (each as may be amended or supplemented by the parties in the future, collectively, the BMS Agreements); and

WHEREAS BMS has given up its rights under the BMS Agreements to a pharmaceutical preparation containing both the Compound and Betamethasone Dipropionate in an ointment (the Combination Product) as of the date hereof; and

WHEREAS LEO has developed and owns proprietary information regarding the Combination Product, and has filed a patent application for the Combination Product; and

WHEREAS GALEN has marketing expertise within the dermatological field; and

WHEREAS LEO and GALEN have entered into a License and Supply Agreement dated as of even date herewith between LEO and GALEN regarding the Combination Product (the Dovobet(R) Agreement) and subject to the coming into force of that Agreement under its terms, LEO has appointed GALEN as its exclusive distributor in the Territory of the Combination Product expected to be marketed under the trademark Dovobet(R); and

WHEREAS GALEN and LEO have entered into a License and Supply Agreement dated as of even date herewith pursuant to which GALEN will be the exclusive distributor of Dovonex(R) Product in the Territory subsequent to the exercise of the Option by GALEN and the acquisition of BMS's rights and assumption of BMS's obligations under the BMS Agreements by GALEN (the Dovonex(R) Agreement); and

WHEREAS GALEN, if the FDA mandates an additional pivotal phase III clinical trial for the Combination Product, will financially support LEO;

NOW THEREFORE the Parties hereby agree as follows:

I - DEFINITIONS

1.1      AB rated means, with respect to any Product (as defined in the          Dovonex(R) Agreement), a pharmaceutical product which is an AB-rated          equivalent to the Product, as defined in the 22nd edition of Approved          Drug Products with Therapeutic Equivalence Evaluations issued by the          United States Department of Health and Human Services.

1.2      Action or Proceeding means any action, suit, proceeding, arbitration          or Governmental or Regulatory Authority action, notification,          investigation or audit.

1.3      Affiliate means, with respect to any Person, any Person which,          directly or indirectly, controls, is controlled by, or is under common          control with, the specified Person. For purposes of this definition,          the term control as applied to any Person, means the possession,          directly or indirectly, of at least fifty-one per cent (51%) of the          power to direct or cause the direction of the management of that          Person, whether&sbsp;through ownership of voting securities or otherwise.

1.4      Agreement means this Development Agreement between LEO and GALEN.

1.5      Compound means the compound Calcipotriene, a vitamin D analogue with          the formula C27H4003.

                                                                               2

1.6      Dovonex(R) Product means the Compound marketed in the Territory under          the trademark Dovonex(R).

1.7      FDA means the United States Food and Drug Administration.

1.8      GALEN Information means any information (including, but not limited          to, technical improvements, financial and marketing information)          developed, made and/or generated by GALEN relating to and made as a





         result of its work with the Combination Product.

1.9      Governmental or Regulatory Authority means any court, tribunal,          arbitrator, agency, commission, official or other instrumentality of          the United States or any relevant country, state, province, county,          city or other political subdivision.

1.10     IND means the Investigational New Drug Application, as defined by the          United States Federal Food, Drug and Cosmetic Act and applicable          regulations promulgated thereunder as amended from time to time, filed          in the United States, for the Combination Product.

1.11     Laws means all laws, statutes, rules, regulations, ordinances and          other pronouncements having the effect of law of any relevant          Governmental or Regulatory Authority.

1.12     LEO Logo Guidelines means the guidelines for use of the LEO name and          the Assyrian Lion logo attached to the Dovobet(R) Agreement.

1.13     LEO Product Branding means the Trademark, the LEO name, the Assyrian          Lion, the LEO Logo Guidelines, the LEO Product Concept and any domain          names or websites related to the Combination Product in the Territory.

1.14     LEO Product Concept means the global design concept for packaging and          promotional materials related to the Combination Product developed by          LEO.

1.15     Losses means any and all damages, fines, fees, penalties,          deficiencies, losses and expenses (including without limitation          interest, court costs, reasonable fees of attorneys, accountants and          other experts or other expenses of litigation or other proceedings or          of any claim, default or assessment).

1.16     Master Agreement means the Master Agreement dated as of even date          herewith between LEO and GALEN.

1.17     NDA means a New Drug Application filed with the FDA for the          Combination Product, requesting permission to place a drug on the          market in accordance with 21 C.F.R. Part 314 and all supplements filed          pursuant to the requirements of the FDA, including all documents, data          and other

                                                                               3

         information concerning the Combination Product which are necessary for          FDA approval to market a product in the United States.

1.18     Party means GALEN or LEO, as the case may be, and Parties means          GALEN and LEO.

1.19     Person means any individual, firm, corporation, partnership, limited          liability company, trust, joint venture, Governmental or Regulatory          Authority or other entity or organization.

1.20     Technical Information means all information in the possession of LEO          and/or its Affiliates, and any information transferred from BMS to          GALEN, regarding preclinical, chemical-pharmaceutical and clinical data          or other scientific information (including specifications, master batch          records, analytical methods including validation protocol and the drug          master file), or secret know-how about the Combination Product          including, but not limited to marketing know-how and show-how or uses          for the Combination Product in the possession of LEO regarding the          Combination Product necessary for GALEN to fulfil its obligations under          the Agreement.

1.21     Territory means the fifty (50) states of the United States of          America, the District of Columbia, its territories and current          possessions.

1.22     Trademark means the trademark Dovobet(R) or any other trademark LEO          may select for the Combination Product.

II - WORK BY LEO

2.1      LEO has performed any and all preclinical, clinical and other studies          necessary to obtain marketing approval for the Combination Product in          Europe and has borne all costs and expenses associated therewith.          Furthermore, LEO will perform any and all additional studies, required          specifically by the FDA and will bear all costs and expenses associated          therewith except for the obligation of GALEN described in Article 3.1.

         A development plan is attached as Appendix I

2.2      LEO is responsible for obtaining approval of the NDA in the United          States.

III - OBLIGATIONS OF GALEN

3.1    If the FDA mandates that a second pivotal phase III clinical trial for        the Combination Product is required for registration in the United        States, GALEN agrees to pay 50% of the reasonable costs for

                                                                               4





         said study, such costs to be invoiced by LEO on a quarterly basis. The          payments are non-refundable.

3.2      GALEN will provide reasonable assistance to LEO in its endeavours to          obtain approval of the NDA in the United States.

3.3      Within thirty (30) days after the date hereof, GALEN will pay to LEO          US$5,000,000 (five million United States dollars) to reimburse LEO for          a portion of the actual development costs that have been incurred by          LEO. This payment is non-refundable.

IV - INDEMNIFICATION

4.1      LEO shall indemnify and hold GALEN and its agents, directors, officers          and employees and representatives harmless from and against any and all          Losses which they may at any time incur by reason of any Action or          Proceeding brought by any Governmental or Regulatory Authority or other          third party against GALEN arising out of or resulting from (a) any          misrepresentation, breach of warranty or non-fulfilment of or failure          to perform any agreement or covenant made by LEO in this Agreement, (b)          the use of the Combination Product in any clinical trial, or (c) any          other negligent act or omission of LEO.

4.2      GALEN shall indemnify and hold LEO and its agents, directors, officers          and employees and representatives harmless from and against any and all          Losses which they may at any time incur by reason of any Action or          Proceeding brought by any Governmental or Regulatory Authority or other          third party against LEO arising out of or resulting from (a) any          misrepresentation, breach of warranty or non-fulfilment of or failure          to perform any agreement or covenant made by GALEN in this Agreement,          or (b) any other negligent act or omission of GALEN.

4.3      The obligation of the Parties in this Article IV shall survive the          expiration or earlier termination of this Agreement to the extent          permitted by applicable Law.

4.4      In any case under this Article IV, where GALEN or LEO is to indemnify          the other, the control of the defence of any Action or Proceeding and          negotiations for settlement and compromise thereof, shall repose with          the indemnifying Party, except that nothing in this paragraph shall be          construed to relieve either Party hereto of the obligation to give the          other all reasonable co-operation, assistance and authority necessary          to permit full and complete defence of any Action or Proceeding;          provided, however, that no Party will settle any of such claims without          consent of the other Party; however, such consent shall not be          unreasonably withheld. Both Parties shall, if desired, be allowed to          participate, at their own expense, directly or through a representative          e.g. their product liability insurers, in any Action or Proceeding.

                                                                               5

V - CONFIDENTIALITY

5.1      All Technical Information disclosed to GALEN and all GALEN Information          disclosed to LEO shall be considered confidential regardless of          designation, and shall not be disclosed by the receiving Party to any          third party or used outside the scope of this Agreement without the          prior written consent of the disclosing Party except to a duly          authorised Governmental or Regulatory Authority in connection with the          registration or regulation of the Combination Product or if otherwise          required by Law. In the event that a Party is asked to disclose any          confidential information to a Governmental or Regulatory Authority,          such Party will - if possible - notify the nondisclosing Party          sufficiently prior to making such disclosure so as to allow the          nondisclosing Party adequate time to take whatever action it may deem          to be appropriate to protect the confidentiality of the information.          The obligation not to disclose Technical Information and GALEN          Information shall not apply to (a) any information that it now or later          becomes publicly available through no fault of the receiver, its          officers, employees or agents; (b) any information that the receiver          obtains from a third party not under a confidentiality obligation to          the discloser with respect to such information; (c) any information          that the receiver already has in its possession as indicated in its          written records; and (d) any information that is independently          developed or created by the receiver.

5.2      Each Party shall keep the terms of this Agreement confidential and          shall not disclose the same&bbsp;to any third party other than (i) by          agreement of the Parties hereto, or (ii) as required by Law or stock          exchange regulation or an order of a competent Governmental or          Regulatory Authority; provided that prior to disclosure pursuant to          (ii) above, the disclosing Party shall - if possible - notify the          nondisclosing Party sufficiently prior to making such disclosure so as          to allow the nondisclosing Party adequate time to take whatever action          it may deem to be appropriate to protect the confidentiality of the          information.

5.3      Neither Party shall make any press release or other public announcement          or other disclosure to third Parties relating to this Agreement without          the prior consent of the other Party, which consent shall not be          unreasonably withheld, except where required by applicable Law;          provided that prior to disclosure, the disclosing Party shall notify          the nondisclosing Party sufficiently prior to making such disclosure so          as to allow the nondisclosing Party adequate time to take whatever          action it may deem to be appropriate to protect the confidentiality of          the information.





5.4      This Article V shall survive the termination of this Agreement for a          period of ten (10) years, provided, however, that following the          termination of this Agreement LEO shall be free to use all data,          information or other confidential information relating to the          Combination Product and following termination of this Agreement, GALEN          shall be free to use all GALEN Information.

                                                                               6

VI - COMPLIANCE WITH LAWS

Both LEO and GALEN shall observe all applicable Laws in effect in fulfilling their obligations under this Agreement.

VII - TERM AND TERMINATION - CONSEQUENCES OF TERMINATION

7.1      This Agreement will be effective when signed by both Parties provided          that the Co-promotion Agreement and the Option Agreement have been          signed and have come into force and provided also that said agreements          do not prohibit GALEN from entering into the Dovonex(R) Agreement and          the Dovobet(R) Agreement.

7.2      This Agreement shall terminate if (a) the Dovonex(R) Agreement is          terminated by LEO pursuant to Articles 15.4, 15.7 or 15.8 thereof or          (b) the Dovonex(R) Agreement is terminated by LEO pursuant to Article          15.2 thereof in the event that GALEN has not exercised the Option for          reasons not including that (i) the aggregate turnover of the Products          in the U.S. during the period 1 July 2004 - 30 June 2005, as measured          by IMSHealth, is equal to or less than US$50,000,000 (fifty million          dollars) or (ii) on or prior to August 1, 2005 a generic product that          is AB rated to any Product (as defined in the Dovonex(R) Agreement) is          approved by the FDA and has become commercially available, provided,          for purposes of this subclause (ii), that GALEN has not provided          assistance to the holder of the registration for the AB rated product          to obtain such registration, or (c) the Dovobet(R) Agreement comes into          force and GALEN has fulfilled its obligations under this Agreement,          unless prior terminated in accordance with any of the provisions          hereof.

7.3      In the event that one of the Parties hereto materially defaults or          breaches any of the provisions of this Agreement, the other Party shall          have the right to terminate this Agreement upon sixty (60) days'          written notice, provided, however, that if the Party in default, within          the sixty day period referred to, remedies the said default or breach,          the Agreement shall continue in full force and effect.

7.4      In the event of termination of this Agreement under the provisions of          this Article VII GALEN shall not be relieved of the duty and          obligations to pay in full, any payments due and unpaid at the          effective date of such termination. In such event GALEN shall:

         (a)      return any and all Technical Information and any other                   information relating to the Combination Product provided to                   GALEN and shall make no further use thereof;

         (b)      cease to make use of the Trademark, the other LEO Product                   Branding and all other information related to the Combination                   Product, and all rights in the Trademark, the other

                                                                               7

                  LEO Product Branding and all other information relating to the                   Combination Product will promptly revert to LEO and be                   transferred to LEO;

         (c)      if GALEN is then the owner of any patents specifically related                   to the Combination Product, GALEN shall transfer such                   ownership to LEO, except for LEO being in breach in which case                   GALEN will sell said patents and LEO will purchase said                   patents at a price equal to the expenses GALEN has borne in                   relation to developing, establishing and maintaining said                   patent rights;

         (d)      if GALEN is then the owner of any patents, which in part                   relates to the Combination Product then LEO, its Affiliates                   and partners shall have a royalty free license to such patents                   for the term of the patents;

         (e)      if GALEN is then the owner of any data related to the                   Combination Product, including, but not limited to, any data                   related to any study performed under this Agreement such data                   shall be transferred to LEO. At such time, LEO shall have the                   right, but not the obligation, to have assigned to LEO any                   third party clinical agreement then pending;

         (f)      GALEN shall transfer the NDA, the IND and any other relevant                   registrations related to the Combination Product held by                   GALEN, if any, to LEO or its designee.

         In the event that LEO terminates this Agreement pursuant to Article 7.3          or Article 7.2(a) or (b), the transfers required under Article 7.4 (a),          (b), (c), (e) and (f) shall be made free of charge to LEO. Otherwise,          the costs of transfers shall be split evenly between the parties.

VIII - ASSIGNABILITY





This Agreement shall be binding upon, and shall inure to the benefit of successors of the Parties hereto, or to any assignee of all of the goodwill and entire business assets of a Party hereto relating to pharmaceuticals, but shall not otherwise be assignable without the prior written consent of the other Party.

For the avoidance of doubt, LEO agrees and acknowledges that GALEN may perform any or all of its obligations under this agreement through its U.S. Affiliates, Warner Chilcott, Inc..

IX - AMENDMENT OF AGREEMENT; WAIVER; SEVERABILITY

9.1      This Agreement shall not be changed or modified orally.

9.2      Any term or condition of this Agreement may be waived at any time by          the Party that is entitled to the benefit thereof, but no such waiver          shall be effective unless set forth in a written instrument

                                                                               8

         duly executed by or on behalf of the Party waiving such term or          condition. No waiver by either Party of any term or condition of this          Agreement, in any one or more instances, shall be deemed to be or          construed as a waiver of the same or any other term or condition of          this Agreement on any future occasion. All remedies, either under this          Agreement or by Law or otherwise afforded, will be cumulative and not          alternative.

9.3      If any provision of this Agreement is held to be illegal, invalid or          unenforceable under any applicable present or future Law, and if the          rights or obligations of any Party hereto under this Agreement will not          be materially and adversely affected thereby, (a) such provision will          be fully severable, (b) this Agreement will be construed and enforced          as if such illegal, invalid or unenforceable provision had never          comprised a part hereof, (c) the remaining provisions of this Agreement          will remain in full force and effect and will not be affected by the          illegal, invalid or unenforceable provision or by its severance          herefrom and (d) in lieu of such illegal, invalid or unenforceable          provision, the Parties will add as a part of this Agreement, a legal,          valid and enforceable provision as similar in terms to such illegal,          invalid or unenforceable provision as may be possible.

X - STATUS OF PRIOR AGREEMENTS

This Agreement together with the Master Agreement, the Dovonex(R) Agreement and the Dovobet(R) Agreement constitute the entire agreement between the Parties hereto with respect to the subject matter and supersede all previous agreements, whether written or oral.

XI - FORCE MAJEURE

The occurrence of an event which materially interferes with the ability of a Party to perform its obligations or duties hereunder which is not within the reasonable control of the Party affected, not due to malfeasance, and which could not with the exercise of due diligence have been avoided (Force Majeure) including, but not limited to, fire, accident, labour difficulty, strike, riot, civil commotion, act of God, delay or errors by shipping companies or change in Law shall not excuse such Party from the performance of its obligations or duties under this Agreement, but shall merely suspend such performance during the continuation of Force Majeure. The Party prevented from performing its obligations or duties because of Force Majeure shall promptly notify the other Party hereto (the Other Party) of the occurrence and particulars of such Force Majeure and shall provide the Other Party, from time to time, with its best estimate of the duration of such Force Majeure and with notice of the termination thereof. The Party so affected shall use its best efforts to avoid or remove such causes of non-performance. Upon termination of Force Majeure, the performance of any suspended obligation or duty shall promptly recommence. Neither Party shall be liable to the Other Party for any direct, indirect, consequential, incidental, special, punitive or exemplary damages arising out of or relating to the

                                                                               9

suspension or termination of any of its obligations or duties under this Agreement by reason of the occurrence of Force Majeure. In the event that Force Majeure has occurred and is continuing for a period of at least six (6) months, the Other Party shall have the right to terminate this Agreement upon thirty (30) days' notice.

XII - PARTNERSHIP/AGENCY; THIRD PARTIES

12.1     None of the provisions of this Agreement shall be deemed to constitute          the relationship of partnership or agency between the Parties, and          neither Party shall have any authority to bind the other Party in any          way except as provided in this Agreement.

12.2     The Parties agree that no third party which is not a Party to this          Agreement is intended to benefit from or shall have any right to          enforce any provision of this Agreement.

XIII - GOVERNING LAW

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH STATE OTHER THAN SECTIONS 5-1401 OF THE NEW YORK GENERAL





OBLIGATIONS LAW.

Each Party irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each Party agrees to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each Party further agrees that service of any process, summons, notice or document by registered mail to such Party's respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Article XIII. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby and thereby in (i) the Supreme Court of the State of New York, New York County or (ii) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

                                                                              10

Each Party hereto hereby waives to the fullest extent permitted by applicable Law, any right it may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement.

XIV - NOTICES

Any notice hereunder shall be deemed to be sufficiently given if sent by registered mail or by fax followed by mail to:

In the case of GALEN:

                GALEN (CHEMICALS) LIMITED                 4 Adelaide Street                 Dun Laoghaire, Co. Dublin                 Ireland

                Fax: + 353 1 214 8477

With a copy to:

                Galen Holdings PLC                 Att. Chief Executive Officer                 100 Enterprise Drive, Suite 280                 Rockaway, New Jersey 07866                 USA

                Fax: + 1 973 442 3362

In the case of LEO:

                LEO PHARMA A/S

                Att. CEO, President                 Industriparken 55                 DK-2750 Ballerup                 Denmark

                Fax: + 45 44 64 15 80

or such other address as the receiver shall have last furnished to the sender.

                                                                              11

IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be duly executed in duplicate by their authorised officers as of the date last below written.

Rockaway, April ____, 2003                          Ballerup,  April ____, 2003

GALEN (CHEMICALS) LIMITED                           LEO Pharma A/S

------------------------------                      ---------------------------- Name:  Roger M. Boissonneault                       Name: Title:        Director                              Title: 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[EX A]: 24842

[EX Q]: EXHIBIT 10.16

DRAFT  (Americas) 1/12/00 (Rev 1)              SUPPORT AND MAINTENANCE AGREEMENT

     This Support and Maintenance Agreement (Agreement) is entered into and is effective as of the ____ day of _______________2000 (the Effective Date) by and between XACCT Technologies, Inc., a Delaware corporation (XACCT) with its principal place of business at 2900 Lakeside Drive, Suite 100, Santa Clara, California 95054 and ________________________________, a _______________corporation (Licensee) with its principal place of business at _________________________________.

This Agreement sets forth the terms and conditions under which XACCT will provide Product Maintenance (as defined below) and Support Services (as defined below) for the Product which is licensed by Licensee pursuant to XACCT's End User Software License Agreement (License Agreement). Except where superseded by this Agreement, all other terms and conditions of the License Agreement are incorporated by reference. Capitalized terms that are not defined in Section 1. below or elsewhere in this Agreement have the same meaning as in the License Agreement.

1.       DEFINITIONS

1.1      Designated Support Contact  means Licensee's employee who is          authorized to contact the XACCT           support center.

1.2      Incident means a single, discrete, malfunction or other problem which          may require more than one (1) response before it is closed.

1.3      Major Release means a version of the Product containing significant          changes in functionality which usually will be designated with a whole          number product version change such as 3.x to 4.x.

1.4      Minor Release means a version of the Product containing minor          improvements which usually will be designated with a one (1) decimal          version change such as 3.x to 3.x; also sometimes referred to as dot          releases.

1.5      Product Maintenance means the Product updates and revisions that are          available from XACCT and selected by Licensee, as further referenced          herein and the attachments hereto as may be amended from time to time.

1.6      Support Services means the software support services that are          available from XACCT and selected by Licensee, as further referenced          herein and the attachments hereto as may be amended from time to time.

2.       COVERAGE AND PAYMENT OF FEES

         Licensee may purchase the level of Product Maintenance and Support          Services set forth in Attachment 1 to this Agreement. XACCT will          provide the Product Maintenance and Support Services purchased by          Licensee subject to the terms and conditions of this Agreement and the          License Agreement. Fees shall be payable within thirty (30) days of          invoice which shall be exclusive of any applicable local, state,          federal, use, excise, value added, GST or other taxes imposed on the          fees payable for the Product Maintenance and Support Services which          shall be the responsibility of Licensee.

3.       SUPPORT SERVICES

3.1      XACCT will provide reasonable commercial efforts to provide the          appropriate solutions for reported Incidents. Initial response times          for reported Incidents are as set forth in Attachment 1.

3.2      In order for Licensee to receive the Support Services referenced above,          Licensee must:

         (a)      Appoint Designated Support Contact(s), trained and qualified,                   who will maintain the integrity of the&sbsp;Product and who will                   act as Licensee's liaison for all technical communications                   with XACCT. The number of Designated Support Contact(s) will                   be determined by the level of Support Services purchased by                   Licensee set forth in Attachment 1referenced in Section 2.                   Names of Designated Support Contact(s) must be provided to                   XACCT prior to initial contact with the XACCT support center.                   All technical communications by Licensee to XACCT shall only                   be made by the Designated Support Contact(s). All information                   and materials provided to Licensee by XACCT pursuant to this                   Agreement will be routed to the Designated Support Contact(s).                   Licensee may change the Designated Support Contact(s) upon                   written notice to XACCT;

         (b)      Promptly obtain training on the use of the Product for the                   Designated Support Contact(s), and any other employee                   substituting or replacing the Designated Support Contact(s);

         (c)      Subject to Licensee's applicable security requirements,                   provide XACCT with access to and use of all information and





                  system facilities including but not limited to a modem                   connection to Licensee's systems determined necessary by XACCT                   to provide timely Support Services pursuant to this Agreement;

         (d)      Follow operating instructions and procedures as specified in,                   but not limited to, XACCT's documentation and other                   correspondence related to the Product;

         (e)      Follow procedures and recommendations provided by the XACCT                   support center in an effort to correct problems; or

         (f)      Notify XACCT of a malfunction or other problem in accordance                   with XACCT's then current problem reporting procedures and as                   provided in Attachment 1. If XACCT determines that a problem                   reported by Licensee is not due to an error in the Product,                   XACCT will so notify Licensee. XACCT may in its sole                   discretion charge additional fees for time and materials for                   the resolution of problems that are not attributable to an                   error in the Product or which are excluded from XACCT's                   support obligations as set forth below.

3.5      XACCT shall have no obligation to support:

         (a)      altered, damaged or Licensee-modified Product, or any portion                   of the Product incorporated with or into other software other                   than as contemplated by XACCT's documentation or as otherwise                   expressly approved by XACCT in writing;

         (b)      any version of the Product other than the current version of                   the Product, the immediately previous version and the version                   preceding the immediately previous version; XACCT's obligation                   to support the version prior to the immediately previous                   version shall not extend beyond six (6) months after the                   release of the current Major Release of the Product;

         (c)      Product problems caused by Licensee's negligence, abuse or                   misapplication, use of Product other than as specified in the                   XACCT documentation, or other causes beyond the reasonable                   control of XACCT;

         (d)      Product installed on any hardware, operating system version or                   network environment that is not supported by XACCT; or

         (e)      Incidents if XACCT makes a good faith determination that the                   primary cause of the problem results from the failure or                   malfunction of any system, equipment, facilities or devices                   not furnished by XACCT.

3.6      Any obligation for Support for non-standard versions of the Product or          portions thereof developed for Licensee on a customized basis shall be          only as set forth in an amendment or other supplement to this          Agreement.

4.       PRODUCT MAINTENANCE

4.1      XACCT will use reasonable commercial efforts to provide maintenance          releases and Minor Releases to the then-current embodiment of the          Product that it provides to its customers generally. Maintenance          Releases and Minor Releases may also include one copy of revisions to          the documentation applicable to such maintenance releases and Minor          Releases.

4.2      From time to time XACCT in its sole discretion may develop and provide          Major Releases which will be made available to Licensee with or without          additional fees according to the level of Support Services purchased by          Licensee as set forth in Attachment 1 referenced in Section 2.

4.3      THE TERMS OF THE LICENSE AGREEMENT PERTAINING TO LIMITED WARRANTY,          DISCLAIMERS OF WARRANTY AND LIMITATION OF LIABILITY SHALL APPLY TO THE          MAJOR AND MINOR RELEASES OF PRODUCT DELIVERED ACCORDING TO THIS          AGREEMENT.

5.       TERM AND TERMINATION

5.1      The initial term of this Agreement is one (1) year from the date of          delivery of the Product to Licensee unless earlier terminated in          accordance with this Agreement. The Agreement will be automatically          renewed for additional one (1) year terms (subject to applicable fee          adjustments) unless thirty (30) days prior to the anniversary of the          Effective Date Licensee gives written notice to XACCT of its intention          not to renew.

5.2      XACCT may suspend or terminate Product Maintenance and Support Services          if Licensee fails to timely pay Product Maintenance and Support Service          fees as provided in this Agreement. XACCT may also terminate Support          Services if Licensee breaches any provision of this Agreement or the          License Agreement and such breach is not remedied within thirty (30)          days after Licensee receives written notice of the breach. XACCT shall          also have the right not to renew this Agreement with respect to any          Product by providing written notice of such election at least sixty          (60) days prior to the termination of Support Services for such          Product, provided that XACCT no longer generally provides Support          Services for such Product, or no longer provides the specific Support





         Services previously offered.

5.3      Product Maintenance and Support Services shall automatically terminate          upon termination of the License Agreement.

6.       REINSTATEMENT OR RENEWAL OF PRODUCT MAINTENANCE AND SUPPORT SERVICES

         In the event Product Maintenance and Support Services are terminated by          Licensee by notice of non-renewal, Product Maintenance and Support          Services shall be discontinued at the end of the then current term. If          Product Maintenance and Support Services are terminated for any reason,          at XACCT's sole option, Licensee may reinstate or renew Product          Maintenance and Support Services by paying XACCT all applicable Product          Maintenance and Support Services and reinstatement fees.

7.       LIMITATION OF LIABILITY

7.1      Direct Damages. XACCT'S SOLE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY          FOR DAMAGES WITH RESPECT TO THE SUPPORT SERVICES UNDER ANY CONTRACT,          TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, SHALL BE          LIMITED TO THE AMOUNT PAID BY LICENSEE FOR THE SUPPORT SERVICES FOR THE          PRIOR 12 MONTHS. XACCT'S SOLE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY          FOR DAMAGES WITH RESPECT TO PRODUCT MAINTENANCE SHALL BE AS SET FORTH          IN THE LICENSE AGREEMENT.

7.2      Consequential Damages. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE,          SHALL XACCT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL          DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS          OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,          ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE PRODUCT AND          DOCUMENTATION EVEN IF XACCT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH          DAMAGES OR LOSSES.

8.       GENERAL

         This Agreement, the attachments and the License Agreement constitute          the entire agreement between the parties regarding Product Maintenance          and Support Services and supersede all previous agreements or

         representations, oral or written, regarding the subject matter. This          Agreement may not be modified or amended except in a writing signed by          a duly authorized representative of each party. Both parties          acknowledge having read the terms and conditions set forth in this          Agreement and attachments hereto, understand all terms and conditions,          and agree to be bound thereby. The laws of the State of California          shall govern all issues arising under or relating to this Agreement,          without giving effect to the conflict of laws principles thereof. All          disputes arising under or relating to this Agreement shall be resolved          exclusively in the appropriate state court in Santa Clara County,          California or in the federal court in the Northern District of          California, and it is explicitly agreed that no other court shall have          such jurisdiction. This Agreement shall not be governed by the United          Nations Convention on Contracts for the International Sale of Goods

IN WITNESS  WHEREOF,  the parties  have caused this  Agreement to be executed by their duly authorized representatives:

LICENSEE                                  XACCT TECHNOLOGIES, INC.

By:                                       By:    ---------------------------------         -----------------------------------

Name:                                     Name:      -------------------------------           ---------------------------------

Title:                                    Title:       ------------------------------            --------------------------------

Date:                                     Date:      -------------------------------           --------------------------------- 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[EX A]:
11169