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 Input:
Exhibit 10.1

FORM OF SUB-RESELLER AGREEMENT

Signature Page

Reseller Full Legal Name Salesforce.org, a nonprofit public benefit corporation having its principal place of business at 50 Fremont Street, Suite 300, San Francisco, California 94105

This Form of Sub-Reseller Agreement (this Sub-Reseller Agreement) is made and entered in by and between salesforce.com, inc., a Delaware corporation having its principal place of business at The Landmark @ One Market, Suite 300, San Francisco, California 94105 (SFDC or Salesforce) and the Reseller named above and amends that certain Reseller Agreement between Salesforce and Reseller dated as of August 1, 2015, as previously amended (the Agreement). This Sub-Reseller Agreement is effective as of the later of the dates beneath the Parties' signatures below (Sub-Reseller Effective Date), provided, however, that the dates of the Parties' signatures are not separated by a period of time greater than ten (10) business days. If such period is greater than ten (10) business days then this Sub-Reseller Agreement shall be deemed null and void and to be of no effect. Capitalized terms not defined herein shall have the meanings given to them in the Agreement.

The Parties, by their respective authorized signatories, have duly executed this Sub-Reseller Agreement as of the Sub-Reseller Effective Date.

Salesforce.com, Inc. Reseller

By: By: Name: Name: Title: Title: Date: Date:

Source: SALESFORCE.COM, INC., 10-Q, 11/22/2017





Exhibit 10.1

Sub-Reseller Agreement Terms & Conditions

1. Resale Rights. SFDC hereby appoints SUB-RESELLER (Sub-Reseller) as a sub-reseller to whom Reseller may resell Services in accordance with Section 2(ii) of the Agreement, provided that Sub-Reseller may only resell such Services to Customer. Reseller must ensure that Sub-Reseller complies with the terms of the Agreement applicable to Reseller as if Sub- Reseller were an original party to the Agreement and any breach by Sub-Reseller of the Agreement will be deemed a breach by Reseller. Sub-Reseller is not be a third-party beneficiary of the Agreement.

2. Effect of Sub-Reseller Agreement. Subject to the above modifications, the Agreement remains in full force and effect.

3. Entire Agreement. The terms and conditions herein contained constitute the entire agreement between the Parties with respect to the subject matter of this Sub-Reseller Agreement and supersede any previous and contemporaneous agreements and understandings, whether oral or written, between the Parties hereto with respect to the subject matter hereof.

4. Counterparts. This Sub-Reseller Agreement may be executed in one or more counterparts, including facsimiles or scanned copies sent via email or otherwise, each of which will be deemed to be a duplicate original, but all of which, taken together, will be deemed to constitute a single instrument.

Source: SALESFORCE.COM, INC., 10-Q, 11/22/2017 
Question: Highlight the parts (if any) of this contract related to Effective Date that should be reviewed by a lawyer. Details: The date when the contract is effective

Ex Output:
708


Ex Input:
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:

                                       11

           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.

                                       12

           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:

                                       13

                                  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

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

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Image File Size: 12 k maximum file size

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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. 
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 Output:
27255


Ex Input:
Execution Version Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions.   DEVELOPMENT AGREEMENT   This Development Agreement (this Agreement) is entered into and effective as of September 30, 2019 (Effective   Date) by and between Howmedica Osteonics Corp., a New Jersey corporation, also known as Stryker Orthopaedics   (Stryker), and Conformis, Inc., a Delaware corporation having a principal place of business located at 600 Technology Park   Drive, Billerica, MA 01821 (Conformis). Stryker and Conformis are collectively referred to herein as the Parties and   individually as a Party.   WHEREAS, the Parties are concurrently entering into an asset purchase agreement for Stryker's purchase of certain   Conformis assets concerning Patient-Specific Instrumentation (Asset Purchase Agreement), and a License Agreement, a   Distribution Agreement and a Quality Agreement, as defined in and attached to the Asset Purchase Agreement (collectively, such   agreements are referred to herein as the Other Agreements).   WHEREAS, Stryker and its Affiliates have developed and commercialized an Off-The-Shelf Knee Implant offered under   the trademark Triathlon.   WHEREAS, Conformis currently offers Patient-Specific Instrumentation for use with its Patient-Specific Implants,   including partial and total knee and hip arthroplasty.   WHEREAS, Stryker desires that Conformis develop, in accordance with the R&D Program, certain Patient-Specific   Instrumentation to be used with the current version of the Off-The-Shelf Knee Implant offered under the trademark Triathlon (such   Patient-Specific Instrumentation as so developed, the KIB Product).   THEREFORE, in consideration of the mutual representations, warranties and covenants herein and in the Other   Agreements constituting good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties   hereby agree as follows:   ARTICLE I   DEFINITIONS   1.1 Definitions. For purposes of this Agreement, the following terms shall have the following meanings, and to the extent   not defined in this section or otherwise in this Agreement, a term shall have the meaning ascribed to it in any of the Other   Agreements:   Source: CONFORMIS INC, 10-Q, 11/1/2019



Acceptance and Accept have the meaning set forth in Article 3.4 of this Agreement.   Acceptance Criteria has the meaning set forth in the R&D Work Plan.   Acceptance Notification Period has the meaning set forth in Article 3.3 of this Agreement.   Affiliate has the meaning set forth in the Asset Purchase Agreement.   Agents means Third Parties who are acting under the direction or control of a Party.   Applicable Laws means all applicable federal, state, local and foreign laws, ordinances, rules, regulations, orders,   writs, injunctions and decrees of any kind.   Asset Purchase Agreement has the meaning set forth in the recitals.   Change of Control has the meaning set forth in the Asset Purchase Agreement.   Claims has the meaning set forth in Article 7.3(a) of this Agreement.   Confidential Information has the meaning set forth in the Asset Purchase Agreement.   Conformis Background IP means any Invention, and all Intellectual Property rights underlying such Invention, that is,   as of the Effective Date, owned or licensable by Conformis without causing a breach of, or incurring any obligation to, a third   party, in each case to the extent necessary or reasonably useful to design, develop, manufacture, sell or otherwise exploit the KIB   Product, and for the avoidance of doubt, excluding the Purchased Assets, Conformis Foreground IP, Stryker Background IP,   Improved Stryker Background IP and Improved Conformis Background IP.   2   Source: CONFORMIS INC, 10-Q, 11/1/2019



Conformis Foreground IP means any Invention first developed by Conformis after the Closing Date other than in the   performance of the R&D Program, and all Intellectual Property rights underlying such Invention (for the avoidance of doubt,   excluding any Intellectual Property rights subsisting prior to the Closing Date or generated in the performance of the R&D   Program). For the avoidance of doubt, Conformis Foreground IP shall not include any Inventions using Stryker Confidential   Information (which shall not include the Purchased Assets for the purposes of the definition of Conformis Foreground IP) or   Stryker Background IP.   Conformis Indemnified Parties has the meaning set forth in Article 7.3(b) of this Agreement.   Conformis-Prosecuted Joint IP Rights has the meaning set forth in Article 5.8 of this Agreement.   Court has the meaning set forth in the Asset Purchase Agreement.   Deliverables has the meaning set forth under the R&D Work Plan.   Disclosing Party has the meaning set forth in the Asset Purchase Agreement.   Distribution Agreement has the meaning set forth in the Asset Purchase Agreement.   Equipment has the meaning set forth in Article 5.6(a) of this Agreement.   Failure Notice has the meaning set forth in Article 3.4 of this Agreement.   Finally Rejects has the meaning set forth in Article 3.4 of this Agreement.   Force Majeure Event has the meaning set forth in Article 10.4(a) of this Agreement.   3   Source: CONFORMIS INC, 10-Q, 11/1/2019



Improved Conformis Background IP means any Invention to the extent first arising in the performance of the R&D   Program, whether or not embodied in the KIB Product, that constitutes an improvement to Conformis Background IP, Conformis   Confidential Information (which shall not include any Confidential Information owned or commonly owned by Stryker) or the   Purchased Assets, and all Intellectual Property rights underlying such Invention (but expressly excluding all Transferred IP,   Conformis Foreground IP, Conformis Background IP and Stryker Background IP, and, for the avoidance of doubt, excluding all   Intellectual Property rights subsisting prior to the Closing Date).   Improved Stryker Background IP means any Invention to the extent first arising in the performance of the R&D   Program, whether or not embodied in the KIB Product, that constitutes an improvement to Stryker Background IP or any Stryker   Confidential Information (which shall not include the Purchased Assets for the purposes of this definition), and all Intellectual   Property rights underlying such Invention (but expressly excluding all Transferred IP, Conformis Foreground IP, Conformis   Background IP and Stryker Background IP, and, for the avoidance of doubt, excluding all Intellectual Property rights subsisting   prior to the Closing Date).   Insolvency Event means, with respect to any Party, the occurrence of any one of the following events:   (i) an involuntary proceeding is commenced against such Party under any applicable United States bankruptcy, insolvency,   reorganization or other similar United States or foreign law now or hereafter in effect, or a proceeding is commenced seeking   appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) for such Party or for all or   any substantial part of its property and such proceeding shall not be dismissed within [**] or an order for relief by a court of   competent jurisdiction shall be entered in any such proceeding; or   (ii) such Party shall commence a voluntary proceeding under any applicable United States or foreign bankruptcy, insolvency,   reorganization or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary   case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator,   4   Source: CONFORMIS INC, 10-Q, 11/1/2019



assignee, custodian, trustee, sequestrator (or other similar official) of such Party or of all or any substantial part of its property, or   shall make an assignment for the benefit of creditors.   Intellectual Property has the meaning set forth in the Asset Purchase Agreement.   Invention means any idea, invention, discovery, know-how, data, work of authorship, information, improvement,   technology, process, concept or material, whether or not patentable, copyrightable or protectable as a trade secret, and whether   or not reduced to practice or memorialized in writing.   Joint CI has the meaning set forth in the Asset Purchase Agreement.   Joint IP has the meaning set forth in Article 5.1(c) of this Agreement.   Joint IP Rights has the meaning set forth in Article 5.8 of this Agreement.   KIB Product has the meaning set forth in the recitals.   KIB Product IP means any Invention first arising in the performance of the R&D Program, whether or not embodied in   the KIB Product, and all Intellectual Property rights underlying such Invention (but expressly excluding all Transferred IP,   Conformis Background IP, Stryker Background IP, Improved Conformis Background IP and Improved Stryker Background IP,   and, for the avoidance of doubt, excluding all Intellectual Property rights subsisting prior to the Closing Date).   License Agreement has the meaning set forth in the Asset Purchase Agreement.   Off-The-Shelf Implant has the meaning set forth in the Asset Purchase Agreement.   5   Source: CONFORMIS INC, 10-Q, 11/1/2019



Off-The-Shelf Knee Implant has the meaning set forth in the Asset Purchase Agreement.   Other Agreements has the meaning set forth in the recitals.   Patents has the meaning set forth in the Asset Purchase Agreement.   Patient-Specific Implants has the meaning set forth in the Asset Purchase Agreement.   Patient-Specific Instrumentation has the meaning set forth in the Asset Purchase Agreement.   Person has the meaning set forth in the Asset Purchase Agreement.   Prior CDA has the meaning set forth in the Asset Purchase Agreement.   Purchased Assets has the meaning set forth in the Asset Purchase Agreement.   Receiving Party has the meaning set forth in the Asset Purchase Agreement.   Redelivery Period has the meaning set forth in Article 3.4 of this Agreement.   R&D Program means work performed in the development of the KIB Product under this Agreement pursuant to the   R&D Work Plan.   R&D Work Plan means the research and development plan set forth in Exhibit 1.   Relevant Indemnified Parties means (a) if Stryker is the indemnified Party, the Stryker Indemnified Parties and (b) if   Conformis is the indemnified Party, the Conformis Indemnified Parties.   6   Source: CONFORMIS INC, 10-Q, 11/1/2019



Representatives has the meaning set forth in the Asset Purchase Agreement.   Stryker Background IP means any Invention, and all Intellectual Property rights underlying such Invention, that is, as   of the Effective Date owned or licensable by Stryker without causing a breach of, or incurring any obligation to, a third party, in   each case to the extent each such Invention is (a) necessary or reasonably useful to design, develop, manufacture, sell and   otherwise exploit the KIB Product and (b) provided to Conformis by or on behalf of Stryker in connection with Conformis'   activities under this Agreement, and, for the avoidance of doubt, excluding the Transferred IP, Conformis Background IP,   Improved Conformis Background IP and Improved Stryker Background IP.   Stryker Indemnified Parties has the meaning set forth in Article 7.3(a) of this Agreement.   Stryker-Prosecuted Joint IP Rights has the meaning set forth in Article 5.8 of this Agreement.   Termination Notice means a written notice delivered by one Party to the other Party of its election to terminate this   Agreement pursuant to Article VIII.   Third Party has the meaning set forth in the Asset Purchase Agreement.   Trademarks has the meaning set forth in the Asset Purchase Agreement.   Transferred IP has the meaning set forth in the Asset Purchase Agreement.   Triathlon has the meaning set forth in the Asset Purchase Agreement.   Wire Instructions has the meaning set forth in the Asset Purchase Agreement.   7   Source: CONFORMIS INC, 10-Q, 11/1/2019



ARTICLE II   RESEARCH AND DEVELOPMENT PROGRAM   2.1 R&D Work Plan. The Parties agree to conduct the R&D Program pursuant to the R&D Work Plan and to perform   their respective obligations therein. To the extent Conformis' performance under the R&D Program is delayed due to Stryker's   delay in performing any of its obligations in accordance with the timelines in the R&D Work Plan, the applicable timelines shall be   deemed extended by a period of time corresponding to the length of such portion of the delay attributable to Stryker, on a day-by-   day basis. The R&D Work Plan may be amended by mutual written agreement of the Parties from time to time.   2.2 Agents or Third Parties. To the extent working with Agents or other Third Parties is permitted under the R&D Work   Plan, should a Party wish to engage an Agent or any other Third Party in connection with the R&D Work Plan or any other work   under this Agreement, such Party must obtain in advance a written agreement by such Agent or other Third Party (i) to assign to   the Party all Inventions conceived, created or generated by the Agent or other Third Party, and (ii) to maintain all Confidential   Information in confidence as set forth in Section 5.2.   ARTICLE III DELIVERABLES AND COMPLETION   3.1 Deliverables. Subject to the remedies set forth in Section 3.4, Conformis shall furnish Stryker with the Deliverables   as defined in the R&D Work Plan, and Stryker shall have the opportunity to analyze and test each Deliverable for the purposes of   determining Acceptance as set forth in the R&D Work Plan. Each Deliverable shall be deemed to be completed once such   Deliverable has been Accepted (as defined below).   3.2 Free from Infringement. Without the consent of Stryker, Conformis shall not introduce any structure or   methodology in the Deliverables (including a Deliverable within a Product or a Stryker Product) that (1) raise a colorable   argument of patent infringement in the manufacture, use, sale, offer for sale or importation of the Deliverable as such Deliverable   8   Source: CONFORMIS INC, 10-Q, 11/1/2019



is intended to be exploited under the Other Agreements, (2) misappropriate any Confidential Information of any Third Party, or   (3) otherwise violate any Intellectual Property rights of any Third Party. For clarity, disclosure of a matter on the Disclosure   Schedules to the Asset Purchase Agreement shall not be deemed consent by Stryker under this Section 3.2.   3.3 Completion. After a Deliverable has been furnished to Stryker, Stryker (or its Agent designee) will be entitled to   analyze and test the Deliverable to determine if it operates in accordance with and otherwise conforms to the applicable   Acceptance Criteria set forth in R&D Work Plan. Conformis shall provide such assistance as Stryker may reasonably request in   such determination. Stryker shall have [**] (Acceptance Notification Period) following the date the Deliverable is received by   Stryker to Accept or reject the Deliverable as described in Section 3.4.   3.4 Acceptance or Rejection. Respecting any Deliverable for Milestone #1 or Milestone #2, as set forth below, if   Stryker determines that a Deliverable operates in accordance with and otherwise conforms to the applicable Acceptance Criteria   pursuant to the R&D Work Plan, then Stryker will notify Conformis in writing that Stryker Accepts such Deliverable. If Stryker   reasonably determines that a Deliverable does not operate in accordance with or otherwise conform to the applicable Acceptance   Criteria, then Stryker will provide Conformis with a written notice of rejection within the Acceptance Notification Period   describing the defect in view of the relevant Acceptance Criteria and including sufficient detail with respect to such Stryker testing   and testing results as Conformis reasonably requests (Failure Notice). Conformis shall have [**] (or such longer period of time   as may be agreed between the parties in good faith should the scope and complexity of the applicable Deliverable warrant some   longer period of time) (Redelivery Period) following the date it receives the Failure Notice to correct and redeliver the   Deliverable. If Conformis timely delivers a corrected version of the Deliverable within the Redelivery Period, then Stryker will be   9   Source: CONFORMIS INC, 10-Q, 11/1/2019



entitled to repeat its acceptance analysis and testing process for the purposes of determining Acceptance as set forth in the R&D   Work Plan until such Deliverable operates in accordance with or otherwise conforms to the applicable Acceptance Criteria;   provided, however, that if Stryker properly rejects a particular Deliverable three (3) or more times in accordance with this Article   III, or if Conformis fails to deliver a version or corrected version, as the case may be, of the Deliverable within any respective [**]   period, Stryker may, terminate this Agreement in accordance with Section 8.2(c) (in the event of such three (3) rejections, Stryker   Finally Rejects the Deliverable). Such termination, together with the provisions of Section 5.2 of the License Agreement,   constitutes as Stryker's sole remedy and Conformis' exclusive liability in the event of any such rejection or failure by Conformis to   deliver materially conforming Deliverables hereunder so long as such rejection or failure does not arise from Conformis' fraud,   willful misconduct, gross negligence or bad faith. Stryker shall be deemed to have accepted a Deliverable timely furnished to it   unless (a) the Deliverable fails to operate in accordance with and otherwise conform the applicable Acceptance Criteria, and (b)   Stryker provides Conformis a written Failure Notice within the Acceptance Notification Period in accordance with this Section   3.4 (any acceptance or deemed acceptance, described in this Section 3.4, Acceptance or Accept). Acceptance of a   Deliverable shall not constitute a waiver of any rights Stryker may have based on Conformis' warranties set forth in this   Agreement.   3.5 Payment for Milestones. Stryker shall pay to Conformis the following milestone payments for the development   work to be conducted hereunder if and when the following milestones are met, as follows:   (a) Milestone #1 - Within thirty (30) days following the date on which Stryker receives the first prototype of the Patient-   Specific Instrumentation delivered to it by Conformis in accordance with the R&D Work Plan, Stryker shall pay to Conformis a   total of two million U.S. dollars ($2,000,000); and   10   Source: CONFORMIS INC, 10-Q, 11/1/2019



(b) Milestone #2 - Within thirty (30) days following the date on which there is a design freeze of the Patient-Specific   Instrumentation for the KIB Product in accordance with the R&D Work Plan, Stryker shall pay to Conformis a total of three   million U.S dollars ($3,000,000).   3.6 Payment. Stryker shall make all payments to Conformis required herein by wire transfer in accordance with the Wire   Instructions. Such payments are non-refundable and non-creditable except as set forth in the Other Agreements.   ARTICLE IV   RESTRICTIVE COVENANT   4.1 Exclusivity. Except as specifically provided in the Distribution Agreement, Conformis shall be prohibited from   developing or assisting another in developing, or causing another to develop, Patient-Specific Instrumentation for Off-The-Shelf   Knee Implants for any Third Party in the field of orthopedics until January 1, 2032 (or earlier, to the extent set forth in Section   2.3.3.4 or Section 2.3.5 of the Distribution Agreement), with the exception that Conformis (including any entity involved in a   Change of Control of Conformis, any such entity an Acquirer), may develop Patient-Specific Instrumentation for any Off-The-   Shelf Implants of Conformis, an Acquirer or any of their Affiliates. For purposes of clarity, the foregoing does not prevent   Conformis from granting any license, release, covenant not to sue or other immunity to any third party under any Patents, including   any such immunity that would authorize manufacture, use or sale of Patient-Specific Instrumentation for Off-The-Shelf Knee   Implants outside the Buyer Field.   ARTICLE V   INTELLECTUAL PROPERTY   5.1 Inventions.   (a) Inventorship of all Inventions developed by either Party, or both Parties, in the performance of the R&D Program, shall   be determined in accordance with the inventorship laws of the United States, even to the extent such Invention is not pursued in   patent applications.   (b) All right, title and interest in and to the Improved Stryker Background IP will vest solely in Stryker. Conformis agrees   to assign and hereby assigns to Stryker all right, title and interest in and to all Improved Stryker Background IP in which ownership   in same has vested in   11   Source: CONFORMIS INC, 10-Q, 11/1/2019



Conformis by operation of law or by assignment by its employees or consultants; and to facilitate such assignment to Stryker,   Conformis agrees (i) to regularly ensure that its employees and consultants timely make any appropriate assignments to it of that   which constitutes Improved Stryker Background IP, and (ii) at Stryker's reasonable request, to execute and have its employees   and consultants execute, as necessary, all assignments and any other documentation necessary to perfect title in Stryker of such   Improved Stryker Background IP.   (c) All right, title and interest in and to the Improved Conformis Background IP and KIB Product IP (Joint IP) shall be   owned jointly by the Parties. Subject to the limitations set forth in this Agreement, the Joint IP may be used freely by either Party or   its Affiliates and licensed to Third Parties by Conformis and its Affiliates, on the one hand, outside of the Buyer Field or by Stryker   and its Affiliates, on the other hand, within the Buyer Field, in each case, without the consent of, or duty to account to or notify, the   other Party, but, except with respect to external licenses of the Improved Conformis Background IP by Conformis or its Affiliates   to Third Parties, any external Third Party license shall be governed in accordance with the last sentence of Section 4.3(c) of the   APA. Each Party to whom ownership is to vest in Joint IP by operation of law or by assignment by its employees or Agents agrees   to assign and hereby assigns to the other Party an undivided one-half right, title and interest in and to all Joint IP; and to facilitate   such assignment, the Party possessing such ownership agrees (i) to regularly ensure that its employees and consultants timely make   any appropriate assignments to it; and (ii) at the other Party's reasonable request, to execute and have its employees and   consultants execute, as necessary, all assignments and any other documentation to perfect the undivided one-half right, title and   interest in and to the other Party of such Joint IP.   (d) Notwithstanding anything to the contrary, the foregoing does not constitute either (1) the grant by Conformis to Stryker   of any license or immunity of any kind with respect to the Conformis Background IP or Conformis Foreground IP, regardless of   the extent to which the Joint IP constitutes improvements to the Conformis Background IP or Conformis Foreground IP, (2) the   grant by Stryker to Conformis of any license or immunity of any kind with respect to the Stryker Background IP, or (3) the grant   by either Party of any license or immunity of any kind under any Intellectual Property rights owned by such Party, regardless of   whether the exploitation of the Joint IP would infringe such Intellectual Property rights. Neither Party shall assign a partial interest in   12   Source: CONFORMIS INC, 10-Q, 11/1/2019



the Joint IP or Joint IP Rights to any Affiliate or Third Party (i.e., neither Party shall create any additional joint owners of the Joint   IP), but each Party may assign all of its right, title and interest in and to the Joint IP and Joint IP Rights to an Affiliate or Third Party   pursuant to and in accordance with Section 10.2.   (e) Conformis shall promptly disclose to Stryker all (i) Improved Stryker Background IP, and (ii) Joint IP. Stryker shall   promptly disclose to Conformis all Joint IP.   (f) To the extent required and for the avoidance of doubt, Stryker hereby grants Conformis, and Conformis hereby   accepts, a non-exclusive license to the Stryker Background IP and Improved Stryker Background IP solely for purposes of   performing any obligations under this Agreement and the Distribution Agreement.   5.2 Confidential Information. The provisions of Sections 4.3(a)-(i) of Article 4 of the APA are incorporated herein as if   fully set forth herein.   5.3 Maintenance of Records. Each Party shall prepare and maintain complete and accurate records concerning all   Inventions for the purpose of documenting any possible Intellectual Property rights arising under this Agreement.   5.4 No Other Rights.   (a) Conformis acknowledges and agrees that, as between the Parties, Stryker owns all right, title and interest, including all   Intellectual Property rights, within the Stryker Background IP and Stryker's Confidential Information, including any Stryker   Confidential Information underlying the Joint IP, and that, under this Agreement, except as expressly set forth herein, Conformis   shall acquire no right, title, or interest in or to any of the foregoing, or any other Intellectual Property rights that are owned or   controlled by Stryker, by implication, estoppel or otherwise.   (b) Stryker acknowledges and agrees that, as between the Parties, Conformis owns all right, title and interest, including all   Intellectual Property rights, in and to Conformis Background IP and Conformis' Confidential Information, including any Conformis   Confidential Information underlying the Joint IP, and that, under this Agreement, Stryker shall acquire no right, title, or interest in or   to any of the foregoing or any other Intellectual Property rights that are owned or controlled by Conformis, by implication, estoppel   or otherwise.   5.5 Employees and Consultants.   13   Source: CONFORMIS INC, 10-Q, 11/1/2019



(a) Conformis shall ensure that all its employees, consultants, Agents or other Third Parties who perform any portion of   Conformis' R&D Program obligations under this Agreement have entered into written agreements with Conformis whereby such   employee, consultant, Agent or other Third Party assigns to Conformis all ownership rights in any Inventions made or developed   by such employee, consultant, Agent or Third Party in the course of such R&D Program work under this Agreement.   (b) Stryker shall ensure that all its Affiliates and its or their employees, consultants, Agents or other Third Parties who perform any   portion of Stryker's R&D Program obligations under this Agreement have entered into written agreements with Stryker whereby   such employee, consultant, Agent or Third Party assigns to Stryker all ownership rights in any Inventions made or developed by   such employee, consultant, Agent or Third Party in the course of such R&D Program work under this Agreement.   5.6 Tangible Property.   (a) All tooling, patterns, dies, gauges, jobs, fixtures, and all specifications, drawings, samples, designs, software, firmware,   programs, formulae, and other tangible items (Equipment) furnished by Stryker to Conformis in connection with this   Agreement: (i) shall only be used in the performance of the R&D Program; (ii) shall remain the property of Stryker; and (iii) shall   be disposed of or returned in good repair, normal wear and tear excepted, by Conformis to Stryker at Stryker's direction and   expense upon Stryker's request. Conformis assumes risk of loss and damage to said items while in its possession or under its   control, subject to normal wear and tear. Conformis shall notify Stryker promptly whenever any items of Stryker's tangible   property are in need of repair or replacement. Stryker shall endeavor to mark its property as property of Stryker for   14   Source: CONFORMIS INC, 10-Q, 11/1/2019



use only under this Agreement. Conformis waives any right it may have in law or equity to withhold Stryker's property.   (b) All Equipment furnished by Conformis to Stryker in connection with this Agreement: (i) shall only be used in the performance   of the R&D Program; (ii) shall remain the property of Conformis; and (iii) shall be disposed of or returned in good repair, normal   wear and tear excepted, by Stryker to Conformis at Conformis' direction and expense upon Conformis' request. Stryker assumes   risk of loss and damage to said items while in its possession or under its control, subject to normal wear and tear. Stryker shall   notify Conformis promptly whenever any items of Conformis' tangible property are in need of repair or replacement. Conformis   shall endeavor to mark its property as property of Conformis for use only under this Agreement. Stryker waives any right it may   have in law or equity to withhold Conformis' property.   5.7 Trademarks. Nothing in this Agreement shall confer to any Party any rights, whether by way of ownership, license or   right to use, in any of the Trademarks of any other Party. Conformis shall not use the Trademarks of Stryker without Stryker's   prior written consent and Stryker shall not use the Trademarks of Conformis without Conformis' prior written consent.   5.8 Prosecution of Patent Rights. Stryker shall be solely responsible, in its sole discretion, for preparing, filing,   prosecuting and maintaining Patents arising from all Improved Stryker Background IP. Stryker shall be solely responsible for costs   and expenses of preparing, filing, prosecuting and maintaining any such Patents. Stryker shall have the first right to prepare, file,   prosecute and maintain Patents or copyrights arising from any Joint IP that is not Improved Conformis Background IP (Stryker-   Prosecuted Joint IP Rights). Conformis shall have the first right to prepare, file, prosecute and maintain Patents or copyrights   arising from any Improved Conformis Background IP (Conformis-Prosecuted Joint IP Rights, and together with the Stryker-   Prosecuted Joint IP Rights, Joint IP Rights). With respect to Joint IP Rights, the non-prosecuting Party will have the right, but   not the obligation, to review and comment, and have the comments reasonably considered by the prosecuting Party, with regard to   the filing, prosecution,   15   Source: CONFORMIS INC, 10-Q, 11/1/2019



and maintenance of the Joint IP Rights. In this regard, the prosecuting Party agrees to provide reasonable time for the non-   prosecuting party to review and comment prior to any deadline associated with such Patent. Conformis and Stryker shall be   equally responsible for costs and expenses of preparing, filing, prosecuting and maintaining any such Joint IP Rights.   Notwithstanding the foregoing, in the event that the applicable Party decides not to file at all or not to file a continuing or other   application to maintain the viability of the U.S part of a family of patents to which an application belongs, or decides to abandon or   discontinue the prosecution or maintenance of any of the Joint IP Rights, such Party shall notify the other Party thereof, and such   other Party may elect to continue the prosecution (including non-provisional application and PCT entry) or maintenance of such   Joint IP Rights at its sole expense and in the name(s) of both Stryker and Conformis. The provisions of Sections 5.1(c) and 5.1(d)   and this Section 5.8 shall run with the Joint IP, and each party shall ensure that any assignee of its interest in the Joint IP expressly   assumes in writing such provisions. Any Party pursuing Patent applications in accordance with this Section 5.8 may disclose   Confidential Information in patent applications to the extent necessary to provide requisite support for claims therein, provided   however, the non-prosecuting Party will have the right, but not the obligation, to review and comment on the scope and content of   the proposed disclosure, including the proposed disclosure of Confidential Information, prior to submission of the first disclosure of   same in any such Patent applications, and have the comments reasonably considered by the prosecuting Party. In this regard, the   prosecuting Party agrees to provide reasonable time for the non-prosecuting party to review and comment prior to any such   submission associated with such Patent.   5.9 Infringement and Defense.   (a) Each Party may in its sole discretion enforce the Patents or other intellectual property rights it solely owns pursuant to   this Agreement, as well as to defend against any assertions of invalidity, unenforceability or ownership of such Patents.   (b) The Parties shall confer and consult with respect to disputes with Third Parties respecting the infringement, validity,   enforceability or ownership of any Joint IP, including the settlement thereof. Such consultation shall be for the purpose of   determining the best approach within such actions and neither Party shall take any action to enforce or defend any Joint IP without   the other Party's prior written consent.   16   Source: CONFORMIS INC, 10-Q, 11/1/2019



5.10 Publicity. Neither Party shall issue any press release or otherwise publicize this Agreement or the development work   to be conducted hereunder, except in accordance with Section 4.2 of the APA.   ARTICLE VI   REPRESENTATIONS AND WARRANTIES   6.1 Representations, Warranties and Covenants. Each Party hereby represents and warrants to, and covenants with,   each other Party that:   (a) Due Organization. Good Standing and Power. It is a corporation duly organized, validly existing and in good standing under   the laws of its jurisdiction of organization and has the power and authority to own, lease and operate its assets and to conduct the   business now being conducted by it. It has all requisite corporate power and authority to enter into this Agreement and to perform   its obligations hereunder.   (b) Authorization and Validity of Agreement. The execution, delivery and performance by it of this Agreement and the   consummation by it of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate   or equivalent action on its part. This Agreement has been duly executed and delivered by it and constitutes its legal, valid and   binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by applicable   bankruptcy, insolvency, reorganization, moratorium or other Applicable Laws relating to or affecting creditors' rights generally and   by general equity principles.   (c) Absence of Conflicts. The execution, delivery and performance by it of this Agreement and the consummation by it of the   transactions contemplated hereby do not and will not:   (i) violate any Applicable Laws, regulations, orders, writs, injunctions or decrees of any governmental, judicial, legislative,   executive, administrative or regulatory   17   Source: CONFORMIS INC, 10-Q, 11/1/2019



authority of the United States or any foreign country or of any state or local governmental authority;   (ii) conflict with, or result in the breach of any provision of, its certificate or articles of incorporation, bylaws or equivalent   organizational documents;   (iii) result in the creation of any lien or encumbrance of any nature upon any property being transferred or licensed by it   pursuant to this Agreement; or   (iv) violate, conflict with, result in the breach or termination of or constitute a default under (or event which with notice, lapse of   time or both would constitute a default under), any permit, contract or agreement to which it is a Party or by which any of its   properties or businesses are bound.   (d) Consents. No authorization, consent or approval of, or notice to or filing with, any governmental authority is required for the   execution, delivery and performance by it of this Agreement, other than those associated with obtaining required regulatory   approvals as contemplated hereby.   (e) Employee and Consultant Obligations. Each of its employees, consultants and Agents who will engage in activities on behalf of   a Party under the R&D Work Plan, or who will have access to Confidential Information, is contractually obligated, or will be   contractually obligated prior to his/her participation or access, to (i) assign to the Party all Intellectual Property rights conceived,   made or discovered by such employee or Agent, whether solely or in collaboration with others, in connection with such   employee's, consultant's or Agent's work for the Party, and (ii) maintain the confidentiality of the Confidential Information. To the   extent applicable, it is the intent of the Parties that ownership of all developments under this Agreement shall vest in the respective   Party by operation of law or by assignment prior to assignment to the other Party pursuant to Article V.   18   Source: CONFORMIS INC, 10-Q, 11/1/2019



(f) Debarment. No employee, consultant or Agent who will engage in activities on behalf of such Party under the R&D   Work Plan, or who will have access to Confidential Information of the other Party, has been the subject of a debarment proceeding   under 21 U.S.C. § 335a, and has been excluded from participation in any Federal or State or other government health care   program.   6.2 EXCEPT AS EXPRESSLY PROVIDED ELSEWHERE IN THIS AGREEMENT, INCLUDING THE   REQUIREMENTS IN THE R&D WORK PLAN, CONFORMIS MAKES NO WARRANTY WITH RESPECT TO THE   SERVICES OR DELIVERABLES FURNISHED HEREUNDER, AND NO WARRANTIES OF ANY KIND, WHETHER   WRITTEN, ORAL, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-   INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, SHALL APPLY.   ARTICLE VII LIMITATION ON LIABILITY AND INDEMNIFICATION   7.1 Responsibility and Control. Each Party shall be solely responsible for the safety of its own employees, Agents and   subcontractors with respect to their activities related to this Agreement.   7.2 Limitation of Liability. EXCEPT FOR [**], IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE   OTHER PARTY FOR [**], EVEN IF SUCH PARTY WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH   DAMAGES. CONFORMIS' LIABILITY ON A PER OCCURRENCE BASIS UNDER SECTION 7.3(A)(IV) SHALL NOT   EXCEED THE GREATER OF (I) $[**] AND (II) THE AMOUNT OF INSURANCE COVERAGE ACTUALLY PAID TO   CONFORMIS UNDER THEN-CURRENT INSURANCE POLICIES OF CONFORMIS IN RESPECT OF SUCH   DAMAGES. For the purposes of this Section 7.2, per occurrence means the occurrence of any claim or series of claims   directly arising out of or resulting from the same act, omission or event.   7.3 Mutual Indemnification.   (a) Indemnification by Conformis. Conformis shall indemnify and hold harmless Stryker, its directors, officers, employees, Agents   and Affiliates and   19   Source: CONFORMIS INC, 10-Q, 11/1/2019



their respective successors, heirs and assigns (collectively the Stryker Indemnified Parties) against any and all claims, suits,   actions, and demands, wherever brought and however denominated, brought by a Third Party (all of the foregoing being referred   to herein as Claims) against the Stryker Indemnified Party including all damages, collateral damages and settlements arising   therefrom and reasonable outside attorneys' fees and litigation expenses related thereto, to the extent arising from or related to (i)   any breach of Conformis' representations, warranties or obligations under this Agreement, (ii) any alleged violation of any   Applicable Laws by Conformis, (iii) the negligence (excluding any product liability Claim), gross negligence or intentionally   wrongful acts or omissions of Conformis, its employees, consultants, Agents and Affiliates in their performance hereunder, and (iv)   any portion of a Claim alleging personal injury on account of product liability attributable to a Deliverable (including a Deliverable   within a Product or a Stryker Product). Conformis shall have no obligation or liability with respect to any Claim under Section   7.3(a)(iii) or Section 7.3(a)(iv) to the extent directly arising out of or relating to: (1) any use of the Products in any manner not in   accordance with applicable documentation (e.g., instructions for use, package inserts, labels, surgical guides and other materials   provided by or approved by Conformis) that is not a result of Conformis' conduct; (2) damage to the Products occurring after   shipment that is not a result of Conformis' conduct; or (3) any modifications to the Products that are not contemplated by the   instructions for use thereto by any Person other than Supplier and that is not a result of Conformis' conduct. Notwithstanding   anything to the contrary, Stryker's sole remedy and Conformis' exclusive liability for breach of Section 3.2 with respect to a   Product or a Stryker Product shall be as set forth in Section 10.1(i) of the Distribution Agreement.   (b) Indemnification by Stryker. Stryker shall indemnify and hold harmless Conformis, its directors, officers, employees, Agents   and   20   Source: CONFORMIS INC, 10-Q, 11/1/2019



Affiliates and their respective successors, heirs and assigns (collectively the Conformis Indemnified Parties) against any and   all Claims against the Conformis Indemnified Parties to the extent arising from or related to (i) any breach of Stryker's   representations or warranties under this Agreement, (ii) any alleged violation of any Applicable Laws by Stryker, and (iii) the   grossly negligent or intentionally wrongful acts or omissions of Stryker, its employees, consultants, Agents and Affiliates in their   performance hereunder.   (c) Joint Liability. To the extent that Stryker, on the one hand, and Conformis, on the other hand, each has indemnification   obligations to the other in connection with a single Claim, they will contribute to the aggregate damages, liabilities, costs and   expenses arising from such Claim in a proportion reflecting the relative and comparative responsibilities and determined liability of   the Parties for such damages, liabilities, costs and expenses, as well as any other relevant equitable considerations. The amount   paid or payable by a Party for purposes: of apportioning the aggregate damages, liabilities, costs and expenses shall be deemed to   include all reasonable legal fees and expenses incurred by such Party in connection with investigating, preparing for or defending   against such Claim.   (d) Indemnification Procedures. Claims for indemnification under this Agreement shall be governed by the indemnification   procedures set forth in Section 5.5 of the Asset Purchase Agreement.   (e) Settlement. If the indemnifying Party assumes the defense of a Claim, no compromise or settlement of such claims may be   effected by the indemnifying Party without the indemnified Party consent unless: (a) there is no finding or admission of any violation   of Applicable Requirements or any violation of the rights of any Person by the indemnified Party and no effect on any other claims   that may be made against the indemnified Party, (b) the sole relief provided is   21   Source: CONFORMIS INC, 10-Q, 11/1/2019



monetary damages that are paid in full by the indemnifying Party and (c) such settlement includes as an unconditional release of   liability by such Third Party claimant in respect of all Indemnified Persons.   ARTICLE VIII   TERM AND TERMINATION   8.1 Term. The term of this Agreement shall begin as of the Effective Date and continue until Acceptance of all Deliverables   for Milestones #1 and #2 pursuant to Section 3.4 and completion of Milestone #3, unless earlier terminated under Section 8.2, as   provided for under the Other Agreements, or as mutually agreed by the Parties.   8.2 Termination.   (a) Dissolution or Insolvency Event. Either Party may terminate this Agreement effective immediately upon delivery of a   Termination Notice if the other Party is (A) dissolved or is seeking to dissolve itself under applicable corporate law other than as   part of a corporate restructuring under which its assets were first transferred to an assignee under this Agreement in accordance   with Section 10.2; or (B) (i) becomes subject to an Insolvency Event, provided that, no termination right shall exist in respect of an   Insolvency Event that is a chapter 11 case under the Bankruptcy Code if the Party subject to such chapter 11 case (x) continues   to perform all of its material obligations under this Agreement, (y) does not seek to reject this Agreement or take any action in   such chapter 11 case to disavow or undermine the rights of the other Party under this Agreement, and (z) assumes this Agreement   on or before any deadline in such chapter 11 case for such assumption; notwithstanding the foregoing, nothing herein shall limit or   prevent the Party not subject to an Insolvency Event from objecting to assumption or assumption and assignment of this   Agreement or requiring cure payments or adequate assurance   22   Source: CONFORMIS INC, 10-Q, 11/1/2019



of future performance as a condition of assumption or assumption and assignment.   (b) Default. If any Party believes the other is in material breach of any of its material obligations under this Agreement in a   manner other than as set forth in Article III to which this Section 8.2(b) does not apply, it may give notice of such material breach   to the allegedly breaching Party, which Party shall have [**] (or such longer period of time as may be reasonably commensurate   with the effort reasonably required to remedy such default) in which to remedy such default. If such alleged material breach is not   remedied in the time period set forth above, the Party alleging material breach shall refer the matter to the chief executive officers   of each Party, who shall meet and confer within [**] after notice from the non-breaching Party of its desire for such a meeting. If   the Parties are unable to resolve any dispute in such meeting and no Action has been brought in accordance with Section 10.8   with respect to such dispute, the non-breaching Party may terminate this Agreement immediately upon delivery to the defaulting   Party of a Termination Notice. The non-defaulting Party's right to terminate this Agreement in accordance with this Section 8.2(b)   shall not be construed as an exclusive remedy.   (c) If Stryker Finally Rejects any Deliverable for Milestone #1 or #2 in accordance with Article III, Stryker may terminate   this Agreement, which termination shall be effective immediately upon delivery of a Termination Notice to Conformis.   8.3 Surviving Rights/Obligations.   (a) The provisions of Articles V, VI, VII and IX and Sections 8.3, 8.4, 10.1, 10.2, 10.5 - 10.13 and 10.15, together with   any provisions required for the interpretation or enforcement of any of the foregoing, shall survive the termination or expiration of   this Agreement, provided, however that Section 7.3(a)(iv) shall survive the termination or expiration of this Agreement for only   [**] thereafter. The termination of this Agreement shall not relieve any Party from obligations that are expressly indicated to survive   termination of the Agreement.   23   Source: CONFORMIS INC, 10-Q, 11/1/2019



8.4 Return or Destruction of Confidential Information. Solely with respect to Confidential Information in which a   Party has no ownership interest at all, owned or co-owned Confidential Information being exempt herefrom, upon termination of   this Agreement, unless independently authorized to retain such of the Disclosing Party's Confidential Information under an Other   Agreement, each Receiving Party shall, and shall direct its Representatives to, cease all use and make no further use of any   Confidential Information of the Disclosing Party and shall, upon written request from the Disclosing Party, promptly return or   destroy all Confidential Information of the Disclosing Party (including copies thereof) that is in tangible form (provided, however,   that, with respect to electronic imaging of the Disclosing Party's Confidential Information, such materials shall be deleted and   removed from access by an ordinary user from all computer hard drives, servers and similar media but shall not require any action   to delete or erase such materials from any disaster recovery tapes or other back-up media or any record retention or computer   storage system so long as the Receiving Party and its Representatives take such actions as are reasonably likely to prevent access   to such materials by any person other than information technology and other administrative employees who are responsible for   maintaining those disaster recovery tapes and other back-up media) and any documents created by the Receiving Party or any of   its Representatives containing Confidential Information of the Disclosing Party. The Receiving Party shall provide to the Disclosing   Party written certification of destroyed Confidential Information of the Disclosing Party promptly following the destruction thereof.   Notwithstanding the foregoing, the Receiving Party and its Representatives may retain one copy of any Confidential Information of   the Disclosing Party in a secure location in the Receiving Party's legal department for the purpose of establishing compliance with   Applicable Laws (including professional standards) and for defending or maintaining any litigation (including any administrative   proceeding) relating to this Agreement, the Other Agreement, the Prior CDA or the Confidential Information, provided that all such   information shall continue to be kept confidential pursuant to the terms of this Agreement.   24   Source: CONFORMIS INC, 10-Q, 11/1/2019



ARTICLE IX   RECORD-KEEPING AND AUDITS   9.1 Records Retention. Each of the Parties shall record in written or electronic form all material information with respect   to the performance of its obligations relating to the R&D Program in accordance with standard industry practices.   ARTICLE X   MISCELLANEOUS   10.1 Agency. Neither this Agreement nor any of the Other Agreements creates any partnership, agency or other   relationship among the Parties for any purpose, including for all tax purposes. No Party is granted any right or authority to assume   or to create any obligation or responsibility on behalf or in the name of the other Party or to bind the other Party in any manner   whatsoever.   10.2 Assignment and Change of Control. Except as otherwise provided herein, a Party shall not have the right to   assign any of its rights or obligations under this Agreement (whether through a merger, sale of stock, or otherwise) without the   prior written consent of the other Party; except that, either Party shall be permitted, without any need for the other Party's   consent, to assign this Agreement (a) in whole or in part to an Affiliate (provided, however, that once such Person is no longer an   Affiliate of the assigning Party, such former Affiliate shall assign this Agreement back to the assigning Party), provided that the   assigning Party provides the other Party notice of any such assignment provided further that failure to provide such notice of such   assignment shall not render such assignment void; or (b) to a Third Party in connection with sale or transfer of all or substantially all   of the assigning Party's business or assets relating to the subject matter of this Agreement, whether by Change of Control, merger,   sale of assets or otherwise; provided, however, that, with respect to clause (b), (i) any assignment of this Agreement shall be void   and have no effect unless and until the assignee assumes the   25   Source: CONFORMIS INC, 10-Q, 11/1/2019



obligations of the assigning Party in a written instrument, a copy of which is provided to the other Party; and (ii) any assignment of   this Agreement must be accompanied by a simultaneous assignment of the Other Agreements to the same assignee, and the   assigning Party's interest in the Purchased Assets to the same assignee unless otherwise agreed by Conformis in advance, which   agreement shall not be unreasonably withheld. Any assignment in whole or in part shall not relieve the assigning Party of its   obligations hereunder. If and to the extent that a Party assigns any of its rights and/or obligations hereunder in accordance with this   Section 10.2, then this Agreement shall be binding upon the assignee to the same extent as if it were a Party hereto. Any   assignment not in accordance with this Section 10.2 shall be void.   10.3 Further Actions. Each Party agrees, subsequent to the execution and delivery of this Agreement and without any   additional consideration, to execute, acknowledge and deliver such further documents and instruments, and to do all such other   acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.   10.4 Force Majeure.   (a) In the event that either Party is unable to perform any of its obligations under this Agreement, or to enjoy any of its   benefits because of fire, natural disaster, action or decrees of Governmental Entities or any other event not within such Party's   reasonable control (a Force Majeure Event), the Party who has been so affected shall give written notice to the other Party as   soon as practicable and shall do everything reasonably possible to resume performance. Upon receipt of such notice, all   obligations under the Agreement shall be immediately suspended. If the period of nonperformance exceeds [**] from the receipt   of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may, by giving written notice,   terminate the Agreement. Any acceptance or warranty period affected by a Force Majeure Event shall likewise be extended for a   period equal to the duration of such Force Majeure Event. As applied to this Section 10.4   26   Source: CONFORMIS INC, 10-Q, 11/1/2019



and to determine whether an event is reasonably beyond control of a Party, materials shortages, strikes, slowdowns, other labor   related delays or events resulting from a Party's, its Affiliates or their respective agents' negligence, gross negligence, fraud or   intentional misconduct are not Force Majeure Events.   (b) Notwithstanding the provisions set forth in Section 10.4(a), above, a Force Majeure Event shall not include any   governmental action of an enforcement nature that arises from or relates to either Party's failure to comply with any federal,   national, state, provincial, international, or local law, statute, regulation or ordinance applicable to such Party's performance   hereunder.   10.5 Notices. All notices, requests, demands, waivers, instructions, consents and other communications to be given   pursuant to the terms of this Agreement will be in writing and will be deemed to have been duly given upon receipt if delivered by   hand, sent by a nationally recognized overnight mail service, or mailed by registered or certified mail, return receipt requested,   postage prepaid:   If to Stryker, addressed to:   Howmedica Osteonics Corp. c/o Stryker Corporation Attn: Legal Department, [**] 325 Corporate Drive Mahwah, NJ 07430   If to Conformis, addressed to:   Conformis, Inc. Attn: Chief Executive Officer and General Counsel 600 Technology Park Drive Billerica, MA 01821   With a copy (which shall not constitute notice) to:   27   Source: CONFORMIS INC, 10-Q, 11/1/2019



WilmerHale Attn: Jason Kropp, Esq. 60 State Street Boston, MA 02109   Any Party may change its address, telephone number, or facsimile number by prior written notice to the other Party.   10.6 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or   instruments in writing signed by the Party against whom enforcement of any such modification or amendment is sought. Conformis   may waive compliance by Stryker or Stryker may waive compliance by Conformis with any term or provision of this Agreement   on the part of such Party to be performed or complied with, but only by an instrument in writing. The waiver by any Party of a   breach of any term or provision of this Agreement will not be construed as a waiver of any subsequent breach.   10.7 Governing Law. This Agreement shall be governed and construed in accordance with the laws of New York State   (without regard to the conflict of laws provisions thereof).   10.8 Jurisdiction. Subject to Section 10.14, the federal and state Courts of New York State shall have exclusive   jurisdiction to hear and decide any suit, Action or proceedings, and to settle any disputes, which may arise out of or in connection   with this Agreement; provided, however, that each Party shall have the right to institute judicial proceedings in any court of   competent jurisdiction against the other Party or anyone acting by, through or under the other Party, in order to enforce an Order   entered by federal state courts of New York. Each Party shall cause its applicable permitted Third Party sublicensees and   Affiliates receiving any rights or benefits (including the receipt of any Confidential Information) under this Agreement to be bound   by this Section 10.8 prior to their exercise of any such rights or receipt of any such benefits. If such Party fails to comply with the   foregoing sentence   28   Source: CONFORMIS INC, 10-Q, 11/1/2019



with respect to any such Third Party or Affiliate, the other Party shall have the right to seek relief in any court of competent   jurisdiction in connection with any dispute involving such Third Party or Affiliate.   10.9 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of   any provision shall not affect the validity or enforceability of the other provisions hereof. If any term or other provision of this   Agreement, or the application thereof to any Person or any circumstance, is invalid, illegal or unenforceable by a Court of   competent jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be   valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement   and the application of such provision to other Persons or circumstances shall not be affected by such invalidity, illegality or   unenforceability, nor shall such invalidity, illegality or unenforceability affect the validity or enforceability of such provision, or the   application thereof, in any other jurisdiction.   10.10 Entire Agreement and Third-Party Beneficiaries. This Agreement (including the Other Agreements) contains   the entire agreement by and among the Parties with respect to the subject matter hereof and there are no agreements,   understandings, representations or warranties between the Parties other than those set forth or referred to herein. This Agreement   is not intended to confer upon any Person not a party (or their successors and assigns permitted by Section 10.2), and to the   extent expressly provided, their Affiliates, Agents, employees and representatives, any rights or remedies hereunder, except that   Section 7.3(a) and Section 7.3(b) hereof are intended to benefit, and to be enforceable by, any of the Relevant Indemnified   Parties therein described.   10.11 Jointly Prepared. This Agreement has been prepared jointly and shall not be strictly construed against any Party.   29   Source: CONFORMIS INC, 10-Q, 11/1/2019



10.12 Expenses. Except as otherwise set forth in this Agreement and the Other Agreements, all legal and other costs and   expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the Party incurring   such costs and expenses.   10.13 Counterparts and Electronic Transmission. This Agreement may be executed in one or more counterparts, all   of which will be considered one and the same agreement, and will become effective when one or more counterparts have been   signed by each of the Parties and delivered to the other Party. This Agreement may be executed and delivered by facsimile or e-   mail transmission with the same effect as if a manually signed original was personally delivered.   10.14 Negotiation in Event of Dispute. In the event of any dispute or disagreement between any of the Parties as to   the interpretation of any provision of this Agreement or any agreement incorporated herein, the performance of obligations   hereunder or thereunder, or any other disputed matter relating hereto or thereto, such matter, upon the written request of any   Party, will be referred to an executive of each Party. Such executives will promptly meet in good faith to resolve the dispute. If the   executives do not agree upon a decision within thirty calendar days after the reference of the matter to them, any Party will be free   to exercise any remedies available to it.   10.15 Rules of Construction. As used in this Agreement, the words include, includes and including means   including without limitation, and no inferences or conclusions of any sort shall be drawn from the fact that in some instances in   this Agreement the words include, includes and including are actually followed by the phrase without limitation or the   equivalent while in other instances they are not. Except where the context expressly requires otherwise, the use of any gender   herein will be deemed to encompass references to any gender, and the use of the singular will be deemed to include the plural (and   vice versa).   30   Source: CONFORMIS INC, 10-Q, 11/1/2019



[Signature Page Follows]   31   Source: CONFORMIS INC, 10-Q, 11/1/2019



IN WITNESS WHEREOF, the parties have caused this Development Agreement to be duly executed as of the respective   dates written below.   HOWMEDICA OSTEONICS CORP. CONFORMIS, INC.   By: /s/ Spencer Stiles By: /s/ Mark A. Augusti Name: Spencer Stiles Name: Mark A. Augusti Title: President Title: President and CEO Date: September 26, 2019 Date: 9-30-2019   [Signature Page to Development Agreement]   Source: CONFORMIS INC, 10-Q, 11/1/2019



Execution Version Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm to the Company, if publicly disclosed. Double asterisks denote omissions.   Source: CONFORMIS INC, 10-Q, 11/1/2019 
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 Output:

38669