instruction:
In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
question:
EXHIBIT 10.28

                              SPONSORSHIP AGREEMENT

         This Sponsorship Agreement (the Agreement) is entered into as of the 11th day of March, 1999 by and between drkoop.com, inc., a Delaware corporation, located at 8920 Business Park Drive, Longhorn Suite, Austin, Texas 78759 (drkoop.com), and Vitamin Shoppe Industries, Inc., a New Jersey corporation, located at 4700 Westside Avenue, North Bergen, New Jersey 07047 (Sponsor).

         WHEREAS, drkoop.com develops, markets and maintains an integrated suite of Internet enabled, consumer oriented software applications and services, including but not limited to, drkoop.com. electronic data interchange services, and advertising and promotional services on the Internet at the website http://www.drkoop.com (together with any successor or replacement websites, the drkoop.com Website);

         WHEREAS, Sponsor markets and sells vitamins and nutritional supplements on the Internet at the website http://www.vitaminshoppe.com (together with any successor or replacement websites, the Sponsor Website; and together with the drkoop.com Website, the Sites); and

         WHEREAS, Sponsor desires to have certain * * * rights with respect to vitamins and nutritional supplements on the drkoop.com Website and to be the * * * vitamin and nutritional supplement tenant in the E-Commerce area of the drkoop.com Website and drkoop.com desires to promote Sponsor for vitamin and nutritional supplements and to make Sponsor its' * * * vitamin and nutritional supplement tenant pursuant to the terms and conditions contained in this Agreement.

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

____________________ Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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

                                    ARTICLE I.                              * * * VITAMIN SPONSOR

         1.1.  * * * VITAMIN SPONSOR. Throughout the Term (as defined below), Sponsor shall be the * * * vitamin and supplement sponsor of, and the * * * vitamin and supplement advertiser on, the drkoop.com Website * * *

         1.2.  SPONSOR PLACEMENTS. During the Term, in no way limiting the foregoing in Section 1.1, Sponsor will receive the following sponsorship and promotional placements on the drkoop.com Website:

               (i)    Sponsor shall be the * * * sponsor of the Nutrition Center on the drkoop.com Website and each area (other than the Daily Special area, the Healthy Recipes area and any other area which may be created in the future which specifically relates to cooking or food recipes (collectively, the Excluded Areas)) within the Nutrition Center, including, the Vitamins & Supplements area, the Vitamins and Minerals area, the Nutrition News area, the Nutrition for Healthy Living area and the Nutrition for your Condition area (collectively, the Sponsor Areas). * * *

               (ii)   * * *

               (iii)  From time to time, drkoop.com shall create content which features vitamins and nutritional supplements. Sponsor's Advertising Content shall be displayed on such pages which host vitamins and nutritional supplement content to the same extent and subject to the same restrictions as such Sponsor Advertising Content is displayed in the Sponsor Areas.

               (iv)   * * * Drkoop.com's obligations with respect to each area of the drkoop.com Website set forth in this Section 1.2 shall also apply to all areas which are successors or replacements to such areas and to all new vitamin and nutrition areas on the drkoop.com Website launched on the drkoop.com Website after the date of this Agreement. * * * Sponsor may promote the sale of vitamins and supplements in the Sponsor Areas.

         1.3.  IMPRESSIONS. Not including any permanent Sponsor links, banners or buttons pursuant to Section 1.2, drkoop.com shall, during the Initial Term (as defined below) provide * * * advertising banner and e-commerce tile impressions consisting of Sponsor Advertising Content* * * shall be delivered during each month of the Initial Term. If by the end of the Initial Term drkoop.com has not delivered the foregoing number of impressions, then, as Sponsor's sole remedy for such breach, the Term of this Agreement shall be extended until drkoop.com has satisfied its obligations under this Section.

____________________





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

                                       2

           1.4.  DR. KOOP HEALTH LINKS. In addition to the fees specified in Section 2.5.1, Sponsor shall pay * * * to drkoop.com and in exchange therefore shall have the right to use as many Dr. Koop Health Links as Sponsor, in its sole discretion, wishes to use, all in accordance with the terms of the drkoop.com Healthlinks Agreement, the form of which is attached hereto as Exhibit B. - ---------

         1.5.  * * *

         1.6.  MODIFICATIONS.. Each party reserves the right to modify the design, organization, structure, look and feel, navigation and other elements of its Site, provided, that drkoop.com may not, without the prior written consent of Sponsor, substantially alter, change or modify the look, feel or functionality of the Sponsor Areas of the drkoop.com Website* * *.

                                  ARTICLE II.                               SPONSORSHIP POLICY

         2.1.  CONTENT. For each of the placements described in Section 1, including all banner advertisements and e-commerce tiles, Sponsor shall provide drkoop.com with all content including all trademarks, logos or banners (the Sponsor Advertising Content), in accordance with the specifications set forth on Exhibit C attached hereto, which will be displayed on the drkoop.com Website and which will link, in Sponsor's discretion, to either the Sponsor Site or Vitamin Buzz. The parties hereto agree to cooperate and work together in the establishment of all links, buttons and banners placed pursuant to this Agreement. Links from one party's Site to the other party's Site shall in no way alter the look, feel or functionality of the linked Site.

         2.2.  CHANGES AND CANCELLATIONS. Any cancellations or change orders must be made in writing and acknowledged by drkoop.com. Sponsor shall not be required to change Sponsor Advertising Content more often than once per month. Sponsor shall provide drkoop.com with Sponsor Advertising Content artwork at least five business days in advance of the publication date.

         2.3.  STATISTICS. Drkoop.com shall provide Sponsor with Sponsor usage reports on a monthly basis. Sponsor shall have the right to use such data for its internal business purposes, but may not provide such data for use by third parties. Such reports shall contain substantially the same types of information delivered to other of drkoop.com's similarly situated partners, which reports will include information regarding impressions, clickthroughs and any information known about the users of such areas in aggregate form.

         2.4.  PUBLICATION ERROR. In the event of a publication error in the Sponsor Advertising Content arising exclusively from the fault of drkoop.com, Sponsor shall notify drkoop.com of such error and drkoop.com will use reasonable efforts to promptly correct the error. _____________________________ * * *    Certain information on this page has been omitted and filed          separately with the Securities and Exchange Commission. Confidential          treatment has been requested with respect to the omitted portions.

                                       3

           2.5.  PAYMENT.

               2.5.1.  FEES. The fee for the placements and other rights provided under this Agreement for the Initial Term (as defined below) is * * * is payable within * * * of the date of this Agreement, with the balance of such fee payable by Sponsor in * * * consecutive equal installments of * * * payable by the * * * of the Initial Term commencing * * * following * * * the Launch Date (as defined below).

               2.5.2.  TAXES. Sponsor shall be responsible for the collection of any and all value added, consumption, sales, use or similar taxes and fees payable with respect to all sales made on the Sponsor Website.

                                 ARTICLE III.                                OWNERSHIP OF DATA

         3.1.  USER DATA. Drkoop.com requests its users (Individual Users), to provide personal information when they sign up for certain services including requesting information on a specific disease, chat rooms and forums (User Data). Such User Data is owned by each Individual User and drkoop.com does not use or disclose any such User Data without the consent of the Individual User.

         3.2.  DATA RELEASE TO SPONSOR. Drkoop.com shall provide to Sponsor any and all User Data for which the Individual User has specifically authorized release to Sponsor. In the event that an Individual User grants rights to Sponsor for use of his User Data, Sponsor shall use its best efforts to keep User Data confidential and shall only use such data in an ethical manner. Sponsor may use User Data for its owns purposes, but User Data may not be disclosed, sold, assigned, leased or otherwise disposed of to third parties by Sponsor.

         3.3.  DATA CONFIDENTIALITY. The User Data shall be drkoop.com Confidential Information under Article 5 and shall in addition be subject to the





terms of this Article 3. Sponsor shall be liable for the conduct of its employees, agents and representatives who in any way breach this Amendment. Sponsor's obligations to treat the User Data as Confidential Information under Article 5 and this Article 3 shall continue in perpetuity following termination of this Amendment.

         3.4.  SPONSOR USER DATA. All users on the Sponsor Website, including, users linked to the Sponsor Website from the drkoop.com Website, will be deemed to be customers of Sponsor. Accordingly, all rules, policies and operating procedures of Sponsor concerning customer orders, customer service and sales will apply to those customers. Sponsor may change its policies and operating procedures at any time. Sponsor will determine the prices to be charged for products and other merchandise sold on the Sponsor Website in accordance with its own pricing policies.

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

                                       4

  Prices and availability on the Sponsor Website may vary from time to time. Notwithstanding Section 3.3, the parties hereto hereby agree that title to any user information of any users on the Sponsor Website, including but not limited to the name, address and e-mail address of users, obtained by Sponsor from such users shall be owned by the Sponsor. The parties hereto agree that pursuant to this Section 3 they may each collect and own similar information from and with respect to individuals who visit each of their Sites.

                                  ARTICLE IV.                                    LICENSES

         4.1.  LICENSES.

               4.1.1.  Subject to the terms and conditions hereof, Sponsor hereby represents and warrants that it has the power and authority to grant, and does hereby grant to drkoop.com a non-exclusive, non-transferable, royalty-free, worldwide license to reproduce and display all logos, trademarks, trade names and similar identifying material relating to Sponsor (the Sponsor Marks) solely in connection with the promotion, marketing and distribution of the parties and the Sites in accordance with the terms hereof, provided, however, that drkoop.com shall, other than as specifically provided for in this Agreement, not make any specific use of any Sponsor Mark without first submitting a sample of such use to Sponsor and obtaining its prior consent, which consent shall not be unreasonably withheld. The foregoing license shall terminate upon the effective date of the expiration or termination of this Agreement.

               4.1.2.  Subject to the terms and conditions hereof, drkoop.com hereby represents that it has the power and authority to grant, and does hereby grant to Sponsor a non-exclusive, non-transferable, royalty-free, worldwide license to reproduce and display all logos, trademarks, trade names and similar identifying material relating to drkoop.com and, solely as allowed pursuant to this Agreement, to the Dr. C. Everett Koop name (collectively, the drkoop.com Marks) solely in connection with the promotion, marketing and distribution of the parties and the Sites in accordance with the terms hereof, provided, however, that Sponsor shall, other than as specifically provided for in Section 4.4 of this Agreement, not make any specific use of any drkoop.com Marks without first submitting a sample of such use to drkoop.com and obtaining its prior consent, which consent shall not be unreasonably withheld. The foregoing license shall terminate upon the effective date of the expiration or termination of this Agreement.

         4.2.  INTELLECTUAL PROPERTY OWNERSHIP. Each party shall retain all right, title, and interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights) in its Site. Except for the license granted pursuant to this Agreement, neither party shall acquire any interest in the other party's Site or any other services or materials, or any copies or portions thereof, provided by such party pursuant to this Agreement.

         4.3.  REMOVAL OF MATERIALS. Each party reserves the right to reject or remove any content, information, data, logos, trademarks and other materials (collectively, Materials) provided by the other from its servers at any time if, in its reasonable opinion, it believes that any such Materials infringe any third-party intellectual property right, are libelous or invade the privacy or violate other rights of any person, violate applicable laws or regulations, or jeopardize

                                       5

  the health or safety of any person. Each party will use reasonable efforts to contact the other prior to removing any of its Materials from its servers and will work with the other to resolve the issue as quickly as possible.

         4.4.  USE OF NAME AND LIKENESS. Sponsor shall not have any right to use the name and/or likeness of Dr. C. Everett Koop or to make any statements, whether written or oral, which state or otherwise imply, directly or indirectly, any endorsement from or affiliation with Dr. C. Everett Koop in any manner whatsoever without the prior written consent of drkoop.com, which consent may be withheld in drkoop.com's sole discretion. Notwithstanding the foregoing, Sponsor is hereby authorized during the Term to use the logo and tag lines set forth on Exhibit D, on its Site, in its catalogs and in its stores in connection with its marketing and promotion efforts, in each case in accordance with the terms of





this Agreement and subject to the reasonable approval of drkoop.com. Sponsor is hereby authorized to place such logo and any one of such tag lines on its Site, in its stores and in its catalogs in accordance with the terms of this Agreement.

                                  ARTICLE V.                                 CONFIDENTIALITY

         5.1.  CONFIDENTIALITY. For the purposes of this Agreement, Confidential Information means non-public information about the disclosing party's business or activities that is proprietary and confidential, which shall include, without limitation, all business, financial, technical and other information of a party marked or designated confidential or by its nature or the circumstances surrounding its disclosure should reasonably be regarded as confidential. Confidential Information includes not only written or other tangible information, but also information transferred orally, visually, electronically or by any other means. Confidential Information will not include information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation or (iii) the receiving party knew prior to receiving such information from the disclosing party or develops independently.

         5.2.  EXCLUSIONS. Each party agrees (i) that it will not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.

         5.3.  EXCEPTIONS. Notwithstanding the foregoing, each party may disclose Confidential Information (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, provided, however, that with respect to filing obligations under the securities laws, each party will, to the extent that it is required to file this Agreement, file this Agreement in redacted form reasonably approved by the other party prior to such filing or (ii) on a need-to-know basis under an obligation of confidentiality to its legal counsel, accountants, banks and other financing sources and their advisors. Except as set forth in

                                       6

  this Section 5.3, the terms and conditions of the Agreement will be deemed to be the Confidential Information of each party and will not be disclosed without the prior written consent of the other party.

         5.4.  SPONSOR ADVERTISING CONTENT. drkoop.com hereby confirms and agrees that during the Term Sponsor shall be able to serve up its own advertising using NetGravity software and tags, and that drkoop.com shall not do anything which would interfere or hamper such serving. Notwithstanding anything in this Agreement, all information regarding Sponsor Advertising Content (including Sponsor banner advertisements and e-commerce tiles), including all users viewing and clicking information with respect thereto, shall be deemed to be Confidential Information of Sponsor (collectively, Sponsor Confidential Advertising Information). To the extent that in connection with drkoop.com's advertising efforts, or otherwise, any third party may or will receive any Sponsor Confidential Advertising Information from or through drkoop.com, drkoop.com agrees that prior to such third party receiving any such information drkoop.com will enter into an agreement with such third party pursuant to which such third party will agree to keep any such Sponsor Confidential Advertising Information received by such third party confidential to the same extent as drkoop.com is required to keep such information confidential under the Agreement. To the extent that any third party breaches any such agreement of confidentiality with drkoop.com, drkoop.com hereby agrees to enforce its rights and pursue its remedies under such agreement to the fullest extent permitted by law, including seeking equitable relief, * * *.

                                  ARTICLE VI.                 REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

         6.1.  SPONSOR WARRANTY. Sponsor represents and warrants for the benefit of drkoop.com that the Sponsor Advertising Content and Sponsor Marks are true and correct and do not and will not for the Term infringe upon or violate: (i) any intellectual property rights, including any copyright or trademark rights, of any third party and do not and will not constitute a defamation or invasion of the rights of privacy or publicity of any kind of any third party, (ii) any applicable law, regulation or non-proprietary third-party right. Sponsor further represents and warrants for the benefit of drkoop.com that the Sponsor Advertising Content does not contain any material which is unlawful, harmful, abusive, hateful, obscene, threatening or defamatory and Sponsor is not an entity or an affiliate of any entity which engages in the manufacture or wholesale distribution of tobacco or tobacco products (such activities are collectively referred to herein as Tobacco Industry Affiliation).

         6.2.  DRKOOP.COM WARRANTY. Drkoop.com represents and warrants for the benefit of Sponsor that the drkoop.com Marks are true and correct and do not and will not for the Term infringe upon or violate: (i) any intellectual property rights, including any copyright or

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





                                       7

  trademark rights, of any third party and do not and will not constitute a defamation or invasion of the rights of privacy or publicity of any kind of any third party, (ii) any applicable law, regulation or non-proprietary third-party right. Drkoop.com further represents and warrants for the benefit of Sponsor that the drkoop.com Marks do not contain any material which is unlawful, harmful, abusive, hateful, obscene, threatening or defamatory, and drkoop.com has the right to license the drkoop.com Marks, including the Dr. C. Everett Koop name (to the extent licensed under this Agreement), in accordance with the terms of this Agreement.

         6.3.  INDEMNIFICATION. Each party hereby agrees to indemnify and hold harmless the other party and its subsidiaries and affiliates, and their respective directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as Losses) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) the breach of any representation or warranty set forth in Articles 4, 5 or 6, (ii) any breach by it of the licenses granted by it hereunder; (iii) the use by it of any trademarks or Content other than in accordance with the terms hereof; * * *. For purposes herein, Content shall mean, with respect to each party, the proprietary content delivered by such party to the other party pursuant to this Agreement, including, Sponsor Advertising Content, but only to the extent that such content is not altered by the receiving party, and the proprietary content contained on such party's Site, and shall include only that content created by such party, its employees or other persons contractually bound to such party to create such content. The foregoing obligations are contingent upon the indemnified party: (i) promptly notifying the indemnifying party of any claim, suit, or proceeding for which indemnity is claimed; (ii) cooperating reasonably with the indemnifying party at the latter's expense; and (iii) allowing the indemnifying party to control the defense or settlement thereof. The indemnified party will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense.

                                 ARTICLE VII.                             LIMITATION OF LIABILITY

         7.1.  WARRANTY. Drkoop.com will use commercially reasonable efforts to maintain the drkoop.com Website available and display the Sponsor Advertising Content twenty four hours per day each day during the term of the Agreement. Drkoop.com shall install and maintain a commercially acceptable system of collecting information about impressions and other data relating to the use of the Sponsor Advertising Content. Drkoop.com warrants to Sponsor that it will make reasonable effort to perform under this agreement in a competent manner. * * *

         7.2.  DISCLAIMER. Each party will be solely responsible for the development, operation and maintenance of its Site and for all materials that appear on its Site. Such

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

                                       8

  responsibilities include, but are not limited to: (i) the technical operation of its Site and all related equipment; (ii) the accuracy and appropriateness of materials posted on its Site; (iii) for ensuring that materials posted on its Site do not violate any law, rule or regulation, including all FDA requirements, or infringe upon the rights of any third party (including, for example, copyright, trademarks, privacy or other personal or proprietary rights); and (iv) for ensuring that materials posted on its Site are not libelous or otherwise illegal. Each party disclaims all liability for all such matters with respect to the other party's Site. Except for the foregoing, or as otherwise specifically set forth in this Agreement, neither party makes any representations, warranties or guarantees of any kind, either express or implied (including, without limitation, any warranties of merchantability or fitness for a particular purpose), with respect to their respective Sites, or the functionality, performance or results of use thereof, or otherwise in connection with this Agreement.

         7.3.  EXCLUSION OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY TO THE OTHER PARTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH REGARD TO ITS SITE AND SERVICES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF NONINFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, AND NOT BY WAY OF LIMITATION, NEITHER PARTY WARRANTS THAT ITS SITE WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION.

         7.4.  DAMAGES. EXCEPT AS SET FORTH IN SECTION 6.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE AND IRRESPECTIVE OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. * * *

                                 ARTICLE VIII.                              TERM AND TERMINATION





         8.1.  TERM; TERMINATION.

               8.1.1. The initial term (the Initial Term; and together with all extensions and renewals, the Term) will begin on the date set forth above * * * (the Launch Date) on which: (i) each of the Sponsor Areas of the drkoop.com Website are operational in accordance with the terms of this Agreement (other than the e-commerce tile placements); and (ii) the links to the

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

                                       9

  Sponsor Website or Vitamin Buzz contained in the Sponsor logos or the Sponsor banner advertisements are established in accordance with the terms of this Agreement, subject to earlier termination as set forth in this Agreement. If the Launch Date has not occurred by August 31, 1999, Sponsor shall, in its sole discretion, be entitled to terminate this Agreement without any liability and receive a full refund of all amounts paid by Sponsor to drkoop.com pursuant to this Agreement prior to the date of such termination.

               * * *

         8.2.  TERMINATION FOR TOBACCO INDUSTRY AFFILIATION. Upon commencing any activities relating to Tobacco Industry Affiliation (as defined in Section 6.1), Sponsor shall promptly notify drkoop.com of its intent to undertake Tobacco Industry Affiliation. Upon receipt of such notice or upon learning of any such Tobacco Industry Affiliation from a third party, drkoop.com shall have the right to terminate this Agreement immediately on written notice to Sponsor without liability of any kind.

         8.3.  TERMINATION FOR GARNISHMENT. * * * Additionally, in the event that either party undertakes any action or fails to undertake any action, which the other party reasonably believes tarnishes the high quality of its name or trademarks, including, with respect to drkoop.com, the Dr. Koop name, the other party shall have the right to terminate this agreement upon ten (10) days' written notice to the other party, provided that such action or inaction is not cured to the reasonable satisfaction of the terminating party within such ten day period.

         8.4.  TERMINATION FOR CAUSE. Either party may terminate this Agreement upon thirty (30) days' written notice of a breach by the other party, provided such breach is not cured within such thirty-day period.

         8.5.  TERMINATION BY INSOLVENCY. Either party may terminate this Agreement by providing written notice to the other party if the other party ceases to function as a going concern, becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy, permits a petition in bankruptcy to be filed against it, or admits in writing its inability to pay its debts as they mature, or if a receiver is appointed for a substantial part of its assets.

         8.6.  SURVIVAL. The following Sections shall survive termination of this Agreement: Article 5 (Confidentiality), Article 6 (Representations, Warranties and Indemnification), Article 7 (Limitation of Liability), and Article 9 (General).

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

                                       10

                                    ARTICLE IX.                                     GENERAL

         9.1.  PUBLICITY. Except as may be required by applicable laws and regulations or a court of competent jurisdiction, or as required to meet credit and financing arrangements, or as required or appropriate in the reasonable judgment of either party to satisfy the disclosure requirements of an applicable securities law or regulation or any applicable accounting standard, neither party shall make any public release respecting this Agreement and the terms hereof without the prior consent of the other party.

         9.2.  ARBITRATION. Any and all disputes, controversies and claims arising out of or relating to this Agreement or concerning the respective rights or obligations of the parties hereto shall be settled and determined by arbitration in the defending parties home forum before one (1) arbitrator pursuant to the Commercial Rules then in effect of the American Arbitration Association. Each party shall have no longer than three (3) days to present its position. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The parties agree that the arbitrators shall have the power to award damages, injunctive relief and reasonable attorneys' fees and expenses to any party in such arbitration.

         9.3.  ASSIGNMENT. Neither party may assign this Agreement, in whole or in part, without the other party's written consent, which consent will not be unreasonably withheld, except that: (a) a party's rights and obligation hereunder may be transferred to a successor of all or substantially all of the





business and assets of the party regardless of how the transaction or series of related transactions is structured, provided, that the successor party agrees to be bound by all of the terms and conditions of this Agreement; and (b) Sponsor may assign its rights and obligations under this Agreement to any entity (i) which operates the Sponsor Website and (ii) which agrees to bound by all of the terms and conditions of this Agreement.

         9.4.  GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, but without giving effect to its laws or rules relating to conflicts of laws.

         9.5.  NOTICE. All notices, statements and reports required or permitted by this Agreement shall be in writing and deemed to have been effectively given and received: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when transmitted if sent by facsimile, provided a confirmation of transmission is produced by the sending machine and a copy of such facsimile is promptly sent by another means specified in this section; or (iii) when delivered if delivered personally or sent by express courier service. Notices shall be addressed as follows:

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           For drkoop.com:                          For Sponsor:

         drkoop.com.                              Vitamin Shoppe Industries,                                                    Inc.          Personal Medical Records, Inc.           4700 Westside Avenue          8920 Business Park Drive                 North Bergen, New Jersey 07047          Austin, TX 78759                         Attn: Ms. Miriam Nesheiwat          Attn: Chief Financial Officer            Fax: 201-583-1834          Fax:   512-726-5130                      Email: mnesh@vitaminshoppe.com          Email: gsears@drkoop.com

                                              With a copy to:                                                   H. Leigh Feldman                                                   Robinson Silverman Pearce                                                     Aronsohn & Berman LLP                                                   1290 Avenue of the Americas                                                   32nd Floor                                                   New York, NY 10104                                                   Fax: 212-541-1492                                                   Email: feldman@rspab.com

Either party may change its address for the purpose of this paragraph by notice given pursuant to this paragraph

         9.6.  NO AGENCY. The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency or joint venture.

         9.7.  SEVERABILITY. In the event that any of the provisions of this Agreement are held to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect.

         9.8.  ENTIRE AGREEMENT. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.

         9.9.  COUNTERPARTS. This Agreement may be signed in counterparts which, when signed, shall constitute one document.

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           IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.

                                            drkoop.com, inc.

                                            By:______________________________                                                Name:                                                Title:

                                           VITAMIN SHOPPE INDUSTRIES, INC.

                                            By:______________________________                                                Name:                                                Title:

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                                  SCHEDULE 1.2(I)                              SCREEN SHOT MOCK-UPS

[ATTACHED]

                                     EXHIBIT A                               DIRECT COMPETITORS





* * *

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

                                     EXHIBIT B                          FORM OF HEALTHLINKS AGREEMENT

[ATTACHED]

                                     EXHIBIT C                           ADVERTISING SPECIFICATIONS

File Formats

Naming Convention: (lowercase only, 8.3)

Alternate Text: Use ALT tag; ten words or less

Image Dimensions :

Sponsor Banner: 468 pixels by 60 pixels, 234 pixels by 60 pixels, 120 pixels by 60 pixels

Image File Format: [GIF/JPEG]

Image File Size: 12 k maximum file size

File Names:Use Sponsor name.: [Sponsor].gif]

Delivery of GIFs

Email - mbaehr@drkoop.com.com, cc: gsears@drkoop.com.com

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                                     EXHIBIT D                            DRKOOP.COM CORPORATE LOGO

[LOGO ATTACHED]

The Vitamin Shoppe is the proud exclusive vitamin sponsor of drkoop.com.

The Vitamin Shoppe is a proud sponsor of drkoop.com, the Trusted Health Network, led by Dr. C. Everett Koop.

The Vitamin Shoppe is a proud sponsor of drkoop.com, the Trusted Health Network, led by Dr. C. Everett Koop.
answer:
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.


question:
EXHIBIT B   MUTUAL TERMINATION AGREEMENT   THIS MUTUAL TERMINATION AGREEMENT (Termination Agreement) is made and entered into this day of , 2009, by and between Beijing SINA Internet Information Service Co. (Beijing SINA) and Shanghai SINA Leju Information Technology Co. Ltd. (SINA Leju).   WITNESSETH:   WHEREAS, Beijing SINA and SINA Leju entered into that certain Domain Name License Agreement dated May 8, 2008 (the Original Agreement); and   WHEREAS, Beijing SINA and SINA Leju desire to mutually terminate the Original Agreement effective as of the date of this Termination Agreement.   NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, and other good and valuable consideration, receipt of which is hereby acknowledged by each of the parties hereto, the parties agree as follows:   1. Beijing SINA and SINA Leju agree that, upon the date of execution of this Termination Agreement, the Agreement shall terminate and be of no further force or effect, and, for the avoidance of doubt, no provisions of the Original Agreement survive such termination.   2. This Termination Agreement represents the complete, integrated, and entire agreement between the parties, and may not be modified except in writing signed by the parties.   3. This Termination Agreement shall be governed by the laws of the PRC, without regard to conflicts of law principles.   4. This Termination Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.   5. This Termination Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.   [SIGNATURES ON NEXT PAGE]   18

Source: LEJU HOLDINGS LTD, DRS (on F-1), 1/21/2014





  IN WITNESS WHEREOF, the undersigned have executed this Termination Agreement as of the date first set forth above.

  Beijing SINA Internet Information Service Co., Ltd.

  By:







  Name:



  Title:

  Shanghai SINA Leju Information Technology Co. Ltd.

  By:







  Name:



  Title:     19

Source: LEJU HOLDINGS LTD, DRS (on F-1), 1/21/2014
answer:
Highlight the parts (if any) of this contract related to Governing Law that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?


question:
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:
answer:

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.