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 unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Ex Input:
Exhibit 10.6 MediWound Ltd. and Challenge Bioproducts Corporation Ltd. Supply Agreement As amended on February 28, 2010

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

SUPPLY AGREEMENT This Supply Agreement (Agreement) was made and entered into as of the 11 day of January, 2001 by and between MediWound Ltd., a corporation organized and existing under the laws of Israel (hereinafter referred to as MediWound) and Challenge Bioproducts Corporation Ltd., a corporation organized and existing under the laws of the Republic of China (hereinafter referred to as CBC) and amended by the parties on February 28, 2010 (Amendment Effective Date). WITNESSETH: THAT Whereas MediWound and CBC have originally entered into this Agreement on the date stated above (copy of which shall be attached hereto as Exhibit A); and Whereas, the parties hereto have agreed to amend and add certain terms and conditions to this Agreement as of the Amendment Effective Date, all as set forth and marked herein; and Whereas, CBC has invented and developed methods, processes and equipment to manufacture, and produce Bromelain SP (as such term is defined below), specially processed for transformation into a Bromelain-based pharmaceutical product derived from pineapple stems, known as Debridase (the Product); and Whereas, subject to the going into effect of a License Agreement dated September 27, 2000 between MediWound and Mark Klein (respectively, the Klein Agreement and Klein) as amended on June 19, 2007, MediWound shall have an exclusive license under patents and other intellectual property, to develop, use, manufacture, market and sell the Product for burn treatment in humans; and Whereas, MediWound desires to utilize Bromelain SP in the development and commercialization of the Product and to subsequently purchase Bromelain SP in bulk form to make and have made Product and pharmaceutical preparations thereof; and Whereas, CBC is willing to supply Bromelain SP to MediWound for such purpose on the terms and conditions set forth hereunder. NOW THEREFORE IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS SET FORTH HEREIN IT IS HEREBY AGREED AS FOLLOWS:

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 2

1. Definitions Terms defined in this Section 1 and elsewhere, parenthetically, in this Agreement, shall have the same meaning throughout this Agreement. 1.1 Affiliate means any firm, person or company which controls, is controlled by or is under common control with a party to this Agreement and for the purpose of this definition the term control means the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of such firm, person or company whether through the ownership of voting securities, by contract or otherwise or the ownership either directly or indirectly of 20% (twenty percent) or more of the voting securities of such firm, person or company. 1.2 Approval means the grant of all necessary governmental and regulatory approvals required for the marketing, distribution and sale of a pharmaceutical product in any particular country, by a Regulatory Authority, and approvals required for pricing and reimbursements (if appropriate). 1.3 Bromelain SP means material derived from pineapple stems, [having the specification as presented in exhibit 1.13] presently manufactured by CBC at the Facility by a special process and used as a raw material in the production of the Product. 1.4 Conditions Precedent means the cumulative conditions listed in Section 2.1. 1.5 Effective Date shall have the meaning ascribed to such term in Section 2.2. 1.6 Facility means CBC's production facility in Tou-Liu City, Yun-Lin Hsien, Taiwan, R.O.C. 1.7 FDA means the Food and Drug Administration of the United States Government or any successor thereto. 1.8 Klein means Mr. Mark C. Klein. 1.9 LR means either or both of L.R. R & D Ltd. and/or Professor Lior Rosenberg. 1.10 Major Country means the USA, and the major European and Asian countries listed in Exhibit 1.10 attached hereto. 1.11 MOU means the Memorandum of Understanding of January 18, 2000 between MediWound (as assignee of Clal Biotechnology Industries Ltd.), Klein and CBC. 1.12 Regulatory Authority means the FDA or similar governmental or other agency in any country having authority to grant Approval. 1.13 Specifications means the specifications for Bromelain SP set forth as Exhibit 1.13 hereto, as the same may be amended with the consent of both parties hereto, it being agreed that no amendment may be made thereto or refused which would

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 3

render Product incapable of application on humans or the use, supply or sale thereof in breach of any regulations. 1.14 Sub-Contractor means any firm or company whose services are retained by MediWound to transform Bromelain SP into Product and to package, label and deliver pharmaceutical preparations of the Product in finished form to MediWound and its sub- licensees. All references to MediWound under Sections 3.1, 5, 6 and 7.1 shall be construed as being inclusive of Sub- Contractors, unless the context dictates otherwise. 1.15 Technical Information means that information in use at the Facility during the term of this Agreement, relating to the manufacture of Bromelain SP meeting the Specifications, in bulk, as more comprehensively described in Section 1.15 of the TT Agreement. 1.16 TT Agreement means the Technology Transfer Agreement dated January 11, 2001 between the parties hereto, whereby CBC undertakes to transfer the Technical Information to MediWound. 2. Conditions Precedent 2.1 Conditions Precedent to the provisions of this Agreement becoming effective shall be all of the following: 2.1.1 Execution of a License Agreement between MediWound and LR whereby MediWound shall license certain Product-related know-how from LR; and 2.1.2 Execution of the TT Agreement. 2.2 The date upon which MediWound shall have acknowledged in writing to CBC that the Conditions Precedent have all been met shall be the Effective Date. Where the Conditions Precedent have not been met by January 31, 2001, for any reason whatsoever, then this Agreement and the MOU shall be deemed terminated as of that date with no further liability of either party, except for the obligation of confidentiality, as set forth in the MOU. 3. Grant of Rights 3.1 As from and subject to the Effective Date, and subject to the terms and conditions of this Agreement, CBC shall supply Bromelain SP to MediWound and MediWound shall acquire Bromelain SP from CBC, for transformation into the Product. 3.2 MediWound's rights as per Section 3.1 will be exclusive in the sense that CBC shall not nor shall permit any Affiliate or third party to manufacture, use, supply

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 4

or sell Bromelain SP for utilization as an ingredient of any product which directly or indirectly competes with the Product. 4. Financial Provisions 4.1 In consideration for CBC's undertaking to supply Bromelain SP to MediWound and other obligations of CBC pursuant to this Agreement, MediWound has paid to CBC US$ [***] (US Dollars [***]) within 3 (three) business days of the Effective Date. 4.2 Payments for supply of Bromelain SP by CBC to MediWound as of the Amendment Effective Date shall be made in accordance with the following provisions: 4.2.1 The price of [***] Kg of an accepted batch of Bromelain SP (by MediWound pursuant to Section 6.4) shall be in accordance with the price per annual quantity table in Exhibit 4.2 attached hereto. The price used for invoicing during the year shall be based on the quantity in the Annual Forecast. At the end of each year the parties shall recalculate the amounts to be paid pursuant to the actual quantities purchased throughout the passing year and adjust the payments accordingly (for example: if the actual quantity purchased during the past year was higher than the Annual Forecast and such higher quantity should have been invoiced as per a lower price per Kg of Bromelain SP in accordance with price per annual quantity table in Exhibit 4.2, CBC shall recalculate the invoices for the past year as per the actual price that should have been invoiced and credit MediWound for the balance within [***] days accordingly. If the actual quantity purchased during the past year was lower than the Annual Forecast and such lower quantity should have been invoiced as per a higher price per Kg of Bromelain SP in accordance with price per annual quantity table in Exhibit 4.2, CBC shall recalculate the invoices for the past year as per the actual price that should have been invoiced and invoice MediWound for the balance within [***] days accordingly). 4.2.2 CBC may increase the prices only pursuant to an increase in its cost of manufacturing of the Bromelain SP. Any such increase shall be subject to MediWound's pre-approval, and no increase shall be executed more often than once every [***] months and any changes thereto shall be in-line with current market prices for Bromelain manufacturing except that (i) there is a change of cost of manufacturing of Bromelain SP due to a change requested by regulatory agency and confirmed by MediWound; and (ii) the Taiwan official Wholesale Price Index varies over [***]% within [***] months. When such exceptional situations arise, an increase

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 5

of price shall be considered by MediWound at CBC's written request without the limit of no more often than once every [***] months. 4.2.3 MediWound shall make payment for each Bromelain SP batch that was supplied by CBC on a [***] days basis as of the date of delivery of the applicable batch at MediWound, provided that MediWound has provided CBC with an Acceptance Batch Notice for such purchased batch pursuant to Section 6.4. Payment for each purchase batch shall be effected by MediWound by swift to a bank account designated by CBC, or by other requested method as agreed between the parties. MediWound shall make down payment of USD[***]/kg for the [***]% of the amount of Annual Forecast before Dec.31 of the respective year for the insurance of components and materials and maintenance of manufacture and supply capacity of the requested [***]% of the next calendar year's Annual Forecast. The down payment will be then deducted respectively as every shipment is made to MediWound and listed in CBC's Invoice to MediWound. 4.2.4 Payment shall be made directly to CBC for payment for each order of Bromelain SP or, at CBC's written request, to Golden Life International Co., Ltd. on CBC's behalf, for payments other than any order of Bromelain SP (Payee); provided however, that any such payment to the Payee shall be considered as valid payment to CBC (as if made directly to CBC) in accordance with this Agreement, and that so long as such payment is made in accordance with CBC's said request, CBC shall have no claims or demands against MediWound for non-payment or in any other respect whatsoever in this regard. CBC solely shall be responsible to ensure that payment by MediWound to the Payee pursuant to CBC's request does not violate any applicable laws and regulations. Any tax implications due to payment to the Payee in accordance with CBC's request shall be borne by CBC. For avoidance of doubt, it is clarified that the Payee shall not be considered as a third party beneficiary under this Agreement and shall not have any rights to enforce payment or any other rights of CBC under this Agreement. 4.2.5 Invoices shall only be issued upon delivery of the Bromelain SP batch which shall take place only after CBC's quality control department has completed its testing and authorized delivery to MediWound, and MediWound's quality control department has provided CBC with an Acceptance Sample Notice for that batch and that the batch itself can be delivered.

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 6

4.2.6 The consideration to be paid pursuant to this Agreement is final and inclusive of all taxes and/or duties, of whatsoever nature. If applicable laws require the withholding of taxes, MediWound will deduct the taxes from the related payment otherwise due to CBC, and such taxes shall be paid to the proper taxing authority. For avoidance of doubt, payments will be made only after receiving exemption from tax deduction approval from the tax authority in Israel. Delay in payment as a result of not receiving such exemption will not constitute late payment or breach hereunder. 5. Manufacture of Bromelain SP 5.1 Without derogating from CBC's representations and warranties herein, CBC and MediWound shall work together in order to enable the CBC facility to accomplish all required standards, related to the manufacturing, packaging and delivering of Bromelain SP in accordance with the Specifications, GACP (Good Agricultural and Collection Practice) and cGMP (Current Good Manufacturing Practice) standards, ISO 22000 and all other applicable laws and regulations. For such purpose, and without derogating from other terms herein, CBC shall permit MediWound, and/or a consultant on MediWound's behalf, to access and inspect the CBC facility and advise MediWound and/or CBC on such actions to be taken for accomplishing such compliance. Such mutual regulatory preparations shall begin no later than the finalization of MediWound's current phase III clinical trial. CBC warrants and represents that all Bromelain SP shall be manufactured and supplied in compliance with the Specifications, quality control methods and test methods, all applicable SOP's and all applicable laws, and in accordance with GACP, cGMP, including the relevant guidelines, policies, codes, requirements, regulations, approvals and/or standards from time to time promulgated or issued by any relevant governmental and/or regulatory authority which relate to the manufacture of the Bromelain SP to be used for the production of a pharmaceutical agent as the Product. CBC warrants further that CBC has, and will for the duration of this Agreement retain, all applicable regulatory approvals required for the carrying out of its obligations hereunder, including without limitation the manufacturing, packaging and supply of the Bromelain SP. 5.2 All manufacturing, packaging and labeling activities done at CBC will be performed according to the pre-approved batch records. If CBC wishes to make changes to the Specifications, the production and/or packaging batch records, the SOPs related to the Bromelain SP, or the design of the manufacturing process or any other change during production which would effect the quality of the

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 7

Bromelain SP or of the Product and/or otherwise would effect the Bromelain SP in any way or which might effect the regulatory approvals of the Product, then CBC shall (i) notify MediWound in writing at least 6 months in advance regarding such proposed changes, and (ii) represent that such change will not adversely effect the quality of the Bromelain SP or of the Product in any way, and (iii) not make such changes without MediWound's prior written approval, and (iv) will assure that such change will not delay or in any way effect any open orders for Bromelain SP. 5.3 MediWound shall participate and support the upgrade of the Facility and the generation of documentation for submission to the relevant Regulatory Authorities, all as may be determined to be necessary and appropriate, by independent regulatory consultants, designated by mutual consent. Such participation and support shall be in the form of an investment made by MediWound in the CBC facility, not to exceed $[***] (US Dollars [***]). 5.4 CBC undertakes to keep all records reasonably required by MediWound relating to the manufacture, quality control and testing of Bromelain SP. Such records shall include, but not be limited to, all records required by applicable laws and regulations, of the territories in which the Product is marketed and sold. MediWound (itself or through anyone on its behalf) or any relevant regulatory authority shall have the right to audit any such records and/or the relevant facilities of CBC (or any facilities of any CBC third party or subcontractor involved in the manufacture, quality control and/or supply of the Bromelain SP) with reasonable prior notice, during regular business hours, including the right to ask CBC to provide any relevant documents. CBC shall inform MediWound of any announced regulatory inspections that directly involve the Bromelain SP or the Product within 48 hours of the notification to CBC of such an inspection. 5.5 During the term of this Agreement, CBC shall make available to MediWound any and all information and data which it generates or which comes into its possession relating to any improvements in the manufacture and supply of the Bromelain SP. CBC shall, throughout the term of this Agreement, assist MediWound in all respects with regard to regulatory submission including but not limited to providing any information, data or documents in its possession. If any regulatory agency requests any changes to the Specifications or the manufacturing process, (including but not limited to any changes as a result of an audit performed) CBC shall (i) inform MediWound in advance and in writing of the changes needed to be made, and (ii) promptly advise MediWound as to any lead-time changes or other terms which may result therefrom, and (iii) make such changes, in coordination with MediWound as soon as possible.

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 8

5.6 Sampling and Testing Procedures 5.6.1 The sampling procedures of incoming raw materials, packaging materials, in process control and released Bromelain SP shall be agreed between CBC and MediWound and conducted by CBC as per CBC's signed SOP as approved by MediWound. 5.6.2 MediWound and CBC will jointly agree and update from time to time as applicable the incoming raw materials, in-process and release testing methods applicable to the Bromelain SP. 5.6.3 CBC will test each batch of Bromelain SP for conformance with the batch Specifications, and for each batch of the Bromelain SP supplied by CBC, CBC will provide a certificate of analysis signed and dated by the responsible person at CBC, who has released the batch. 5.6.4 For each batch provided, CBC shall provide to MediWound a copy of the batch production and packaging execution records and shall retain such original records for one (1) year beyond the shelf-life of the Bromelain SP unless required by MediWound or under applicable laws and regulations to maintain the records for a longer period of time. 5.7 Quality Assurance Investigations 5.7.1 Any deviation from the production process during the manufacture thereof shall be explained and documented in batch records. Any deviation that may impact on the safety/quality of the Bromelain SP or the Products and on other related issues will be investigated by CBC, and communicated to MediWound within 48 hours from the time of discovery. Following the investigation, the relevant corrective actions shall be taken and implemented. 5.7.2 CBC shall perform an out-of-specifications investigation in respect of batches that do not meet the batch Specifications. 5.7.3 Each investigation shall be reviewed by a CBC designated quality representative, and will follow the procedures recommended by regulatory agencies and as set out in relevant CBC SOP's. All completed investigation reports and other written documentation relating to all investigations shall be provided to MediWound and shall be included in the applicable released and executed batch records. Any corrective actions shall be discussed and agreed by the parties before being executed by CBC.

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 9

5.8 Quality Complaints; Recall 5.8.1 MediWound and CBC shall notify each other immediately by an e-mail, of any information concerning the quality and/or malfunction of the Bromelain SP. The parties will investigate all complaints, and shall respond in accordance with mutually agreed SOP's. Both parties shall comply with requirements of all regulatory authorities in dealing with complaints. MediWound shall have the right to determine whether any adverse event should be reported to any applicable regulatory authority. All quality assurance and/or quality complaints shall be handled in accordance with this section above. 5.8.2 In the event that CBC has any reason to believe that the Bromelain SP or one or more Products should be recalled or withdrawn from distribution, CBC shall immediately notify MediWound in writing. In such event MediWound shall, at MediWound's sole discretion, determine whether to recall or withdraw the Product from the market. 5.8.3 If a recall of the Product is due to CBC or the Bromelain SP, then the recall shall be conducted by MediWound at CBC's expense, and CBC shall replace such Bromelain SP at no charge to MediWound or shall provide MediWound with a credit or refund of same, at MediWound's election. 5.9 Storage CBC shall store, in accordance with the applicable CBC SOP, free of charge, Bromelain SP batches at its premises in appropriate storage conditions, for up to ninety (90) days from the day of the Acceptance Sample Notice for the respective batch or longer if CBC was unable to deliver such batch to MediWound earlier following the Acceptance Sample Notice. The Bromelain SP shelf life and designated packaging shall be in accordance with CBC SOP and subject to the supportive results of a proper stability study. 5.10 Retention of Samples CBC shall retain samples of Bromelain SP stored at their original package from each batch for the duration of the Products' shelf- life and for a period of one (1) additional year thereafter, in quantities sufficient to enable the performance of two (2) CBC's full release tests in accordance with the CBC's release specifications and release methods. 6. Supply of Bromelain SP 6.1 MediWound undertakes to purchase, and CBC undertakes to furnish, supply and deliver Bromelain SP to MediWound, in bulk, on the terms and conditions hereinafter set forth.

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 10

6.2 MediWound shall furnish CBC with a non-binding forecast of its anticipated annual requirements of Bromeline SP by no later than November 1 of each year (Annual Forecast), for the next calendar year. Notwithstanding the foregoing, the first forecast for the calendar year that commenced on January 1, 2001, was furnished by MediWound to CBC by March 15, 2001. MediWound undertakes to order at least [***]% of the Annual Forecast per each year. CBC shall maintain, at all times, manufacture and supply capacity of at least [***]% of the Annual Forecast and shall maintain, in coordination with MediWound, inventory of Bromelain SP at its premises of (i) at least [***]% of the applicable Annual Forecast; and (ii) all Bromelain SP components and materials (the BSP Components and Materials) needed for the manufacture and supply of the Bromelain SP such that CBC can guarantee continuous supply of the Bromelain SP in accordance with MediWound's complete Annual Forecasts. In addition, the inventory of the BSP Components and Materials shall not be less than needed to manufacture [***] months stock of Bromelain SP (compared to the open purchase orders and the applicable Annual Forecast) or longer (respectively) for BSP Components and Materials having a lead time of more than [***] months. CBC shall provide MediWound with quarterly inventory and production reports for Bromelain SP and BSP Components and Materials. Purchase orders issued by MediWound to CBC for quantities within the [***]% of the Annual Forecast shall be binding upon CBC and shall be deemed accepted upon delivery of the purchase order to CBC. Such purchase orders shall be supplied on the date specified in the applicable purchase order provided that the lead time in any purchase order shall be at least [***] days as of the purchase order's date. Purchase orders issued by MediWound to CBC during a certain year for quantities exceeding [***]% of the applicable Annual Forecast shall be binding upon CBC, except that with respect to any amounts exceeding [***]% of the applicable Annual Forecast, CBC's obligation to provide such exceeding quantities shall be based on best efforts and CBC shall have an extended lead time for delivery as shall be agreed upon by the parties on a case by case basis. CBC shall confirm in writing, within 5 days of its acceptance of such exceeding purchase order, and shall state the anticipated delivery date for the exceeding amounts. Without derogating from CBC's obligations under this Agreement, in the event that CBC is unable to supply all the Bromelain SP covered under any purchase order on the dates specified in the applicable supply plans, CBC shall promptly notify MediWound in writing in a separate notice to MediWound of such delay or noncompliance. In such event, and without prejudice to any other

remedies

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 11

available to MediWound, CBC shall use its best efforts to fully comply with the purchase order as soon as possible. 6.3 CBC shall be responsible to prepare the shipment of Bromelain SP in accordance with a shipment SOP. Such shipment SOP shall comply with the regulatory requirements as well as specify the documents that should accompany any shipment (i.e. pro forma invoice, value for customs, specific declaration, and specific requirement for investigational products). CBC shall provide MediWound with copies of documents and reports with respect to each shipment of Bromelain SP, for quality assurance, quality control and regulatory purposes. 6.4 Prior to delivery of each batch of Bromelain SP, CBC shall submit a batch sample to MediWound for inspection and approval. MediWound shall have the right, for a period of [***] days following receipt, to reject any Bromelain SP sample which: 6.4.1 fails to comply with MediWound's purchase order; or 6.4.2 fails to comply with the sample incoming inspection Specifications. Within the said [***] days, MediWound shall notify CBC of either: (i) its approval and acceptance of such batch sample (Acceptance Sample Notice); or (ii) its rejection of the batch sample in which case MediWound shall detail the reason(s) for the rejection of any such Bromelain SP sample. In the event of rejection by MediWound, CBC shall deliver complying Bromelain SP sample to MediWound within [***] days of rejection, free of cost (including transportation, duty, handling and insurance costs). For clarification purposes, MediWound's Acceptance Sample Notice in accordance with this section above shall in no event derogate from CBC's responsibilities hereunder. After CBC receives MediWound's Acceptance Sample Notice, CBC shall deliver the corresponding batch to MediWound for inspection and approval. MediWound shall have the right, for a period of [***] days following receipt, to reject any Bromelain SP batch which: 6.4.3 fails to comply with MediWound's purchase order; or 6.4.4 fails to comply with the batch incoming inspection Specifications. Within the said [***] days, MediWound shall notify CBC of either: (i) its approval and acceptance of such batch (Acceptance Batch Notice); or (ii) its rejection of the batch in which case MediWound shall detail the reason(s) for the rejection of any such Bromelain SP batch. In the event of rejection by MediWound, at CBC's request and expense, MediWound shall return any such Bromelain SP batch to CBC and CBC shall deliver complying Bromelain SP

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 12

batch to MediWound within [***] days of rejection, free of cost (including transportation, duty, handling and insurance costs). For clarification purposes, MediWound's Acceptance Batch Notice in accordance with this section above shall in no event derogate from CBC's responsibilities hereunder. 6.5 If there is a dispute between the parties as to whether any Bromelain SP sample or batch complies with the sample or batch Specifications respectively and/or with the quality requirements set forth herein and/or under the law, then, without derogating from MediWound's remedies under this Agreement or at law, such dispute shall be resolved by mutual investigation of the parties which shall be conducted in good faith. If the parties are still unable to resolve such dispute, an independent, mutually agreed third party shall be retained as a consultant to review batch records and related documentation. Such consultant's determination in respect of the conformity of a sample or batch shall be binding upon the parties. The non-prevailing party shall bear the costs of consultant's services as well as for the production of the batch and corrective actions. If appropriate, pursuant to such investigation and/or consultant's determination, CBC shall replace the non-complying Bromelain SP within 30 (thirty) days thereafter, free of cost (including transportation, duty, handling and insurance costs). 6.6 CBC, at its own cost, shall obtain and shall cause to remain in effect, such licenses, permits, approval and consents as may be required for its performance hereunder, including, without limitation, export of Bromelain SP from the Republic of China. 7. Liability and Indemnity 7.1 CBC shall defend and assume responsibility for any suit, claim or other action by a third party alleging that MediWound's use of Bromelain SP infringes any patents or other rights of such third party. 7.2 MediWound shall be solely responsible for the commercialization of the Product, e.g. the completion of development, final formulation, the conduct of clinical trials (as necessary), labeling and packaging, as well as the due preparation and submission of all documentation required for the prosecution of registration and Approval of the Product in each of the countries in the Territory. MediWound shall assume all liabilities arising from the development, commercialization, use, offer for sale, sale or supply by, through or on behalf of MediWound or its Affiliates, of the Product (and related materials). 7A. Insurance In order to provide insurance coverage for CBC responsibilities, obligations and undertakings as set out under this Agreement and/or as required under any law with

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 13

respect to the manufacturing of Bromelain SP, CBC undertakes, at its sole cost and expense, to take out and maintain an All risk insurance against loss of and destruction or damage to the Facility (including fire, theft and vandalism, etc.), third party liability insurance, product liability insurance for the Bromelain SP and employers liability insurance. Without prejudice to the above, CBC shall maintain, or shall cause to be maintained with respect to itself and each of its Affiliates, such types and levels of insurance (including, without limitation, third party and product liability insurance), as are customary in the pharmaceutical or manufacturing industry to provide coverage for their activities contemplated hereby. Upon request of MediWound, CBC shall keep MediWound informed of the general parameters of its liability insurance program and any proposed substantive changes therein. Upon request, CBC shall furnish MediWound certification of insurance (and/or true copies of policies) showing the above coverage, signed by an authorized agent of the insurance company, certifying that liability assumed under this Agreement is fully insured without exception, and providing for at least thirty (30) days prior written notice. 7B. Limitation of Consequential Damages EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATION HEREUNDER, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE, DATA OR LOST PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THIS AGREEMENT, IN TORT OR OTHERWISE. 8. Confidentiality 8.1 CBC and MediWound undertake to each other to keep, and shall procure that their respective Affiliates, employees, directors, officers, consultants and contractors (including those of any Affiliate) shall keep, confidential all information received from each other during or in anticipation of this Agreement however obtained and in whatever form (the Confidential Information). For clarification purposes, any information, materials and know-how related to the Product and/or provided by MediWound in connection with this Agreement including any related intellectual property rights, shall be owned solely by MediWound and shall constitute MediWound's Confidential Information which may be used by CBC solely for the purpose of manufacturing and supply of Bromelain SP to MediWound. Confidential Information shall not include the following:

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 14

8.1.1 information which at the time of disclosure by one party to the other is in the public domain; 8.1.2 information which after disclosure by one party to the other becomes part of the public domain by publication except by breach of this Agreement; 8.1.3 information which the receiving party can establish by competent proof was already in its possession at the time of its receipt and was not acquired directly or indirectly from the other party; and 8.1.4 information received from third parties who were lawfully entitled to disclose such information. 8.2 Any Confidential Information received from the other party shall not be disclosed or used for any purpose other than as provided or anticipated under this Agreement. 8.3 The confidentiality and non-use obligations contained in this Agreement shall continue for the duration of this Agreement and for a period of 5 (five) years after termination or expiry of this Agreement, provided however that any Confidential Information with respect to the Product, including without limiting, such information with respect to intellectual property rights in connection with and/or related to the Products shall remain confidential in perpetuity. 8.4 The provisions of this Section 8 shall in no event prevent MediWound from disclosing any Technical Information to Regulatory Authorities or other governmental agencies in support of any application for regulatory approvals of the Product or any amendments thereof or in general whenever required to disclose such information under any applicable law or regulation. MediWound shall make reasonable efforts to notify CBC of its intention and the identity of the intended recipient as soon as reasonably practicable and if possible, prior to the date of disclosure. 9. Duration This Agreement shall come into force on the Effective Date and the amendments herein shall be in effect as of the Amendment Effective Date. This Agreement as amended shall continue in force until terminated in accordance with the provisions of Section 10. 10. Termination 10.1 MediWound may terminate this Agreement at any time, by 6 (six) months prior notice in writing.

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 15

10.2 CBC may terminate this Agreement by no less than 24 (twenty four) months notice given in writing by CBC to MediWound, or such greater period as may be reasonable for MediWound to establish an alternative source of manufacture of Bromelain SP and/or to acquire sufficient inventory of Bromelain SP for a 24 (twenty four) months period. 10.3 In the event of any breach of this Agreement at any time, if the breach complained of shall not be corrected by the breaching party within 90 (ninety) days of the other party's notice, either party hereto may, at its option: 10.3.1 by giving 90 (ninety) days written notice, specifying the breach complained of, terminate this Agreement, and the party asserted to be in breach shall have the right to treat the alleged breach as a dispute under Section 15; or 10.3.2 regard the breach and any failure to cure as the basis for a dispute and proceed to dispute resolution under Section 15 and such legal or equitable remedy as shall be applicable. 11. Effects of Termination 11.1 Upon termination of this Agreement, the parties shall abide by and uphold any and all rights or obligations accrued or existing as of the termination date, including, without limitation with respect to outstanding orders for Bromelain SP placed hereunder. 11.2 Any rights or remedies of either party arising from any breach of this Agreement shall continue to be enforceable after termination of this Agreement, unless previously waived in writing. 12. Assignment 12.1 Subject to Section 12.2, neither party shall assign its rights or obligations hereunder, in whole or in part, except with the prior written consent of the other party, except to a party acquiring all of the business of the assigning party to which this Agreement relates. Prior to any such permitted assignment the party wishing to effect the transaction shall procure that the third party concerned covenants directly with the other party to this Agreement to comply with the provisions of this Agreement, which shall be binding on it as the successor and assign of such party. 12.2 MediWound may assign all of its rights and obligations under this Agreement or perform some or all of its obligations under this Agreement through its Affiliates and Sub-Contractors, provided that MediWound shall remain solely responsible for and be guarantor of the performance by its Affiliates and Sub-Contractors and

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 16

procure that its Affiliates and Sub-Contractors comply fully with the provision of this Agreement in connection with such performance. 13. Miscellaneous 13.1 Failure or delay by either party in exercising or enforcing any right or remedy under this Agreement in whole or in part shall not be deemed a waiver thereof or prevent the subsequent exercise of that or any other rights or remedy. 13.2 CBC and its employees and MediWound and its employees shall at all times be considered as independent contractors of each other, and at no time or under any circumstances shall they be considered employees, representatives, partners or agents of each other. 13.3 This Agreement shall constitute the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersede all prior oral or written agreements, understandings or arrangements between them relating to such subject, except for the TT Agreement. The MOU shall be deemed so superseded by this Agreement only upon the Effective Date. 13.4 Other than as explicitly amended and marked herein, all applicable terms and conditions of the Agreement as originally executed by the parties shall remain without change and shall continue to be binding and in full force and effect. No change or addition may be made to this Agreement except in writing signed by the duly authorized representatives of both parties. 13.5 The provisions intended by their nature to survive the termination or expiration of this Agreement shall so survive including without limiting Sections 1, 3.2, 5.1, 5.2, 5.4, 5.8, 5.10, 7, 7A, 7B, 8, 11, 13 (as amended), 14 and 15. Without derogating from the foregoing, it is clarified that the restriction with respect to MediWound's intellectual property and CBC's obligations under the TT Agreement as well as MediWound's exclusive rights under this Agreement (as amended) shall continue to apply and survive the termination or expiration of the Agreement. 14. Notices 14.1 Any notice or other document given under this Agreement shall be in writing in the English language and shall be given by hand or sent by prepaid airmail, by facsimile transmission or electronic mail to the address of the receiving party as set out below unless a different address, facsimile number or e-mail address has been notified to the other in writing for this purpose. 14.2 MediWound's address for service of notices and other documents shall be:-

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 17

MediWound Ltd. 42 Hayarkon St., 81227 Yavne Israel Tel: +972 8 932 4010 Fax: +972 8 932 4011 E-Mail: [***] 14.3 CBC's address for service of notices and other documents shall be:- Challenge Bioproducts Corporation, Ltd. 17 Tou-Kong 12 Rd., Tou-Liu City, Yun-Lin Hsien, Taiwan, R.O.C., (CBC) Facsimile: +55-5572-045 E-Mail: [***] 15. Governing Law and Disputes 15.1 This Agreement is made under and subject to the provision of the substantive laws of the State of New York, without giving effect to its conflict of law rules. 15.2 Any disputes relating to this Agreement of whatever nature that cannot be resolved by negotiation between the parties shall be referred for final resolution to arbitration in New York City by 3 (three) Arbitrators under the Rules of the American Arbitration Association. The arbitration proceedings shall be conducted in English. The decision of the arbitrators shall be final and binding upon the parties and their legal successors. The arbitrators may at their discretion, provide for discovery by the parties not to exceed 4 (four) months from the date of notice of arbitration and the arbitrators shall notify the parties of their decision in writing within 30 (thirty) days of the completion of the final hearing. The arbitrators may at their discretion award costs and expenses in respect of the arbitration. 15.3 The parties submit to the exclusive jurisdiction of the courts of the State of New York.

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 18

IN WITNESS WHEREOF, the parties, each by its duly authorized signatory, have caused this Agreement to be executed as of the date first above- mentioned.

/s/ Gal Cohen

/s/ Ching-Kuan Lin

MediWound Ltd.

Challenge Bioproducts Corporation Ltd.

By: Gal Cohen

By: Ching-Kuan Lin

Its: Chief Executive Officer

Its: President

MediWound Ltd.

Challenge Bioproducts Co., Ltd.

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 19

List of Exhibits Exhibit 1.13 - Current Bromelain SP Specifications Exhibit 4.2 - Price list per annual quantity Exhibit A - a copy of this Supply Agreement as originally signed on 11/1/2001

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 20

Exhibit 1.13 Current Bromelain SP Specifications [***]

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

Exhibit 4.2 Price list per annual quantity

MediWound Ltd. 42 Hayarkon Street, Yavne, Israel Tel: 972-8-9324010 www.mediwound.com

Supply Agreement as amended on Feb 28 2010. Exhibit 4.2 Price list per annual quantity The price of [***]Kg of released BSP below an annual ordered quantity of [***] Kg shall be USD[***]/Kg [***]. The price of [***]Kg of released BSP above an annual ordered quantity of [***] Kg shall be between USD[***]/Kg [***], as jointly agreed and set between CBC and MW, once the forecasted annual ordered quantity exceeds [***] Kg of released BSP. Challenge Bioproducts Corporation Ltd: Date: 2011.10.12

Signature: /s/ Ching-Kuan Lin

MediWound Ltd.

Date:

Signature: /s/ Gal Cohen

Chief Executive Officer

MediWound, Ltd.

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.

th

Exhibit A - a copy of this Supply Agreement as originally signed on 11/1/2001 [Omitted: Agreement no longer in effect]

*** Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission. 1
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?

Ex Output:
Without prejudice to the above, CBC shall maintain, or shall cause to be maintained with respect to itself and each of its Affiliates, such types and levels of insurance (including, without limitation, third party and product liability insurance), as are customary in the pharmaceutical or manufacturing industry to provide coverage for their activities contemplated hereby.

Ex Input:
Exhibit 10.1 SPONSORSHIP AGREEMENT BY AND BETWEEN ANTHEMIC, LLC & VNUE This Sponsorship Agreement (the Agreement) is entered into as of JUNE 23, 2015 (the Effective Date) by and between ANTHEMIC, LLC (ANTHEMIC) and VNUE INC (the Sponsor). A. ANTHEMIC is producing FLOODFEST Chicago 2015. In this Agreement, Event means the FLOODfest Event at the Virgin Hotel Chicago. The Event is scheduled for Thursday July 30, 2015 thru Saturday, August 1st, 2015 (the Event Date(s)). B. VNUE is a video streaming App/Technology Company. ANTHEMIC and VNUE both want VNUE to be a sponsor of the Event under the terms of this Agreement. For and in consideration of the mutual covenants, rights, and obligations set forth in this Agreement, the parties agree as follows: 1. Sponsorship. (a) During the term of this Agreement, the Sponsor will be a co-presenting sponsor of FLOODfest Chicago at Virgin Hotel, which entitles the Sponsor to the following: (i) Sponsor will be a non-exclusive co-presenting sponsor of the Event. (ii) ANTHEMIC shall provide to Sponsor space for a VNUE activation on the 3rd Floor at Virgin Hotel (the Sponsor area). This space will be roughly 10 feet by 10 feet (100 square feet). (iii) Sponsor shall receive access to the On-Site Event Dates location for onsite distribution of Company approved marketing materials. Specific amount of said materials To Be Determined, after being mutually agreed upon by both ANTHEMIC and VNUE. (iv) Sponsor will be included as co-presenting partner upon on-site signage. (v) Distribute approved promotional materials as part of VNUE's activation, VNUE responsible for staffing of said activation. (vi) Conduct demonstrations, approved activation in designated area on 3rd Floor (vii) Name or logo usage of FLOODfest Chicago use, No Rights for use of official Lollapalooza Festival are given as part of this sponsorship. (viii) Rights to event marks subject to FLOOD Magazine and ANTHEMIC approval. (ix) The Sponsor's logo or name on Event website and opt in on RSVP page for event (x) Full page ad in fall issue of FLOOD Magazine (xi) Dedicated e-mail sent to attendees post-event to watch and/ or listen to FLOODfest content

Page of 1 of Sponsorship Agreement

(xii) One month ROS of FLOODMAGAZINE.COM. Campaign beginning August 2015. All finished art and deliverables must be sent from VNUE to ANTHEMIC by no later than July 15, 2015 to insure inclusion. Refer to media plan for specific dates. (xiii) The Sponsor's logo or name on all print and/or web Event collateral (xiv) The Sponsor's logo or name included on Event website and opt-in RSVP pages, as follows: FLOODmagazine.com/ FLOODfestChicago and/ or FLOODfest.com (xv) The Sponsor's logo or name also included on any FLOODfest Chicago flyers (digital and/ or physical). (xvi) The Sponsor's logo or name also included on FLOODfest Chicago-dedicated email blasts, both pre and post event. These email blasts will include a call to action to watch and/ or listen to content from FLOODfest Chicago shows, with a link to download the VNUE app. (xvii) Post-event email blast(s) will go out as soon as possible, once the FLOODfest Chicago content is ready, ideally targeting that next Monday, August 10, 2015. Formal blast date will be dependent upon turn-around time of content from VNUE (maximum ANTHEMIC/ FLOOD Magazine turnaround time = VNUE content delivery date+7 days). This post-event email blast will go out to tall ANTHEMIC and FLOOD Magazine RSVP's, as well as our FLOOD Magazine's national newsletter list of roughly 100,000 recipients. (xviii) There will be a press release generated by ANTHEMIC and FLOOD Magazine for FLOODfest Chicago. This press release will include mention of VNUE as co-presenting sponsor of said event. (xix) ANTHEMIC and FLOOD Magazine will promote FLOODfest Chicago content page(s), including The Sponsor logo or name via FLOOD Magazine socials including: Twitter, Facebook and Instagram. (xx) FLOOD Magazine will have at least one future editorial piece based around FLOODfest Chicago content, and VNUE will be featured within this piece. (xxi) FLOODfest Chicago data will be collected, compiled and forwarded to VNUE by Monday August 10, 2015. (xxii) VNUE may include approved FLOOD Magazine logo or name on top of videos. VNUE is also approved to use the phrasing FLOODfest LIVE at Virgin Hotel Chicago above applicable FLOODfest Chicago video content. (xxiii) ANTHEMIC and/ or FLOOD Magazine agree to introduce key VNUE personnel/ staff to key VIRGIN HOTEL CHICAGO personnel/ staff, upon receipt of final payment, on or before July 15, 2015. (b) All costs associated with the creation, operation and management of the Sponsor Area and any activities conducted, included (without limitation) the set-up, breakdown and staffing of the Sponsor Area, recording and filming of live shows, and artist and label/ mechanical clearances shall be the sole responsibility of the Sponsor.

Page of 2 of Sponsorship Agreement

(c) ANTHEMIC will have no liability whatsoever for (and Sponsor shall indemnify and hold ANTHEMIC harmless for) any injuries to persons, or loss of damage to property arising out of or in any way related to the Sponsor Area, or to any property, materials, products and/or merchandise which Sponsor uses, distributes and/or exhibits during Event Dates. 2. Sponsorship Consideration. (a) To be a sponsor of the Event, the Sponsor will pay ANTHEMIC the following:

Fee Due Dates

$75,000 - Sponsorship Fee $50,000 due upon receipt of this term sheet $25,000 final balance payment due upon announcement date of July 15, 2015.

(b) If the Sponsor fails to pay ANTHEMIC within the designated time period, then interest will begin to accrue immediately on the past due amount at the rate of the lesser of the maximum amount allowed by law or 10% annually. If it becomes necessary for ANTHEMIC to retain legal counsel to collect any portion of the fees due under this Agreement, in addition to all such fees, the Sponsor will be liable for payment of all legal fees incurred by ANTHEMIC plus interest at the maximum rate permitted by law on any late payments plus any other costs of collection. 3. Term and Termination: This term of this Agreement commences on the Effective Date and terminates on August 2nd, 2015 upon completion of event. ANTHEMIC may at any time terminate this Agreement if the Sponsor breaches any material term or provision of this Agreement. 4. Sponsorship of Future FLOODfest Chicago event. Before April 1, 2016 ANTHEMIC will not discuss in any manner with any person or entity (other than the Sponsor) to be a sponsor of the Event in the Video App category. If ANTHEMIC produces the Event in 2016 and seeks a sponsor in the category, ANTHEMIC will first contact the Sponsor and provide the Sponsor with written notice (the Notice) of the terms under which the Sponsor can be the category sponsor for the 2016 Event. The Sponsor will have 15 days from receipt of the Notice to accept the terms to be the category sponsor of the 2014 Event. If the Sponsor decides not to be the category sponsor of the 2016 Event or fails to timely respond to the Notice, then ANTHEMIC may approach other parties to be the category sponsor.

Page of 3 of Sponsorship Agreement

5. License. (a) The Sponsor grants ANTHEMIC a license to use the Sponsor's name, logo, and other identifying characteristics in promoting the Event. ANTHEMIC may use the Sponsor's name, logo, and other identifying characteristics on merchandise related to the Event, and the Sponsor is not entitled to any compensation from the sale of such merchandise. The right to use the Sponsor's name, logo and other identifying characteristics in connection with merchandise for the 2015 Event survives termination of this Agreement. After termination of this Agreement, ANTHEMIC may not design new merchandise that includes the Sponsor's name, logo, or other identifying characteristics for the 2015 Event but may produce additional previously designed and approved merchandise. (b) During the term of this Agreement, the Sponsor may identify itself as a sponsor of the Event in any and all of its advertising for the Sponsor's products and or services in the Category. ANTHEMIC will provide the Sponsor with a suite of official logos and images for the Event to use on advertising, web site and other avenues as approved by ANTHEMIC. Any use by the Sponsor of the Event's name or logo must be approved in advance by ANTHEMIC. Any creative work used by the Sponsor with respect to this Agreement must be approved by ANTHEMIC. (c) Any use by ANTHEMIC of the Sponsor's name or logo, must be approved in advance by the Sponsor. Subject to the preceding, ANTHEMIC has absolute control and discretion regarding all signage at the Event. (d) ANTHEMIC acknowledges the Sponsor's exclusive ownership in the Sponsor's trademarks and further acknowledges that the trademarks are unique and original to the Sponsor and that the Sponsor is the owner of the trademarks. ANTHEMIC will not, at any time during or after the Effective Date, dispute or contest, directly or indirectly, the Sponsor's exclusive ownership in the Sponsor's trademarks. ANTHEMIC acknowledges that its use of the Sponsor's trademarks inures to the Sponsor's benefit, and that ANTHEMIC will not acquire any ownership in the Sponsor's trademarks as a result of the license granted by this Agreement. (e) The Sponsor acknowledges ANTHEMIC's exclusive ownership in their respective trademarks and further acknowledges that the trademarks are unique and original to ANTHEMIC and that ANTHEMIC are the owners of their respective trademarks. The Sponsor will not, at any time after the Effective Date, dispute or contest, directly or indirectly, ANTHEMIC's exclusive ownership in their respective trademarks. The Sponsor acknowledges that its use of ANTHEMIC's trademarks inures to ANTHEMIC's benefit, and that the Sponsor will not acquire any ownership in ANTHEMIC's trademarks as a result of the license granted by this Agreement.

Page of 4 of Sponsorship Agreement

The Sponsor acknowledges that it has no claims or rights in the FLOODfest trademark and, during or after the Term of this Agreement, will not assert any claim in the FLOODfest trademark. 6. Sponsor Merchandise. The Sponsor may not distribute any merchandise or articles at the Event without ANTHEMIC's prior written consent. 7. Force Majeure. Any delay or failure of either party to perform its obligations under this Agreement is excused to the extent that it is caused by an event or occurrence beyond its reasonable control, including acts of God, actions by governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage or labor problems, provided the party claiming force majeure promptly notifies the other party of the event of force majeure, the anticipated duration of the event of force majeure, and the steps being taken to remedy the failure. 8. Rain or Shine. ANTHEMIC anticipates that the Event will be held regardless of the weather. If the Event cannot be held on the scheduled dates, ANTHEMIC will make good faith efforts to re-schedule the Event. The Sponsor must provide the consideration in Section 2 regardless of whether the Event is actually held. 9. Warranties. (a) The Sponsor's Warranty. The Sponsor warrants to ANTHEMIC that: (i) the Sponsor has the right and authority to enter into and perform its obligations under this Agreement; (ii) the Sponsor will perform its obligations under this Agreement in a commercially reasonable manner; (iii) the Sponsor's marks do not and will not violate any applicable law or regulation or infringe any proprietary, intellectual property, contract or tort right of any person; and (iv) the Sponsor owns its marks and all intellectual property rights therein. (b) ANTHEMIC Warranty. ANTHEMIC represents and warrants to the Sponsor that: (i) ANTHEMIC has the rights and authority to enter into and perform its obligations under this Agreement, and that, in doing so, it will not violate the rights of any third parties; (ii) any ANTHEMIC- provided materials (including trademarks) will not contain any content, materials or advertising that actually or potentially violates any applicable law or regulation or infringe any proprietary, intellectual property, contract or tort right of any person; and (iii) ANTHEMIC will perform its obligations under this Agreement in a commercially reasonable manner.

Page of 5 of Sponsorship Agreement

10. Indemnification. (a) By The Sponsor. The Sponsor will indemnify, hold harmless and defend ANTHEMIC, and their directors, officers, shareholders, members, managers, employees and agents from and against any action, claim, demand, expense, or liability, including reasonable attorneys' fees and court costs incurred in connection with any claim, demand, or suit for damages, injunction, or other relief to the extent such claim arises out of: (i) any allegation that the Sponsor's marks infringe a third person's copyright or trademark right, or misappropriate a third person's trade secret; (ii) any gross negligence or willful misconduct of the Sponsor; (iii) Sponsor's products; (iv) consumer or other contesting/ prizing. ANTHEMIC will have the right to participate, at its own cost, in the defense of any such claim through counsel of its own choosing. (b) By ANTHEMIC. ANTHEMIC will indemnify, hold harmless and defend the Sponsor, and its directors, officers, employees and agents from and against any action, claim, demand, expense, or liability, including reasonable attorneys' fees and court costs incurred in connection with any claim, demand, or suit for damages, injunction, or other relief to the extent such claim arises out of: (i) any allegation that ANTHEMIC's marks infringe a third person's copyright or trademark right, or misappropriate a third person's trade secret; or (ii) any gross negligence or willful misconduct of ANTHEMIC. The Sponsor will have the right to participate, at its own cost, in the defense of any such claim through counsel of its own choosing. 11. Insurance. Without limiting or qualifying the Sponsor's liabilities, obligations, or indemnities, before the Event, the Sponsor will obtain, at its sole cost and expense, a comprehensive general liability insurance policy from a company acceptable to ANTHEMIC and authorized to do business in the state of Illinois with limits of no less than $1,000,000.00 per occurrence and $2,000,000.00 as an annual aggregate. The insurance mentioned in the preceding sentence will name ANTHEMIC as additional insured. The Sponsor will also maintain any statutorily required workers compensation insurance. The Sponsor will provide ANTHEMIC with properly executed certificates of insurance before the Sponsor provides any products or services at the Event, and the insurance will contain a provision that it cannot be reduced or cancelled unless and until the insurance company notifies ANTHEMIC. Any third party that performs services on the Event grounds on behalf of the Sponsor will be required to satisfy the same insurance requirements as provided in this section. 12. Independent Contractors. The parties and their respective personnel, are and will be independent contractors and neither party by virtue of this Agreement will have any right, power or authority to act or create any obligation on behalf of the other party, unless expressly provided in this Agreement.

Page of 6 of Sponsorship Agreement

13. Notices. All notices and payment given in accordance with this Agreement will be effective if hand delivered or sent by overnight courier or by certified mail, return receipt requested to the following addresses: ANTHEMIC, LLC 5810 W. 3rd Street LA, CA 90036 Attn: Alan Sartirana VNUE INC 2003 Western Avenue, Suite 460 Seattle, Washington 98121 ATTN: Matthew Carona Addresses for notice may be changed from time to time by written notice to the other party. Any communication or payment given by mail will be effective upon the earlier of (a) five business days following deposit in a post office or other official depository under the care and custody of the United States Postal Service; or (b) actual receipt, as indicated by the return receipt. If notice or payment is given by personal delivery or by overnight air courier, the notice or payment will be effective when delivered to the appropriate address set forth above. 14. LIMITATION OF DAMAGES. EXCEPT FOR INDEMNIFICATION OBLIGATIONS DUE TO LIABILITIES TO THIRD PARTIES, NOTWITHSTANDING ANY PROVISION CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NO PARTY TO THIS AGREEMENT WILL BE LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF USE, POWER, BUSINESS GOOD WILL, REVENUE OR PROFIT, NOR FOR INCREASED EXPENSES, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON PERFORMANCE OF THIS AGREEMENT UNLESS THE DAMAGES AROSE DUE TO A PARTY'S GROSS NEGLIGENCE OR WILLFUL BREACH OF THIS AGREEMENT. 15. Survival. Those provisions of this Agreement that by their nature extend beyond termination or expiration of this Agreement will survive such termination or expiration. 16. Assignment. This Agreement is personal to each of the parties, and neither party may assign or delegate any of its rights or obligations under this Agreement without first obtaining the other party's written consent.

Page of 7 of Sponsorship Agreement

17. Governing Law and Venue. This Agreement is to be governed and construed according to the laws of the State of California without regard to conflicts of law. The proper exclusive venue for resolution of any dispute related to this Agreement is only in Los Angeles, California, and both parties consent to jurisdiction and venue in Los Angeles, California. 18. Entire Agreement. This Agreement contains the entire agreement between the parties relative to the subject matter and supersedes any other prior understandings, written or oral, between the parties with respect to this subject matter. No variations, modifications, or changes in the Agreement are binding on any party to the Agreement unless set forth in a document duly executed by or on behalf of such parties. 19. Section References. When this Agreement makes reference to an article, section, paragraph, clause, schedule or exhibit, that reference is to an article, section, paragraph, clause, schedule or exhibit of this Agreement unless the context clearly indicates otherwise. Whenever the words include, includes, or including are used in this Agreement, they are deemed to be followed by the words without limitation. 20. Severability. If a mediator, arbitrator, or court holds, for any reason, that one or more provisions of this Agreement is invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement, but such provision will be deemed deleted, and the deletion will not affect the validity of other provisions of this Agreement. 21. Counterparts. The parties may execute this Agreement in any number of counterparts, each of which is deemed an original, but all of which together constitute one and the same instrument. This Agreement may be executed by facsimile, PDF, or other electronic signature. 22. Construction. All parties have been advised to seek their own independent counsel concerning the interpretation and legal effect of this Agreement and have either obtained such counsel or have intentionally refrained from doing so and have knowingly and voluntarily waived such right. Consequently, the normal rule of construction to the effect that any drafting ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or any amendment or exhibits.

Page of 8 of Sponsorship Agreement

By their representative's signature, the parties agree to and accept this Agreement. ANTHEMIC, LLC VNUE, INC By: Alan Sartirana By: /s/ Matthew Carona Title: CEO/ Founder Title: CEO Date: June 23, 2015 Date: June 23rd 2015

Page of 9 of Sponsorship Agreement
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?

Ex Output:
ANTHEMIC will not, at any time during or after the Effective Date, dispute or contest, directly or indirectly, the Sponsor's exclusive ownership in the Sponsor's trademarks.

Ex Input:
EXHIBIT 10.27

MediaLinx File No. 952

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

THIS AGREEMENT made as of the 30th day of June 1999

BETWEEN:

MEDIALINX INTERACTIVE, L.P., represented herein by its general partner MediaLinx Interactive Inc. a corporation incorporated under the laws of the Province of Ontario 20 Richmond Street East Suite 600 Toronto, Ontario M5C 3B5

(hereinafter called MLX, or Party)

- and -

HEALTHCENTRAL.COM INC. a corporation incorporated under the laws of the state of California Marketplace Tower 6001 Shellmound Street, Suite 800 Emeryville, CA. 94608

(hereinafter called HCI or Party)

(both MLX and HCI to be collectively referred to as the Parties)

WHEREAS MLX owns, hosts, licenses, publishes and maintains an Internet service in Canada that includes, but is not limited to the Sympatico web site which includes inter alia, the HealthyWay web site on the World Wide Web (the MLX Internet Services);

AND WHEREAS HCI owns, hosts, licenses, publishes and maintains a health services web site known as healthcentral.com on the World Wide Web (the HCI Site);

NOW THEREFORE in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

CERTAIN INFORMATION ON THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

1. SERVICES & DEVELOPMENT

a) MLX and HCI have agreed to provide certain services and content to each other in order to mutually develop and integrate content from the HCI Site into the Sympatico health section, currently known as HealthyWay, of the Sympatico web site (the Co-Branded Site).

b) The Parties have agreed that they will mutually approve the design of the Co-Branded Site and that the launch date of the Co-Branded Site shall be September 1st, 1999 unless mutually extended by the Parties as agreed to in writing.

2. MLX'S OBLIGATIONS AND RESPONSIBILITIES

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999

During the Term of this Agreement MLX shall:

a) continue to technically host and moderate all of the HealthyWay discussion forums currently residing on the forums section of the Sympatico web site. MediaLinx shall retain all right, title to and interest in the discussion forums;

b) promote the Co-Branded Site as set out in Schedule 1 attached hereto;

c) grant to HCI, a non-exclusive and non-transferable right to use MediaLinx images and certain content contained in the HealthyWay web site (the Sympatico Content) for the sole purpose of satisfying the requirements of this Agreement. MediaLinx shall retain all right, title to and interest in the Sympatico Content;

d) grant to HCI, to the extent that HCI requires access to MLX logos and trademarks (collectively MLX Marks) the use of certain MLX Marks as necessary for the purposes of fulfilling its obligations under this Agreement. HCI assures that the MLX marks are used in accordance with MLX's logo usage guidelines as provided by MLX from time to time. Without limiting the generality of the foregoing, HCI agrees:

(i) that MLX is the owner of the MLX Marks and the goodwill and reputation associated therewith;

(ii) not to contest the validity of the MLX Marks or MLX's title thereto;

(iii) that HCI acquires no right, title or interest in the MLX Marks, and any and all goodwill associated with the MLX Marks enures exclusively to the benefit of MLX;

(iv) to notify MLX promptly of any attempt by any third party to use MLX Marks, or any variation or imitation thereof of which HCI becomes aware;

(v) at MLX's expense, to fully co-operate with MLX and execute such documents and at the request of MLX to do such acts and things as may be reasonably necessary or desirable to restrain such use;

e) ensure that in the event that it enters into an electronic commerce agreement with a third party for the sale of goods on the Co-Branded Site that all agreements with the third parties shall ensure that such third party shall be wholly responsible for all products and transactions that may occur on the Co-Branded Site, that all such transactions shall comply with all applicable Canadian and US laws and regulations, including privacy laws and including compliance with MediaLinx's standards and guidelines, and ensure that such third party

2

provides a full indemnity to MediaLinx and HCI in respect of any and all transactions and products that may be hosted on the Co-Branded Site;

f) ensure that in the event that user traffic to the Co-Branded Site falls below the levels outlined in Schedule 2, that MediaLinx will use all commercially reasonable efforts to increase promotion to the Co-Branded Site until usage to the site increases to levels above the levels outlined in Schedule 2; and

g) make a reasonable effort to explore the technical possibilities of sharing with HCI the traffic on the home page of the Sympatico Health Section of the Sympatico web site, subject to any legal and regulatory constraints.

3. HCI's OBLIGATIONS AND RESPONSIBILITIES

During the Term of this Agreement HCI shall:

a) use reasonable commercial efforts to provide industry accepted standards of reliability of service and to make available the appropriate production resources to build and maintain the Co-Branded Site;

b) integrate content contained in the HCI Site into the Co-Branded Site of the

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999

Sympatico web site subject to the prior approval of MediaLinx;

c) update the look and feel of the Co-Branded Site upon Launch, subject to the prior approval and consent of MediaLinx;

d) ensure that general terms and conditions on the Co-Branded Site are subject to the prior approval of MediaLinx;

e) host, manage, update and maintain all aspects of the mutually approved Co- Branded Site including technology, content, production, design, operations, and customer relations save and except forums. Without limiting the generality of the foregoing, HCI shall use all reasonable commercial efforts to: 1) ensure that the hosting services provided in connection with the Co-Branded Site are provided at the same standard as the hosting of the Sympatico web site, and 2) ensure that the Co-Branded Site is available 7 days per week and 24 hours per day;

f) ensure that the level of Canadian content contained on the Co-Branded Site is maintained at such levels as is found on the HealthyWay section of the Sympatico web site on the Launch Date, and ensure that the level of Canadian content is maintained in accordance with the attached Schedule 3;

g) design the Co-Branded Site in such a manner so as to make prominent Canadian content, Canadian context and Canadian activity, such as described in Schedule 3;

h) make all reasonable efforts to suppress or remove all content from the HCI Site which is to be integrated into the Co-Branded Site that is irrelevant and inappropriate for the Canadian market and ensure that all content contained in the Co-Branded Site continues to be relevant for the Canadian market in accordance with Schedule 3;

i) provide MediaLinx with daily usage statistics for the Co-Branded Site in accordance with the following format attached hereto as Schedule 4;

3

j) have the option to provide and manage some discussion forum hosts referred to in paragraph 2(a) of this Agreement;

k) ensure that it only utilizes communications related services and tools on the Co-Branded Site which have been provided by MediaLinx's Canadian telecommunication partners, including but not limited to webmail, directories, address book, and ip telephony;

l) grant to MLX, to the extent that MLX requires access to HCI logos and trademarks (collectively HCI Marks) the use of certain HCI Marks as necessary for the purposes of fulfilling its obligations under this Agreement. MLX assures that the HCI Marks are used in accordance with HCI's logo usage guidelines as provided by HCI from time to time. Without limiting the generality of the foregoing, MLX agrees:

(i) that HCI is the owner of the HCI Marks and the goodwill and reputation associated therewith;

(ii) not to contest the validity of the HCI Marks or HCI's title thereto;

(iii) that MLX acquires no right, title or interest in the HCI Marks, and any and all goodwill associated with the HCI Marks enures exclusively to the benefit of HCI;

(iv) to notify HCI promptly of any attempt by any third party to use the HCI marks, or any variation or imitation thereof of which MLX becomes aware;

(v) at HCI's expense, to fully co-operate with HCI and execute such documents and at the request of HCI to do such acts and things as may be reasonably necessary or desirable to restrain such use; and

m) ensure that in the event that it enters into an electronic commerce

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999

agreement with a third party for the sale of goods on the Co-Branded Site that all agreements with the third parties shall ensure that such third party shall be wholly responsible for all products and transactions that may occur on the Co-Branded Site, that all such transactions shall comply with all applicable Canadian and US laws and regulations, including privacy laws and including compliance with MediaLinx's standards and guidelines, and ensure that such third party provides a full indemnity to MediaLinx and HCI in respect of any and all transactions and products that may be hosted on the Co-Branded Site.

4. ADVERTISING

Subject to paragraph 6, MediaLinx shall be entitled to sell advertising and sponsorships on all pages of the Co-Branded Site to Canadian advertisers (for the purposes of this Agreement Canadian advertisers shall be advertisers with substantial places of business in Canada) and HCI shall be entitled to sell advertising and sponsorships on all pages of the Co-Branded Site to US advertisers (for the purposes of this Agreement, US advertisers shall be advertisers with substantial places of business in the United States). All sponsorship and advertising package deals for the Co-Branded Site will be mutually agreed upon by the parties and shall abide by MediaLinx's and HCI's standard advertising agreement and Canadian and U.S. advertising regulations and standards. Any excess inventory that has not been sold is available to be sold by either party. Neither party shall permit advertising on the Co-Branded Site from an entity which is a competitor to the other party. For the purposes of this Agreement, a competitor to MediaLinx shall be an Internet portal web site and/or an internet service provider. For the purposes of this Agreement, a competitor to HCI shall be a consumer health based web site. The parties shall define a plan in writing prior to the Launch setting out how the Parties shall work together to jointly sell advertising, serve the advertising and track the advertising inventory on the Co-Branded Site.

4

5. E-COMMERCE

Subject to paragraph 6, MediaLinx and HCI shall be entitled to negotiate e- commerce relationships which shall reside on the Co-Branded Site. In addition to the terms and conditions detailed in paragraphs 2(e) and 3(m), both parties acknowledge and agree that any e-Commerce offering must be able to offer pricing in Canadian dollars and provide shipping across Canada, unless otherwise mutually agreed to in writing. In addition, all products offered through the Co- Branded Site must abide by all Canadian laws and regulations. The cost of integrating any e-Commerce relationship will be borne by the entity that brought the relationship. Any and all marketing activities and design of an e-Commerce system shall be approved by both parties.

6. FINANCIALS

(a) HCI shall pay MLX a guaranteed fixed sum of [*] US per annum during the Initial Term of this Agreement to be paid out as a monthly payment of [*] US (the Monthly Payment). This Monthly Payment shall be due by the 10th day of each month;

(b) HCI shall be entitled to all net revenue generated from advertising and e- commerce transactions generated by Canadian companies that may take place on the Co-Branded Site up to and including [*] US in any given year. Thereafter, any net revenues exceeding [*] US shall be shared fifty-fifty between the parties (50% MediaLinx--50% HCI). HCI shall be entitled to all proceeds generated from US companies on the Co-Branded Site. Net revenue is defined as revenue less: 1) third party expenses directly related to the acquisition of the revenue; for example, advertising broker commissions and advertising management services, and 2) internally paid commissions for selling the advertisement and/or sponsorship;

(c) Both Parties shall keep true and accurate books and records of all revenue generated as a result of the Co-Branded Site. Either Party shall have the right from time to time to audit and make extracts of the books and records of the other, insofar as said books or records pertain to the terms of this Agreement. Any such audit shall take place upon not less than seven (7) days advance written notice, during normal business hours of normal business days and at reasonable intervals. Any such audit shall be at the

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999

requesting Party's expense, unless the audit determines that the other party has underpaid by 10% or more. In the event that the calculation of payments herein is determined by a computer-based system, then the books and records shall include, without limitation, the machine-sensible data (e.g. punch cards, magnetic tapes, discs; and

(d) Both Parties shall provide the other with quarterly accounting reports as necessary. The quarterly reporting periods end September 30th and December 31st, 1999, March 31st, 2000, and June 30th, 2000. Applicable remittances and accounting reports will follow under separate cover within sixty (60) days of the end of each quarter.

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

5

7. CUSTOMER INFORMATION

Any and all customer data that is collected from the Co-Branded Site shall be collected and used in accordance with Canadian federal and provincial laws and U.S. Federal and State laws and both MediaLinx and HCI privacy guidelines and MediaLinx and HCI shall each own an undivided interest in such data. MediaLinx will not have access to the HCI Personal Health Records (being the longitudinal repository of personal health information about users of the Co-Branded Site) during or after the Term of this Agreement. During the Term of this Agreement and for a period of six (6) months thereafter, MediaLinx shall not use or publicly disclose the data collected from users of the Co-Branded Site if such use is for the purpose of providing health information, advertisements, or products that compete with those that reside on the Co-Branded Site. In other instances, MediaLinx shall be entitled to use or publicly disclose the data collected subject to privacy guidelines noted above.

In addition to the foregoing, HCI shall ensure that the Co-Branded Site is integrated into the Sympatico site-wide registry in order for users to have a single login access for all Sympatico.ca and Sympatico co-branded web sites.

8. PAGE VIEWS

Both MediaLinx and HCI shall be entitled to count the page views on the Co- Branded Site. In the event that it becomes necessary to have only one party count the number of page views on the Co-Branded Site, due to third party reporting, regulatory and/or legal requirements, HCI shall be entitled to count one hundred percent (100%) of the content page views of the Co-Branded Site and MLX shall be entitled to count one hundred percent (100%) of the HealthyWay discussion forum page views and one hundred percent (100%) of the page views on the Sympatico Health home page.

9. EXCLUSIVITY

During the Term of the Agreement, and subject to the following requirements respecting Canadian content levels as set out in paragraphs 3(f), (g) and (h), HCI shall be the exclusive health content partner in the health section of the Sympatico web site, provided however, that nothing contained herein shall prevent MediaLinx from entering into an agreement with other parties for: i) a health based web directory; or ii) other health related content whose content does not compete with the content contained on the Co-Branded Site; which in no event shall receive no more than one fifth (1/5th) of the promotion and which shall constitute no more than one fifth (1/5th) of the total health related content which resides on the home page of the Sympatico Health section. In the event that MediaLinx obtains a web guide from a third party, MediaLinx and HCI shall discuss how to present both web guides to the user, and make best effort to agree to the kind of experience that the user shall have when utilizing the new web guide. If, at any time during the Term of this Agreement, HCI fails to meet the content requirements set out in paragraphs 3(f), (g) and (h), HCI shall no longer be entitled to be the exclusive health content partner in the health section of the Sympatico web site. HCI shall not either directly or indirectly license or deliver content to or carry on or be engaged with any other Canadian portal web site, being a Web site which aggregates and markets a variety of content directed to multiple communities of interest and which offers products,

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999

tools and services to a broad base of Canadian end users.

6

10. BRANDING & COMMUNICATIONS

During the first six (6) months from the Launch date, the primary branding for the Co-Branded Site shall remain HealthyWay. In addition to the foregoing and subject to mutual design approval, a Powered By HealthCentral or such other appropriate tag line shall appear on the Co-Branded Site and shall be approximately 80% of the font size of the HealthyWay title and will be close to the HealthyWay brand. Thereafter, the HealthyWay and Health Central trademarks shall be co-branded in a mutually agreed upon method. The URL for the Co-Branded Site shall remain healthyway.sympatico.ca. A separate redirect URL may be set up for the Co-Branded Site, e.g. healthcentral.sympatico.ca.

All electronic communications to the users of the Co-Branded Site shall be jointly developed, co-branded with each party's respective marks and shall be mutually agreed upon.

11. TERM & TERMINATION

11.1 Term

The term of this Agreement shall be for a period of two (2) years (the Term). The effective date of the start of the Term will be from the Launch Date.

11.2 Termination

(a) Either Party may terminate this Agreement upon 30 days prior written notice to the other Party if 1) such other Party breaches any material term of this Agreement, unless such breach is cured within 30 days; or 2) if any of the terms of this Agreement that require mutual approval are not mutually agreed to;

(b) This Agreement may be terminated by a Party immediately, without notice:

(i) upon the institution by or against the other Party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of the other Party's debts, if such proceedings are not dismissed within sixty (60) days;

(ii) upon the other Party making an assignment for the benefit of creditors; or

(iii) upon the other Party's dissolution;

(c) Either party may terminate this Agreement upon 30 days written notice if either Party's corporate structure has undergone a material ownership change such that its corporate interests are then in conflict with the corporate interests of the other Party; and

(d) Upon termination or expiration of this Agreement for any reason:

(i) the Parties shall immediately cease using the Marks of the other Party;

(ii) the Parties shall immediately return to each other all property of the other and cease using or distributing all advertising or promotional materials, if any, containing references to the other Party or the other Party's product;

(iii) the Parties shall remove all special links made pursuant to this Agreement from their respective products of the other Party; and

(iv) each Party shall pay to the other Party all outstanding amounts which have accrued and are properly owing, including without limitation, any New Account customer commission payments or net advertising revenue owed outstanding together with any appropriate final reports.

7

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999

11.3 The exercise of a right of termination or other right or remedy in connection with this Agreement shall be without prejudice to any other right or remedy to which the terminating party may be entitled under this Agreement or applicable law.

12. REPRESENTATIONS & WARRANTIES

(a) MLX's Representations and Warranties.

MLX represents and warrants that:

(i) it has full right, power and authority to enter into and be bound by the terms and conditions of this Agreement and to perform its obligations under this Agreement, without the approval or consent of any other party;

(ii) it has sufficient right, title and interest in and to the rights granted to HCI pursuant to this Agreement to enter and perform this Agreement and to enable HCI to perform under this Agreement;

(iii) it owns all intellectual property in and to the MLX Marks and the Sympatico Content, including but not limited to any and all creative advertisement content, or has obtained all necessary licenses, clearances, assignments and waivers in respect of any and all intellectual property used in the Sympatico Content, including without limitation waivers of moral rights necessary to publish, license and distribute world-wide;

(iv) the use, reproduction, distribution or transmission of the Sympatico Content will not violate any laws including criminal laws, commercial laws, or any rights of any third parties including, but not limited to such violations as infringement or misappropriation of copyright, patent, trademark, trade defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity;

(v) it has all necessary skills and materials necessary to provide its contributions to the Co-Branded Site as contemplated by this Agreement. MLX shall perform the services described herein in a timely fashion with all due skill, competence and diligence and the quality of the Co- Branded Site shall meet both HCI's and MLX's standards of high quality and excellence;

(vi) that the information contained in the MLX marks and the MLX content is accurate, does not contain any material that is libelous, obscene, misleading or otherwise harmful.

(b) HCI's Representations and Warranties.

HCI represents and warrants that:

(i) it has full right, power and authority to enter into and be bound by the terms and conditions of this Agreement and to perform its obligations under this Agreement, without the approval or consent of any other party;

(ii) it has sufficient right, title and interest in and to the rights granted to MLX pursuant to this Agreement to enter and perform this Agreement and to enable MLX to perform under this Agreement;

(iii) it owns all intellectual property in and to the HCI Marks and all content HCI contributes to the Co-Branded Site (the HCI Content) including but not limited to any and all creative

8

advertisement content, or has obtained all necessary licenses, clearances, assignments and waivers in respect of any and all intellectual property used in the HCI Marks and the HCI Content, including without limitation waivers of moral rights necessary to

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999

publish, license and distribute world-wide;

(iv) the use, reproduction, distribution or transmission of the HCI Marks and HCI Content will not violate any laws including criminal laws, commercial laws, or any rights of any third parties including, but not limited to such violations as infringement or misappropriation of copyright, patent, trademark, trade defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity;

(v) the Co-Branded Site will function, operate and perform in all material respects in accordance with the requirements described or incorporated in the Agreement;

(vi) it has all necessary skills and materials necessary to provide its contributions to the Co-Branded Site as contemplated by this Agreement. HCI shall perform the services described herein in a timely fashion with all due skill, competence and diligence and the quality of the Co- Branded Site shall meet both HCI's and MLX's standards of high quality and excellence;

(vii) that no advertisement submitted to MLX hereunder shall make use of any subliminal technique and holds MLX and its affiliated and related companies harmless against any loss or damage arising from the storage and/or use of any and all advertising. HCI warrants that any and all advertising that it submits complies with advertising standards in Canada, including those of MLX and that the use, reproduction, distribution, or transmission of such advertising will not violate any criminal laws, commercial laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of copyright, patent, trademark, trade secret, music, image, video/full motion video or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity;

(viii) that the Co-Branded Site will function, operate and perform in all material respects in accordance with the requirements described in the Agreement; and

(vix) that the information contained in the HCI Marks and the HCI Content is accurate, does not contain any material that is libelous, obscene, misleading or otherwise harmful.

13. NO ADDITIONAL WARRANTIES

a) Except as specifically provided herein or as agreed to in writing by the Parties, the services provided under this Agreement are not guaranteed and are provided as is and MLX gives no representations, warranties or conditions of any kind, express or implied, including without limitation warranties as to insertion, display or loading of any advertisement, sponsorship or integrated branded search engine uninterrupted or error free operation of the Sympatico Web Site, any advertisement, sponsorship, integrated branded search engine or link, merchantability, quality or fitness for a particular purpose and those arising by statute or otherwise, or from a course of dealing or usage of trade; and

9

b) Except as specifically provided herein or as agreed to in writing by the parties: 1) the services provided under this Agreement are not guaranteed and are provided as is; and 2) HCI gives no representations, warranties or conditions of any kind, express or implied, including without limitation warranties as to: insertion, display or loading of any advertisement, sponsorship or integrated branded search engine uninterrupted or error free operation of the co-branded Web Site, any advertisement, sponsorship, integrated branded search engine or link, merchantability, quality or fitness for a particular purpose and those arising by statute or otherwise, or from a course of dealing or usage of trade.

14. INDEMNIFICATION

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999

(a) By MLX: MLX agrees to indemnify and hold harmless HCI and its employees, representatives, agents and affiliates from any and all liability, loss, claims, damages or causes of action (each a Claim), including reasonable legal fees and expenses that may be incurred by, arising out of or relating to any claim that the MLX Marks or Sympatico Content or any MLX developed advertising infringes in any manner any copyright, patent, trademark, trade secret or any other intellectual property right of any third party;

(b) By HCI: HCI agrees to indemnify and hold harmless MLX and its employees, representatives, agents and affiliates from any Claim including reasonable legal fees and expenses that may be incurred by, arising out of or relating to any third party claim that the HCI Marks or HCI Content or any HCI developed advertising infringes in any manner any copyright, patent, trademark, trade secret or any other intellectual property right of any third party; and

(c) Procedure: All indemnification obligations under Section 14, shall be subject to the following requirements:

(i) the indemnified party shall provide the indemnifying party with prompt written notice of any Claim;

(ii) the indemnified party shall permit the indemnifying party to assume and control the defense of any action upon the indemnifying party's written acknowledgment of the obligation to indemnify; and

(iii) the indemnified party shall not enter into any settlement or compromise of any Claim without the indemnifying party's prior written consent, which shall not be unreasonably withheld.

In addition, the indemnified party may, at its own expense, participate in its defense of any Claim. In the event that the indemnifying party assumes the defense of any such claim, the indemnifying party shall have no liability for legal fees and costs incurred by the indemnified party.

15. LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO THE INDEMNITY OBLIGATIONS IN SECTION 14, THE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 16, AND THE YEAR 2000 COMPLIANCE OBLIGATIONS UNDER SECTION 20, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE,

10

STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16. CONFIDENTIALITY

Each Party shall keep confidential any information, data and reports obtained in connection with this Agreement, unless such information has been rightfully obtained from a third party or is generally available to the public, or as must be disclosed by law. Upon termination of this Agreement, each of the parties (the Receiving Party) shall return to the other party (the Disclosing Party) any records or copies thereof which it may have obtained from the Disclosing Party in connection with its review of the Disclosing Party's business, other than information otherwise rightfully obtained by Receiving Party, acting in good faith, from someone other than the Disclosing Party or generally available to the public. Each party shall hold the terms and provisions of this Agreement confidential and shall not disclose its terms to any person except to its management. Notwithstanding the foregoing, this Agreement and the LOI is subject to the terms and conditions of the Confidentiality and Non-Disclosure Agreement signed between the Parties dated May 3rd, 1999.

17. NO PUBLIC NOTICE

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999

No public announcement of the proposed transaction will be made by either Party unless the timing and content have been agreed upon in advance by both parties, except as may otherwise be required by law. It is understood though that MediaLinx may discuss this arrangement with its Sympatico Internet service providers and affiliates to the extent necessary to meet the proposed time lines.

18. COSTS

Unless agreed to otherwise, each party will pay for its own costs and expenses in connection with this Agreement and the proposed activities contemplated herein, without limitation, legal fees, brokers, accountants and other professional advisors.

19. INDEPENDENT CONTRACTORS

It is the intention of MLX and HCI that MLX and HCI are, and shall be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement shall be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between MLX and HCI.

11

20. YEAR 2000 COMPLIANCE

Both MLX and HCI represent and warrant that their contributions to the Co- Branded Site are designed to be used prior to, during, and after the calendar year 2000 AD and will operate during each such time period without error relating to date data, specifically including any error relating to, or the product of, date data which represents or references different centuries or more than a century. Without limiting the generality of the foregoing, the Co-Branded Site: (i) will not abnormally end or provide invalid or incorrect results as a result of date data, specifically including date data which represents or references different centuries or more than one century; (ii) has been designed to ensure year 2000 compatibility, including, but not limited to, date data century recognition, calculations which accommodate same century and multi- century formulas and date values, and date data interface values that reflect the century; and (iii) includes Year 2000 Capabilities. For the purposes of this Agreement, Year 2000 Capabilities means the Co-Branded Site (i) will manage, calculate, sequence, compare and manipulate data involving dates, including single century formulas and multi-century formulas, including leap years and will not cause an abnormally ending scenario within the application or generate incorrect values or invalid results involving such dates; (ii) provides that all date-related user interface functionalities and data fields include the indication of century; and (iii) provides that all date-related data interface functionalities include the indication of century.

While HCI asserts that its code and scripts will execute properly, as described above, and that HCI uses third party software that specifies Y2K compliance, we can not guarantee that all third party software will perform as specified by the manufacturer. Should a third party product fail to meet its Y2K compliance policy, we will work with the vendor to remedy the problem in a timely fashion. HCI will ensure that it complies with any third party recommendations that are necessary for Y2K compliance.

21. GOVERNING LAW

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the Parties agree to abide by the jurisdiction of the Courts of Ontario.

22. ENTIRE AGREEMENT

This Agreement, together with any and all attached exhibits and/or schedules, represents the entire agreement between MLX and HCI with respect to the subject matter herein and shall supercede all prior agreements, communications and understanding of the Parties, oral and/or written.

23. LEGAL FEES

The prevailing Party in any legal action brought by one Party against the other and arising out of this Agreement shall be entitled, in addition to any other

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999

rights and remedies it may have, to reimbursement for its expenses, including court and arbitration costs, as well as reasonable legal fees.

12

24. SUCCESSORS AND ASSIGNS

Except as provided in this Section, neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party shall be permitted to assign this Agreement and any of its rights and obligations hereunder to an affiliate or related company or to a purchaser of all or substantially all of its Internet business, without obtaining the prior written consent of the other party.

25. FORCE MAJEURE

Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other similar cause beyond the control of such Party.

26. NOTICES

All notices, requests, consents and other communications which are required or permitted hereunder shall be in writing and shall be deemed given (a) when delivered in person at the time of such delivery or by telecopy with confirmed receipt of transmission at the date and time indicated on such receipt or (b) when received if given by an internationally recognized express courier service to the address specified below. Notice of change of address shall be given in the same manner as other communications.

If to HCI: If to MediaLinx: - ---------- ----------------

HealthCentral.com Inc. MediaLinx Interactive, L.P. 2600 Tenth Street 20 Richmond Street East, Suite 600 Berkeley, CA Toronto, Ontario, M5C 3B5 94710 Attn: Director of Content Fax: (416) 350-1516 with a copy to Legal Department: Fax No.: (416) 350-5212

27. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

28. HEADINGS

The section and article headings contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

13

Schedule 1

MLX will run [*] advertising banners, promoting the Co-Branded Site each month, which shall run throughout the Sympatico.ca Site.

MLX will promote the Co-Branded Site on the Sympatico.ca homepage in a frequent and timely fashion.

MLX will promote the Sympatico Health Site through Sympatico.ca house advertising, from time to time.

MLX will provide contextual integration of Health content into other areas of

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999

Sympatico.ca, as appropriate.

MLX will provide a persistent link, in fold, from the Sympatico Health Site home page to the Co-Branded Site.

MLX will provide a link to the Sympatico Health Site home page from the Sympatico.ca home page.

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 14

Schedule 2

MLX will use all commercially reasonable efforts to maintain the user traffic at a monthly minimum of:

. [*] page views three (3) months after the launch of the Co-Branded Site;

. [*] page views six (6) months after the launch of the Co-Branded Site; and

. [*] page views twelve (12) months after the launch of the Co-Branded Site.

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

15

Schedule 3

HCI shall ensure that Canadian content and context is promoted and maintained within the Co-Branded Site in accordance with the following:

Ensure that Canadian spelling is used throughout the site where possible. Ensure that non-relevant or inappropriate information is either removed or put into context for a Canadian user. Ensure that Canadian health information sourced from Canadian content providers is added to the site, where possible.

Issues related to access to services: Canadian public health care system There is little notion of managed care in Canada Inclusion of Canadian self help resources

Health related law & policy: Federal and provincial government funding of healthcare and the existence of a social safety net in Canada Allowed distribution of drugs Different roles related to pharmaceutical advertising

Societal context of Canada: Canada's multicultural make up (e.g. Less Hispanics, more Asians) Likelihood of different health risk factors for Canadians Different behaviour of the Canadian population (e.g. travelling south for the winter, snowbirds) Different health events e.g. Heart month

Technicalities: Differences in drug names Canadian currency Metric system for measurement

The Canadian voice: Important to highlight Canadian health experts e.g. Canadian health professionals, researchers, companies local events e.g. hospital closures, labour issues

16

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999

Schedule 4

HCI will provide MLX with usage statistics in the following 2 formats:

1) access to real time online statistics through a web browser including a number of preprogrammed usage reports, and

2) a format mutually agreed to by HCI and MLX

17

Source: HEALTHCENTRAL COM, S-1/A, 11/8/1999
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?

Ex Output:
Without limiting the generality of the foregoing, MLX agrees: