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

[Q]: DISTRIBUTOR AGREEMENT

by and between

PEREGRINE/BRIDGE TRANSFER CORPORATION

and

NEON SYSTEMS, INC.

TABLE OF CONTENTS

Article 1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Article 2 License Grant . . . . . . . . . . . . . . . . . . . . . . . . . 2 Article 3 Pricing and Payment . . . . . . . . . . . . . . . . . . . . . . 4 Article 4 Order, delivery and Acceptance. . . . . . . . . . . . . . . . . 4 Article 5 Representations and Warranties of Licensee. . . . . . . . . . . 5 Article 6 Representations and Warranties of Licensor. . . . . . . . . . . 6 Article 7 Covenants of Licensee . . . . . . . . . . . . . . . . . . . . . 6 Article 8 Covenants of Licensor . . . . . . . . . . . . . . . . . . . . . 9 Article 9 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 10 Article 10 Agreement Not to Compete, Confidentiality . . . . . . . . . . . 12 Article 11 Audits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Article 12 Limited Warranties. . . . . . . . . . . . . . . . . . . . . . . 14 Article 13 Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Article 14 Term and Termination. . . . . . . . . . . . . . . . . . . . . . 16 Article 15 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

EXHIBITS

Exhibit A List of Products Exhibit B The Territory Exhibit C Sublicense Agreement Exhibit D Agreement for Trial

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DISTRIBUTOR AGREEMENT

DISTRIBUTOR AGREEMENT (the Agreement) is made as of the 1st day of January, 1996 by and between Peregrine/Bridge Transfer Corporation, a Delaware corporation (the Licensor), and Neon Systems, Inc., a Delaware corporation (the Licensee).

WHEREAS, Licensor is engaged in the development, support and licensing of certain computer software products, including without limitation the computer software products fisted in EXHIBIT A to this Agreement; and

WHEREAS, Licensee desires to obtain from Licensor, and Licensor desires to grant to Licensee, the right to market and sublicense the Licensed Products (as defined herein) in accordance with the terms and conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.

ARTICLE 1 DEFINITIONS

1.1 Customer means a person or entity that has acquired, or has indicated its interest in acquiring from Licensee, or from a Redistributor if so specified herein, a non-exclusive and nontransferable Sublicense to use one (1) or more of the Licensed Products.

1.2 Documentation means all visually readable materials published or made available by Licensor during the term of this Agreement for use by Customers in connection with the Licensed Products.

1.3 Emergency Fix means a temporary correction of a problem in a Licensed Product reported by Licensee to Licensor that may take the form of a written instruction or magnetic or optical media.

1.4 Licensed Product means any copy, or part thereof, of object code of the software products listed on EXHIBIT A attached to this Agreement, as well as any Upgrades or other material distributed to Licensee by Licensor in connection with such software products.

1.5 Master Copy means the initial object code copy of each Licensed Product and of any subsequent Upgrades or other derivations distributed to Licensee by Licensor under this Agreement.

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1.6 Redistributor means any individual or entity that is granted a license by Licensee to copy and sublicense one or more Licensed Products to Customers.

1.7 Sublicense means the sublicense agreement to be entered into by Customers, the form of which is attached hereto as EXHIBIT C, or such form as otherwise may be approved by Licensor pursuant to this Agreement.

1.8 Sublicense Copy means an object code copy of the Licensed Product that Licensee licenses from Licensor and inventories for sublicensing to Redistributors and Customers.

1.9 Territory means that geographic area specified in EXHIBIT B attached to this Agreement.

1.10 Upgrade means any revision, adaptation or new version of a Licensed Product which enhances a Licensed Product and which is offered by Licensor to registered users of that Licensed Product as an upgrade.

ARTICLE 2 LICENSE GRANT

Section 2.1 USE OF MASTER COPY. Licensor hereby grants to Licensee a non- exclusive, worldwide right to use and reproduce the Master Copy of each Licensed Product and the related Documentation during the term of this Agreement for testing, demonstration to Redistributors. and Customers, support and maintenance, if any, back-up and archive purposes.

Section 2.2 SUBLICENSING. Licensor hereby grants to Licensee an exclusive in the Territory to (1) make Sublicense Copies and copies of the Documentation to meet the demand of Redistributors and Customers and (2) market and sublicense Sublicense Copies and copies of the Documentation, together with any copies of promotional and other materials which Licensor may produce or obtain from time to time to assist Licensee in marketing and sublicensing the Licensed Products during the term of this Agreement by any one or more of the following means:

(a) TO A REDISTRIBUTOR: To a Redistributor pursuant to a Redistributor Agreement containing substantially the same terms and conditions as are set forth in this Agreement (subject to Section 2.5) and a Sublicense with each Customer of Redistributor in accordance with subsection 2.2(b); or

(b) TO CUSTOMERS: Pursuant to a Sublicense signed by the Customer.

Section 2.3 AGREEMENTS FOR TRIAL. Licensee may make available the Licensed Products or Documentation to any Redistributor or Customer who wishes to test the Licensed Products on a trial basis so long as such Redistributor or Customer has entered into an Agreement For Trial with Licensee in the form attached to this Agreement as EXHIBIT D.

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Section 2.4 MAINTENANCE AND SUPPORT AGREEMENTS. Licensee may make available to Customers maintenance, support and upgrade services only under the terms contained in the Sublicense or other written maintenance and support agreement pertaining to such services.

Section 2.5 REVIEW OF ARRANGEMENTS. Licensee shall not enter into any agreement referred to in this Article 2 with any Redistributor or Customer until each such agreement has been submitted to and approved by Licensor. Within five (5) business days after its receipt of any such agreement, Licensor shall notify Licensee whether it approves or disapproves of the agreement and, if it disapproves of the agreement, Licensor shall provide written notice of the reasons therefor, including any changes that would require to approve of the agreement. If Licensor fails to notify Licensee of its approval or disapproval of any such agreement within such period of time, the agreement shall be deemed to be approved by Licensor.

Section 2.6 TERMS OF AGREEMENTS. Licensee shall ensure that the terms of any Redistributor Agreement and, to the extent a Sublicense must be modified to comply with applicable law, any Sublicense executed in connection with the Licensed Products do not:

(a) Diminish or limit any of the rights of Licensor in the Licensed Products or Documentation;

(b) Diminish or limit the enforceability of the proprietary rights of Licensor in and to the Licensed Products or Documentation;

(c) Convey any rights of ownership in the Licensed Products or Documentation to any individual or entity other than Licensor, except for the license rights granted in accordance with the terms of this Agreement;

(d) Permit the use or duplication of the Licensed Products or

Documentation, except as specifically provided in this Agreement or in the Sublicense; or

(e) Permit disclosure of proprietary information regarding the Licensed Products or Documentation.

Section 2.7 NATURE OF GRANT. Licensee shall not have any rights of ownership or other proprietary rights in the Licensed Products or any Documentation by virtue of this Agreement, except for the license grants set forth herein.

Section 2.8 TRADEMARKS AND COPYRIGHT. Licensor hereby grants to Licensee a non-exclusive right to use the trademarks, service marks, trade names, copyrights, logos and designations (collectively, the Marks) relating to the Licensed Products or the Documentation during the term of this Agreement in the marketing by Licensee of the Licensed Products, provided that such Marks clearly indicate Licensor as the owner of the Marks whenever the Licensed Product or Documentation is first mentioned in any written material referencing the Licensed Product and the proper symbol is used in a superscript following the Marks. Licensor promptly shall provide

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a list of all Marks held by Licensor that relate to the Licensed Products. Upon reasonable written request by Licensor, Licensee shall provide Licensor with samples of any use of the Marks of Licensor relating to the Licensed Products, including any documentation and object code copies of the Licensed Products that Licensee sublicenses to Redistributors and Customers.

ARTICLE 3 PRICING AND PAYMENT

Section 3.1 FEES TO LICENSOR.

(a) Licensee shall pay to Licensor for each Licensed Product licensed to a Redistributor or a Customer a licensee fee equal to 50% of all revenues received (without deduction for value added tax, if any, but excluding any revenues for maintenance and support or upgrade services, which revenues are covered in paragraph (b) below) by Licensee under the Redistributor Agreement or Sublicense applicable to such Licensed Product.

(b) Licensee shall pay to Licensor for maintenance and support and upgrade services provided under the applicable Sublicense or other written maintenance and support agreement with or approved by Licensee for each of the Licensed Products a fee equal to 50% of all revenues received (without deduction for value added tax, if any) by Licensee from a Redistributor or Customer relating to maintenance and support services or services for Upgrades or upgrades of systems for such Licensed Product.

Section 3.2 TERMS OF PAYMENT. All fees due to Licensor under this Agreement shall be paid in U.S. Dollars. Fees due to Licensor from invoices rendered by Licensee during the first year of the term hereof will be payable one hundred and twenty (120) days after the date of the Licensee's invoice to a Redistributor or Customer, as the case may be. Fees due to Licensor from invoices rendered on or after the first day of the thirteenth (13th) month through and including the last day of the eighteenth (18th) month of the term hereof will be payable ninety (90) days after the date of such invoice. Fees due to Licensor from invoices rendered thereafter will be payable sixty (60) days after the date of such invoice. Any amount that is not paid when due will bear simple interest from the date such amount is due until the date payment is made at a rate equal to 10% per annum.

ARTICLE 4 ORDER, DELIVERY AND ACCEPTANCE

Section 4.1 ORDER AND DELIVERY. Licensee shall deliver to Licensor product orders (or other documents of similar purpose and effect) in writing that are signed by an authorized representative of Licensee and that list the quantity, product name, number, version, license fee and

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proposed delivery date for such order. Licensor shall ship Licensed Products and Documentation in accordance with Licensee's product orders received and accepted by Licensor. Licensor shall ship Licensed Products and Documentation F.O.B. Licensor's place of business. Licensee shall be responsible for all customs fees and other costs and expenses arising in connection with the transactions contemplated by this Agreement, including costs and expenses related to packing and shipping the Licensed Products and Documentation and any freight and insurance charges, and Licensor may require Licensee to pay for such costs and expenses in advance of shipment of any Licensed Products or Documentation. Licensor shall not be liable to Licensee for delays in shipments due to causes beyond Licensor's reasonable control. Licensor reserves the right to reject any product order, to cancel any product orders placed by Licensee and accepted by Licensor and to refuse or delay shipment thereof if Licensee fails to make any payments as provided in this Agreement or otherwise continues to fail to comply with the terms and conditions of this Agreement for thirty (30) days after delivery of written

notice of such failure.

Section 4.2 TIME FOR ACCEPTANCE. Licensee shall accept or reject the Licensed Products or Documentation within a ten (10) day evaluation period after receipt of such Licensed Product and the related Documentation by Licensee. If Licensee fails to give Licensor written notice of its rejection of such Licensed Products or Documentation within such ten (10) day evaluation period or Licensee ships such Licensed Products or Documentation to a Redistributor or Customer, then such Licensed Products and Documentation will be deemed to be accepted by Licensee.

Section 4.3 REJECTION. If Licensee rejects any Licensed Product in accordance with Section 4.2 because such Licensed Product fails to conform to the Documentation relating to such Licensed Product, Licensee shall notify Licensor promptly in writing to that effect and return all copies of such Licensed Product to Licensor with a certification by an authorized representative of Licensee that all copies have been returned to Licensor or have been destroyed and Licensor shall refund to Licensee the amount paid by Licensee to Licensor for such Licensed Products.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF LICENSEE

Section 5.1 AUTHORITY. Licensee represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and that it is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required by applicable law, except where the failure to be so qualified would not have a material adverse effect on Licensee or the assets of Licensee. Licensee represents and warrants that it has all requisite power and authority to execute this Agreement and to consummate the transactions contemplated hereby and that this Agreement has been duly executed and delivered by Licensee and constitutes a valid and binding obligation of Licensee enforceable in accordance with its terms.

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Section 5.2 ABILITY TO PERFORM. Licensee represents and warrants that it has sufficient facilities, resources and personnel to adequately perform its obligations under this Agreement and that no existing arrangement, contractual or otherwise, will cause Licensee to breach the terms of this Agreement or prevent Licensee from fulfilling its obligations under this Agreement.

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF LICENSOR

Section 6.1 AUTHORITY. Licensor represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and that it is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required by applicable law, except where the failure to be so qualified would not have a material adverse effect on Licensor or the assets of Licensor. Licensor represents and warrants that it has all requisite power and authority to execute this Agreement and to consummate the transactions contemplated hereby and that this Agreement has been duly executed and delivered by Licensor and constitutes a valid and binding obligation of Licensor enforceable in accordance with its terms.

Section 6.2 TITLE TO LICENSED PRODUCTS. Licensor represents and warrants that it possesses all right, title and interest in and to the Licensed Products and the Documentation and that the use of each of the Licensed Products and the Documentation by Licensee, a Redistributor or a Customer will not in any way constitute an infringement or other violation of any copyright, trade secret, trademark, patent or other intellectual property fights or any proprietary information or nondisclosure or other rights of any third party. Licensor represents and warrants that no existing arrangement, contractual or otherwise, will cause Licensor to breach the terms of this Agreement or prevent Licensor from fulfilling its obligations under this Agreement.

ARTICLE 7 COVENANTS OF LICENSEE

Section 7.1 DUTIES OF LICENSEE. Licensee shall be solely responsible for the proper advertising, demonstration, shipment, export and collection of payment relating to the Licensed Products and Documentation in the Territory. The duties of Licensee include without limitation the following:

(a) Advertising the Licensed Product in appropriate media, contacting and developing Customers and prospective Redistributors by telephone and otherwise, providing information concerning Licensed Products to Customers and prospective Redistributors and advising such Customers and prospective Redistributors on the selection and use of the Licensed Products.

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(b) Complying with Licensee's warranty obligations as set forth in its

agreements with Redistributors and Customers.

(c) Sending at Licensee's expense qualified and appropriate personnel of Licensee to participate in training sessions, which shall be conducted by Licensor from time to time without charge to Licensee for the benefit of Licensee and Licensee's personnel.

(d) Obligating each Redistributor to keep complete and accurate records of such Redistributor's Customers, leads to prospective Customers, the number and type of Licensed Products licensed by such Redistributor and such related operating and financial data as Licensor reasonably may request from time to time for the sole purpose of monitoring the Licensed Products.

Section 7.2 DOCUMENTATION. Licensee shall represent accurately and completely the Licensed Products to Customers as to quality, function, purpose and compatibility in accordance with the Documentation whenever the Licensed Products are referenced, demonstrated or advertised. Licensee shall obtain prior written approval from Licensor for all materials other than the Documentation to be used by Licensee in connection with trials, demonstrations and agreements relating to the Licensed Products, and such approval shall not be unreasonably withheld or delayed by Licensor. Licensee shall give Licensor and any licensors of Licensor appropriate credit for the authorship of the Licensed Products and Documentation at any seminar, trade show or other presentation of the Licensed Products.

Section 7.3 EXPORTING AND SHIPMENT. Licensee shall obtain prior written approval from Licensor and any required export licenses from the United States Department of Commerce, Office of Export Administration or other applicable domestic or foreign governmental agency before exporting any Licensed Product or Documentation from the United States. Licensee agrees and covenants to comply fully with all applicable laws, rules and regulations, and to adopt such policies and procedures in connection with, the exporting of the Licensed Products and Documentation as may be required thereby. Each party to this Agreement shall cooperate fully with the other party to this Agreement and any governmental authorities by giving consents or information or providing or executing such documents as reasonably may be required to comply fully with such laws, rules or regulations existing now or in the future.

Section 7.4 TAXES AND TARIFFS.

(a) Licensee shall pay any and all taxes (other than taxes on Licensor's net income), tariffs, import and export duties or other fees imposed or assessed in connection with the transactions contemplated by this Agreement, including the delivery of Licensed Products and Documentation to Licensee and the shipment of Licensed Products from Licensee to a Redistributor or Customer.

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(b) in the event that Licensee is required by law to withhold any form of tax, tariff or duty from any amount payable to Licensor under this Agreement, then Licensee shall provide Licensor with copies of all documentation required in connection with such withholdings and shall provide to Licensor all assistance requested by Licensor in applying for relief from such withholding obligations and in substantiating corresponding tax, duty or tariff credits or deductions which may be available to Licensor with respect to such withholding under applicable law.

Section 7.5 BOOKS AND RECORDS. Licensee shall keep proper records and books of account concerning the reproduction and sublicensing of the Licensed Products that are adequate to determine the amount of fees owed to Licensor and Licensee shall preserve such records and books in a safe place for a period of five (5) years following termination of this Agreement.

Section 7.6 MONTHLY REPORT. On or prior to the fifteenth (15th) day of each calendar month Licensee shall deliver to Licensor a written report certified as true and correct by an authorized office of Licensee stating (a) each Agreement for Trial entered into by Licensee during the previous calendar month, together with the expected revenues, if any, to Licensee under each such agreement, (b) each Sublicense entered into by Licensee during the previous calendar month, together with the expected revenues to Licensee for each such Sublicense, (c) each Redistributor Agreement entered into by Licensee during the previous calendar month, together with the expected revenues to Licensee for each such agreement, and (d) a list of invoices, together with the dollar amounts thereof, sent by Licensee to each Redistributor and Customer during the previous calendar month.

Section 7.7 FINANCIAL STATEMENTS. Licensee shall provide (but shall not be obligated to do so more frequently than twice annually) to Licensor financial statements, credit ratings or other evidence of Licensee's financial condition promptly upon written request of Licensor.

Section 7.8 REPLACEMENTS. Licensee shall honor any proper refund or replacement requests received for the Licensed Products from Redistributors pursuant to the applicable Redistributor Agreement or from Customers pursuant to a Sublicense. Upon receipt of any such properly returned Licensed Products, Licensor shall refund to Licensee the amount paid by Licensee to Licensor for such Licensed Products. Licensee shall instruct Redistributors and Customers to direct all refund requests directly to Licensee rather than Licensor.

Section 7.9 MODIFICATIONS. Licensee shall not make any modifications to or

derivations of the Licensed Products without the prior written consent of Licensor, except in the case of an Emergency Fix. Licensee shall not reverse engineer or otherwise attempt to reproduce the source code of any Licensed Product. In the event that Licensee makes any modification, alteration or enhancement to the Licensed Product or Documentation (including but not limited to an Emergency Fix), such modification, alteration or enhancement, including all intellectual property rights thereto, will be and remain the sole and exclusive property of Licensor. Any suggestions or changes desired by Licensee to the Licensed Product or Documentation shall be made by

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Licensee in writing to Licensor and, if incorporated into the Licensed Product or Documentation, shall be the property of Licensor.

Section 7.10 COPYRIGHT AND OTHER PROPRIETARY NOTICES. Licensee shall ensure that the copyright, trademark and any other proprietary notices of Licensor or other legends contained in or on any copies of the Licensed Products or Documentation remain in or on the original Licensed Product or Documentation and any copies of such product or documentation reproduced by Licensee. The existence of any copyright, trademark or other proprietary notices in or on the Licensed Product or Documentation shall not be construed as a publication of the Licensed Product or Documentation.

Section 7.11 NO ENCUMBRANCES. Licensee shall not engage in the lease, transfer, rental or loan of the Licensed Products or Documentation and Licensee shall not allow the Licensed Products or Documentation to become encumbered by any means.

Section 7.12 NO INCONSISTENT WARRANTIES. Licensee shall not, and shall obligate Redistributors not to, make or pass on to Customers any warranty or representation on behalf of Licensor inconsistent with or in addition to the limited warranty contained in the Sublicense.

Section 7.13 DISPUTES BETWEEN LICENSEE AND CUSTOMERS. Licensee shall notify Licensor promptly concerning any threatened legal proceedings between Licensee on the one hand and a Redistributor or a Customer on the other hand and of any legal notices served on, or legal actions commenced against, Licensee regarding the Licensed Products or Documentation which might affect Licensor. Licensee shall not institute proceedings or enter into a compromise with any third party with whom it is in dispute concerning the Licensed Products or Documentation without the prior written consent of a duly authorized officer of Licensor, which consent shall not be unreasonably withheld or delayed by Licensor.

Section 7.14 TRANSLATION. Licensee shall not translate any portion of the Licensed Products, including any Documentation, into any other language without the prior written permission of Licensor.

Section 7.15 INTELLECTUAL PROPERTY REGISTRATION. Without the prior written consent of Licensor, Licensee shall not register, apply for registration or in any other way attempt to obtain any intellectual property rights relating to any Licensed Product, any Documentation or any part thereof or take any action that materially and adversely affects such rights held by Licensor.

ARTICLE 8 COVENANTS OF LICENSOR

Section 8.1 Licensor shall be solely responsible for delivering to Licensee a Master Copy of each Licensed Product and Documentation and for the maintenance and support of the

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Sublicense Copies and Documentation used by any Redistributors and Customers. The duties of Licensor include the following:

(a) Delivering a Master Copy of each Licensed Product and Documentation, including any Upgrades as they become available, to permit Licensee to (1) make Sublicense Copies and copies of the Documentation to meet the demand of Redistributors and Customers and (2) market and license Sublicense Copies and copies of the Documentation, together with the copies of promotional and other materials which Licensor may produce from time to time in order to assist Licensee in marketing and sublicensing the Licensed Products during the term of this Agreement.

(b) Employing a sufficient number of skilled technicians experienced in the computing industry and familiar with the Licensed Products and Documentation to provide adequate technical support and assistance to all Redistributors and Customers.

(c) Providing competent instruction to Redistributors and Customers regarding the use and installation of the Licensed Products.

(d) Providing information, including by means of telephone support, to Redistributors and Customers as to the proper procedures and persons to contact to enable the proper installation and operation of the Licensed Products and providing responsive answers to questions and problems regarding the use and operation of the Licensed Products.

(e) Providing technical assistance in supporting the Licensed Products and correcting any errors in the Licensed Products on an ongoing basis.

(f) Delivering to Licensee sample copies of all Licensor's marketing and licensing materials relating to the Licensed Products in use in the United States of America for copying and distribution in the Territory at Licensee's expense.

Section 8.2 REGISTRATION FOR TRADEMARKS AND COPYRIGHTS. Licensor shall use its best efforts to register in its name all Marks relating to the Licensed Products in the Territory and Licensor shall bear all costs of such registration and the maintenance and enforcement of all such rights and shall notify Licensee from time to time of all successful and unsuccessful registrations.

ARTICLE 9 INDEMNIFICATION

Section 9.1 INDEMNIFICATION OF LICENSOR. Licensee hereby agrees to defend and indemnify Licensor and Licensor's officers, directors, employees, stockholders, agents and representatives

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against, and agrees to hold them harmless from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses incurred therein or in enforcing the indemnity), as incurred, for or on account of or arising from or in connection with or otherwise with respect to any breach of any representation, warranty or covenant of Licensee contained in this Agreement or any document delivered in connection herewith.

Section 9.2 INDEMNIFICATION OF LICENSEE. Licensor hereby agrees to defend and indemnify Licensee and Licensee's officers, directors, employees, stockholders, agents and representatives against, and agrees to hold them harmless from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses incurred therein or in enforcing the indemnity), as incurred, for or on account of or arising from or in connection with or otherwise with respect to any breach of any representation, warranty or covenant of Licensor contained in this Agreement or any document delivered in connection herewith.

Section 9.3 INDEMNIFICATION PROCEDURE. Promptly after acquiring knowledge of any loss, action, suit, investigation, proceeding, demand, assessment, audit, judgment or claim against Licensor or Licensee, or as to which Licensor or Licensee may be liable, a party entitled hereunder to be indemnified shall give written notice thereof to the party obligated hereunder to provide indemnification. The indemnifying party at its own expense promptly shall defend, contest or otherwise protect against any damage, loss, deficiency, liability, claim, encumbrance, penalty, cost, expense, action, suit, investigation, proceeding, demand, assessment, audit, judgment or claim made by a third party against which such indemnifying party has agreed to indemnify any indemnified party, and each indemnifying party shall receive from the indemnified party all necessary and reasonable cooperation in said defense, including without limitation the services of employees of the indemnified party who are familiar with the transactions out of which any such damage, loss, deficiency, liability, claim, encumbrance, penalty, cost, expense, action, suit, investigation, proceeding, demand, assessment, audit, judgment or claim may have arisen. The indemnified party shall have the right to control the defense of any such third party proceeding unless it is relieved of its liability hereunder with respect to such defense by the indemnified party. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that the fees and expenses of the indemnified party's counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party or (ii) such indemnified party shall have been advised by counsel hat there is a conflict of interest or issue conflict involved in the representation by counsel employed by the indemnifying party in the defense of such action on behalf of the indemnified party or that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party (in which case the indemnifying party shall not have the fight to assume the defense of such action on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not be liable, in connection with any one such action or separate but substantially similar or related actions in the same Jurisdiction arising out of the same general allegations or circumstances, for the

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reasonable fees and expenses of more than one separate firm of attorneys for the indemnified party, which firm shall be designated in writing by the indemnified party). The indemnifying party shall have the right, at its option and unless so relieved, to compromise, at its own expense by its own counsel, any such matter involving the asserted liability to a third party of the indemnified party. In the event that the indemnifying party shall undertake to compromise any such asserted liability, the indemnifying party shall notify the indemnified party promptly of its intention to do so. In the event that an indemnifying party after written notice from an indemnified

party fails to take timely action to defend any such damage, loss, deficiency, liability, claimed encumbrance, penalty, cost, expense, action, suit, investigation, proceeding, demand, assessment, audit, judgment or claimed the indemnified party shall have the right to defend the same by counsel of its own choosing but at the cost and expense of the indemnifying party. In the event that the indemnified party defends such an asserted liability, it shall not compromise any such asserted liability without the written consent of the indemnifying party, such consent not to be unreasonably withheld or delayed.

Section 9.4 FURTHER REMEDIES FOR INFRINGEMENT. If Licensee is prevented from its normal use of any Licensed Product or Documentation by injunction or court order arising from, relating to or in connection with any alleged or actual infringement on the intellectual property rights of a third party relating to any Licensed Product or Documentation, then Licensor at its option and in addition to the other remedies contained in this Agreement and at no expense, loss or damage to Licensee shall (a) replace such Licensed Product or Documentation free of any such infringement, (b) modify such Licensed Product or Documentation so that it is free of any such infringement or (c) procure for the benefit of Licensee, whether by license or other release of claim of infringement, the fight to make Sublicense Copies and copies of the Documentation to meet the demand of Redistributors and Customers and to market and sublicense Sublicense Copies and copies of the Documentation.

ARTICLE 10 AGREEMENT NOT TO COMPETE, CONFIDENTIALITY

Section 10.1 NONCOMPETITION. Each of Licensor and Licensee understands and acknowledges that Licensor shall be entitled to protect and preserve the going concern value of Licensor's business to the extent permitted by law and that Licensor would not have entered into this Agreement absent the provisions of this Section 10.1 and, therefore, each of Licensor and Licensee agrees that during the term of this Agreement Licensee shall not engage in, represent in any way or be connected with directly or indirectly any business competing with the Licensed Products.

Section 10.2 CONFIDENTIAL INFORMATION. Licensee understands and agrees that the Licensed Products and any related information marked Confidential constitute valuable intellectual property and trade secrets of Licensor and embody substantial creative efforts and confidential information, ideas and expressions belonging to Licensor. Licensor understands and agrees that

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any reports supplied pursuant to this Agreement by Licensee to Licensor relating to the Licensed Products contain proprietary information of Licensee. The Licensed Products and related information and such reports are referred to collectively in this Agreement as the Confidential Information. Each party to this Agreement shall observe at all times complete confidentiality with regard to the Confidential Information of the other party to this Agreement held by such party and shall not permit or authorize access to or disclosure of any such Confidential Information to any other person or entity other than such party's employees and consultants who have executed confidentiality agreements with terms substantially similar to this Agreement. This Section 10.2 will not apply to any Confidential Information that is required to be disclosed by applicable law or any Confidential Information that becomes (a) public other than by virtue of a breach of this Section 10.2 or (b) available to such party from another source (other than any independent contractor engaged by such party to audit pursuant to this Agreement the records of the other party hereto) that is not subject to a confidentiality agreement with the other party hereto of which such party at that time is aware.

Section 10.3 UNAUTHORIZED USE. Each party to this Agreement shall notify the other party to this Agreement promptly in writing of the existence of any circumstances surrounding any unauthorized knowledge, possession or use of the Confidential Information by any person or entity other than the parties to this Agreement and each of their authorized employees and consultants.

Section 10.4 REMEDY. Notwithstanding any other provision of this Agreement, each of the parties to this Agreement understands and agrees that the remedy of indemnity payments pursuant to this Agreement and other remedies at law would be inadequate in the case of any breach of the covenants contained in this Article 10 and each party to this Agreement agrees that the other party to this Agreement shall be entitled to equitable relief, including the remedy of specific performance, without posting of bond or other security, with respect to any breach or attempted breach of such covenants.

ARTICLE 11 AUDITS

Section 11.1 AUDITS. During the term of this Agreement and the five (5) year period immediately following termination of this Agreement, Licensor will have the right, at its own expense, to audit and examine Licensees records concerning either (a) the reproduction and sublicensing of the Licensed Products and the resulting fees due to Licensor or (b) compliance by Licensee with its obligations as to confidentiality under this Agreement. During the term of this Agreement and the five (5) year period immediately following termination of this Agreement, Licensee will have the right, at its own expense, to audit and examine Licensor's records concerning compliance by Licensor with its obligations as to confidentiality under this Agreement. Any such audit shall be

conducted during normal business hours, upon at least three business days prior written notification to the party to be audited stating the purpose of the audit

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and in such a manner so as to not unreasonably interfere with such party's business operations. The auditing party shall keep any and all information derived from any audits confidential. Such information is deemed to be Confidential Information within the meaning of Article 10. In relation to such information, the parties to this Agreement are subject to the obligations and remedies set forth in Article 10. The auditing party shall not use such information for any purpose other than the purpose of the audit as stated in such party's written notification for such audit. If an audit of Licensee's records and books of account reveals that Licensee has underpaid the fees due under this Agreement to Licensor for the period under audit, Licensee shall pay to Licensor promptly the amount of the underpayment. If the amount of underpayment for the period under audit exceeds five percent (5%) of the total amount owed during such period, Licensee shall reimburse Licensor for all costs and expenses incurred by Licensor in connection with performing the audit.

ARTICLE 12 LIMITED WARRANTIES

Section 12.1 NO DEFECTS. For twelve (12) months after delivery of the Master Copy of each Licensed Product to Licensee, Licensor warrants that the media in which the Licensed Products are stored shall be free from defects in materials and workmanship, assuming normal use. Licensee may return any defective media to Licensor for replacement free of charge during such twelve (12) month period.

Section 12.2 PERFORMANCE. For twelve (12) months after delivery of any Licensed Product to a Customer, whether Customer receives such Licensed Product from Licensee or a Redistributor, Licensor warrants that each Licensed Product will perform as described in the applicable Documentation. If Licensee or any Redistributor or Customer discovers any errors or discrepancies in the Licensed Products from the Documentation during the twelve (12) month warranty period, Licensee shall notify Licensor promptly in writing of such error or discrepancy in sufficient detail to enable Licensor to recreate the error or discrepancy. If the error or discrepancy is found by Licensee prior to the expiration of the ten (10) day evaluation period set forth in Section 4.2, such evaluation period shall be extended ten (10) days from the date of receipt by Licensee of the corrected Licensed Product from Licensor.

Section 12.3 DUTIES UNDER WARRANTY. If Licensee or any Redistributor or Customer discovers any error in any Licensed Product or discrepancy in any Licensed Product from the Documentation that results in a material loss of performance in the Licensed Product within the twelve (12) month warranty period, then Licensor shall provide Licensee with the correction or method of resolving such error or discrepancy provided that Licensor shall not be responsible for any error or discrepancy caused by failure to use the Licensed Products as specified in the Documentation or any modifications made to any Licensed Product by or on behalf of a party other than Licensor. If such error or discrepancy is not resolved within thirty (30) days after Licensee's

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written notice to Licensor, then Licensee as its sole remedy may (a) extend the correction period to a date which is agreeable to Licensor and Licensee or (b) return all copies of the Licensed Products to Licensor with a certification by an authorized representative of Licensee that all copies have been returned to Licensor or have been destroyed and that Licensee has not retained any copies thereof and Licensor shall refund to Licensee the amount paid by Licensee to Licensor for such Licensed Products. Licensee shall pay for all services rendered by Licensor in connection with the Licensed Products or Documentation that are not covered or at that time are no longer covered by the warranty described in this Agreement.

Section 12.4 EXCLUSIVE REMEDIES. THE REMEDIES SPECIFIED ABOVE SHALL BE THE SOLE AND EXCLUSIVE REMEDIES OF LICENSEE REGARDING THE LICENSED PRODUCTS. LICENSOR SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, EXPRESS, RAPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SPECIFICALLY MAKES NO REPRESENTATIONS REGARDING THE SUITABILITY OF THE LICENSED PRODUCTS FOR THE REQUIREMENTS OF ANY REDISTRIBUTOR. OR CUSTOMER CONCERNING CAPACITY, INTERCONNECTIVITY, EXPANDABILITY OR PERFORMANCE.

ARTICLE 13 LIABILITY

Section 13.1 LIMIT OF LIABILITY. Licensor's total liability to Licensee under any provision of this Agreement shall be limited to the amount actually paid by Licensee to Licensor for the Licensed Product giving rise to the liability. The existence of claims or suits against more than one Licensed Product shall not enlarge or extend the limit. The parties to this Agreement acknowledge that each of them relied upon the inclusion of this limitation in consideration of entering into this Agreement. IN NO EVENT SHALL A PARTY TO THIS AGREEMENT BE LIABLE TO THE OTHER PARTY TO THIS AGREEMENT FOR ANY SPECIAL, INDIRECT,

INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE, OR INABILITY TO USE, THE LICENSED PRODUCTS OR ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LMTED TO LOSS OF PROFIT OR OTHER MONETARY LOSS, LOSS OR INTERRUPTION OF DATA OR CONTUTER TIME, ALTERATION OR ERRONEOUS TRANSNUSSION OF DATA OR PROGRAM ERRORS, EVEN IF SUCH PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

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ARTICLE 14 TERM AND TERMINATION

Section 14.1 TERM. This Agreement shall be effective until the earlier of (a) its termination in accordance with the provisions of this Article 14 or (b) the date that is two (2) years after the date of this Agreement; provided, however, that this Agreement will renew automatically for successive terms of one (1) year each unless a party to this Agreement delivers written notice of termination to the other party to this Agreement at least sixty (60) days prior to the end of the original or any renewal term or the parties to this Agreement do not agree in writing to the Quota Amount referred to in subsection 14.2(b)(1) for any one (1) year renewal term at least sixty (60) days prior to the commencement of such term.

Section 14.2 TERMINATION.

(a) Either party to this Agreement may terminate this Agreement:

(1) Immediately upon written notice if the other party to this Agreement becomes insolvent, is the subject of a petition in bankruptcy that is not resolved within thirty (30) days, admits in writing its inability to pay its debts, makes an assignment for the benefit of creditors, ceases doing business or attempts an unauthorized assignment of this Agreement; or

(2) Immediately upon written notice if the other party to this Agreement performance of any obligation under this Agreement, including failure to promptly pay any amount due hereunder, and fails to cure such default within thirty (30) days after delivery of written notice specifying the default (with any termination as a result of Licensee's failure to pay amounts due under this Agreement resulting in the acceleration of Licensee's obligation to pay all sums due to Licensor under this Agreement).

(b) Licensor may terminate this Agreement:

(1) Upon ninety (90) days prior written notice if Licensee does not enter into Sublicenses and other agreements relating to the Licensed Products with Redistributors and Customers that result in fees payable to Licensor hereunder in an aggregate amount equal to or greater than the Quota Amount for any year during the term hereof. As used herein, the term Quota Amount means $50,000 for each of the first and second years of the original term of this Agreement and an amount agreed to in writing by the parties hereto in respect of any subsequent one year renewal term (provided that such amount equals or exceeds $50,000). If Licensor fails to deliver notice of termination pursuant to this subsection 14.2(b)(1) within six (6) months after the end of the term to which such termination relates, Licensor will be deemed to have waived such termination right in respect of such term (but not in respect of subsequent terms); or

(2) Upon thirty (30) days prior written notice if Licensee enters into an agreement or other arrangement relating to the merger of Licensee with another entity, the acquisition of the majority of Licensee's issued and outstanding capital stock or the acquisition of substantially all of the assets of Licensee.

Section 14.3 DUTIES UPON TERMINATION. Upon the termination or expiration of the term of this Agreement, the parties shall have the following rights and obligations:

(a) Within five (5) days of written demand by Licensor to Licensee, Licensee shall return or destroy all copies of the Licensed Products and any materials associated with the Licensed Products in Licensee's possession or control, except that Licensee may retain sufficient copies of the Master Copy of each Licensed Product in object code form to enable Licensee to meet its maintenance and support obligations to its Customers, if any.

(b) Licensee immediately shall cease any use, reproduction, sublicensing or distribution of the Licensed Products or the Documentation.

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(c) Within five (5) days of Licensor's written request, Licensee shall certify in a writing reasonably acceptable to Licensor that except as set forth in this Agreement all copies of the Licensed Products and related material have been delivered to Licensor, destroyed or rendered unusable.

(d) Licensee shall not use any Licensed Product or Documentation as part of any other product that Licensee may use, sublicense or distribute

and Licensee shall cease any use of the Marks associated with the Licensed Products or Documentation.

(e) All valid Redistributor Agreements and Sublicenses by and between Licensee and any Redistributors and Customers will remain and continue in full force and effect for the remainder of their respective terms, and at Licensor's option Licensee shall assign to Licensor its rights in such agreements with respect to the Licensed Products or Documentation; provided that if Licensor fails to provide reasonable support to any Redistributor or Customer, Licensee may support such Redistributor or Customer without payment of fees to Licensor.

(f) Licensee promptly shall account for and pay to Licensor all amounts due and owing pursuant to the terms of this Agreement and provide Licensor with all outstanding reports due under this Agreement.

(g) Licensee immediately shall cease holding itself out as having any connection with any Licensed Product or Licensor, unless Licensee at that time has a connection with Licensor by reason other than this Agreement.

(h) Licensee shall report to Licensor in reasonable detail the status of all negotiations with prospective Redistributors and Customers or leads to prospective Redistributors and Customers and all services which Licensee is obligated to provide to any Redistributors or Customers.

Section 14.4 RIGHTS NOT EXHAUSTIVE. The fights and remedies of Licensor included in this Article 14 shall not be exclusive and are in addition to any other rights and remedies provided by law or equity.

Section 14.5 SURVIVAL. The provisions of Articles 9, 10 and 11, Section 7.5 and this Section 14.5 and all obligations of Licensee to pay any amounts to Licensor under this Agreement will survive the termination of this Agreement.

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ARTICLE 15 GENERAL

Section 15.1 NATURE OF RELATIONSHIP. The relationship existing between Licensee and Licensor is one of an independent contractor, and this Agreement shall not be construed as creating a partnership, joint venture, agency relationship or as granting a franchise under federal or any state law. Each of Licensee and its officers, employees or other representatives shall not enter into or attempt to enter into any obligation on behalf of Licensor. Licensee shall not make any representations to any Redistributors or Customers with respect to the Licensed Products and Documentation, including without limitation representations as to any warranty, covenant or other terms or conditions relating to licensing of the Licensed Products, unless such representations are made (a) in strict accordance with this Agreement or (b) with the prior written consent of Licensor.

Section 15.2 NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed delivered (i) when delivered if delivered personally or by overnight courier or telecopier with proof of delivery or (ii) three (3) days after such communication is deposited in the United States mail with postage prepaid, if delivered, if mailed by registered or certified mail (return receipt requested) to the parties to this Agreement at the following addresses (or at such other address for a party as shall be specified by like notice):

(a) if to Licensor, to

Peregrine/Bridge Transfer Corporation 14141 Southwest Freeway, Suite 6200 Sugar Land, Texas 77478 Attn: President

and

(b) if to Licensee, to

Neon Systems, Inc. 14141 Southwest Freeway, Suite 6200 Sugar Land, Texas 77478 Attn: President

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Section 15.3 INTERPRETATION. When a reference is made in this Agreement to an Article, Section, subsection or Exhibit, such reference shall be to an Article, Section, subsection or Exhibit of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words include, includes or including are

used in this Agreement, such term shall be deemed to be followed by the words without limitation. All accounting terms not defined in this Agreement shall have the meanings determined by generally accepted accounting principles.

Section 15.4 COUNTERPARTS This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties to this Agreement and delivered to the other parties to this Agreement, it being understood that all such parties need not sign the same counterpart. For purposes hereof, delivery shall be deemed effective upon exchange of signed copies of this Agreement by facsimile, provided that originally signed counterparts of this Agreement are transmitted promptly to the other parties hereto.

Section 15.5 ENTIRE AGREEMENT, THIRD PARTY BENEFICIARIES. This Agreement (including the documents and instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof and (b) is not intended to confer upon any person (including any Redistributor or Customer) other than the parties hereto any rights or remedies hereunder, except as provided in Article 9.

Section 15.6 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE SIATE OF TEXAS.

Section 15.7 ASSIGNMENT. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other party to this Agreement; provided, however, that Licensor may assign this Agreement to a subsidiary or entity controlling, controlled by or under common control with Licensor. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be to this Agreement and their respective successors and permitted assigns.

Section 15.8 SEVERABILITY. If any provision of this Agreement, or any portion of any provision hereof, shall be deemed invalid or unenforceable pursuant to a final determination of any court of competent jurisdiction or as a result of future legislative action, such determination or action shall be construed so as not to affect the validity or enforceability hereof and shall not affect the validity or effect of any other portion hereof

Section 15.9 AMENDMENT. This Agreement may be amended only by a written instrument duly signed by each of the parties hereto.

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Section 15.10 WAIVER. Any of the terms, covenants, representations, warranties or conditions of this Agreement may be waived only by a written instrument signed by the party to this Agreement waiving compliance. No waiver by any party to this Agreement of any condition or breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term, covenant, representation or warranty set forth in this Agreement.

IN WITNESS WBEREOF, the parties hereto have executed this Agreement as of the date first above written.

LICENSOR: PEREGRINE/BRIDGE TRANSFER

By: /s/ Charles E Noell ---------------------------------- Name: Charles E Noell -------------------------------- Title: General Partner -------------------------------

LICENSEE:

NEON SYSTEMS, INC.

By: /s/ F. Joseph Backer ---------------------------------- Name: F. Joseph Backer -------------------------------- Title: CEO -------------------------------

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EXHIBIT B THE TERRITORY

The Territory included is worldwide.
[A]: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any warranty against defects or errors in technology, products, or services provided under the contract?

[Q]: EXHIBIT 10.8

[Certain confidential information has been omitted from this Exhibit 10.8 ------------ pursuant to a confidential treatment request filed with the Securities and Exchange Commission. The omitted information is indicated by the symbol *** at each place in this Exhibit 10.8 where the omitted information appeared in the ------------ original.]

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

This Co-Branding Agreement (this Agreement) dated March 15, 2000 (the Effective Date) is entered into between VerticalNet, Inc., a Pennsylvania corporation having a principal place of business at 700 Dresher Road, Suite 100, Horsham, Pennsylvania, 19044 (VerticalNet), and LeadersOnline, Inc. a Delaware corporation having a principal place of business at 18401 Von Karman Avenue, Suite 500, Irvine, California, 92612 (LeadersOnline) (each a Party and together the Parties).

BACKGROUND

WHEREAS, VerticalNet owns and operates a series of Online Communities (as defined below) that are accessible via the World Wide Web, each of which is designed to be an online gathering place for businesses of a certain type or within a certain industry; and

WHEREAS, LeadersOnline desires to advertise its job placement services (the LeadersOnline Services) on certain of VerticalNet's Online Communities through banner ads, newsletters and employer spotlights, to access VerticalNet's proprietary resume bank and to display and maintain a Link (as defined below) from the LeadersOnline Site (as defined below) to a VerticalNet Site (as defined below) to enable users of the LeadersOnline Site to access and utilize the VerticalNet Online Communities; and

WHEREAS, VerticalNet desires to permit LeadersOnline to advertise the LeadersOnline Services on certain of VerticalNet's Online Communities through banner ads, newsletters and employer spotlights, to allow LeadersOnline access to VerticalNet's proprietary resume bank and to create a Link from the LeadersOnline Site to a VerticalNet Site to enable users of the LeadersOnline Site to access and utilize the VerticalNet Online Communities.

NOW, THEREFORE, in consideration of the mutual covenants herein, and intending to be legally bound hereby, VerticalNet and LeadersOnline agree as follows:

I. DEFINITIONS

1.1. Affiliate shall mean, when used with reference to a Party, any individual or entity directly or indirectly controlling, controlled by or under common control with such Party. For purposes of this definition, control means the direct or indirect ownership of at least 50% of the outstanding voting power of a Party, or the right to control the policy decisions of such Party.

1.2. Banner shall mean a graphical image advertising a Party's Site that is posted on the other Party's Site in an area designated by the Party controlling the Site on which the image is posted, and containing a Link to the Site of the Party which purchased the Banner.

1.3. Career Center shall mean that area of the VerticalNet Online Communities designated by VerticalNet in which VerticalNet offers various employment related services to Users of the VerticalNet Sites, including resume posting, career information and Employer Spotlights.

1

1.4. Confidential Information shall mean, subject to the provisions of Section 9.2 [Exclusions], all proprietary and confidential information of a Party, including, without limitation, trade secrets, technical information, business information, sales information, customer and potential customer lists and identities, product sales plans, sublicense agreements, inventions, developments, discoveries, software, know-how, methods, techniques, formulae, data, processes and other proprietary ideas, whether or not protectable under patent, trademark, copyright or other areas of law, that the other Party has access to or receives. For purposes of this Agreement, this Agreement shall be considered Confidential Information.

1.5. Employer Spotlight shall mean a feature on the VeticialNet Sites containing company listings that Link to full-page company descriptions of employers actively recruiting candidates to fill open positions within their companies that is framed by VerticalNet Proprietary Features.

1.6. Home Page shall mean the first page presented when a User selects a Site or presence on the World Wide Web.

1.7. HR Site shall mean the VerticalNet Site located on the World Wide Web at HRHub.com, or any successor Sites thereto.

1.8. Intellectual Property shall mean any and all trade secrets, patents, copyrights, trademarks, service marks, URLs, trade dress, brand features, know- how and similar rights of any type under the laws of any applicable governmental authority, including, without limitation, all applications and registrations relating to any of the foregoing.

1.9. Intellectual Property Rights shall mean all rights in and to Intellectual Property, including, without limitation, all patent rights, copyrights, trademarks, service marks, know-how and trade secrets.

1.10. LeadersOnline Mark shall mean any trademark, service mark, trade name, domain name, design or logo of LeadersOnline or its Affiliates.

1.11. LeadersOnline Site shall mean the Site located at

Source: LEADERSONLINE INC, S-1/A, 4/27/2000

www.LeadersOnline.com (and any successor Site thereto).

1.12. LeadersOnline-VerticalNet Revenue shall mean the total gross fees received by LeadersOnline from VerticalNet-LeadersOnline Clients for the use of LeadersOnline Services, exclusive of taxes and expense reimbursements.

1.13. Link shall mean a link, including but not limited to a hyperlink, button or banner, that connects two Sites in a manner so that when a User clicks on the link, the User is transferred directly from one Site to a second Site.

1.14. Listing Page shall mean a page on the VerticalNet Site that contains a listing of all currently available VerticalNet Online Communities and Links to each of such Online Communities.

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1.15. Newsletter Ads shall mean an advertising message comprised of text describing LeadersOnline and its services that is placed in an email transmission containing employment related information supplied by VerticalNet that is transmitted to Users of the HR Site who have provided their email addresses to VerticalNet along with permission to transmit such messages to the email address.

1.16. Online Community shall mean a VerticalNet Site that acts as a comprehensive source of information, dialogue and commerce for a particular industry or service market.

1.17. Proprietary Feature shall mean any name, trademark, service mark, trade name, domain name, navigational element, copyright, or logo which is proprietary to LeadersOnline and/or VerticalNet, as appropriate.

1.18. Site shall mean a site located on the World Wide Web portion of the Internet.

1.19. Resume Bank shall mean a collection of resumes stored in electronic form that have been posted in Career Centers by Users of the VerticalNet Sites.

1.20. Term shall mean the Effective Date through June 15, 2001 and any Renewal Term (as defined in paragraph 7.4 herein.)

1.21. URL shall mean a universal resource locator used for the purpose of identifying a Site located on the Internet.

1.22. User shall mean a single person who accesses and views a Site whether directly from a web browser or through a Link.

1.23. User Data shall mean all data generated by an Internet server that relates to file requests, user identification, transaction logs, session times and other information regarding the Users directed to the LeadersOnline Site through the Banner Links or Employer Spotlight, generated or collected by or through the LeadersOnline Site, but excluding any information that relates or refers to a particular project of such User.

1.24. VerticalNet Branded Link shall mean a Link (including but not limited to a hyperlink, button or banner) containing a VerticalNet Mark that will take Users of the LeadersOnline Site to the Listing Page.

1.25. VerticalNet Mark shall mean any trademark, service mark, trade name, domain name, design or logo of VerticalNet.

1.26. VerticalNet-LeadersOnline Clients shall mean the clients of LeadersOnline that utilize the LeadersOnline Services and pay commissions or other fees to LeadersOnline for the use of its Services, and make initial contact with the LeadersOnline Site through a Link from a VerticalNet Site or through direct access to the LeadersOnline Site if such access was prompted by information presented in a Banner, Newsletter Ad or Employer Spotlight containing information about the LeadersOnline Services.

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1.27. VerticalNet Site shall mean a Site owned and operated by VerticalNet or a portion of such Site designated by VerticalNet.

2. VERTICALNET BRANDED LINK

2.1. Hosting and Maintenance. LeadersOnline shall be responsible for the hosting, display and maintenance of the VerticalNet Branded Link on the LeadersOnline Site. The VerticalNet Branded Link shall be located on the Home Page of the LeadersOnline Site and on the first page of each section of the Site, including the sections entitled Becoming a Member, Why You Should Join, How it Works, About LeadersOnline and Recruiter Information. The VerticalNet Branded Link shall be available on each of the foregoing pages as soon as reasonably practicable after the Effective Date, and throughout the Term. It shall be located in an area of the foregoing pages and in a size mutually agreeable to the Parties.

2.2. Mark License. VerticalNet hereby grants LeadersOnline a non-exclusive, nontransferable, royalty-free right and license for the Term of this Agreement to utilize a VerticalNet Mark in a form approved by VerticalNet for the design and display of the VerticalNet Branded Link.

2.3. Link License. VerticalNet hereby grants to LeadersOnline a non- exclusive, non-transferable, royalty-free right and license to link to the VerticalNet Site. The Link will access the Listing Page of the VerticalNet Site located at www.verticalnet.com.

3. BANNER/NEWSLETTER PURCHASE COMMITMENT.

3.1. Purchase Commitment. During the Term of this Agreement, LeadersOnline agrees to purchase from VerticalNet Banners and Newsletter Ads for a total price of at least *** ($***). All prices for such Banners and Newsletter Ads shall be offered to LeadersOnline at a ***% discount off of VerticalNet's then current prices for similar Banners or Newsletters Ads. All purchases shall be subject to VerticalNet's standard terms and conditions governing advertising on VerticalNet Sites.

3.2. Purchase Requirements. LeadersOnline agrees to purchase at least *** ($***) of such Banners and Newsletter Ads in each calendar quarter after the

Source: LEADERSONLINE INC, S-1/A, 4/27/2000

Effective Date (prorated for any partial quarters) until a total of $*** have been purchased, provided, the total dollar amount purchased by LeadersOnline in any calendar quarter shall not consist of greater than ***% (in dollars) of either Banners or Newsletter Ads until a total of $*** has been purchased.

3.3. Advertisement Placement. VerticalNet shall use commercially reasonable efforts to place a Banner purchased in accordance with Section 3.1 [Purchase Commitment] on the HR Site Home Page for a period of 6 months on a rotating, rather than fixed, basis. In addition, as part of the purchase commitment set forth in Section 3.1 [Purchase Commitment], VerticalNet shall provide LeadersOnline up to $*** worth of Banner placements on the Home Page of other VerticalNet Sites of LeadersOnline's choice. All Banner and Newsletter Ad placements shall be in locations mutually agreeable to the Parties, subject to space limitations and other contractual commitments of VerticalNet.

___________ *** Omitted pursuant to a confidential treatment request filed separately filed separately.

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4. EMPLOYER SPOTLIGHTS

4.1. Development. VerticalNet shall develop, host, display and maintain Employer Spotlights in each of its Online Communities containing information supplied by LeadersOnline. Each Employer Spotlight shall contain a LeadersOnline Mark, text information describing LeadersOnline and a hypertext Link to the LeadersOnline Site.

4.2. LeadersOnline Information. Upon execution of this Agreement, LeadersOnline shall supply VerticalNet with a graphical image in electronic form of its LeadersOnline Mark, a text file containing information describing LeadersOnline and the URL to which the hypertext Link shall be directed. VerticalNet shall use commercially reasonable efforts to launch the Employer Spotlights as soon as practicable after the Effective Date of this Agreement. VerticalNet may, in its sole discretion, reject or edit any text or other materials supplied by LeadersOnline for the creation of the LeadersOnline Employer Spotlights; provided that any edits will be subject to the prior approval of LeadersOnline. The design and appearance of the Employer Spotlights shall be determined by VerticalNet in its sole discretion.

4.3. Information License. LeadersOnline hereby grants VerticalNet a non- exclusive, nontransferable, royalty-free right and license for the Term of this Agreement to use, copy or modify the LeadersOnline Mark, text describing LeadersOnline and the URL address of the LeadersOnline Site for the design and display of the LeadersOnline Employer Spotlights, provided, VerticalNet shall not alter the appearance of the LeadersOnline Mark without the consent of LeadersOnline.

5. RESUME BANK

5.1. Access License. Subject to the limitations set forth in Section 5.2 [Restrictions] hereof, VerticalNet hereby grants to LeadersOnline a non-exclusive, nontransferable right and license to access the Resume Bank. The foregoing license shall be for the limited purpose of contacting individuals posting resumes on VerticalNet's Career Centers (Candidates) to inquire about interest in employment opportunities available through the LeadersOnline Services.

5.2. Restrictions. Any information concerning a Candidate contained in a resume included in the Resume Bank shall not be provided to any third party by LeadersOnline, including corporate Affiliates of LeadersOnline, without the written consent of the individual whose information would be disclosed. LeadersOnline shall limit contact with a Candidate to either one phone contact or one e-mail contact per calendar quarter, unless expressly agreed to by the Candidate. LeadersOnline shall immediately cease all contact upon the request of the Candidate. All information concerning a Candidate, whether in paper or electronic form, and whether originally contained in the Resume Bank or derived from information contained in the Resume Bank, shall be immediately returned to VerticalNet upon the termination of this Agreement. All information contained in the Resume Bank shall be handled by LeadersOnline in accordance with VerticalNet's standard Privacy Policy as it may be posted on the VerticalNet Sites from time to time. The foregoing restrictions shall cease to apply from and after the time that a Candidate registers through an online form or takes other affirmative action to become a member of the LeadersOnline Candidate Community.

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6. THE COMMERCIAL TERMS

6.1. Fees. As set forth in Section 6.2 [Payment of Fees], LeadersOnline shall pay to VerticalNet the following:

6.1.1. Slotting fees for the Employer Spotlights of $***;

6.1.2. Banner and Newsletter Ad sponsorship fees of $*** as provided in Section 3.1 [Purchase Commitment]; and

6.1.3. A license fee of $*** for access to the Resume Bank.

6.2. Payment of Fees. LeadersOnline shall pay the fees set forth in Section 6.1 [Fees] to VerticalNet as follows:

6.2.1. $*** upon the Effective Date of this Agreement;

6.2.2. $*** within 90 days after the Effective Date;

6.2.3. $*** within 180 days after the Effective Date;

6.2.4. $*** within 270 days after the Effective Date; and

6.2.5. $*** within 360 days after the Effective Date.

6.3. Revenue Sharing.

6.3.1. LeadersOnline shall pay VerticalNet *** percent (***%) of LeadersOnline- VerticalNet Revenue, payable to VerticalNet on or before the fifteenth day of the calendar month immediately following the month in which

Source: LEADERSONLINE INC, S-1/A, 4/27/2000

such revenue was received by LeadersOnline. Such payments shall be accompanied by a statement containing reasonable detail of the number of VerticalNet-Leaders Online Clients generated during the month, the type and number of transactions from which the LeadersOnline VerticalNet Revenue was derived, the total LeadersOnline VerticalNet Revenue for such period and the total fees payable to VerticalNet pursuant to this Section 6.3.1 [Revenue Sharing].

6.3.2. LeadersOnline shall pay VerticalNet a one time fee for each Candidate who is offered and accepts employment as a result of a contact made by LeadersOnline (each a Placement). The fee shall be payable upon receipt by LeadersOnline of its payment for the Placement, and shall be nonrefundable. Fees shall be based upon the annual salary (or hourly rate multiplied by 2080) of the Candidate accepting employment in the Placement in accordance with the following schedule:

6.3.2.1. $*** for Placements involving annual salaries of less than $***;

6.3.2.2. $*** for Placements involving annual salaries of $*** up to and including $***; and

___________ *** Omitted pursuant to a confidential treatment request filed separately.

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6.3.2.3. $*** for Placements involving annual salaries of $*** or greater.

6.3.3. VerticalNet shall institute procedures to track information of Users of the VerticalNet Sites that utilize a Link to access the LeadersOnline Site. LeadersOnline agrees to add a request in its standard registration form to identify those Users who have accessed the LeadersOnline Site based upon information contained in any promotional materials with respect to LeadersOnline on a VerticalNet Site, including any Banner, Newsletter Ad or Employer Spotlight identifying LeadersOnline, and to maintain such information in a form that can be examined by VerticalNet pursuant to Section 6.6 [Audits].

6.3.4. If government regulations prevent LeadersOnline from sharing any revenues associated with LeadersOnline Services, VerticalNet and LeadersOnline shall negotiate in good faith a compensation structure that seeks to provide VerticalNet with compensation equal to that set forth in Sections 6.3.1 [Revenue Sharing]. and 6.3.2.

6.4. Taxes. All payments required under this Agreement are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies and similar assessments. When applicable, such taxes shall appear as separate items on a Party's invoice or statement to the other Party. Payment of such taxes or charges shall be the responsibility of the Party whose obligation it is under this Agreement to make the payment in respect of which such taxes are assessed, excluding any taxes based upon the other Party's net income. In lieu thereof, a Party shall provide the other Party with a tax or levy exemption certificate acceptable to the taxing or levying authority.

6.5. Guaranteed Revenues. VerticalNet agrees to guarantee that, during the initial Term of this Agreement, LeadersOnline shall earn LeadersOnline- VerticalNet Revenue of at least *** Dollars ($***) (the Guaranteed Amount), subject to the provisions of this Section 6.5 [Guaranteed Revenues]. *** Within thirty (30) days after the end of the initial Term, LeadersOnline shall submit a statement showing a reasonably detailed accounting of the LeadersOnline-VerticalNet Revenue received during the initial Term (or earned during the initial Term and paid within 30 days thereafter) along with payment of all such amounts up to the Guaranteed Amount. In the event this Agreement is terminated in accordance with Section 7.1 [DEFINITIONS], LeadersOnline shall make a payment of all amounts of LeadersOnline- VerticalNet Revenues received through the date of termination, up to the amount of the Guaranteed Amount ***.

6.6. Audits. During the 12 month period following the payment of any amount due under this Article 6, VerticalNet or its representative shall have the right to audit LeadersOnline's financial and other pertinent records relating to such payment in order to verify the amount of the payments owed and/or paid. If the amount owed by LeadersOnline to VerticalNet was underpaid, the additional amount owed shall be paid to VerticalNet within 15 days of notice of such underpayment to LeadersOnline. If the amount owed by LeadersOnline to VerticalNet was underpaid in excess of 10% of the amount owed, the fees of such audit shall also be paid to VerticalNet within 15 days of notice of such to LeadersOnline. If the amount owed by LeadersOnline to

___________ *** Omitted pursuant to a confidential treatment request filed separately.

7

VerticalNet was overpaid, the excess amount paid shall be returned by VerticalNet within 15 days of notice of such overpayment. VerticalNet shall give reasonable advance notice to LeadersOnline of such audit and each audit shall be conducted in a manner that does not cause unreasonable disruption to the conduct of business by LeadersOnline. The results of any such audit shall be deemed to be Confidential Information and may not be disclosed by either Party or its certified public accountants except as may be necessary to enforce such Party's rights. Any dispute as to the amount of an underpayment or overpayment shall be resolved in accordance with Article 8, below.

6.7. Interest. All payments not paid by the date such payments are due shall bear interest from the due date to the date payments are actually paid at the lower of (a) 1% per month or (b) the maximum rate permitted by law.

7. TERMINATION AND RENEWAL.

7.1. Either Party may terminate this Agreement immediately upon written notice to the other Party in the event of any material breach of a term of this Agreement by such other Party that remains uncured 30 days after notice of such breach was received by such other Party or, if the breach is not reasonably capable of cure within 30 days, such longer period, not to exceed 60 days, so long as the cure is commenced within the 30-day period and thereafter is diligently prosecuted to completion as soon as possible and in any event within 60 days.

Source: LEADERSONLINE INC, S-1/A, 4/27/2000

7.2. Upon termination or expiration of this Agreement, (i) LeadersOnline shall no longer have the right to use any VerticalNet Mark, (ii) VerticalNet shall no longer have the right to use any LeadersOnline Mark; (iii) all Links between the VerticalNet Sites and the LeadersOnline Site shall be removed; (iv) VerticalNet shall remove all LeadersOnline Employer Spotlights from its Sites; (v) VerticalNet shall cease displaying or transmitting all Banners and Newsletter Ads of LeadersOnline; and (vi) LeadersOnline shall return all information concerning Candidates in accordance with Section 5.2 of this Agreement.

7.3. Following expiration or termination of this Agreement, the terms and provisions of Section 6 above shall continue to govern LeadersOnline's payment obligations. Following termination, LeadersOnline shall provide VerticalNet with a final accounting with respect to this Agreement and tender payment of amounts due under Section 6 at the next scheduled payment date. LeadersOnline shall be obligated to pay VerticalNet the fees set forth in Section 6.3.2 [Revenue Sharing] for any Placement that occurs within six (6) months following termination of this Agreement.

7.4. LeadersOnline shall have the option, subject to VerticalNet's approval exercised in its sole and absolute discretion, to extend the Term of this Agreement for an additional 12 months (a Renewal Term) on such terms and conditions as may be mutually agreed upon by the Parties. To exercise this option, LeadersOnline must notify VerticalNet in writing of its election no later than 90 days prior to the expiration of the initial Term. Unless VerticalNet notifies LeadersOnline of its intention to extend the initial Term of this Agreement for an additional year within 30 days of receiving such notice the Agreement shall terminate in accordance with the terms hereof.

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8. DISPUTE RESOLUTION

8.1. Negotiation and Escalation. If any controversy or claim arises relating to this Agreement, the Parties will attempt in good faith to negotiate a solution to their differences, including progressively escalating any controversy or claim through senior levels of management. If negotiation does not result in a resolution within 30 days of the date one Party first notifies the other of the controversy or claim, either Party may resort to arbitration under Section 8.2 [Arbitration].

8.2. Arbitration. Any controversy or claim between the Parties concerning any breach or alleged breach of this Agreement or performance or nonperformance of any obligation under this Agreement or otherwise with respect to this Agreement which cannot be resolved by negotiation will be resolved by binding arbitration under this Section 8.2 [Arbitration] and the then-current Commercial Rules and supervision of the American Arbitration Association (the AAA). If any part of this Section 8.2 [Arbitration] is held to be unenforceable, it will be severed and will not affect either the duty to arbitrate or any other part of this Section 8.2 [Arbitration]. The arbitration will be held in Philadelphia, Pennsylvania, before a sole disinterested arbitrator who is knowledgeable in business information and the Internet and experienced in handling commercial disputes. The arbitrator shall be appointed jointly by the Parties hereto within 30 days following the date on which the arbitration is instituted. If the Parties are unable to agree upon the arbitrator within such 30-day period, the AAA shall be instructed to select such arbitrator within 15 days thereafter. The arbitrator's award will be final and binding and may be entered in any court having jurisdiction. The arbitrator will not have the power to award punitive or exemplary damages, or any damages excluded by, or in excess of, any damage limitations expressed in this Agreement. Issues of arbitrability will be determined in accordance solely with the federal substantive and procedural laws relating to arbitration; in all other respects, the arbitrator will be obligated to apply and follow the substantive law of the Commonwealth of Pennsylvania.

8.3. Equitable Relief. Notwithstanding anything to the contrary in this Agreement, in the event of an alleged violation of Article 9 of this Agreement by either Party, the Party alleging such a violation may seek temporary and permanent injunctive or other appropriate equitable relief from any court of competent jurisdiction pending appointment of an arbitrator. The Party requesting such relief shall simultaneously file a demand for arbitration of the dispute, and shall request that the AAA proceed under its rules for an expedited hearing.

8.4. Costs. Unless the arbitrator, if any, determines otherwise, each Party will bear its own attorneys' fees and other costs associated with the negotiation and arbitration provided for by this Article 8, except that costs and expenses of the arbitrator shall be shared equally. If court proceedings to stay litigation or compel arbitration are necessary, the Party who unsuccessfully initiates or opposes such proceedings will pay all associated costs, expenses and attorneys' fees that are reasonably incurred by the other Party. To the extent that any claim in arbitration relates to the collection of amounts owed under Article 6, the Party entitled to collect such amounts shall be entitled to recover all reasonable costs of collection, including expenses and attorneys' fees that are reasonably incurred.

8.5. Two Year Limitation. Except for claims under Sections 11.4 [Indemnification by LeadersOnline] and 11.5 [Indemnification by VerticalNet] hereof, neither Party may bring a claim or action regardless of form, arising out of or related to

9

this Agreement, including any claim of fraud or misrepresentation, more than two years after the cause of action accrues or becomes known, whichever is later.

8.6. Confidentiality. In order to facilitate the resolution of controversies or claims between the Parties with respect to each Party hereto, such controversies or claims, including details regarding negotiations, arbitration and settlement terms, shall be treated as Confidential Information of the other Party hereto in accordance with Article 9.

8.7. Remedial Measures. In the event of (a) any material remediable breach of this Agreement by the other Party which remains uncured 30 days after notice of such breach (other than a breach of a payment obligation) was received by the other Party or (b) any material breach which cannot be cured, the non-breaching Party may take reasonable remediable measures upon prior written notice and at the cost and expense of the breaching Party without prejudice and in addition to any other rights arising from such breach. In addition, the non-breaching Party shall take reasonable steps to mitigate damages arising out of such breach.

Source: LEADERSONLINE INC, S-1/A, 4/27/2000

9. CONFIDENTIALITY

9.1. Confidentiality Obligations. Except as permitted elsewhere under this Agreement, each Party agrees to take Reasonable Steps (as defined below) (a) to receive and maintain the Confidential Information of the other Party in confidence and (b) not to disclose such Confidential Information to any third parties, provided, the receiving Party may disclose such Confidential Information to its employees, representatives and agents who have a need to know such information for purposes of carrying out the terms of this Agreement. Neither Party hereto shall use all or any part of the Confidential Information of the other Party for any purpose other than to perform its obligations under this Agreement. The Parties will take Reasonable Steps (as defined below) to ensure that their employees, representatives and agents comply with this provision. As used herein, Reasonable Steps means at least the same degree of care that the receiving Party uses to protect its own Confidential Information, and, in any event, no less than reasonable care.

9.2. Exclusions. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party at the time it was disclosed to the receiving Party, as evidenced by records of the receiving Party; (c) is independently developed by employees of the receiving Party who had no knowledge of or access to such information, as evidenced by records of the receiving Party; (d) is received from a third party who is under no obligation of confidentiality to the disclosing Party; or (e) must be disclosed pursuant to applicable laws, rules or regulations; provided, however, that the receiving Party first gives the disclosing Party notice and a reasonable opportunity to secure confidential protection of such Confidential Information.

9.3. Termination. Subject to Section 12.12 [Survival], upon termination of this Agreement, all Confidential Information shall be returned to the disclosing Party or, at the request of the disclosing Party, destroyed unless otherwise specified or permitted elsewhere under this Agreement. The confidentiality obligations contained in this Article 9 shall survive termination of this Agreement for a period of three (3) years.

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9.4. Injunction. Each Party acknowledges and agrees that the provisions of this Article 9 are reasonable and necessary to protect the other Party's interests in its Confidential Information, that any breach of the provisions of this Article 9 may result in irreparable harm to such other Party, and that the remedy at law for such breach may be inadequate. Accordingly, in the event of any breach or threatened breach of the provisions of this Article 9 by a Party hereto, the other Party, in addition to any other relief available to it at law, in equity or otherwise, shall be entitled to seek temporary and permanent injunctive relief restraining the breaching Party from engaging in and/or continuing any conduct that would constitute a breach of this Article 9, without posting a bond or other security.

9.5. Publicity. Except as may be required by law in which case a party will provide as much advance notice as reasonably possible, neither Party will originate any press release concerning the relationship between the Parties or the transactions described in this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, as soon as reasonably practicable following the Effective Date, VerticalNet and LeadersOnline shall jointly issue a press release with respect to entering into this Agreement.

9.6. User Data. LeadersOnline shall provide VerticalNet with User Data on each User that enters the LeadersOnline Site through a Link from a VerticalNet Site and submits information through the LeadersOnline Site by sending an email with such information to an email address designated by VerticalNet at the time the request occurs. User Data shall be maintained by each Party as Confidential Information of the other Party during the Term and 5 years thereafter, provided such User Data may be disclosed only as part of an aggregation or analysis of all User Data but not as independent data. Upon termination of the Agreement, VerticalNet and LeadersOnline shall jointly own all User Data. Neither Party shall use the User Data other than in accordance with the VerticalNet privacy policy and all applicable laws during the Term and thereafter.

10. REPRESENTATIONS AND WARRANTIES

10.1. Representations and Warranties. Each Party hereby represents, covenants and warrants that:

10.1.1. It has the corporate power to enter into this Agreement and to grant the rights and licenses granted herein and to otherwise perform this Agreement;

10.1.2. It is not a Party to any agreement or understanding and knows of no law or regulation that would prohibit it from entering into and performing this Agreement or that would conflict with this Agreement;

10.1.3. When executed and delivered by it, this Agreement will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with this Agreement's terms, except as enforcement may be limited by laws or regulations relating to bankruptcy, insolvency and creditors rights or by principles of equity; and

10.1.4. To the best of its knowledge, its own Site and any information or materials supplied to the other Party hereunder does not and will not (i) contain any

11

known viruses, Trojan Horse, worm or harmful code the purpose of which is to disable or interrupt the operating of a computer system or destroy, erase or otherwise harm any data, software or hardware, (ii) contain any false, misleading, libelous or defamatory statements, (iii) constitute an invasion of the rights of privacy or publicity of any third party, (iv) violate any applicable laws, rules and regulations or (v) infringe, violate or misappropriate any Intellectual Property Rights of any third party.

11. DISCLAIMER OF WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION.

Source: LEADERSONLINE INC, S-1/A, 4/27/2000

11.1. Disclaimer of Warranties by VerticalNet. EXCEPT AS EXPRESSELY SET FORTH IN THIS AGREEMENT, VERTICALNET HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE VERTICALNET SITES AND ALL MATERIALS CONTAINED THEREIN OR PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VERTICALNET EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AS TO THE USER INTERFACE OR USER EXPERIENCE ASSOCIATED WITH THE VERTICALNET SITES AND RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THE PLACEMENT OF ALL LINKS, URLS AND PROPRIETARY FEATURES; PROVIDED, HOWEVER, THAT IN THE EVENT VERTICALNET REDESIGNS THE USER INTERFACE, SUCH LINKS, URLS AND PROPRIETARY FEATURES SHALL RECEIVE PLACEMENT SUBSTANTIALLY SIMILAR TO THE ORIGINAL DESIGN.

11.2 Disclaimer of Warranties by LeadersOnline. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LEADERSONLINE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE LEADERSONLINE SITE AND ALL MATERIALS CONTAINED THEREIN OR PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LEADERSONLINE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AS TO THE USER INTERFACE OR USER EXPERIENCE ASSOCIATED WITH THE LEADERSONLINE SITE AND RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THE PLACEMENT OF ALL LINKS, URLS AND PROPRIETARY FEATURES; PROVIDED, HOWEVER, THAT IN THE EVENT LEADERSONLINE REDESIGNS THE USER INTERFACE, SUCH LINKS, URLS AND PROPRIETARY FEATURES SHALL RECEIVE PLACEMENT SUBSTANTIALLY SIMILAR TO THE ORIGINAL DESIGN.

11.3. Limitation of Liability. EXCEPT IN CONNECTION WITH A BREACH BY EITHER PARTY OF ARTICLE 9 OR SECTION 10.1.4 [Representations and Warranties] (v) AND THE INDEMNIFICATION OBLIGATIONS OF LEADERSONLINE UNDER SECTION 11.4(i)(c) [Indemnification by LeadersOnline] AND THE INDEMNIFICATION OBLIGATIONS OF VERTICALNET UNDER SECTION 11.5(i)(c) [Indemnification by VerticalNet], NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY

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OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.4. Indemnification by LeadersOnline. Subject to Section 11.6 [Procedure], LeadersOnline shall (i) defend at its sole expense VerticalNet and its officers, directors, employees and agents from and against any action, suit, proceeding or investigation brought by a third party and caused by, relating to, based upon, arising out of or in connection with (a) any breach by LeadersOnline of the representations, warranties or agreements made by it under this Agreement, (b) negligence, recklessness or intentional misconduct on the part of LeadersOnline or its officers, directors, employees, agents or consultants, or (c) any claim that any portion of the LeadersOnline Site or any materials provided to VerticalNet pursuant to this Agreement violates, infringes or misappropriates any Intellectual Property Right of any third party and (ii) pay all authorized costs, expenses and disbursements incurred in such defense, and any damages, liabilities, obligations, penalties or judgments awarded in any such action, or any settlement amount agreed to by LeadersOnline.

11.5. Indemnification by VerticalNet. Subject to Section 11.6 [Procedure], VerticalNet shall (i) defend at its sole expense LeadersOnline and its officers, directors, employees and agents from and against any action, suit, proceeding or investigation brought by a third party, caused by, relating to, based upon, arising out of or in connection with (a) any breach by VerticalNet of the representations, warranties or agreements made by it under this Agreement, (b) negligence, recklessness or intentional misconduct on the part of VerticalNet or its officers, directors, employees, agents or consultants, or (c) any claim that any portion of the VerticalNet Site or any materials provided by VerticalNet to LeadersOnline pursuant to this Agreement violates, infringes or misappropriates any Intellectual Property Right of any third party and (ii) pay all authorized costs, expenses and disbursements incurred in such defense, and any damages, liabilities, obligations, penalties or judgments awarded in any such action, or any settlement amount agreed to by VerticalNet.

11.6. Procedure. If any action shall be brought against a Party in respect to which indemnity may be sought from the other Party pursuant to the provisions of this Article 11, the Party seeking indemnity (the Indemnitee) shall follow the procedures in this Section. If an Indemnitee receives any notice of a claim or other allegation with respect to which the other Party (the Indemnitor) has an obligation of indemnity hereunder, then the Indemnitee will, as soon as reasonably possible after receipt of such notice, give the Indemnitor written notice of such claim or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. The Indemnitee will not make any payment or incur any costs or expenses with respect to such claim, except as requested by the Indemnitor or as necessary to comply with this procedure. The Indemnitee will not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the case. The Indemnitor shall immediately assume the full control of the defense or settlement of such claim or allegation, including the selection and employment of counsel, and shall pay all authorized costs and expenses of such defense. The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the claim. The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the claim; provided that the Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee, except to the extent authorized by the Indemnitor pursuant to this procedure. The

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Indemnitor will not agree to any settlement that does not include a complete release of the Indemnitee.

11.7. Essential Part of Bargain. The Parties acknowledge that the disclaimers and limitations set forth in this Article 11 are an essential element of this Agreement between the Parties and that the Parties would not have entered into this Agreement without such disclaimers and limitations.

12. MISCELLANEOUS

12.1. Intellectual Property.

12.1.1. Except for the express rights granted to LeadersOnline under this Agreement, LeadersOnline acknowledges and agrees that the Intellectual Property of VerticalNet is and shall remain the sole property of VerticalNet and nothing in this Agreement shall confer in LeadersOnline any right of ownership or license rights in VerticalNet's Intellectual Property, including all

Source: LEADERSONLINE INC, S-1/A, 4/27/2000

Intellectual Property arising from or created as a result of VerticalNet's performance of its obligations under this Agreement. In addition, LeadersOnline shall not now or in the future contest the validity of VerticalNet's ownership of its Intellectual Property; provided, however, that LeadersOnline may contest the validity of VerticalNet's Intellectual Property in any proceeding brought against LeadersOnline alleging infringement or misappropriation of VerticalNet's Intellectual Property.

12.1.2. Except for the express rights granted to VerticalNet under this Agreement, VerticalNet acknowledges and agrees that the Intellectual Property of LeadersOnline is and shall remain the sole property of LeadersOnline and nothing in this Agreement shall confer in VerticalNet any right of ownership or license rights in LeadersOnline's Intellectual Property, including all Intellectual Property arising from or created as a result of LeadersOnline's performance of its obligations under this Agreement. In addition, VerticalNet shall not now or in the future contest the validity of LeadersOnline's ownership of its Intellectual Property; provided, however, that VerticalNet may contest the validity of LeadersOnline's Intellectual Property in any proceeding brought against VerticalNet alleging infringement or misappropriation of LeadersOnline's Intellectual Property.

12.2. Parallel Agreement. VerticalNet agrees that during the term of this Agreement, it shall not enter into an agreement with Futurestep, Inc. to provide promotional opportunities to Futurestep throughout all of the VerticalNet Online Communities, nor enter into any agreement with Futurestep, Inc. for the joint marketing of each other's Sites or services.

12.3. Governing Law. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law provisions. Subject to the provisions of Section 8, both Parties consent and submit to the exclusive personal jurisdiction of the United States District Courts and the state courts of the Commonwealth of Pennsylvania in and for Montgomery County, Pennsylvania

12.4. No Assignment. Except as otherwise set forth herein, neither Party shall transfer, assign or cede any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of the other Party,

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which consent may be withheld at the other Party's reasonable business discretion; provided, however, that VerticalNet may transfer this Agreement without the prior written consent of LeadersOnline to an Affiliate of VerticalNet, or to the surviving Party in a merger or consolidation, or to a purchaser of all or substantially all of its assets.

12.5. Good Faith. The Parties undertake to display to each other the utmost good faith, consistent with their respective rights and obligations set forth in this Agreement.

12.6. Independent Contractors. In connection with this Agreement, each Party is an independent contractor. This Agreement does not, and shall not be construed to, create an employer-employee, agency, joint venture or partnership relationship between the Parties. Neither Party shall have any authority to act for or to bind the other Party in any way, to alter any of the terms or conditions of any of the other Party's standard forms of invoices, sales agreements, warranties or otherwise, or to warrant or to execute agreements on behalf of the other or to represent that it is in any way responsible for the acts, debts, liabilities or omissions of the other Party.

12.7. Notices. All notices, reports, payments and other communications required or permitted to be given under this Agreement (each, a Notice) shall be in writing and shall be given either by personal delivery against a signed receipt, by express delivery using a nationally recognized overnight courier, or by facsimile. All Notices shall be properly addressed as follows, or to such other addresses as may be specified in a Notice given hereunder:

If to VerticalNet:

Attn: General Counsel or Chief Financial Officer VerticalNet, Inc. 700 Dresher Road, Suite 100 Horsham, Pennsylvania 19044 Tel No.: (215) 315-3200 Fax No.: (215) 784-1960 Email: legal@verticalnet.com

with a copy to:

Michael J. Hagan Executive Vice President VerticalNet, Inc. 700 Dresher Road, Suite 100 Horsham, Pennsylvania 19044 Phone No.: (215) 315-3115 Fax No.: (215) 784-1960 Email: MHagan@verticalnet.com

If to LeadersOnline:

Michael T. Christy LeadersOnline, Inc.

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18401 Von Karman Ave. Suite 500 Irvine, California 92612 Phone No.: (949) 752-1000 Fax No.: (949) 752-1085

with a copy to:

Ronald S. Beard, Esq. Gibson, Dunn & Crutcher LLP Jamboree Center, 4 Park Plaza

Source: LEADERSONLINE INC, S-1/A, 4/27/2000

Irvine, CA 92614 Phone No.: (949) 451-4089 Fax No.: (949) 475-4730

A Notice shall be deemed to be effective upon personal delivery or, if sent via overnight delivery, upon receipt thereof. A Notice sent via facsimile is deemed effective on the same day (or if such day is not a business day, then on the next succeeding business day) if such facsimile is sent before 3:00 p.m. prevailing Eastern Time and on the next day (or if such day is not a business day, then on the next succeeding business day) if such Notice is sent after 3:00 p.m. prevailing Eastern Time.

12.8. Amendment or Modification. No subsequent amendment, modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the Parties.

12.9. Entire Agreement. This Agreement sets out the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, proposals, arrangements and communications, whether oral or written, with respect to the subject matter hereof.

12.10. Severability. If any term or provision of this Agreement is held by a tribunal of competent jurisdiction to be illegal, invalid, or otherwise unenforceable in any jurisdiction, then to the fullest extent permitted by law (a) the same shall not affect the other terms or provisions of this Agreement, (b) such term or provision shall be deemed modified to the extent necessary in the tribunal's opinion to render such term or provision enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest extent the intent and agreements of the Parties set forth herein and (c) such finding of invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such term or provision in any other jurisdiction.

12.11. No Waiver. Failure to enforce any term of this Agreement is not a waiver of future enforcement of that or any other term. No term or provision of this Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and signed by the Party against whom enforcement of such waiver or excuse is sought.

12.12. Survival. Sections 5.2 [Restrictions], , 6.6, 6.7, 7.2, 7.3, 12.1, 12.3, 12.5, 12.6, 12.7, 12.9, 12.10, 12.11, 12.12, 12.14, 12.16 and 12.17 and Articles 8, 9, 10, 11, any payment obligations of the

16

Parties hereunder accruing prior to the date of termination; and any other provision herein expressly surviving termination or necessary to interpret the rights and obligations of the Parties in connection with the termination of the Term of this Agreement will survive the termination or expiration of this Agreement.

12.13. No Third Party Beneficiaries. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the Parties and their permitted successors and assigns.

12.14. Waiver of Jury Trial. Each Party hereby irrevocably waives all rights a Party may have to a trial by jury in any legal action or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby.

12.15. Titles. The headings appearing at the beginning of the Sections contained in this Agreement have been inserted for identification and reference purposes only and shall not be used to determine the construction or interpretation of this Agreement. The nomenclature of the defined terms in this Agreement shall only be used for the construction of this Agreement, and are not to be used for any other purpose, including, but not limited to, interpretation for accounting purposes.

12.16. Force Majeure. Neither Party shall be held to be in breach of this Agreement by reason of a force majeure event, including, but not limited to, act of God, delay in transportation, fire, flood, earthquake, storm, war, act of a public enemy, civil commotion or any law, rule, regulation, order or other action by any public authority or any other matter reasonably beyond a Party's control. To the extent failure to perform is caused by such a force majeure event, such Party shall be excused from performance hereunder so long as such event continues to prevent such performance, and provided the non-performing Party takes all reasonable steps to resume full performance, provided further that if such delay in performance exceeds 60 days, the other Party may terminate this Agreement upon written notice to the non-performing Party.

12.17. Compliance with Laws. Each Party shall comply with all prevailing laws, rules and regulations and obtain all necessary approvals, consents and permits required by the applicable agencies of the government of the jurisdictions that apply to its activities or obligations under this Agreement.

12.18. Execution in Counterparts, Facsimiles. This Agreement may be executed in one or more counterparts, each of which when delivered to the other Party shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, bear the signatures of both Parties hereto. For the purposes hereof, a facsimile copy of this Agreement, including the signature pages hereto, shall be deemed an original.

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IN WITNESS WHEREOF, the Parties to the Agreement by their duly authorized representatives have executed this Agreement as of the date first written above.

VERTICALNET, INC. LeadersOnline, INC.

By: /s/ James W. McKenzie, Jr. By: /s/ Michael T. Christy --------------------------------- --------------------------------

Name: James W. McKenzie, Jr. Name: MICHAEL T. CHRISTY ------------------------------- ------------------------------

Source: LEADERSONLINE INC, S-1/A, 4/27/2000

Title: Sr. Vice President Title: PRESIDENT ------------------------------- ------------------------------

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Source: LEADERSONLINE INC, S-1/A, 4/27/2000
[A]: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty's ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

[Q]: Confidential treatment has been requested with respect to portions of this agreement as indicated by [***] and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Amendment #3 to the Manufacturing Agreement This Amendment #3 to the Manufacturing Agreement (this Amendment #3) is made effective as of December 21, 2017 (Amendment Effective Date), by and between ADMA BioManufacturing, LLC, a Delaware limited liability company, having a place of business at 5800 Park of Commerce Boulevard NW, Boca Raton, Florida 33487 USA (ADMA) and Sanofi Pasteur S.A., a company existing and organized under the laws of France (Sanofi Pasteur), having its registered head office at 14, espace Henry Vallee, 69007, Lyon, France. WHEREAS, ADMA (as successor-in-interest to Biotest Pharmaceuticals Corporation (BPC) and Sanofi Pasteur are parties to that certain Manufacturing Agreement, effective September 30, 2011, as previously amended (including by that certain Amendment #2 to the Manufacturing Agreement, effective as of August 1, 2016, by and between BPC and Sanofi Pasteur (Amendment #2)) (the Agreement) for the production of Rabies Fraction II Paste (the Product, as further defined in the Agreement) for Sanofi Pasteur from human plasma containing rabies antibodies; WHEREAS, BPC and Sanofi Pasteur are Parties to that certain Plasma Supply Agreement, effective January 20, 2009, as amended (the Plasma Supply Agreement), for the production of human Rabies Hyperimmune Plasma (Rabies Plasma) by BPC for Sanofi Pasteur to be used in the manufacturing of Rabies Immunoglobulin; WHEREAS, the Rabies Plasma manufactured by BPC under the Plasma Supply Agreement may be transferred to ADMA to be fractionated into Product under the Agreement; WHEREAS, ADMA and Sanofi Pasteur desire to further amend the Agreement in order to memorialize the amendment of certain provisions in the Agreement; NOW, THEREFORE, in consideration of the respective promises contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows: 1. All capitalized terms used and not defined in this Amendment shall have the meaning as set out in the Agreement. 2. The supply terms set forth in Section 1 of Amendment #2 (the Prior Supply Terms) are hereby deleted in their entirety. In their place, the Parties agree to the following (and Section 2.1 of the Agreement is hereby amended as needed to implement the following): Sanofi Pasteur agrees to purchase and ADMA to manufacture [***] Batches of Product, which Batches will be produced over a period from Q3 2018 to Q3 2019. Attached hereto as Exhibit A is a detailed supply plan provided to ADMA by Sanofi Pasteur (the Updated Supply Plan) that describes the agreed-upon timing for production of such Batches of Product, which supply plan is made an integral part hereof and shall be binding on the Parties. Prices for such [***] Batches of Product shall be in accordance with Section 3.2 of the Agreement (as amended in Amendment #2).

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Confidential treatment has been requested with respect to portions of this agreement as indicated by [***] and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The Parties agree to amend the Agreement to impose on ADMA an obligation to supply a minimum of [***] Batches of Product for that period stalling from Q4 2018 up to Q4 2019, as further specified in Exhibit A attached hereto. Should ADMA fail to supply a minimum of [***] Batches of Product (the Minimum Volume) of Product during the time period as specified in this Amendment #3, ADMA agrees that Sanofi Pasteur shall be entitled to obtain from ADMA as liquidated damages, and not a penalty, amounting to $[***] ([***]) USD. ADMA accepts and declares that the amount of the liquidated damages is a fair and equitable compensation, and not a penalty, for such failure in reaching the volume commitment within the timelines agreed herein and in regard to the value and use of the Source Plasma. In addition to the Minimum Volume of Product to be manufactured by ADMA, should ADMA deliver the Minimum Volume of Product but fail to meet the Updated Supply Plan as provided in Exhibit A as attached hereto and made an integral part hereof, then it is agreed upon by the Parties that ADMA shall pay to Sanofi Pasteur an amount equal to $[***] ([***]) USD for each Batch of Product that is less than the agreed upon quantity in Exhibit A, as liquidated damages, and not as a penalty. The foregoing liquidated damages [***] respect to the [***] within the [***] agreed in this Amendment #3. [***] not be entitled to [***] by this Agreement as a result of [***], including without limitation [***]. Notwithstanding the foregoing, [***], sections 6.1 and 6.2 of the Agreement [***]. 3. Furthermore, should ADMA's compliance status under the FDA Warning Letter be escalated, and if such consequence limits ADMA's ability to supply the Batches of Product as specified in this Amendment #3 and the Updated Supply Plan or in case of failure by ADMA to supply any Batch of Product under this Amendment, Sanofi Pasteur shall be entitled to terminate immediately this Agreement upon written notice to ADMA and Sanofi Pasteur shall not be obligated to provide any additional payments (as outlined in Section 5 below and payments for any of the unproduced or delivered production batches) to ADMA from the date of such termination. In such a case, the remaining Source Plasma shall be immediately returned to Sanofi Pasteur, under ADMA's liability and expenses. Shipment of the Source Plasma to Sanofi Pasteur shall be made in compliance with the transportation conditions as provided in the Quality Agreement (as defined below), to be further amended by the Parties as contemplated in Section 9 below.

BPC Initials ___ Sanofi Pasteur Initials ___ 2

Confidential treatment has been requested with respect to portions of this agreement as indicated by [***] and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 4. In the event of a non-conformance in the Source Plasma at the time of delivery of the Source plasma at ADMA's place, or in the event of damaged Source Plasma, which non-conformance, damage or loss in the Source Plasma occurred prior to the transfer of risks in the Source Plasma to ADMA as per Section 7 below, it is agreed upon by the Parties that Sanofi Pasteur shall not be responsible, nor liable, to compensate or indemnify ADMA for the loss of business arising from the fact that, in such a case, the Source Plasma will no longer be manufactured by ADMA and consequently Sanofi Pasteur will not pay for the unproduced batch. 5. In consideration for certain quantities of Product that ADMA would have been contractually obligated to supply, and that Sanofi Pasteur would have been contractually obligated to purchase, under the Agreement, but that will now not be supplied and purchased as a result of the Parties' agreement in Section 2 above, Sanofi Pasteur agrees to pay ADMA an amount of seven million (7,000,000 USD) (the Compensation Fee) in five installments and will be invoiced as follows: (a) [***] USD upon execution of this Amendment #3 (b) [***] USD on March 1, 2018 (c) [***] USD on June 1, 2018 (d) [***] USD on September 1, 2018 (e) [***] USD on December 1, 2018 Such payments shall be made in accordance with Section 3.4 of the Agreement; provided, however, that the initial payment described in Section 5(a) above shall be due no later than December 31,2017. Each invoice shall reference this Amendment 3 and shall be sent at the following address: Sanofi Pasteur SA DSFF Pole de Lyon - Carteret Tri C5-2-01 14 Espace Henry Vallee CS 90119 69361 LYON CEDEX 07 - FRANCE Upon payment of the Compensation Fee, ADMA shall be fully compensated for any kind of prejudice or damages ADMA may suffer arising from or related to the decrease in the quantities of Product Sanofi Pasteur committed to purchase initially from ADMA as per the Prior Supply Terms. ADMA declares that the Compensation Fee is fair and equitable. 6. Upon full payment of the Compensation Fee, each Party, with the intention of binding itself, its Affiliates, shareholders, successors and assigns, hereby releases, remises and forever discharges the other Party, and its Affiliates, employees, directors, shareholders, successors and assigns, from all actions, causes of action, suits, debts, dues, sums of money, accounts, covenants, contracts, controversies, agreements, promises, damages, claims and demands whatsoever, in law, contract or equity, arising directly out of, or relating to the Updated Supply Plan and/or the amount of the Compensation Fee Sanofi agrees to pay to ADMA.

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Confidential treatment has been requested with respect to portions of this agreement as indicated by [***] and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 7. The Parties further agree to amend Section 6.5 of the Agreement as follows: (a) The liability cap set forth under section 6.5 is hereby amended to adapt to the provisions of this Amendment #3 and is therefore set at [***] instead of [***]. (b) The last sentence of Section 6.5 of the Agreement is hereby deleted and replaced with the following: Unless Section 2.7 applies, and subject to any risk of loss assumed by BPC under the Plasma Agreement (as amended) or that certain [Termination, Settlement and Release Agreement] between BPC and Sanofi Pasteur, [of even date herewith], Sanofi Pasteur assumes all risk of loss for all Source Plasma (the Sanofi Pasteur Property) while under storage conditions at BPC's warehouse except in case such loss occurs as a result of BPC negligence or willful misconduct, and Sanofi Pasteur hereby waives any and all rights of recovery against ADMA and its Affiliates, and against any of their respective directors, officers, employees, agents or representative, for any loss or damage to the Sanofi Pasteur Property while under storage conditions at BPC's warehouse. At such time that the Source Plasma is delivered to the ADMA loading dock located at 5800 Park of Commerce Blvd NW, Boca Raton, FL 33487, risk of loss for such delivered Source Plasma shall, as between Sanofi Pasteur and ADMA, transfer to ADMA. ADMA agrees to assume the risks of loss to the Sanofi Pasteur Property and shall reimburse Sanofi Pasteur, at the dollar value, the Source Plasma in case of damage or loss. In consideration of the foregoing, Section 6.5 is deleted in its entirety and replaced by the following: 6.5 Limitation of Liability: In no event shall either party be liable to the other party for incidental, indirect, special and consequential or punitive damages, including without limitation any claims for damages based upon lost profits or lost business opportunity. Except for the obligation of indemnity as set forth in Section 6.1 (c) with respect to claims by third parties for personal injury, illness or death (but not including property damage) resulting from the manufacture of the Product by BPC, aggregate damages for which ADMA shall be liable to Sanofi Pasteur hereunder, including without limitation costs of Source Plasma yield loss and/or rejected Batches, shall not exceed [***]. All claims by Sanofi Pasteur for breach or default under this Agreement shall be brought within [***] year after the cause of action comes into existence or otherwise shall be waived. This limitation of liability will not apply for damages that result from the gross negligence or the willful misconduct of a Party.

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Confidential treatment has been requested with respect to portions of this agreement as indicated by [***] and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Furthermore, unless Section 2.7 applies, and subject to any risk of loss assumed by BPC under the Plasma Agreement (as amended) or that certain [Termination, Settlement and Release Agreement] between BPC and Sanofi Pasteur, [of even date herewith], Sanofi Pasteur assumes all risk of loss for all Source Plasma (the Sanofi Pasteur Property) while under storage conditions at BPC's warehouse except in case such loss occurs as a result of BPC negligence or willful misconduct, and Sanofi Pasteur hereby waives any and all rights of recovery against ADMA and its Affiliates, and against any of their respective directors, officers, employees, agents or representative, for any loss or damage to the Sanofi Pasteur Property while under storage conditions at BPC's warehouse. At such time that the Source Plasma is delivered to the ADMA loading dock located at 5800 Park of Commerce Blvd NW, Boca Raton, FL 33487, risk of loss for such delivered Source Plasma shall, as between Sanofi Pasteur and ADMA, transfer to ADMA. ADMA agrees to assume the risks of loss to the Sanofi Pasteur Property and shall reimburse Sanofi Pasteur, at the dollar value, the Source Plasma in case of damage or loss. 8. The Parties further agree to amend that certain Quality and Technical Agreement between Sanofi Pasteur and ADMA (as successor to BPC) effective as of September 15, 2015 (the Quality Agreement) to modify the address where the Source Plasma shall be stocked and the conditions associated therewith, as well as to ensure consistency with the other terms of this Amendment. The Parties shall use best efforts to complete such amendment to the Quality Agreement within 60 days after the Amendment Effective Date. 9. All other terms of the Agreement shall remain in full force and effect except to the extent superseded by the terms of this Amendment #3. IN WITNESS WHEREOF, the parties hereby have caused this Amendment #3 to the Agreement to be executed and the persons signing below warrant that they are duly authorized to sign for and on behalf of their respective Parties. Made in two original copies. Sanofi Pasteur, S.A. By:/s/ Vincent Hingot Name: Vincent Hingot Title: Senior Vice President Industrial Affairs Date: 22 Dec. 2017

ADMA BioManufacturing, LLC By: /s/ Adam Grossman Name: Adam Grossman Title: President & CEO Date: 12-21-2017

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Confidential treatment has been requested with respect to portions of this agreement as indicated by [***] and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Exhibit A [***] ADMA Initials ___ Sanofi Pasteur Initials ___ A-1
[A]:
Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?