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

Example Input: Exhibit 10.5

STRATEGIC ALLIANCE AGREEMENT ----------------------------

THIS STRATEGIC ALLIANCE AGREEMENT (this Agreement) is made as of 31 December, --------- 1996, between NORTHERN TELECOM LIMITED, a Canadian corporation (NTL), and --- ENTRUST TECHNOLOGIES INC., a Maryland corporation (ETI). ---

WHEREAS, pursuant to an asset transfer agreement between NTL and Entrust Technologies Limited of even date (the NTL Transfer Agreement) and an asset ---------------------- transfer agreement between Northern Telecom Inc. and ETI of even date, the Entrust Technology (as defined herein) has been transferred to ETI and ETI's Canadian subsidiary, Entrust Technologies Limited; and

WHEREAS, NTL desires to license from Entrust on behalf of itself and the Nortel Subsidiaries (as defined herein) ongoing rights to the Entrust Technology, ETI desires to license from NTL on behalf of itself and its Subsidiaries some intellectual property rights associated with the Entrust Technology, and NTL and ETI desire to cooperate regarding contracting, patent cross-licensing and the exchange of information, all on the terms and subject to the conditions set forth herein;

NOW THEREFORE, NTL and ETI, intending to be legally bound agree as follows:

ARTICLE I DEFINITIONS -----------

Capitalized terms used in this Agreement are used as defined in this Article I or elsewhere in this Agreement. As used herein:

Agreement has the meaning specified in the preamble hereof. ---------

Confidential Information has the meaning specified in Section 8.02. ------------------------

Entrust shall mean ETI and all Subsidiaries thereof. -------

Entrust Entity shall mean either ETI or the applicable Entrust Subsidiary, as -------------- the context requires.

ETI has the meaning specified in the preamble hereof. ---

Effective Date means the close of business on the date specified in the -------------- preamble hereof.

Enterprise License has the meaning specified in Section 3.01. ------------------

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Entrust Patents shall mean all Patents: (i) which are owned or controlled at --------------- any time during the Patent License Term by Entrust or any Entrust Subsidiary; or (ii) with respect to which, and to the extent to which, Entrust or any Entrust Subsidiary shall at any time during the Patent License Term have the right to grant the licenses and rights which are granted herein by Entrust. The Entrust Patents as of the Effective Date are set forth in Exhibit A of the NTL Transfer Agreement.

Entrust Products has the meaning specified in the NTL Transfer Agreement. ----------------

Entrust Technology has the meaning specified in the NTL Transfer Agreement. ------------------

Field of Activity shall mean , in respect of each Party, the products and ----------------- services forming the business, at the Effective Date, of that Party or any of its Subsidiaries, including new products and services which normally evolve from such products and services.

Grantee shall mean either Entrust or Nortel, as the case may be, to which ------- licenses are granted under the Patent License.

Grantor shall mean the Party granting licenses under the Patent License, as ------- well as its Subsidiaries on behalf of which such licenses are granted.

Licensed Products shall mean, in respect of each Party, any products which are ----------------- within its Field of Activity.

Licensed Services shall mean, in respect of each Party, any services which are ----------------- within its Field of Activity.

NTL has the meaning specified in the preamble hereof. ---

NTL Technology has the meaning specified in Section 2.01 hereof. --------------

Nortel shall mean NTL and all Nortel Subsidiaries. ------

Nortel Entity shall mean either NTL or the applicable Nortel Subsidiary, as ------------- the context requires.

Nortel Patents shall mean all Patents other than Patents included in NTL -------------- Technology: (i) which are owned or controlled at any time during the Patent License Term by Nortel or any Nortel Subsidiary; or (ii) with respect to which, and to the extent to which, Nortel or any Nortel Subsidiary shall at any time during the Patent License Term have the right to grant the licenses and rights which are herein granted by Nortel including through cross licenses or otherwise.

Nortel Subsidiary shall mean a Subsidiary of Nortel, excluding ETI and Entrust ----------------- Technologies Limited.

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Patent shall mean any patent (other than a design patent or a design ------ registration) and any utility model covering any invention for which a first application was filed in or for any country prior to the termination of the Patent License Term, and shall include any such application in or for a country for which rights under the law of the country are available for compensation for unauthorized use of the invention covered by such application.

Party shall mean either NTL or the ETI, as the context requires except with ----- respect to Article VIII where Party shall refer either to Nortel or Entrust, as the context requires.

Patent License has the meaning specified in Section 6.03. --------------

Patent License Term shall mean that period of time that ETI is a Subsidiary of ------------------- NTL.

Reseller Agreement has the meaning specified in Section 4.01. ------------------

Source Code License has the meaning specified in Section 5.01. -------------------

Subsidiary shall mean: (i) a corporation, company or other entity, in which a ---------- Party now or hereafter, owns or controls, directly or indirectly, fifty percent (50%) or more of the outstanding shares or securities (representing the right to vote for the election of directors or other managing authority), provided, however, that such corporation, company, or other entity shall be deemed to be a Subsidiary only so long as such ownership or control exists; or (ii) an entity which does not have outstanding shares or securities, as may be the case in a partnership, joint venture or unincorporated association, but in which a Party now or hereafter, owns or controls, directly or indirectly, fifty percent (50%) or more of the ownership interest representing the right to make the decisions for such entity, provided, however, that such entity shall be deemed to be a Subsidiary only so long as such ownership or control exists.

ARTICLE II NTL TECHNOLOGY -------------- Section 2.01 NTL Technology. Entrust shall be entitled to the benefit of the NTL -------------- intellectual property licenses specified in Exhibit A (the NTL Technology) for -------------- so long as NTL effectively owns or controls more than fifty percent (50%) of the voting stock or interests in ETI.

Section 2.02. NTL Obligations. NTL has, to the best of its knowledge, complied ---------------- in all material respects with the provisions of the licenses for NTL Technology. NTL

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shall make all reasonable efforts to perform in all material respects the obligations required to maintain the licenses for the NTL Technology in good standing for their respective terms. NTL shall not make any material change to the licenses for Nortel Technology without the consent of ETI, which shall not be unreasonably withheld. NTL shall make commercially reasonable efforts to acquire for the benefit of Entrust any renewal or extension of NTL a license for Nortel Technology at Entrust's request provided Entrust agrees to pay all costs associated with obtaining such benefit for Entrust. If NTL renews or extends a license for NTL Technology, NTL may, but shall not be required to obtain rights thereunder for the renewal period or extension provisions for the benefit of Entrust.

Section 2.03. ETI Obligations. Entrust shall comply in all material respects ---------------- with the obligations required of it under the licenses for the NTL Technology for so long as Entrust benefits from those licenses. ETI shall pay to NTL the portion of all fees and charges paid by Nortel to obtain continuing rights to the NTL Technology that are reasonably attributable to Entrust's actual use of the NTL Technology.

ARTICLE III NORTEL USE OF ENTRUST PRODUCTS ------------------------------

Section 3.01 Right to Use. ETI, on behalf of Entrust, grants to NTL and its ------------ Affiliates (as defined in the Enterprise License) a non-exclusive, fully paid- up, worldwide, perpetual license to use an unlimited number of copies of the Entrust Products subject to the terms and conditions of an agreement to be concluded between NTL and ETI promptly after the Effective Date in substantially the form of the license set forth in Exhibit B (the Enterprise License) save ------------------ as amended to comply with the provisions of this Article III. NTL represents as of the Effective Date that the terms of the Enterprise License are materially similar to the terms of an existing agreement with a third-party licensee of the Entrust Products, except for the terms relating to price and the provisions of Section 3.02 hereof

Section 3.02 Support. NTL may contract for support services under the ------- Enterprise License. Payments to Entrust for the support services identified in the Enterprise License as of the Effective Date shall be three hundred thousand U.S. dollars (U.S. $300,000.00) for the calendar year 1997 and shall not increase by more than inflation as measured by the Canadian CPI for any one-year renewal period.

Section 3.03 Indemnification. Notwithstanding any provision of the Enterprise ----------------- License:

(a) ETI shall not be required to honour any product warranty or intellectual property indemnity set forth in the Enterprise License, to the extent that such breach of warranty or indemnity relates to a defect in any of the Entrust Products as of the Effective Date or the infringement or misappropriation of any third party rights as incorporated into the Entrust Products as of the Effective Date.

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(b) ETI's liability to Nortel arising from or relating to the intellectual property indemnity set forth in the Enterprise License shall not exceed 50% (fifty percent) of the monies paid by Nortel thereunder to a maximum of U.S.$1,000,000 (one million U.S. dollars).

ARTICLE IV NORTEL RESALE OF ENTRUST PRODUCTS ---------------------------------

Section 4.01 Reseller Rights. At NTL's option and upon NTL's request, Entrust --------------- shall promptly enter into a non-exclusive reseller agreement with NTL, on behalf of Nortel, in substantially the form set forth in Exhibit C (the Reseller -------- Agreement) save as amended to comply with the provisions of this Article IV. - --------- NTL represents as of the Effective Date that the terms of the Reseller Agreement are materially similar to the terms of an agreement recently concluded with a third-party reseller of the Entrust Products, except for the provisions of Section 4.02 hereof. Subject to early termination for material default, such Reseller Agreement shall expire either in three years or when ETI ceases to be a Subsidiary of NTL, whichever event occurs later.

Section 4.02 Most Favoured Treatment. During the life of the Reseller Agreement, ----------------------- it is the intention of ETI that the terms of the Reseller Agreement shall be no less favourable to Nortel than the terms in effect with any of Entrust's resellers of Entrust Products at the time the Reseller Agreement is executed.

Section 4.03 Indemnification. Notwithstanding any provision of the Reseller ---------------- Agreement, ETI shall not be required to honour intellectual property indemnity set forth in the Reseller Agreement, to the extent that such breach of representation, warranty, condition or indemnity relates to a defect in any of the Entrust Products as of the Effective Date or the infringement or misappropriation of any third party rights incorporated into the Entrust

Products as of the Effective Date.

ARTICLE V NORTEL RIGHTS FOR ENTRUST PRODUCT SOURCE CODE ---------------------------------------------

Section 5.01 Source Code Access. At NTL's option and upon NTL's request, Entrust ------------------ shall promptly enter into a non-exclusive Entrust Products source code license with NTL, on behalf of Nortel, in substantially the form set forth in Exhibit D (the Source Code License). NTL represents as of the Effective Date that the ------------------- terms of the Source Code License are materially similar to the terms of an agreement recently concluded with a third-party licensee of the source code for the Entrust Products, except that NTL is not required to pay any lump sum royalty and for the provisions of Section 5.02 hereof.

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Section 5.02 Most Favoured Treatment. For so long as ETI remains a Subsidiary ----------------------- of NTL, it is the intention of ETI that the terms of the Source Code License be no less favourable to Nortel than the terms then in effect with any of Entrust's source code licensees that receives substantially similar rights taking into account the relative size of the licensee and Entrust's potential benefits.

Section 5.03 Indemnification. Notwithstanding any provision of the Source Code ----------------- License, ETI shall not be required to honour any product warranty or intellectual property indemnity set forth in the Source Code License, to the extent that such breach of warranty or indemnity relates to a defect in any of the Entrust Products as of the Effective Date or the infringement or misappropriation of any third party rights incorporated into the Entrust Products as of the Effective Date.

ARTICLE VI PATENT CROSS LICENSING ----------------------

Section 6.01. ETI Benefit from Cross Licenses. Subject to the terms and -------------------------------- conditions of this Agreement, NTL, to the extent of its legal right to do so, hereby grants to Entrust under the Nortel Patents, a non-transferable, non- assignable, indivisible, non-exclusive, royalty-free, worldwide license for Licensed Products and Licensed Services.

Section 6.02. Nortel Benefit from Cross Licenses. Subject to the terms and ----------------------------------- conditions of this Agreement, Entrust, to the extent of its legal right to do so, hereby grants to Nortel, under the Entrust Patents, an irrevocable, non- transferable, non-assignable, indivisible, non-exclusive, royalty-free, worldwide license for Licensed Products and Licensed Services.

Section 6.03. Extent of Cross Licenses. The licenses granted pursuant to ------------------------- Sections 6.01 and 6.02 (each such license being a Patent License) include the -------------- following rights:

(a) to make, use, lease, sell or otherwise dispose of, maintain and repair, Licensed Products, to license the use of Licensed Products made by or for Grantee, to practice any process involved in the manufacture or use of Licensed Products, and to provide Licensed Services;

(b) to have made Licensed Products by another manufacturer for the use, lease, sale, disposal or transfer by Grantee, but only when both of the following conditions are met:

(i) the designs, specifications and working drawings for the manufacture of such Licensed Products are furnished by Grantee; and

(ii) such designs, specifications and working drawings are in sufficient detail that no additional design by the manufacturer is required other than adaptation to the production processes and standards normally used by the manufacturer which change the characteristics of the products only to a negligible extent;

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(c) to make and have made, to use and have used, and to maintain machines, tools, materials and other manufacturing instrumentalities, and to use and have used methods and processes, insofar as such machines, tools, materials, other manufacturing instrumentalities, methods and processes are involved in or incidental to the development, manufacture, installation, testing, maintenance or repair of Licensed Products, or to the training of personnel in the use of such Licensed Products; provided, however, that the rights granted in this Section 6.03(c) shall not serve to enlarge the scope of the rights granted in Section 6.03(b);

Section 6.04. Limitations to Patent Licenses. Nothing contained in a Patent -------------------------------- License shall be construed as:

(a) requiring the filing of any application for a Patent or utility model,

or the prosecution, maintenance or defense of any such application;

(b) the maintenance or defense of any Patent;

(c) a warranty or representation by Grantor, or admission by Grantee, as to the validity or scope of any Patent;

(d) a warranty or representation that any manufacture, sale, lease, use, or importation of a Licensed Product, or the provision of any Licensed Service, by Grantee shall be free from infringement of any intellectual property right of Grantor other than those Patents under which and to the extent to which licenses are in force under the Patent License;

(e) an agreement to bring or prosecute actions or suits against third parties for infringement;

(f) an obligation to provide any manufacturing or technical information or any support or technical assistance;

(g) conferring any right to use, in advertising, publicity or otherwise, any name, trade name or trademark, or any contraction, abbreviation or simulation thereof, except as expressly provided herein;

(h) conferring by implication, estoppel or otherwise upon Grantee any license or other right under any Patent or other intellectual property right, except the licenses and rights expressly granted herein; or

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(i) an obligation upon grantor to make any determination as to the applicability of any Patent to any product, Licensed Product or Licensed Service of Grantee.

Section 6.06 NTL Right to Cross-License. The licenses granted hereunder do not --------------------------- include for the Grantee the right to grant sublicenses to any third party except as expressly provide in Section 6.03. Notwithstanding the foregoing, NTL shall be entitled to sublicense the Entrust Patents to meet its obligations under its existing Patent cross license agreements. For so long as ETI is an NTL Subsidiary, NTL shall also be entitled, as part of its continuing Patent cross licensing program, to sublicense Entrust Patents under new Patent cross license agreements provided that the rights granted in the Entrust Patents pursuant to any such new Patent cross license agreements do not materially exceed those rights customarily granted under NTL's existing Patent cross license agreements (as of the Effective Date) and ETI obtains the benefit of all Nortel Patents involved.

Section 6.07. Excluded Patents. -----------------

(a) Assigned Patents. It is recognized that Grantor may have entered into or ----------------- may hereafter enter into a contract with, or a subcontract directly for the benefit of, a third party to undertake development work partially or completely financed by such third party and that Grantor may be required under such contract or subcontract (either unconditionally or by reason of any action or inaction thereunder) to assign to such third party its rights to grant, or may now or hereafter be restrained by such third party from granting, licenses to Grantee under Patents arising out of such work or covered by such contract or subcontract. The resulting inability of Grantor to grant the licenses purported to be granted by it under such Patents shall not be considered to be a breach of the Patent License. In such case, upon request by the Grantee, Grantor shall make reasonable efforts to secure rights and licenses for the Grantee from the third-party equivalent to those provided in the Patent License.

(b) Patents Subject to Exclusive Licenses. ETI acknowledges that NTL may have -------------------------------------- entered into exclusive license arrangements with other corporations or legal entities. The Patent License granted hereunder by NTL does not extend the scope of any such exclusive licenses (including any which NTL is negotiating as of the Effective Date).

Section 6.08. Jointly Owned Patents. If the grant by Grantor of licenses and ---------------------- rights in accordance with the Patent License in respect of Patents made by its employees jointly with third parties is subject by contract or by operation of law to the consent of such third parties or their assignees, upon request of the Grantee, Grantor shall use reasonable efforts to either secure rights and licenses for the Grantee from such third-party equivalent to those provided in

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the Patent License, or obtain consent from such third parties to grant rights and licenses equivalent to those provided in the Patent License; however, the inability of Grantor to secure such rights or to obtain such consent in spite of the use of reasonable efforts shall not be considered to be a breach of the Patent License. Notwithstanding that such rights or such consent may be subject to the payment of a royalty or other consideration to any such third party as provided for in Section 6.09, and notwithstanding other conditions agreed with the third party, the grant of such licenses and rights shall otherwise be in accordance with the terms and conditions of the Patent License.

Section 6.09. Royalty Obligations. Licenses and rights, the grant of which by

-------------------- Grantor or the exercise of which by Grantee would make Grantor liable to third parties for royalties or other payments, shall be granted only upon agreement in writing of the Grantee to pay an appropriate portion of such royalties or make such other payments.

Section 6.10. Patent Information. Each Party shall, upon written request from ------------------- the other Party sufficiently identifying any Patent by country, number and date of issuance, inform such other Party of the extent to which any such Patent is available for licensing under the Patent License. If the license or rights under any such Patent are restricted in scope, or are subject to payments according to Section 6.09, a statement of the nature of any such restrictions or payments shall, on request, be provided within a reasonable time.

Section 6.11. Duration of Cross Licenses. ---------------------------

(a) The Patent License shall commence on the Effective Date hereof (except as provided in Section 6.12) and shall continue for the Patent License Term unless terminated as provided in Article X or Section 6.06. Notwithstanding the expiration of the Patent License Term, the rights and licenses granted hereunder shall continue for the entire terms that the Entrust Patents or the NTL Patents, as the case may be, are in force or for that part of such terms for which the Grantor has the right to grant such rights and licenses. Notwithstanding any other provision in this Agreement, the Patent License shall terminate immediately upon ETI ceasing to be a Subsidiary of NTL.

(b) Subject to the other sections of this Article VI, any termination of the licenses and rights granted to one Party and its Subsidiaries under the Patent License shall not affect the licenses and rights granted to the other Party and its Subsidiaries.

(c) Notwithstanding the foregoing provisions of this Section 6.11, the Patent Licenses shall, for the patents owned or by a party, terminate as provided for in Section 6.11(a) or ten years from the Effective Date, whichever is later.

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Section 6.12. Changes to Subsidiaries. ------------------------

(a) New Subsidiaries. Any rights or license granted under this Article VI to a ----------------- corporation or other legal entity which becomes a Subsidiary of a Party at a date later than the Effective Date shall become effective as of the date upon which such corporation or other legal entity becomes a Subsidiary of such Party.

(b) Former Subsidiary. When a Subsidiary of either ETI or NTL ceases to be a ------------------ Subsidiary and holds any Patent under which a Grantee is licensed pursuant to the Patent License, such Grantee shall be entitled to exercise such rights and licenses for the full term of the Patent (or for that part of the term that the Grantor has the right to grant such rights and licenses). When a Subsidiary of ETI or NTL ceases to be a Subsidiary of such Party, any license granted to such Subsidiary in or pursuant to the Patent License shall terminate on the date that such Subsidiary ceases to be a Subsidiary.

Section 6.12. Restraint on Claims. Each Grantor undertakes not to assert any -------------------- claim for Patent infringement with respect to use and maintenance of Licensed Products against any end user, customer or distributor of Grantee, or any subsequent vendee, lessee, or transferee to the extent the Licensed Products have been acquired from Grantee after the Effective Date and are used for the purpose for which they predominantly have been made (without modification or amendment).

Section 6.13. Patent License Limitations. Neither Party makes any -------------------------- representations, extends any conditions or warranties of any kind or assumes any responsibility whatever with respect to the Patent Licenses other than the licenses, rights and representations expressly granted in this Article VI; in particular, unless the Parties or their Subsidiaries have expressly agreed otherwise, neither Grantor warrants that Licensed Products made, used, sold, disposed of, leased or licensed for use by Grantee, or Licensed Services provided by Grantee, do not infringe Patents or other intellectual property rights of third parties.

ARTICLE VII COORDINATION OF CONTRACTING ---------------------------

Section 7.01 Compliance with Nortel Policies. For so long as ETI remains a -------------------------------- Subsidiary of NTL, Entrust shall not take any action or enter into any commitment or agreement which may reasonably be anticipated based on notice from Nortel to result, with or without notice and with or without lapse of time or otherwise, in a contravention or event of default by any Nortel Entity of (i) any provisions of applicable law or regulation, (ii) any provision of NTL's certificate of incorporation or bylaws, (iii) any credit agreement or other material instrument binding upon Nortel, or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over Nortel or any of its assets.

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Section 7.02. Nortel Global Agreements. For so long as ETI remains a Subsidiary ------------------------ of NTL, Entrust may purchase goods and services under agreements concluded by Nortel for the benefit of Subsidiaries of NTL. Entrust shall comply in all material respects with the obligations required of it under such agreements for so long as Entrust benefits from those agreements.

ARTICLE VIII INFORMATION EXCHANGES ---------------------

Section 8.01. Information. Subject to applicable law and privileges, each Party ----------- shall, to the extent legally permitted, provide the other Party with all information regarding itself and transactions under this Agreement that the other Party reasonably believes are required: (a) for the other Party to obtain the benefits provided for herein, and (b) to comply with the provisions of Section 7.01 and all applicable federal, state, county and local laws, ordinances, regulations and codes, including, but not limited to, securities laws and regulations.

Section 8.02. Confidential Information. Entrust and Nortel shall hold in trust ------------------------ and maintain confidential all Confidential Information relating to the other Party. Confidential Information shall mean all information disclosed by either ------------------------ Party to the other in connection with this Agreement whether orally, visually, in writing or in any other tangible form, and includes, but is not limited to, technical, scientific, economic and business data, business plans, and the like, but shall not include (i) information which becomes generally available other than by release in violation of the provisions of this Section 8.01, (ii) information which becomes available on a non-confidential basis to a Party from a source other than the other Party, provided the Party in question reasonably believes that such source is not or was not bound to hold such information confidential, (iii) information acquired or developed independently by a Party without violating this Section 8.02 or any other confidentiality agreement with the other Party and (iv) information that any Party reasonably believes it is required to disclose by law, provided that it first notifies the other Party of such requirement and allows such Party a reasonable opportunity to seek a protective order or other appropriate remedy to prevent such disclosure. Without prejudice to the rights and remedies of either Party, a Party disclosing any Confidential Information to the other Party in accordance with the provisions of this Agreement shall be entitled to equitable relief by way of an injunction if the other Party breaches or threatens to breach any provision of this Section 8.02.

Section 8.03. Information Exchanges. The disclosing Party makes no ---------------------- representations, does not warrant, and shall have no liability whatsoever in respect of any information disclosed by it pursuant to this Agreement.

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ARTICLE IX OTHER COOPERATION -----------------

Section 9.01. Cogent. NTL acknowledges that the agreement between NTL and -------- Nortel Limited dated 17 March 1995 as set forth in Exhibit E (the Cogent Agreement) shall be terminated by NTL, without liability to Entrust, except that Entrust shall, for reasonable consideration from Nortel, make all commercially reasonable efforts to assist Nortel to perform, in accordance with the terms of the Cogent Agreement, any agreement made or any bid submitted pursuant to the Cogent Agreement prior to the Effective Date.

Section 9.02. PDSO. Entrust acknowledges that NTL will be holding inventory of ----- PDSO as of the Effective Date. Entrust shall, to the extent it requires further PDSO equipment endeavor to acquire such equipment from NTL, subject to the negotiation in good faith of commercially reasonable terms and condition of supply.

ARTICLE X TERM AND TERMINATION --------------------

Section 10.01. Term. Except as otherwise provided in this Agreement, this ---- Agreement shall terminate on the later of (i) the third anniversary of the Effective Date or (ii) the date on which ETI ceases to be a Subsidiary of NTL.

Section 10.02. Termination. -----------

(a) Termination for Cause. In the event of any material breach of this ---------------------- Agreement by either Nortel or Entrust, the non-breaching Party may terminate this Agreement by giving sixty (60) days' prior written notice to the other Party; provided, however, that this Agreement shall not terminate if the other Party has cured the breach prior to the expiration of such 60-day period, or if such breach can not be cured within such sixty 60-day period,

the other Party has initiated actions to cure such breach within such sixty 60-day period, and thereafter cures such breach as soon as reasonably practical.

(b) Termination for Insolvency. Either Party may terminate this Agreement in -------------------------- the event the other Party: (i) admits in writing its inability to pay its debts generally as they become due; (ii) commits an act of bankruptcy, (iii) files a notice of intention to make a proposal under the Bankruptcy and Insolvency Act, commences proceedings under the Companies' Creditors Arrangement Act, or otherwise seeks a reorganization, adjustment or composition under applicable bankruptcy laws or any other similar law or statute of any relevant jurisdiction; (iv) enters into an assignment, arrangement or composition for the benefit of its creditors; or (v) consents to the appointment of a receiver or receiver-manger of itself or of the whole or any substantial part of its property.

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Section 10.03. Effect of Termination. ---------------------

When this Agreement expires or terminates, the following provisions shall remain in effect:

(a) NTL Technology. the provisions of Article II shall survive until they --------------- expires in accordance with the provisions of Section 2.01 unless this Agreement is terminated for cause pursuant to Section 10.02 arising from breach of Article II;

(b) Enterprise License, Reseller Agreement and Source Code License. the --------------------------------------------------------------- Enterprise License, Reseller Agreement and Source Code License shall survive for the term provided therein subject to any right of early termination provided therein;

(c) Patent Licenses. the provisions of Article VI shall survive until ---------------- expiration in accordance with the provisions of Article VI, unless this Agreement is terminated for cause pursuant to Section 10.02 arising from breach of Article VI; and

(d) Other Provisions. the provisions of Articles VIII, XI and XII shall ----------------- survive any termination.

ARTICLE XI LIMITS OF LIABILITY -------------------

Section 11.01. Enterprise License, Reseller Agreement, Source Code License. The ------------------------------------------------------------ liability of either Party arising from breach of either the Enterprise License, the Reseller Agreement or the Source Code License shall be governed exclusively by the terms of the applicable agreement or license.

Section 11.02. No Other Obligations. Neither Party makes any representations, -------------------- extends any conditions or warranties of any kind or assumes any responsibility whatever except as expressly provided herein.

Section 11.03. Limitation on Types of Damages. Except for breach of Article ------------------------------- VIII and for Article XII, in no event shall either Party be liable to the other Party for any indirect, incidental and/or consequential damages resulting from a breach of this agreement, including without limitation lost business, lost savings, and lost profits even if the breaching Party has been advised of the possibility of the occurrence of such damages. In no event shall either Party be liable for any special or punitive damages arising from breach of this Agreement.

Section 11.04. Monetary Limit. For any cause of action arising under this --------------- Agreement, Nortel's liability to Entrust, and Entrust's liability to Nortel shall not exceed U.S.$5,000,000. Notwithstanding the foregoing, each of Nortel's and Entrust's liability to the other Party for breach of Article II shall not exceed U.S.$10,000,000.

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ARTICLE XII MISCELLANEOUS -------------

Section 12.01. Notices. All notices authorized or required to be given pursuant ------- to this Agreement shall be given in writing and either personally delivered to the Party to whom it is given or delivered by an established delivery service by which receipts are given or mailed by registered or certified mail, postage prepaid, or sent by electronic telecopier, addressed to the Party at the following addresses. Any Party may change its address for the receipt of notices at any time by giving notice thereof to the other Party, in which event this Agreement shall be amended accordingly.

(a) If to NTL: Northern Telecom Limited 8200 Dixie Road, Suite 100 Brampton, Ontario L6T 5P6 Attention: Corporate Secretary

Fax No.: 905 863 8425

(b) If to ETI: Entrust Technologies Inc. 2 Constellation Court Nepean, Ontario K2G 5J9 Attention: President copy: Secretary

Section 12.02. Entire Agreement. This Agreement embodies the complete Agreement ------ --------- and understanding of Entrust and NTL with respect to the subject matter hereof. This Agreement supersedes all prior agreements and understandings among the Parties hereto with respect to the subject matter hereof.

Section 12.03. Modification. No change or modification of this Agreement shall ------------- be of any force unless such change or modification is in writing and has been signed by the duly authorized representatives of the Parties hereto.

Section 12.04. Waivers. No waiver of any breach of any of the terms of this -------- Agreement shall be effective unless such waiver is in writing and signed by the Party against which such waiver is claimed. No waiver of any breach shall be deemed to be a waiver of any other or subsequent breach.

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Section 12.05. Severability. If any provision of this Agreement shall be held to ------------ be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.06. Governing Law. This Agreement shall be governed by and be --------- ---- construed in accordance with the laws of the Province of Ontario, Canada.

Section 12.07. Waiver of Jury Trial. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ------ -- ---- ----- ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 12.08. Limitation on Rights of Others. No person other than a Party ---------- -- ------ -- ------- shall have any legal or equitable right, remedy or claim under or in respect of this Agreement.

Section 12.09. Assignment, etc. Each Party's rights under this Agreement are ---------------- personal to that Party and that Party shall not assign, sublet or otherwise transfer any right or interest under this Agreement to anyone, without the prior written consent of the other Party, which shall not be unreasonably withheld. Subject to the foregoing, this Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of, and be enforceable by, the Parties hereto and their respective heirs, administrators, executors, successors, and permitted assigns.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their authorized representatives.

NORTHERN TELECOM LIMITED ENTRUST TECHNOLOGIES INC. By: /s/ Peter W. Currie By: /s/ John A. Ryan Name: Peter W. Currie Name: John A. Ryan Title: Senior Vice President and Title: President Chief Financial Officer

By: /s/ David D. Archibald

Name: David D. Archibald

Title: Vice President and Deputy General Counsel

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Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty's ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
Example Output: 28961

Example Input: Exhibit 10.5 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE ARTARA THERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO ARTARA THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. SPONSORED RESEARCH AND LICENSE AGREEMENT This Sponsored Research and License Agreement (this Agreement) is entered into on November 28, 2018 (the Effective Date), by and between ArTara, Inc. located at 1 Little West 12t h Street, New York, NY 10014 (ArTara), and The University of Iowa, located at c/o Division of Sponsored Programs, 2 Gilmore Hall, Iowa City, IA 52242 (University). ArTara and University may individually be referred to herein as a Party, and collectively as Parties. WI T N E S S E T H: WHEREAS, ArTara is engaged in the development of pharmaceutical products for the treatment of serious rare diseases; WHEREAS, University is engaged in clinical research to improve the diagnosis and treatment of lymphangioma (LM) using OK-432 (as defined below), a pharmaceutical product not approved by regulatory authorities in the United States; WHEREAS, University is engaged in a clinical research Program (as defined below) and with Chugai Pharmaceutical Co., Ltd., 1-1 Nihonbashi 2-Chome, Chuo-ku, Tokyo, 103-8324 Japan, and its wholly-owned subsidiary, Chugai Pharma U.S.A, LLC 300 Connell Drive, Suite 3100, Berkeley Heights, New Jersey 07922 (collectively Chugai), the product manufacturer; WHEREAS, Principal Investigator (as defined below) of the Program is an employee of the University and holds the IND (as defined below) approved by the FDA (as defined below) for OK-432 under BB-IND#5266; WHEREAS, ArTara wishes to develop and submit for regulatory approval, TARA-002, a proposed product that will be biosimilar to OK- 432; WHEREAS, ArTara wishes to use the Program Data (as defined below) collected from the Program, conduct research analysis of the Data and potentially rely on said Program Data to support Regulatory Approvals (as defined below) for TARA-002 in the Territory (as defined below); and WHEREAS, the copying, review and analysis of Program Data for the Project (as defined below) contemplated by this Agreement is of mutual interest and benefit to University and ArTara. NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, the Parties agree as follows: ARTICLE ONE DEFINITIONS 1.1 Affiliates of a person or entity means any other entity which (directly or indirectly) is controlled by, controls or is under common control with such person or entity. For the purposes of this definition, the term control (including, with correlative meanings, the terms controlled by and under common control with) as used with respect to an entity will mean (i) in the case of a corporate entity, direct or indirect ownership of voting securities entitled to cast at least fifty percent (50%) of the votes in the election of directors, or (ii) in the case of a non-corporate entity, direct or indirect ownership of at least fifty percent (50%) of the equity interests with the power to direct the management and policies of such entity, provided that if local law restricts foreign ownership, control will be established by direct or indirect ownership of the maximum ownership percentage that may, under such local law, be owned by foreign interests.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020

1.2 CRO means a contract research organization selected by ArTara to assist in the Project as approved by the University and/or Principal Investigator, such approval not to be unreasonably delayed or withheld. 1.3 FDA means the United States Food and Drug Administration. 1.4 Field means all therapeutic, diagnostic and prophylactic uses of the Product(s). 1.5 First Commercial Sale means the first sale for use or consumption for which revenue has been recognized of Product in a country or territory after all required Regulatory Approvals for commercial sale of Product have been obtained in such country or territory. 1.6 ICH-GCP's means the International Conference on Harmonization and Good Clinical Practice Guidelines as adopted in the applicable FDA regulations. 1.7 Indication means treatment of lymphangioma (also known as lymphatic malformations) in humans. 1.8 IND means University filed investigational new drug application on file with the FDA (BB-IND#5266) for OK-432 for the Indication. 1.9 Net Sales means, with respect to the Product, the gross invoiced sales price payable to ArTara and/or its Affiliates and their respective licensees and sublicensees for sales anywhere in the world of the Product to a third party, less: (a) discounts (including cash, quantity and patient program discounts), retroactive price reductions, charge-back payments and rebates granted to managed health care organizations or to federal, state and local governments, their agencies, and purchasers and reimbursers or to trade customers; (b) credits or allowances actually, not to exceed the original invoice amount, granted upon claims, damaged goods, rejections or returns of the Product, including the Product returned in connection with recalls or withdrawals; (c) freight out, postage, shipping and insurance charges for delivery of the Product if charged separately and include in the gross receipts; and (d) taxes or duties, excluding income taxes and value-added taxes, levied on, absorbed or otherwise imposed on the sale of the Product, including governmental charges otherwise imposed upon the billed amount, as adjusted for rebates and refunds, provided that such are included in gross receipts and are paid to and/or its Affiliates and their respective licensees and sublicensees.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020

Net Sales shall be determined in accordance with generally accepted accounting principles, consistently applied. 1.10 OK-432 means Picibanil (OK-432), a lyophilized mixture of group A Streptococcus pyogenes developed by Chugai and that has been approved by applicable Japanese pharmaceutical regulatory authorities for the treatment of the Indication. 1.11 Principal Investigator means Richard Smith, MD 1.12 Product shall mean TARA-002 and any similar products. 1.13 Program means collectively, the clinical research studies investigating the efficacy and safety of OK-432 for the Indication conducted by Principal Investigator in collaboration with multiple sites in the United States and the University expanded access program performed by Principal Investigator designed to improve the diagnosis and treatment of the Indication using OK-432. 1.14 Program Data means the data set forth on Exhibit A including all case reports forms, source data, and safety data in the possession of or available to University arising from the Program and any other data and information included in the IND. 1.15 Project shall mean the compilation and available statistical analyses of the Program Data as described in the Project Plan, which is summarized in Section 2.2. 1.16 Project Documentation shall mean the documentation created and generated by ArTara and CRO in the conduct of the Project that incorporates or is based upon Program Data. 1.17 Project Plan means the plan for the Project mutually agreed upon by the Parties as summarized in Section 2.2. 1.18 Right of Reference means the authority to rely upon, and otherwise use, an investigation for the purpose of obtaining Regulatory Approvals, including the ability to make available the underlying raw (source) data from the investigation for audit, if necessary. 1.19 Regulatory Approvals means the medical, technical and scientific licenses, registrations, authorizations and approvals (including without limitation, approvals of IND's, New Drug Applications (NDA's) and equivalents, supplements and amendments, pre- and post- approvals, pricing and third-party reimbursements approvals and labeling approvals) for the development and commercialization of pharmaceutical products. 1.20 Regulatory Authorities means any applicable national, regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity, necessary for the development, manufacture, distribution, marketing, promotion, offer for sale, use, import, export or sale of a pharmaceutical product in a regulatory jurisdiction. 1.21 Regulatory Filings means collectively, IND's, Product License Applications, Drug Master Files, NDA's, Biological License Applications (BLAs) including supportive and annual filings and/or any other equivalent or comparable filings as may be required by Regulatory Authorities to obtain Regulatory Approvals. 1.22 Royalty means the royalty on Net Sales of Product in the Indication, as set forth in Article Three below.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020

1.23 TARA-002 means the ArTara pharmaceutical product intended to be similar to or biosimilar to OK-432. 1.24 Territory means worldwide. ARTICLE TWO PROJECT 2.1 Performance of Project. The University and/or Principal Investigator together with ArTara and the CRO will conduct the Project in accordance with the Project Plan and will use all reasonable endeavors consistent with their expertise to successfully complete the Project. It is the goal of the Project to use the Program Data as clinical support for Product Regulatory Filings and to gain approval to commercialize the Product for the Indication in the Territory. 2.2 Project Plan. The Project Plan as approved by each of the Parties may be modified or amended only upon mutual agreement of each of the Parties. The Project will consist of three phases: (a) Phase I: University and/or Principal Investigator will provide access to the Program Data to ArTara and the CRO at the University's facilities. ArTara and the CRO will be allowed to make complete copies of the original Program Data for the purposes of off-site data entry and storage, all as and only to the extent needed to support ArTara's efforts to accomplish the Project. University will provide ArTara and CRO the opportunity to examine the originals of medical records and supporting records for the Program Data at the University during normal business hours and at mutually agreeable times. University and Principal Investigator will also provide to ArTara contact information for other participating investigators and research sites that have contributed data to the Program. University will retain all Program Data for the sooner to occur of a New Drug Application (NDA) for the Product being approved or ten (10) years from the Effective Date. ArTara will bear any costs related to necessary long-term on or off-site storage of the Program Data, medical records and/or supporting records. ArTara understands that separate engagement agreements may be required by collaborating third party entities and associated principal investigators and University will assist ArTara in obtaining such agreements. It is understood that the goal of Phase I is a feasibility analysis of the Program Data to support Regulatory Filings in the United States. (b) Phase II: University recognizes that because of ArTara's unfamiliarity with the Program Data database, assistance from the Principal Investigator and other research and medical employees of the University may from time to time be needed for ArTara to query and analyze the Program Data database as needed to achieve successful presentation to applicable Regulatory Authorities and submission of Regulatory Filings. ArTara will endeavor to minimize University resources required during Phase II. The goal of Phase II will be to compile the Project Documentation. (c) Phase III: CRO will convert Program Data to eCTD format for submission to Regulatory Authorities. University recognizes that ArTara may receive specific data requests from Regulatory Authorities in connection with ArTara's presentations of Program Data to support Regulatory Filings. University will assist ArTara in responding to such requests for data or access to source data from Regulatory Authorities. ArTara agrees to notify University of such requests as soon as is practicable. The goal of Phase III will be filing of a BLA based on Project Documentation and response to Regulatory Authorities.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020

(d) Phase IV Optional: Upon mutual written agreement of University and ArTara, ArTara may sponsor, and University may conduct, new Product or Product-related clinical studies (for example, follow-up studies) to support the goal of the Project or as may be useful for gaining or maintaining Regulatory Approvals for the Product for the Indication. Any such studies will be at the sole discretion of each Party subject to terms and conditions to be mutually agreed upon in agreements separate from this Agreement. Richard Smith, MD will be given first consideration as a principal investigator for all new Product or Product- related clinical studies, in addition to other sites provided final site selection will be based on the best interest of the Project. (e) Phase V: Publication: Collected data from the Project will be used to write a paper by the University and/or Principal Investigator (the Publication) as a follow up to the publication in 2009 (Smith MC, Zimmerman MB, Burke DK, Bauman NM, Sato Y, Smith RJ; OK-432 Collaborative Study Group. Efficacy and safety of OK-432 immunotherapy of lymphatic malformations. Laryngoscope. 2009Jan;119(1):107-15. doi: 10.1002/lary.20041. PubMed PMID: 19117316) . ( the Publication). The Publication will be in accordance with the terms in Article 5 herein. 2.3 Project Management. During the term of this Agreement, the Principal Investigator and and/or his authorized representative and ArTara authorized representatives will meet as necessary to consult with one another and discuss the progress and results of the Project and any modifications to the Project Plan. Consultation by either Party shall be by means of personal visits, correspondence and telephone calls, all as appear reasonable and necessary and are mutually agreed upon by the Principal Investigator and ArTara. ARTICLE THREE FUNDING AND PAYMENT 3.1 Funding. During the term of the Project in accordance with the Project Plan, ArTara will provide thirty thousand dollars (US $30,000) per year in funding for the Project, taking into consideration the time spent by University employees required for the Project. The Parties agree to discuss in good faith potential additional funding required for completion of the Project as applicable and necessary. 3.2 Approval Milestone based on Data Value: Within forty-five (45) days of an approval of the TARA-002 BLA by the FDA, ArTara will pay a one- time approval milestone to University pursuant to the usefulness of the Program Data in TARA-002's BLA filing, as set forth below: Official Feedback from FDA regarding the Program Data Milestone [***] $[***] [***] $[***] [***] $[***] [***] [***]

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020

3.3 Royalties. Royalties will be payable by ArTara on Net Sales of Product in the Indication. ArTara will, no later than [***] following the close of each calendar quarter, pay tiered Royalties based on annual Net Sales of Product in the Indication as set forth below:

Annual Net Sales of Product for the Indication Annual Royalty Rate Percent Net Sales

$0 - $25,000,000 1.75%

>$25,000,000 - $50,000,000 2.25%

>$50,000,000 2.50%

3.4 Royalty Reduction. In the event the Regulatory Authorities determine that the Program Data is not sufficient for Regulatory Approvals on its own and additional pediatric efficacy and safety clinical studies are required, Royalties set forth above will be reduced by [***] percent ([ ***]%). 3.5 Sales Milestone Payments. In the event that Annual Net Sales, as detailed in Section 3.3, surpass certain thresholds, ArTara will make the following payments no later than [***] following the close of the calendar quarter in which each milestone is reached as set forth below:

Annual Net Sales of Product for the Indication Exceeds Milestone Payment

$25,000,000 $62,500

$50,000,000 $62,500

$100,000,000 $125,000

3.6 Payments. All payments under Articles 3.2, 3.3 and 3.5 shall be sent to the following address: Checks will be sent to: The University of Iowa Research Foundation ATTN: Accounting 6 Gilmore Hall 112 North Capitol St. Iowa City, IA 52242-5500 Wire transfers will be sent to: [***]

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020

ArTara will include the University of Iowa Research Foundation agreement number 2019- 068, a reference to Richard Smith, MD, ArTara Sponsored Research and License Agreement dated November 28, 2018 and purpose of payment with all payments. ArTara will add all applicable wire transfer fees to wire transfer payments. All other payments shall be sent to the following address: The University of Iowa c/o Grant Accounting Office 118 S. Clinton St. Iowa City, IA 52242 ARTICLE FOUR DATA AND INTELLECTUAL PROPERTY 4.1 Program Data and Project Documentation. (a) Program Data. Access to all original Program Data shall be provided to ArTara and the CRO at University's facilities in accordance with the Project Plan for the purposes of review and copying as and only to the extent needed to support ArTara's efforts to accomplish the Project. As between ArTara and the University, ownership of all Program Data is hereby retained by the University. (b) Project Documentation. All Project Documentation shall be owned by ArTara to the extent publishable in accordance with Section 5 herein, except that ownership of any and all Program Data incorporated into Project Documentation shall as between ArTara and the University remain with the University. University may use all Project Documentation without royalty obligation for patient care and for its own internal teaching, research, and educational purposes, for publication to the extent permitted under Section 5 herein, and for the purpose of complying with any federal, state, or local laws or regulations. All medical records that support the Program Data and Project Documentation shall remain the property of the University. 4.2 License. University hereby grants to ArTara an exclusive license to use the Program Data solely for the Project and in Regulatory Filings in the Field in the Territory. 4.3 Right of Reference and IND Assignment. University hereby grants to ArTara an exclusive Right of Reference to all Program Regulatory Filings by University in support of the Product. Upon written request of ArTara, University will assign the IND to ArTara. 4.4 Intellectual Property. All intellectual property or patentable inventions arising out of or in connection with the Project which is discovered or invented solely by the University and/or Principal Investigator shall be the exclusive property of the University (University Intellectual Property). All intellectual property or patentable inventions arising out of or in connection with the Project which is discovered or invented solely by or on behalf of ArTara shall be the exclusive property of ArTara. All intellectual property or patentable inventions arising out of or in connection with the Project that are discovered or invented jointly by Principal Investigator and ArTara shall be considered Joint Intellectual Property and shall be jointly owned by the University and ArTara.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020

ARTICLE FIVE CONFIDENTIAL INFORMATION; PUBLICATION 5.1 Confidentiality. During the term of this Agreement and for a period of seven (7) years after its termination or expiration each Party (the Receiving Party) shall maintain in confidence and, except as authorized by this Agreement, not use any know-how, data, processes, techniques, formulas, test data and other information disclosed by the other Party (the Disclosing Party) and which for any of the foregoing, if written, is marked Confidential by the Disclosing Party or, if verbal or visual, is identified in writing as Confidential at the time of disclosure and reduced to writing by the Disclosing Party within thirty (30) days of the verbal or visual disclosure (Confidential Information). 5.2 Exceptions. The obligations of confidentiality and non-use set forth in paragraph 5.1 shall not apply to the extent that it can be established by Receiving Party that the information: (a) was already known to Receiving Party without restriction at the time of disclosure; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure; (c) became generally available to the public or otherwise part of the public domain after its disclosure to Receiving Party through no breach of this Agreement by Receiving Party; (d) was disclosed to Receiving Party without restriction by a third party who had no known obligation to not to disclose such information; (e) was independently developed by Receiving Party without the use of Confidential Information; (f) was required to be disclosed by operation of law or court order; or (g) Disclosing Party gave prior written consent to Receiving Party to disclose such Confidential Information. 5.3 Return of Confidential Information. In the event the Disclosing Party requests in writing the return of Confidential Information, the Receiving Party shall return such Confidential Information to Disclosing Party with the exception of one copy, which may be retained for archival purposes. 5.4 Publication. The University and ArTara each agree to treat matters of authorship of the Publication in a proper collaborative spirit and following guidelines and policies in accordance with the University of Iowa's Operations Manual which may be found at: https://opsmanual.uiowa.edu/. It is anticipated that employees of the University will be first and senior authors on the Publication, but it is understood that final authorship will be determined in accordance with all applicable laws and regulations in publication practice, including Section 6002 of the Affordable Care Act a/k/a Sunshine Act and with ICMJE (International Committee of Medical Journal Editors) guidelines, standard scientific practice and journal guidelines. University and/or Principal Investigator shall provide ArTara with a copy of any proposed Publication for review and comment at least [***] prior to submission thereof for publication. ArTara shall have [***], after receipt of said copy to object to such proposed Publication because there is Confidential Information which needs protection. In the event that ArTara makes such objection, University and/or Principal Investigator shall refrain from submitting such Publication for a maximum of [***] from date of receipt of such objection in order for ArTara to file patent application(s) directed to patentable subject matter contained in the proposed Publication. If in its review, ArTara identifies information it considers to be its Confidential Information, ArTara may require redaction of that Confidential Information; provided, however, that ArTara shall not require removal of information necessary for complete and accurate presentation and interpretation of the Program Data and results. The Publication shall occur within [***] of the date the Project is closed or terminated, or University and/or Principal Investigator shall be free to publish Program Data and results at that time.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020

ARTICLE SIX REPRESENTATIONS; INDEMNIFICATION 6.1 Representations. University represents: (a) The Program is being, and has been, conducted in accordance with all applicable local, state and federal laws, and regulations, including, but not limited to, the Federal Food, Drug and Cosmetic Act and the regulations of the FDA, International Conference on Harmonization Good Clinical Practices as adopted in the applicable FDA regulations (GCP's), and the Form FDA 1572 Statements of Investigators. (b) The Program is being and has been conducted in accordance with all applicable medical privacy laws or regulations, including without limitation, by obtaining any required subject informed consent to allow ArTara and ArTara's authorized representatives, FDA and other Regulatory Authorities access to and use of enrolled subjects' medical information as may be necessary for ArTara to receive and use Program Data under this Agreement. (c) The clinical studies included in the Program are and have been conducted in accordance with the applicable protocol associated with the BB-IND#5266 held by the Principal Investigator. (d) University represents that informed consent was required from all individual subjects prior to enrollment in the Program, and that the Program was approved by the Institutional Review Board of the University. (e) University represents that it is authorized to enter into this Agreement and that the terms of this Agreement are consistent with the rules, regulations, policies and/or guidelines of University. (f) University represents that to the best of its knowledge and belief there are no outstanding agreements or assignments which are inconsistent with the rights granted to ArTara pursuant to Article Four. (g) The Parties shall commence performance of the Project promptly after the date of last signature of this Agreement and shall perform the Project in accordance with the current state of the laboratory research art and in accordance with applicable state and federal laws, including export laws, and regulations. (h) University represents to the best of its knowledge, all information provided to ArTara pursuant to this Agreement is accurate in accordance with ICH-GCP's. (i) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE UNIVERSITY MAKES NO REPRESENTATION AND EXTENDS NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. IN PARTICULAR, BUT WITHOUT LIMITATION, THE UNIVERSITY MAKES NO REPRESENTATION AND EXTENDS NO WARRANTY CONCERNING WHETHER THE PROGRAM DATA IS ACCURATE OR COMPLETE. THE PARTIES RECOGNIZE AND AGREE THAT ALL PROGRAM DATA, AND RELATED MATERIALS, DOCUMENTS, AND OTHER INFORMATION, THE UNIVERSITY MAKES AVAILABLE TO ARTARA AT ANY TIME IN CONNECTION WITH THIS AGREEMENT, ARE MADE AVAILABLE TO ARTARA AS AN ACCOMMODATION, AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE ACCURACY AND COMPLETENESS OF SUCH MATERIALS, DOCUMENTS, AND OTHER INFORMATION. ARTARA EXPRESSLY AGREES THAT ANY RELIANCE UPON OR CONCLUSIONS DRAWN FROM THE PROGRAM DATA SHALL BE AT ARTARA'S OWN RISK TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SHALL NOT GIVE RISE TO ANY LIABILITY OF OR AGAINST THE UNIVERSITY. ARTARA HEREBY WAIVES AND RELEASES ANY CLAIMS ARISING UNDER THIS AGREEMENT, COMMON LAW OR ANY STATUTE ARISING OUT OF ANY PROGRAM DATA, RELATED MATERIALS, DOCUMENTS OR INFORMATION PROVIDED TO IT BY THE UNIVERSITY.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020

(j) University represents, to the best of its knowledge and belief, that neither it nor any of its officers, directors, employees involved in performing the Project is presently debarred pursuant to the Generic Drug Enforcement Act of 1992. University shall notify ArTara upon becoming aware of any inquiry or the commencement of any such investigation or proceeding. 6.2 Representations. ArTara represents and warrants: (a) It is a company duly organized, existing, and in good standing under the laws of Delaware; (b) The execution, delivery, and performance of this Agreement have been authorized by all necessary corporate action on the part of ArTara and the person signing this Agreement on behalf of ArTara has the authority to do so; (c) The making, exercising of any right, or performance of any obligation under this Agreement does not violate any separate agreement it has with a third party, and in so acting, ArTara will not breach the terms and conditions of this Agreement or fail to comply with applicable laws, regulations, and court orders; (d) It is not a party to any agreement or arrangement that would prevent it from performing its duties and fulfilling its obligations to the University under this Agreement; (e) It has and will maintain at the time specified in Article 7 herein, the insurance coverage called for in Article 7; (f) It will obtain any additional licenses from any third party needed to perform and fulfill its duties and obligations under this Agreement; and (g) There is no pending litigation and no threatened claims against it that could impair its ability or capacity to perform and fulfill its duties and obligations under this Agreement. 6.3 Indemnification by ArTara. To the extent permitted by law, ArTara agrees to defend, indemnify and hold the University of Iowa Research Foundation, the University, the State of Iowa, the University's Board of Regents, their respective affiliates, trustees, officers, directors, faculty, staff, students, successors, assigns, independent contractors, agents and employees including but not limited to Principal Investigator (University Indemnitees), harmless from and against any and all liability, loss, expense, reasonable adjudicated attorneys' fees, or claims for injury or damages arising out of the use of the Program Data by ArTara and its Affiliates and subcontractors including but not limited to the CRO involved in the Project, but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or acts or omissions of ArTara, its officers, agents, employees, subcontractors, the CRO or Affiliates.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020

6.4 No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT IN A DIRECT ACTION BETWEEN THE PARTIES FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS) SUFFERED BY THE OTHER PARTY. ARTICLE SEVEN INSURANCE 7.1 ArTara, Affiliates, and sublicensees will obtain and maintain commercial general liability insurance with a reputable and financially secure insurance carrier prior to clinical testing, making, using, importing, offering to sell, or selling any licensed Product or engaging in any other act involving any licensed Product or the patent rights, if such act could possibly create risk of a claim against University Indemnitees for personal injury or property damage. (a) The insurance will identify University Indemnitees as additional insureds and will provide that the carrier will notify University in writing at least [***] prior to cancellation, non-renewal, or material change in coverage. Should ArTara fail to obtain replacement insurance providing comparable coverage within such [***] period, University will have the right to termination this Agreement effective as of the end of the [***] period without notice or any additional cure period. (b) The insurance will include coverage for product liability with a minimum of [***] dollars ($[***]) per occurrence and [ ***] dollars ($[***]) annual aggregate, coverage for contractual liability, clinical trials liability if any such trial is performed, bodily injury and property damage, including completed operations, personal injury, coverage for contractual employees, blanket contractual and products, and all other coverages standard for such policies. Such insurance will additionally include errors and omissions insurance with a minimum of [***] dollars ($[***]) per occurrence. (c) Insurance policies purchased to comply with this Article Seven will be kept in force for at least [***] after the last sale of licensed Product. 7.2 At University's request, such request to be made no more than annually, ArTara will provide University with a certificate of insurance and notices of subsequent renewals for its insurance and that of Affiliates extended rights under this Agreement and of sublicensees. 7.6 The specified minimum coverages and other provisions of this Article Seven do not constitute a limitation on ArTara's obligation to indemnify the University Indemnitees under this Agreement.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020

ARTICLE EIGHT TERM AND TERMINATION 8.1 Term. This Agreement may be terminated by ArTara upon thirty (30) days prior written notice to University. 8.2 Termination by Either Party. Either Party may terminate the Project and all commitments and obligations with respect thereto, subject to Section 8.3 herein, upon thirty (30) days written notice to the other Party. In the event of any termination of the Project by University, (a) University agrees to complete Phase I and II of the Project, and (b) ArTara will continue to provide annual funding until the completion of Phase II. Upon termination of the Project by ArTara this Agreement will terminate subject to Section 8.3 and ArTara will reassign to University the IND if assignment thereof previously occurred pursuant to Section 4.3. 8.3 Survival. Termination of the Project for any reason shall not relieve any Party of any obligation that accrued under this Agreement prior to termination. The provisions of Article Three, Article Four, Article Five, Sections 6.3 and 6.4, and Articles Seven through Nine shall survive termination of the Project by University. The provisions of Article Five, Sections 6.3 and 6.4, Article Seven, Section 8.3 and Article Nine shall survive termination of the Project and this Agreement by ArTara. ARTICLE NINE MISCELLANEOUS 9.1 Force Majeure. University will not be liable for any failure to perform as required by this Agreement, if the failure to perform is caused by circumstances reasonably beyond University's control, such as labor disturbances or labor disputes of any kind, accidents, failure of any governmental approval required for full performance, civil disorders or commotions, acts of aggression, acts of God, energy or other conservation measures, explosions, failure of utilities, mechanical breakdowns, material shortages, disease, thefts, or other such occurrences. 9.2 Publicity. No Party will use directly or by implication the name of any other Party, or the name of any employee thereof without prior written notification and agreement of the named Party for promotional, marketing or advertising purposes. Notwithstanding the foregoing, nothing herein shall prevent either Party from disclosing the existence of this Agreement, the identities of the Parties, or the basic nature and scope of the purpose of this Agreement. 9.3 Notices. Any Notice required to be given pursuant to this Agreement shall be made by personal delivery or, if by mail, then by registered or certified mail, return receipt requested, by one Party to the other Party at the following addresses. In the case of ArTara, Notice should be sent to: ArTara Therapeutics 1 Little West 12t h Street NY, NY 10014

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020

Attention: Jesse Shefferman In the case of University, Notice should be sent to: The University of Iowa c/o Division of Sponsored Programs 2 Gilmore Hall Iowa City, IA 52242 Attention: [***] 9.4 Governing Law. This Agreement shall be governed by the laws of the State of Iowa. 9.5 Assignment. No Party may assign any rights under this Agreement or delegate any duties hereunder without the prior written consent of the other Party. 9.6 Independent Contractors. The relationship between ArTara and the University created by this Agreement shall be one of an independent contractor and no Party shall have the authority to bind or act as agent for the other Party. 9.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the Parties (whether written or verbal) relating to said subject matter. 9.8 Severability. Whenever possible each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but should any provision of this Agreement be held to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement. However, if such provision is deemed significant and its invalidity would substantially alter the basis of this Agreement, the Parties will negotiate in good faith to amend the provisions of this Agreement to give effect to the original intent of the parties. 9.9 Waiver. No provision of this Agreement shall be waived by any act or omission of the Parties or their agents or employees except by an instrument in writing expressly waiving such provision and signed by a duly authorized officer of the waiving Party. 9.10 Counterparts. This Agreement may be signed in any number of counterparts, including in PDF format, each of which shall be an original, with the same effect as though the signatures hereto and thereto were on the same instrument. 9.11 Section Headings. The recitals and descriptive headings of this Agreement are for convenience only and shall be of no force or effect in interpreting any of the provisions of this Agreement.

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by an authorized official as of the day and year first above written. ARTARA THERAPEUTICS, INC. /s/ Jesse Shefferman By: Jesse Shefferman Title: Chief Executive Officer THE UNIVERSITY OF IOWA /s/ Wendy Beaver By: Wendy Beaver Title: Executive Director, Division of Sponsored Programs READ & ACKNOWLEDGED BY PRINCIPAL INVESTIGATOR /s/ Richard Smith By: Richard Smith, M.D. Title: Professor of Otolaryngology Head and Neck Surgery

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020

EXHIBIT A

PROGRAM DATA [***]

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Source: ARTARA THERAPEUTICS, INC., 8-K, 1/10/2020
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
Example Output: 32058

Example Input: EXHIBIT 10.18

SPONSORSHIP AGREEMENT

This Sponsorship Agreement (Agreement) is entered into as of the 14th day of May, 1999 (Effective Date), by and between Intuit Inc. a Delaware corporation, located at 2550 Garcia Ave., Mountain View, California 94043 (Intuit), and Stamps.com Inc., a Delaware corporation, located at 2900 31st Street, Suite 150, Santa Monica, CA 90405-3035 (Client).

RECITALS

A. Intuit maintains sites on the Internet at http://www.quicken.com (the Quicken.com Site) and at http://www.quickbooks.com (the QuickBooks ------------------------- Site), and owns, manages or is authorized to place advertising on the following affiliated Web sites worldwide http://www.quicken.excite.com ----------------------------- (Excite Money & Investing Site), http://www.quicken.webcrawler.com --------------------------------- (WebCrawler Money & Investing Site), and http://www.quicken.aol.com -------------------------- (AOL.com Personal Finance Site) (all such sites, including the Quicken.com Site and QuickBooks Site, collectively referred to as the Intuit Sites). Within the Intuit Sites, content is organized into topical channels (Channels).

B. Intuit maintains the Quicken'99 software product into which Banner Advertisements are served (Quicken Software).

C. Client is engaged in the business of the sale and delivery of electronic postage at its Web site located at http://www.stamps.com (the Client Site).

D. Client wishes to promote its business to users of the Intuit Sites through promotions and advertising in various portions of the Intuit Sites.

Therefore, the parties agree as follows:

1. ADDITIONAL DEFINITIONS

1.1 Above-the-Fold means the portion of a page that is designed to be visible on a standard computer screen with a resolution of 640 pixels by 480 pixels without requiring the user to scroll horizontally or vertically through the page.

1.2 Banner Advertisement means advertisements consisting of billboard-like graphics displayed in a standardized specific location on the Intuit Sites, which advertisements click-through to the Client Site, or such other address mutually agreed upon by the parties from time to time.

1.3 Channel Home Page means, with respect to any Channel the introductory or welcome page for such Channel.

1.4 Client Competitor means any of the entities listed on Exhibit A to this Agreement, as such list may be amended by mutual agreement by the parties, provided such entity derives any of its annual gross revenues from the sale or delivery of electronic postage or postage meters.

1.5 Client Graphic means those mutually agreed upon graphics, artwork, logos, descriptions and other material provided by Client for use on the Intuit Sites.

1.6 Impression is generated where a User's browser software requests a file via the World Wide Web service of the Internet, where such file contains a Banner Advertisement or Link.

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1.7 Launch Date means [***] ---

1.8 Link means a hypertext text and/or graphic link from the Intuit Sites to the Client's Site.

1.9 Net Transaction Revenues means the aggregate amount of transaction fees received by Client during the Term from a New Customer for the purchase of U.S. postage from Client by such New Customer, less amounts attributable to taxes, shipping, returns, bad debt, handling, credit card charges and similar charges (collectively, Deductions). Notwithstanding the foregoing, such Deductions, with the exception of credit card charges, shall not exceed an aggregate of [***] of such transaction fees. ---

1.10 New Customer means a User who (a) registers for Client's service using a unique credit card number, electronic mail address or name not previously received by Client, and (b) purchases U.S. postage from Client's service.

1.11 Sponsor Client Graphic means a Client Graphic which indicates Client as a Sponsor with respect to the sale or delivery of electronic postage,

which graphics click-through to the Client Site, or such other address mutually agreed upon by the parties from time to time.

1.12 User means any person or entity that accesses one or more pages on the Intuit Sites and is transported via the World Wide Web from the Intuit Site to the Client's Site.

2. SMALL BUSINESS CHANNEL PROMOTION

2.1 Promotions. Commencing on the Launch Date and continuing throughout the ---------- Term, Intuit shall promote Client on the Small Business Channel of the Quicken.com Site, Excite Money & Investing Site and WebCrawler Money & Investing Site as follows:

2.1.1 A Sponsor Client Graphic consisting of 160x40 pixels shall be rotated amongst the following pages (or their successor pages, if any): (1) Starting a Business page, (2) Managing your Business page, (3) Marketing page, (4) Legal Issues page, and (5) Taxes & Accounting page. Each such Sponsor Client Graphic shall be Above the Fold.

2.1.2 A Sponsor Client Graphic of 88x31 pixels to be found at the bottom of each page where a sponsorship strip exists.

2.1.3 A text Link to be located Above-the-Fold in a text sponsor bar on the Small Business Channel home page of the Quicken.com Site, Excite Money & Investing Site and WebCrawler Money & Investing Site.

2.1.4 A text Link on the Products & Promos area of the Small Business Channel Home Page of the Quicken.com Site, Excite Money & Investing Site and WebCrawler Money & Investing Site.

2.1.5 A Sponsor Client Graphic consisting of a minimum number of pixels mutually agreed upon by the parties, will appear on the Small Business Mailing/Shipping, OnLine Postage page in the Small Business Channel, when such page is made publicly available on the applicable Intuit Sites. Such graphic shall be displayed in a position mutually agreed upon by the parties.

2.2 Email Promotions. Intuit will place a Sponsor Client Graphic consisting of ---------------- a minimum of 234x60 pixels, with a mutually agreed upon text in two (2) mutually agreed upon, small business email newsletters sent by Intuit, to all its registered small business users who have elected to receive such newsletter (Small Business Newsletters). Client shall be the only sponsor in each Small Business Newsletter. For the avoidance of doubt, it is understood that the Small Business Newsletters shall not contain advertisements

- ----------------------- [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

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(excluding any editorial content or directory listings which include third parties that are not Client Competitors) for any entity, other than Client.

2.3 Additional Banner Advertisements. Commencing on the Launch Date and -------------------------------- continuing throughout the Term, Intuit will include on the Quicken.com Site, Banner Advertisements consisting of 468x60 pixels.

2.4 Total Small Business Impressions. Intuit estimates but does not guarantee -------------------------------- to deliver [***] Impressions of Client's Banner Advertisements, Client --- Graphics and Links described in this Section 2 during the entire Term of this Agreement. Intuit acknowledges it is Client's preference to have Intuit deliver such Impressions as follows:

[***] ---

If Intuit fails to deliver such Impressions during the twelve (12) month period following the Launch Date, Intuit agrees to run such promotions in equivalent areas and placement, as mutually agreed upon by the parties, until such Impressions have been delivered.

3. [***] PROMOTION ---

3.1 Promotions. Commencing on the day after the date on which the [***] ---------- --- available and continuing throughout the Term, Intuit shall promote Client on the [***] of the Quicken.com Site, Excite Money & Investing Site, --- WebCrawler Money & Investing Site, and AOL.com Personal Finance Site as follows:

3.1.1 A Sponsor Client Graphic of a pixel size mutually agreed upon by the parties, shall be rotated throughout the Features and Deals area. Each such Sponsor Client Graphic shall be Above the Fold.

3.1.2 A Sponsor Client Graphic of 88x31 pixels to be found at the bottom of each page where a sponsorship strip exists.

3.2 Additional Banner Advertisements. Commencing on the Launch Date and -------------------------------- continuing throughout the Term, Intuit will include on the Quicken.com Site, Excite Money & Investing Site, WebCrawler Money & Investing Site, and AOL.com Personal Finance Site, Banner Advertisements consisting of 468x60 pixels.

3.3 Total [***] Impressions. Intuit estimates but does not guarantee to deliver ----------------------- [***] Impressions of Client's Banner Advertisements and Client Graphics --- described in this Section 3 during the entire Term of this Agreement. Intuit acknowledges it is Client's preference to have Intuit deliver such Impressions as follows:

[***] ---

If Intuit fails to deliver such Impressions during the twelve (12) month period following the Launch Date, Intuit agrees to run such promotions in equivalent areas and placement, as mutually agreed upon by the parties, until such Impressions have been delivered.

4. QUICKEN.COM SITE HOME PAGE PROMOTION

4.1 Promotions. Commencing on the Launch Date and continuing for a period of ---------- six (6) months throughout the Term, as mutually agreed by the parties, Intuit shall promote Client on the Quicken.com Site home page, with a Sponsor Client Graphic of 88x31 pixels to be found at the bottom of such home page.

4.2 Total Impressions. Intuit estimates but does not guarantee to deliver [***] ----------------- --- Impressions of Client's Sponsor Graphics described in this Section 4 during the period agreed upon by the parties. If Intuit fails to deliver

- -------------------- [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

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such Impressions during the agreed upon time period, Intuit agrees to run such promotions in equivalent areas and placement, as mutually agreed upon by the parties until such Impressions have been delivered.

5. QUOTES PLUS TAB EXCITE MONEY & INVESTING SITE PROMOTION

5.1 Promotions. Commencing on the Launch Date and continuing for a period of ---------- six (6) months throughout the Term, as mutually agreed by the parties, Intuit shall promote Client on the Quotes Plus tab within the Investment Channel of the Excite Money & Investing Site with a Sponsor Client Graphic of 160x40 pixels will be included Above the Fold at each of the following Quotes Plus page tabs: (1) Insider Trading, (2) Comparison, (3) Company Profile, (4) Broker Research, (5) Analysts, and (6) Alerts.

5.2 Total Impressions. Intuit estimates but does not guarantee to deliver [***] ----------------- --- Impressions of Client's Sponsor Graphics described in this Section 5 during the period agreed upon by the parties. If Intuit fails to deliver such Impressions during the agreed upon time period, Intuit agrees to run such promotions in equivalent areas and placement, as mutually agreed upon by the parties until such Impressions have been delivered.

6. QUICKBOOKS SITE PROMOTION

6.1 Banner Advertisements. Commencing on the Launch Date and continuing --------------------- throughout the Term, Intuit will include Banner Advertisements consisting of 468x60 pixels on the QuickBooks Site.

6.2 Total Impressions: Intuit estimates but does not guarantee to deliver [***] ----------------- --- Impressions of Banner Advertisements described in this Section 6 during the Term of this Agreement. Intuit acknowledges it is Client's preference to have Intuit deliver such Impressions as follows:

[***] ---

If Intuit fails to deliver such Impressions during the twelve (12) month period following the Launch Date, Intuit agrees to run such promotions in equivalent areas and placement, as mutually agreed upon by the parties, until such Impressions have been delivered.

7. QUICKEN SOFTWARE PROMOTION

7.1 Banner Advertisements. Commencing on the Launch Date and continuing --------------------- throughout the Term, Intuit will serve Banner Advertisements consisting of 468x60 pixels into the Quicken Software.

7.2 Total Impressions: Intuit estimates but does not guarantee to deliver [***] ----------------- --- Impressions of Banner Advertisements described in this Section 7 during the Term of this Agreement. Intuit acknowledges it is Client's preference to have Intuit deliver such Impressions as follows:

[***] ---

If Intuit fails to deliver such Impressions during the twelve (12) month period following the Launch Date, Intuit agrees to run such promotions in equivalent areas and placement, as mutually agreed upon by the parties, until such Impressions have been delivered.

8. LAUNCH DATE, RESPONSIBILITY FOR INTUIT SITES AND REPORTING

8.1 Client Obligations. Client will use reasonable efforts to assist Intuit in ------------------ implementing the promotional placements and advertising described in the Agreement. The parties recognize that the Launch Date can be met only if Client provides final versions of all Client Graphics, text, Banner Advertisements and other promotional media and valid URL links necessary to implement the promotional placements and

- ------------------ [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

4

advertising described in this Agreement (collectively, Impression Material) to Intuit at least ten (10) days prior to the Launch Date.

8.2 Untimely Delivery Options. In the event that Client fails to provide the ------------------------- Impression Material to Intuit at least ten (10) days in advance of the Launch Date, Intuit may, at its sole discretion (i) reschedule the Launch Date to the earliest practicable date according to the availability of Intuit's engineering resources after delivery of the complete Impression Material or (ii) commence delivery of Impressions based on Impression Material in Intuit's possession at the time and/or reasonable placeholders created by Intuit.

8.3 Intuit Sites. Intuit will have sole responsibility for providing, hosting ------------ and maintaining, at its expense, the Intuit Sites. Subject to the terms and conditions set forth herein, including without limitation, the obligations of Intuit set forth in Sections 2-7, Intuit will have sole control over the look and feel of the Intuit Sites including, but not limited to, the display, appearance and placement of the parties' respective names and/or brands and the promotional links. Notwithstanding the above, Client acknowledges that the Banner Advertisements may be served by a third party authorized by Intuit (Authorized Advertisement Server)

8.4 Reports. Intuit or its Authorized Advertisement Server will provide Client ------- with monthly reports (Usage Reports) substantiating the number of Impressions of Client's Banner Advertisements, Client Graphics, Sponsor Client Graphics and Links displayed on the Intuit Sites, the total number of click-throughs generated by each such advertisement or graphic, and such other information as the parties shall mutually agree.

8.5 Records/Audit. Intuit will maintain accurate records with respect to the ------------- calculation of Impressions delivered pursuant to this Agreement. Client may, upon no less than thirty (30) days prior written notice to Intuit, cause an independent Certified Public Accountant to inspect all relevant records of Intuit upon which the calculation of Impressions under the Usage Reports are based during Client's normal business hours. The fees charged by such Certified Public Accountant in connection with the inspection will be paid by Client unless the number of Impressions are determined to have been less than ninety-five percent (95%) of the Impressions due to Client, in which case Client will be responsible for the payment of the reasonable fees for such inspection. In addition, if the audit reveals such shortfall in the number of Impressions generated, Intuit shall continue to display Client's Banner Advertisements, Client Graphics, Sponsor Client Graphics and Links on the Intuit Sites as set forth herein. The audit rights set forth herein shall continue for one (1) year following the termination of this Agreement for any reason. No such audit may occur more than once a year during the Term.

9. EXCLUSIVITY

Throughout the Term Intuit will not place, and will not allow any party acting on its behalf to place, any graphic, link or other form of advertising or media on any page of the Quicken.com Site and/or on any page on the AOL.com Personal Finance Site (other than the Channel Home Page), which markets or promotes any electronic postage product, postage meter

and/or service (Postage Products) offered by a Client Competitor. Notwithstanding the above, Intuit may include editorial content or tools about or from a Client Competitor and include Client Competitors in directory listings.

10. FEES

10.1 Sponsorship, Advertising and Exclusivity Fees. Client will pay Intuit --------------------------------------------- sponsorship and advertising fees of $2,644,010 and an exclusivity fee of $661,003. Such fees shall be paid to Intuit as follows. An initial fee of $[***] shall be due and payable on the Effective Date. The remaining --- balance of $[***] shall be paid to Intuit in 12 equal monthly installments --- of [***]. Each monthly installment should be payable in advance and due no --- later than the fifth (5th) of the month.

- ------------------- [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

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10.2 Transaction Fees. Separate and apart from the fees in Subsection 10.1 above, at such time as Client has acquired [***] New Customers (the --- Minimum Customer Number) Client will pay Intuit [***] of the Net --- Transaction Revenues it receives from each New Customer acquired by Client above the Minimum Customer Number (Transaction Fee). Within fifteen (15) days after the end of each month, Client will provide a monthly report (the Transaction Fee Report) to Intuit. The Transaction Fee Report will report the Net Transaction Revenue and Transaction Fees for such month. All Transaction Fees due per the Transaction Fee Report will be paid with the submission of such Report.

10.3 Records/Audit. Client will maintain accurate records with respect to the ------------- calculation of all Transaction Fees due under this Agreement. Intuit may, upon no less than thirty (30) days prior written notice to Client, cause an independent Certified Public Accountant to inspect all relevant records of Client upon which the calculation of such payments are based during Client's normal business hours. The fees charged by such Certified Public Accountant in connection with the inspection will be paid by Intuit unless the payments made to Intuit are determined to have been less than ninety- five percent (95%) of the payments actually owed to Intuit, in which case Client will be responsible for the payment of the reasonable fees for such inspection. In addition, Client shall immediately remit payment to Intuit for the full amount of any disclosed shortfalls. The audit rights set forth herein shall continue for one (1) year following the termination of this Agreement for any reason. No such audit may occur more than once a year during the Term.

10.4 Cost and Expenses. Unless otherwise provided in this Agreement, each ------------------ party shall bear its own costs and expenses in connection with its activities performed under this Agreement.

11. PUBLICITY

Unless required by law, neither party will make any public statement, press release or other announcement relating to the terms of or existence of this Agreement without the prior written approval of the other. Notwithstanding the foregoing, the parties agree to issue a mutually acceptable initial press release regarding the relationship between Intuit and Client, within thirty (30) days of the Effective Date unless agreed otherwise by the parties.

12. TERM AND TERMINATION

12.1 Term. Unless otherwise terminated as specified in this Section 12, the ---- term of this Agreement shall begin on the Effective Date and will not end until the later of (a) twelve (12) months from the Launch Date; or (2) the date Intuit displays a total of 176,717,916 Impressions in accordance with the terms set forth herein (Term).

12.2 Termination. Either party may terminate this Agreement if the other party ----------- materially breaches a material obligation hereunder and such breach remains uncured for thirty (30) days following the notice to the breaching party of the breach and the notifying party's intention to terminate. All undisputed payments that have accrued prior to the termination or expiration of this Agreement for any reason will be payable in full within thirty (30) days thereof. In addition, upon the termination of this Agreement by Client for any reason, a pro-rata amount of the Monthly Payment Fee shall be refunded to Client calculated as follows: the Monthly Payment Fee less the cost of the Impressions displayed for such month as of the effective date of the termination, calculated on an average CPM basis.

12.3 Survival. The provisions of Section 6.5, Section 10.3, Section 12.3, --------

Section 13.1, Section 14, Section 15, Section 16, Section 17, and Section 18 will survive any termination or expiration of this Agreement.

- --------------------- [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

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12.4 Renewal. If Intuit elects to provide advertising, sponsorship or other ------- promotional space on all or any portion of the Intuit Sites for a Client Competitor, Intuit agrees to negotiate with Client in good faith regarding such promotional opportunity. In the event the parties fail to reach agreement within ten (10) business days following the commencement of such good faith negotiations (or such later date as the parties may agree to), Intuit may offer the opportunity to any third party on terms and conditions no less favorable then those offered to Client.

13. TRADEMARK OWNERSHIP AND LICENSE

13.1 Ownership. Client will retain all right, title and interest in and to its --------- trademarks, service marks and trade names worldwide, subject to the limited license granted to Intuit hereunder. Intuit will retain all right, title and interest in and to its trademarks, service marks and trade names worldwide, subject to the limited license granted to Client hereunder.

13.2 License. Each party hereby grants to the other a non-exclusive, limited ------- license to use its trademarks, service marks or trade names only as specifically described in this Agreement. All such use shall be in accordance with each party's reasonable policies regarding advertising and trademark usage as shall be established or changed from time to time in each party's sole discretion. Upon the expiration or termination of this Agreement, each party will cease using the trademarks, service marks and/or trade names of the other except as the parties may agree in writing or to the extent permitted by applicable law.

14. CONTENT OWNERSHIP

Client will retain all right, title and interest in and to the Client Site worldwide including, but not limited to, ownership of all copyrights, look and feel and other intellectual property rights therein. Intuit will retain all right, title, and interest in and to the Intuit Sites worldwide including, but not limited to, ownership of all copyrights, look and feel and other intellectual property rights therein.

15. CONFIDENTIALITY AND USER DATA

15.1 Definition. For the purposes of this Agreement, Confidential Information ---------- means this Agreement, and all information about the disclosing party's (or its suppliers') business or activities that is proprietary and confidential, which shall include all business, financial, technical and other information of a party marked or designated by such party as confidential or proprietary at the time of disclosure. In addition, the Usage Reports are considered to be confidential to Intuit.

15.2 Exclusions. Confidential Information will not include information that (i) ---------- is in or enters the public domain without breach of this Agreement, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, (iii) the receiving party rightfully knew prior to receiving such information from the disclosing party or (iv) the receiving party develops independent of any information originating from the disclosing party.

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

15.4 User Data. All information and data provided to Intuit by users of the --------- Intuit Sites or otherwise collected by Intuit relating to user activity on the Intuit Sites shall be retained by and owned solely by Intuit. All information and data provided to Client by users of the Client Site or otherwise collected by Client relating to user activity on the Client Site shall be retained by and owned solely by Client. Each party agrees to usesuch information only as authorized by the user and shall not disclose, sell, license, or otherwise transfer any such information to any third party (except as required by law) or use the user information for the transmission of junk mail, spam, or any other unsolicited mass distribution of information.

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15.5 Limitations. Notwithstanding the foregoing, each party may disclose

----------- Confidential Information (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law or (ii) on a need-to-know basis under an obligation of confidentiality to its legal counsel, accountants, banks and other financing sources and their advisors.

16. WARRANTY/INDEMNITY/DISCLAIMER OF WARRANTIES

16.1 By Client. Client represents and warrants that (i) it has full power and --------- authority to enter into this Agreement; (ii) entering into and performance of this Agreement by Client does not violate, conflict with, or result in a material default under any other contract or agreement to which Client is a party, or by which it is bound; and (iii) it has the right to make available the services on the Client Site.

16.2 By Intuit. Intuit represents and warrants that (i) it has full power and --------- authority to enter into this Agreement; (ii) entering into and performance of this Agreement by Intuit does not violate, conflict with, or result in a material default under any other contract or agreement to which Intuit is a party, or by which it is bound; and (iii) it has the right to make available on the Intuit Sites the Banner Advertisements, Sponsor Client Graphics, Links and other advertisements placed hereunder.

16.3 By Client. Client will defend and/or settle any third party claim brought --------- against Intuit, its affiliates, officers, directors, employees, consultants and agents arising from: (1) a breach of Client's representations or warranties under Section 16.1; (2) any claim that Client's Impression Materials infringe or violate any third party's copyright, U.S. patent, trade secret, any patent outside of the US which Client has knowledge of, or trademark; or (3) content provided by Client for the Client Site or the products and services of Client offered on the Client Site, and will pay resulting costs, damages and reasonable attorneys' fees finally awarded, provided that Intuit promptly notified Client in writing of any and all such claims. Client has sole control of the defense and all related settlement negotiations and Intuit reasonably cooperates with Client with the defense and/or settlement thereof, at Client's expense. Notwithstanding the foregoing, Client shall not, without Intuit's prior written consent (which consent shall not be unreasonably withheld or delayed), make any such settlement that imposes any obligation, financial or otherwise, upon Intuit. Intuit may not settle or compromise such claim, action or allegation, except with the prior written consent of Client. Intuit may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim, action or allegation, at Intuit's cost and expense.

16.4 By Intuit. Intuit will defend and and/or settle any third party claim --------- brought against Client, its affiliates, officers, directors employees, consultants and agents arising from (1) a breach of Intuit's representations or warranties under Section 16.2; or (2) any claim arising from the Intuit Sites other than content or services provided by Client, and will pay resulting costs, damages and reasonable attorneys' fees finally awarded, provided that Client promptly notifies Intuit in writing of any and all such claims. Intuit has sole control of the defense and all related settlement negotiations, and Client reasonably cooperates with Intuit with the defense and/or settlement thereof at Intuit's expense. Notwithstanding the foregoing, Intuit shall not, without Client's prior written consent (which consent shall not be unreasonably withheld or delayed), make any such settlement that imposes any obligations, financial or otherwise, upon Client. Client may not settle or compromise such claim, action or allegation, except with the prior written consent of Intuit. Client may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim, action or allegation, at Client's costs and expense.

16.5 DISCLAIMER. EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY ---------- WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

17. LIMITATION OF LIABILITY

EXCEPT UNDER SECTIONS 15 AND 16, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER

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BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF EITHER PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER (EXCEPT UNDER SECTIONS 15 AND 16), WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS TO BE PAID BY CLIENT TO INTUIT HEREUNDER.

18. GENERAL

18.1 Assignment. Neither party may assign this Agreement, in whole or in part, ---------- without the other party's written consent (which will not be unreasonably

withheld or delayed); provided however, that either party may assign its rights and obligations hereunder in the event of a sale of all, or substantially all of such party's assets related to this Agreement, whether by merger, reorganization, operation of law or otherwise, or (2) either party's assignment and/or delegation of its rights and responsibilities hereunder to a wholly-owned subsidiary or joint venture in which the assigning party holds an interest. Any attempt to assign this Agreement other than as permitted above will be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of both parties, their successors and permitted assigns.

18.2 Applicable Law and Jurisdiction. This Agreement and the performance of ------------------------------- the parties under this Agreement shall be governed by and construed in accordance with the laws of the State of California, U.S.A., except that body of law concerning conflicts of laws. In any action relating to the parties, the parties consent to jurisdiction in a state or federal court in Santa Clara County, California.

18.3 Notice. Unless otherwise stated, all notices required under this Agreement ------ shall be in writing and shall be considered given (i) when delivered personally, (ii) within five (5) days of mailing, certified mail, return receipt requested and postage prepaid (iii) one (1) day after deposit with a commercial overnight carrier, or (iv) when delivered by facsimile transmission. All communications will be addressed as follows (unless changed by notice):

To Client: Stamps.com 2900 31st Street, Suite 150 Santa Monica, CA 90405-3035 Attn: Vice President, Business Development

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To Intuit: If hand delivered or faxed: -------------------------- Intuit Inc. 2535 Garcia Avenue MS 2550 Mountain View, California 94043 Attn: General Counsel Phone: 650.944.6000 Fax: 650.944.5656

If mailed: --------- Intuit Inc. P.O. Box 7850 MS 2550 Mountain View, CA 94039-7850 Attn: General Counsel

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

18.5 Force Majeure. Any delay in or failure of performance by either party ------------- under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages, failures of the Internet, and Client's failure to obtain any necessary governmental approval required in connection with the performance of its obligations hereunder.

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

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

18.8 Counterparts. This Agreement may be executed in counterparts, each of ------------ which will serve to evidence the parties' binding agreement.

Client: Stamps.com Inc. Intuit Inc. ---------------

By: __________________________ By: _______________________

Name: __________________________ Name: _______________________

Title: __________________________ Title: _______________________

Date: __________________________ Date: _______________________

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EXHIBIT A

CLIENT COMPETITORS

E-Stamp

Pitney Bowes

Neopost

United States Postal Service Francotype Postalia Ascom

The parties shall meet on a quarterly basis to determine what, if any, changes shall be made to the Client Competitor list. Notwithstanding the above, in the event a Client Competitor is acquired by a third party which is involved in the sales and/or marketing of goods and services outside of electronic postage products, postage meters and/or postage services (Non Postage Products), Intuit shall be restricted from promoting the Postage Products of such entity but shall not be restricted from marketing and/or promoting the Non Postage Products of such entity.

11
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party's obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
Example Output:
34584