LICENSE TERMS AND CONDITIONS

THESE LICENSE TERMS AND CONDITIONS (together with the Order Form to which they are attached, the "Agreement") constitute a legal agreement made between the licensee identified on the Order Form accompanying or referencing this Agreement (the "Licensee"), and STERITAS, LLC, a limited liability company organized and existing under the laws of the State of Delaware, and having a principal place of business located at 42 Pine Street, Concord, Massachusetts 01742 ("Steritas"), each referred to herein individually as a "Party" and collectively as the "Parties."

This Agreement sets forth the terms and conditions that will govern Steritas' granting Licensee a limited license to the one or more copyrighted outcome measures for evaluation glucocorticoid toxicity (each, a "Measure") and the related software application (the "Software") for use in connection with the clinical study or evaluation (the "Study"), all as such Measure(s), Software and Study are more particularly identified in the accompanying written order form(s) (each, an "Order Form") executed by both Parties. The Licensee's use of the Measure(s) and the Software in connection with the Study is hereinafter referred to as the "Permitted Purpose".

Unless otherwise set forth on the Order Form, this Agreement is made effective as of the date of Licensee's execution of an Order Form referencing this Agreement (the "Effective Date"). By executing an Order Form that references this Agreement, Licensee agrees to the terms of this Agreement. Any person executing an Order Form or otherwise entering into this Agreement on behalf of a company or other legal entity represents that such person has the authority to bind such entity to the terms of this Agreement and that the Licensee agrees to be bound by the terms of this agreement.

1. License Grant

1.1 Grant of License

(a) Subject to the terms and conditions set forth herein and to Steritas' and its licensor's retained rights in the Measure and Software, Steritas hereby grants to Licensee for the benefit of Licensee a non-exclusive, non-sublicensable, non-transferable, worldwide right and license to use (and as expressly authorized herein and/or in the applicable Order Form, to reproduce, distribute, and publish) the Measure and to access the Software during the term of this Agreement, in each case solely for the Permitted Purpose.

(b) On or as soon as reasonably practicable after Steritas' receipt of the applicable fees set forth in the Order Form, Steritas shall provide to Licensee the necessary passwords, protocols, network links and/or connections (the "Credentials") to allow Licensee to access the Software. Steritas shall also provide Licensee access to the accompanying user manual, and any material updates thereto to facilitate Licensee's access and use of the Software. Subject to the terms and conditions herein, Licensee may permit its personnel to access and use the features and functions of the Software only through assigned user identifications and passwords issued by Licensee using the Credentials. Licensee acknowledges and agrees that, as between Licensee and Steritas, Licensee shall be responsible for all acts and omissions of Licensee's personnel, and any act or omission by such personnel which, if undertaken by Licensee, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Licensee. Licensee shall promptly notify Steritas of any unauthorized access or use of the Credentials, user password or account access or any other known or suspected breach of security affecting the Software. Licensee will only allow its personnel who have been assigned a unique user identification to access the Software.

(c) In the event that Licensee has elected to evaluate the Software on a limited trial basis, as indicated on the applicable Order Form, Steritas will make such Software available to Licensee on a limited trial basis free of charge for the sole purpose of Licensee's internal evaluation of such Software, until the earlier of (i) the end of the trial period designated in the Order Form for which Licensee has elected to evaluate the applicable Software, or (ii) the commencement date of any purchased commercial license to such Software ordered by Licensee. Steritas reserves the right to modify, cancel and/or limit the limited trial without notice at any time. NOTWITHSTANDING ANYTHING SET FORTH IN THIS AGREEMENT TO THE CONTRARY, DURING ANY DESIGNATED TRIAL PERIOD, THE SOFTWARE AND ANY SERVICES MADE AVAILABLE TO LICENSEE BY STERITAS ARE PROVIDED ON AN "AS-IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS, WITHOUT ANY WARRANTY.

1.2 Limited Right to Incorporate Measure in Case Report Form In furtherance of Licensee's use of the Measure and Software for the Permitted Purpose, and subject to Steritas' receipt of the applicable fees set forth in the Order Form, Steritas shall deliver to Licensee the user documentation and, to the extent applicable based on the Measure(s) selected in the Order Form, a case report form template and worksheet template for baseline and follow-up visits, as necessary to facilitate Licensee's use of the Measure and Software for the Permitted Purpose. Subject to the terms and conditions set forth herein and as reasonably necessary in furtherance of the Permitted Purpose, to the extent applicable based on the Measure(s) selected in the Order Form, Steritas hereby grants to Licensee a non-exclusive, non-sublicensable, non-transferable, worldwide right and license to use the Measure and Software in an electronic or paper case report form in United States English for the Permitted Purpose, provided that Licensee cooperates with Steritas to ensure that the Measure is incorporated into the case report form faithfully and accurately, such that the integrity of the Measure is maintained. Except as explicitly provided in this Agreement, Steritas hereby retains all rights, title and ownership of the Measure and Software, including, as applicable, the Measure as incorporated into a case report form.

1.3 Limited Right to Generate Enhancements Steritas hereby grants Licensee the limited right, to the extent necessary to support the Permitted Purpose, to prepare supporting documentation and instructions in United States English for use of the Measure (such supporting documentation and instructions, the "Enhancements"). Except as explicitly provided in this Agreement, Steritas hereby retains all rights, title and ownership of the Enhancements. Licensee shall not be required to pay any additional license fee(s) for the Enhancements, other than such license fees set forth in the Order Form. Licensee shall provide copies of the Enhancements to Steritas prior to the start of the Study. Licensee agrees to cooperate with Steritas to ensure that the Enhancements shall be made faithfully and accurately, such that the integrity of the Measure is maintained. All costs associated with the Enhancements shall be borne solely by Licensee.

1.4 No Additional Rights

a. All rights not specifically granted to Licensee in this Agreement are reserved by Steritas and its licensors, and nothing in this Agreement shall be construed to grant Licensee any rights or license other than the rights expressly granted herein. This Agreement does not grant any rights with respect to any use of the Measure or Software outside the Permitted Purpose nor does it grant any right to derivatives or subsequent versions of the Measure or Software, whether inside or outside the Permitted Purpose. If Licensee desires to use the Measure or Software in a clinical trial that is not the Study included in the Permitted Purpose under this Agreement, Licensee must obtain a separate license from Steritas to use the Measure or Software in such clinical trial. Except as expressly permitted above, Licensee agrees that it shall not modify the Measure and/or Software in any way or "reverse engineer" the Measure or Software so as to develop a tool that will perform substantially the same functions or use substantially the same methods of analysis as the Measure or Software.

b. Licensee hereby acknowledges and agrees that it shall not have any rights in or to any Enhancements. Steritas and Licensee agree that ownership of the Measure and Software and any derivatives (including, without limitation, the Enhancements) shall reside with Steritas and, in furtherance of the foregoing, Licensee agrees to promptly disclose such derivatives to Steritas in writing, and Licensee agrees to assign and hereby assigns to Steritas all rights, title and interest in and to such derivatives (inclusive of the Enhancements). Further, Licensee hereby agrees to obtain any necessary assignment of such rights from any agent, consultant, employee, or other person who creates Enhancements on Licensee's behalf.

1.5 License Restrictions The licenses granted under this Agreement are subject to the following additional restrictions:

(a) Licensee shall not publish or modify the Measure in any way or distribute or transfer the Measure and/or the Enhancements, for any purpose other than the Permitted Purpose without the prior written consent of Steritas and its licensors.

(b) Licensee shall assume full responsibility for obtaining all proper consents that may be necessary or desirable in connection with the Permitted Purpose and/or this Agreement. Licensee acknowledges that the Measure and Software are only tools used for the specific use case selected in the Order Form and/or accompanying documentation, that they are not intended to render a medical diagnosis, and that Steritas does not assume and shall have no liability to Licensee or to participants in the Study, including with respect to the use of the Measure and Software by Licensee or the diagnosis or treatment of such participants.

(c) Licensee may make only such copies of the Measure and any derivatives (including, without limitation, the Enhancements) as have been approved under this Agreement or in writing by Steritas or as may be necessary for Licensee's internal use or archival purposes, and in any event each such copy (including, without limitation, the Enhancements) shall include the following copyright notice in English and in the official language of the country in which the copy is used: "Copyright © 2016, 2018. Massachusetts General Hospital and licensed with permission. All Rights Reserved. The Massachusetts General Hospital has not reviewed any derivative works and provides the index tool on an as-is basis, and makes no endorsements, representations or warranties of any kind concerning the index tool, software or any derivative works thereof." (hereinafter the "Copyright Notice") and shall include a copy of the disclaimers of warranties and limitations of liability statement made in Article 5 of this Agreement (modified as required to remove any references to this Agreement). Further, the Copyright Notice for any derivative (including, without limitation, the Enhancements) shall include the year the derivative was generated (e.g., for an Enhancement generated in 2021 the Copyright Notice would be "Copyright © 2016, 2018, 2021. Massachusetts General Hospital and licensed with permission. All Rights Reserved. The Massachusetts General Hospital has not reviewed any derivative works and provides the index tool on an as-is basis, and makes no endorsements, representations or warranties of any kind concerning the index tool, software or any derivative works thereof.").

(d) If Licensee publishes data, information and reports generated from administration of the Measure and/or Software, Licensee shall: (i) include the Copyright Notice, reference the original publication in accordance with any Measure-specific and/or Software-specific requirements set forth in the Order Form; (ii) any initial references to the Measure in such publications shall refer to such Measure as "a clinical outcome assessment" or as a "precision monitoring instrument," and, in any event, not as a questionnaire; and (iii) not refer to Steritas or otherwise use Steritas' name, trademarks and/or logos (including any tradenames of the Measure, such as "GTI") in any such publication or report unless the results or scores presented in such publication or report have been obtained by Licensee using the Software. If such publishing takes place after this Agreement terminates or expires, the obligations under this Section 1.5(d) shall survive such termination or expiration. Any further use, re-use or any reprints of the Original Article shall require the permission of the publisher.

(e) Licensee will not (i) copy or duplicate the Software; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Software is compiled or interpreted; or (iii) modify the Software or the accompanying user manual, or create any derivative product from any of the foregoing.

(f) Licensee agrees to cooperate with Steritas in ensuring that the persons using the Measure and/or Software are trained in the use of the Measure and Software.

1.6 Supplemental Services In certain instances, Licensee may desire Steritas to provide additional supporting services to facilitate the Licensee's use of the Measure and/or Software in furtherance of the Permitted Purpose and/or to confirm the results arising from Licensee's use of the Measure, as mutually agreed upon by the Parties in the applicable Order Form (the "Supplemental Services"). The Supplemental Services will be subject to the terms and conditions set forth in this Agreement and the applicable Order Form. Solely in connection with Steritas' rendering of any data migration Supplemental Services, Steritas shall deliver one or more written or electronic forms to Licensee or its designee to be populated with Licensee's anonymized Study information and data (the "Data"), which Data shall be processed by Steritas and used to prepare one or more written or electronic reports to be delivered by Steritas to Licensee or its designee. Unless otherwise agreed upon by the Parties in the applicable Order Form, the Supplemental Services will be rendered on a time and materials basis at Steritas' then-current rates; provided, however, that to the extent that Licensee is not using the Software to facilitate its use of the Measure as contemplated hereunder, such rates may be subject to surcharge by Steritas.

2. License Fees and Payments

2.1 License Fees As consideration for the rights and licenses granted herein and any Supplemental Services rendered hereunder, Licensee shall pay Steritas the non-refundable fees in the amounts set forth in the Order Form. Unless otherwise set forth in the applicable Order Form, all fees shall be payable within thirty (30) days of the Effective Date.

2.2 Form of Payment All payments due under this Agreement shall be non-refundable and shall be payable in United States dollars. Each payment shall reference this Agreement. Conversion of foreign currency to U.S. dollars shall be made at the conversion rate existing in the United States, as reported in The Wall Street Journal, on the last working day of the calendar month immediately preceding the date on which such payment becomes due hereunder. Such payments shall be without deduction of exchange, collection or other charges, and, specifically, without deduction of withholding or similar taxes or other government imposed fees or taxes. All payments not made when due shall be subject to late charges on a pro-rated daily basis equal to the lesser of: (i) one and one-half percent (1.5%) per month of the overdue amount, or (ii) the maximum amount permitted under applicable law. Licensee shall reimburse Steritas for all fees and expenses, including reasonable attorneys' fees, incurred to collect amounts owed by Licensee hereunder. Payments due to Steritas under this Agreement shall be made payable to Steritas and addressed as set in the applicable Order Form.

2.4 Taxes The fees under this Agreement do not include, and Licensee shall be responsible for paying all, local, state, federal or foreign sales, use, excise, VAT or other taxes, levies, duties or tariffs of any nature that may be due relating to this Agreement and the licenses and/or Services provided hereunder, except for taxes based on the income of Steritas.

3. Term and Termination

3.1 Term The term of this Agreement shall commence on the Effective Date and shall remain in effect for the term set forth in the Order Form, unless this Agreement is earlier extended in writing by both Parties or terminated in accordance with this Article 3.

3.2 Termination for Failure to Pay If Licensee fails to timely make any payment due hereunder, Steritas shall have the right to terminate this Agreement upon ten (10) business days written notice, unless Licensee makes such payments within said ten (10) business day notice period. If payments are not received by Steritas, Steritas may immediately terminate this Agreement at the end of said ten (10) business day period upon providing Licensee written notice thereof. Licensee shall be entitled to only one (1) such cure period in a calendar year; for a second failure to make payment on time, Steritas shall have the right to terminate this Agreement immediately upon written notice to Licensee.

3.3 Other Termination Rights Licensee may terminate this Agreement by giving thirty (30) days written notice to Steritas. Steritas may terminate this Agreement for any material breach of this Agreement (not otherwise covered by provisions of Section 3.2) by Licensee that is not cured within thirty (30) days after notice of such breach from Steritas. For the purposes hereof, Licensee's use or exploitation of the Measure and/or Software for purposes other than the Permitted Purpose shall be deemed a material breach of this Agreement. Additionally, Steritas shall have the right to terminate this Agreement immediately upon written notice to Licensee with no further notice obligation or opportunity to cure if Licensee shall become insolvent, make an assignment for the benefit of creditors, or have a petition in bankruptcy filed for or against it.

3.4 Effects of Expiration or Termination Upon expiration or termination of this Agreement any and all licenses granted by Steritas hereunder will immediately terminate, all unpaid fees and other amounts due from Licensee will immediately become due and payable, Licensee shall immediately provide Steritas with any Enhancements, and Licensee shall cease all further use of the Measure, the Software and any Enhancements.

4. Indemnification.

4.1 At Steritas' sole expense, Steritas shall indemnify, defend and hold harmless (collectively, "indemnify" or "indemnification") Licensee and its affiliates and their respective directors, officers, employees and agents and their respective successors, heirs and assigns (the "Licensee Indemnitees"), against any and all liability, damage (including direct, indirect, consequential and special damages), loss or expense (including reasonable attorney's fees and expenses of litigation) (collectively, "Losses"), incurred by or imposed upon the Licensee Indemnitees or any one of them in connection with any third party claims, suits, actions, investigations, demands or judgments relating to or arising from, in whole or part, Steritas' negligence, intentional misconduct, breach of this Agreement or failure to comply with applicable laws.

4.2 At Licensee's sole expense, Licensee shall indemnify, defend and hold harmless (collectively, "indemnify" or "indemnification") Steritas and its owners, members, licensors and affiliates and their respective trustees, directors, officers, medical and professional staff, employees, students, volunteers, and agents and their respective successors, heirs and assigns (the "Steritas Indemnitees"), against any and all Losses incurred by or imposed upon the Steritas Indemnitees or any one of them in connection with any third party claims, suits, actions, investigations, demands or judgments relating to or arising from, in whole or part: (i) the performance of the Study; (ii) the use of any data obtained from the use of the Measure and/or Software, inclusive of the Data, or any derivatives (including, without limitation, the Enhancements) in the Study; (iii) Licensee's negligence, intentional misconduct, breach of this Agreement or failure to comply with applicable laws; or (iv) any activities to be carried out by Licensee under this Agreement.

4.2 Each Party, in its capacity as an indemnitor hereunder (each, an "Indemnitor") agrees, at its own expense, to provide attorneys reasonably acceptable to the applicable Licensee Indemnitee(s) or Steritas Indemnitee(s) (each, an "Indemnitee") to defend against any actions brought or filed against such Indemnitee(s) indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought; provided, however, that any Indemnitee shall have the right to retain its own counsel, at the expense of the Indemnitor, if representation of such Indemnitee by counsel retained by the Indemnitor would be inappropriate because of conflict of interests of such Indemnitee and any other party represented by such counsel. The Indemnitor agrees to keep the Indemnitee(s) informed of the progress in the defense and disposition of such claim and to consult with the Indemnitee(s) prior to any proposed settlement. Notwithstanding anything to the contrary in this Agreement, the Indemnitor shall not enter into any settlement, consent judgment, or other voluntary final disposition of any claim that has a material adverse effect on the rights of the Indemnitee(s) hereunder, or admits any wrongdoing or fault by the Indemnitee(s), or imposes on the Indemnitee(s) any payment or other liability, in each case without the prior written consent of such Indemnitee(s).

4.3 The Indemnitee shall (i) give the Indemnitor prompt notice of any covered claim for which any Indemnitee is entitled to indemnification under Sections 4.1 or 4.2, provided, however, failure of the Indemnitee to do so shall not relieve the Indemnitor of its obligation(s) to indemnify, except to the extent that the Indemnitor can demonstrate it was actually prejudiced by such failure, (ii) provide Indemnitor with the opportunity to defend against the claim, and (iii) reasonably cooperate in such defense at Indemnitor's expense.

4.4 Any limitation of liability within this Agreement shall not limit the extent of the Indemnitor's and its assigns' and successor's indemnification obligations indicated within Sections 4.1 and 4.2 of this Agreement.

4.5 This Article 4 shall survive expiration or termination of this Agreement.

5. Warranties; Disclaimers; Limitations of Liability

5.1 Mutual Warranties Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (ii) it has the full right, power, and authority to enter into, and to perform its obligations and grant the rights and licenses it grants or is required to grant under, this Agreement; (iii) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and (iv) when executed and delivered by both Parties, this Agreement will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

5.2 Limited Warranties Steritas further represents and warrants to Licensee that: (i) the Supplemental Services will be rendered in a professional and workmanlike manner, and in conformity with generally prevailing industry standards, this Agreement, and the applicable addendum; and (ii) to Steritas' knowledge, the Licensee's authorized use of the Measure and/or Software for the Permitted Purposes does not infringe or misappropriate the intellectual property rights of any third party. Licensee acknowledges that the Measure and Software are research tools that have not been reviewed or approved by the United States Food and Drug Administration, the European Medicines Agency, or by any other agency and that the Measure and Software are still evolving and, except as set forth in the preceding sentence, the Measure and Software are being made available on an "AS IS" basis without any further warranties of any kind. Steritas and its licensors may, from time to time, make changes to the Measure and Software without any obligation to inform Licensee. The Measure and Software are only a tool to be used for analytical purposes and it is not intended to render a medical diagnosis or prognosis. Except as otherwise set forth in this Agreement, Steritas and its licensors shall have no liability to any patient or subject or to Licensee with respect to the use of the Measure and/or Software (including, without limitation, the Enhancements) by Licensee.

5.2 No Warranties EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 5.1 AND 5.2, STERITAS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE MEASURE, THE SOFTWARE, SUPPLEMENTAL SERVICES AND/OR ANY DERIVATIVES (INCLUDING, WITHOUT LIMITATION, ANY ENHANCEMENTS) AND THE RIGHTS GRANTED HEREUNDER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, VALIDITY OF ANY COPYRIGHTS, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AND STERITAS HEREBY DISCLAIMS THE SAME.

5.4 Limitation of Liability IN NO EVENT SHALL STERITAS OR ANY OF ITS AFFILIATES OR LICENSORS OR ANY OF THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, MEDICAL OR PROFESSIONAL STAFF, EMPLOYEES AND AGENTS BE LIABLE TO LICENSEE OR ANY OF ITS AFFILIATES FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE LICENSE OR RIGHTS GRANTED OR SUPPLEMENTAL SERVICES RENDERED HEREUNDER, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION ECONOMIC DAMAGES OR INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS OF WHETHER STERITAS SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.

5.5 Limitation on Damages SUBJECT IN ANY EVENT TO THE LIMITATIONS IN THE FOREGOING SECTION 5.4, THE LIABILITY OF STERITAS OR OF ANY OF ITS AFFILIATES OR LICENSORS OR ANY OF THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, MEDICAL OR PROFESSIONAL STAFF, EMPLOYEES AND AGENTS AND THEIR RESPECTIVE SUCCESSORS, HEIRS AND ASSIGNS, WITH RESPECT TO ANY AND ALL SUITS, ACTIONS, LEGAL PROCEEDINGS, CLAIMS, DEMANDS, DAMAGES, COSTS AND EXPENSES ARISING OUT OF THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION UNDER THIS AGREEMENT WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY, STATUTORY OR OTHERWISE SHALL NOT EXCEED IN THE AGGREGATE A SUM EQUAL TO THE TOTAL AMOUNTS ACTUALLY PAID TO STERITAS UNDER THIS AGREEMENT DURING THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH LIABILITY AROSE.

6. Medical Professional Judgment LICENSEE ACKNOWLEDGES THAT THE MEASURE AND SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY ENHANCEMENTS) ARE INTENDED TO ASSIST CERTAIN FUNCTIONS OF THE PRACTICE OF MEDICINE AND SHOULD ONLY BE USED AS AN ADJUNCT TO THE DIAGNOSIS AND MANAGEMENT OF CLINICAL CONDITIONS ASSOCIATED WITH GLUCOCORTOCOID TOXICITY. LICENSEE UNDERSTANDS AND HEREBY ACKNOWLEDGES AGREES THAT THE MEASURE, SOFTWARE AND ANY DERIVATIVES (INCLUDING, WITHOUT LIMITATION, ANY ENHANCEMENTS) MUST NOT BE USED IN ANY WAY TO REPLACE OR OVERRULE THE JUDGMENT OR MEDICAL ADVICE OF A QUALIFIED HEALTH CARE PROVIDER.

7. Confidential Information

7.1 Confidential Information As used herein, the term "Confidential Information" means all information, in whatever form, that is disclosed by a Party to the other Party, which, given the totality of the circumstances, a reasonable recipient should have reason to believe is proprietary, confidential, or competitively sensitive, regardless of whether such information is labeled as confidential or not, including without limitation personally identifiable information, creative works, business activities, trade secrets, know-how, techniques, research, developments, processes, designs, technical data and information, financial information, pricing, vendors, customers, prospects, marketing plans and any other information of a similar nature. Each Party receiving Confidential Information from the other Party shall: (i) use and reproduce the Confidential Information only for the purposes specified in this Agreement, (ii) restrict disclosure of Confidential Information to its personnel with a reasonable need to know the Confidential Information to enable the receiving Party to perform its obligations and exercise its rights under this Agreement, provided that such personnel are bound by confidentiality obligations at least as strict as those contained in this Agreement, and (iii) use reasonable care to protect the other Party's Confidential Information and to prevent unauthorized disclosure of such Confidential Information. Additionally, to the extent that any Party's Confidential Information disclosed or otherwise made available by one Party includes personally identifiable information, the other Party agrees to use such personally identifiable information solely in accordance with applicable law governing the dissemination and use of such personally identifiable information.

7.2 Exclusions Except as expressly provided herein, nothing in this Agreement will be construed to restrict or impair in any way the right of a receiving Party to disclose any information which: (i) is at the time of its disclosure hereunder generally available to the public; (ii) becomes generally available to the public through no fault of the receiving Party; (iii) can be reasonably demonstrated to be in the possession of a receiving Party without obligations of confidentiality prior to its initial disclosure hereunder; or (iv) is acquired from a third party having a right to disclose the same to a receiving Party without breach of any confidentiality obligation. Notwithstanding the foregoing, the exclusions from the confidentiality obligations provided in this Section 7.2 shall not apply to personally identifiable information. A receiving Party may disclose Confidential Information in accordance with a legally binding judicial or other governmental order, provided that, to the extent not precluded by applicable law, such Party provides the disclosing Party with prompt notice of the same and cooperates with the disclosing Party with any actions taken by the disclosing Party to protect such Confidential Information, including without limitation the seeking of an appropriate protective order or other remedy. Solely to the extent that Licensee has elected to receive an academic license, as indicated on the Order Form, Licensee acknowledges and agrees that Steritas may collect, analyze and anonymize data, statistics or other information obtained through the provision, use and performance of various aspects of the Measure, Software and/or Supplemental Services and aggregate such data, statistics or other information with data, statistics or other information obtained from other sources, and may use the same for lawful business purposes, including improvement of the Measure, Software and/or Supplemental Services, as long as in doing so Steritas does not re-identify, or attempt to re-identify, any of the Licensee's Confidential Information.

8. Use of Name Steritas may publicly identify Licensee (including by Steritas' use of Licensee's trademarks, service marks and logos) as a user or licensee of the Measure, Software and/or the Study on Steritas' website and relevant promotional materials; provided, however, that Steritas' issuance of any other public announcement, press release, promotional, or other material and other public uses of Licensee's names, URLs, domain names, trademarks, service marks, logos, slogans or other words or phrases identifying Licensee on Steritas' website shall be subject to Licensee's prior written approval, which shall not be unreasonably withheld,.

9. Miscellaneous

9.1 Entire Agreement This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes any prior or contemporaneous understandings or agreement, written or oral, between the Parties regarding such subject matter, and neither Party shall be obligated by any condition or representation other than those expressly stated herein or as may be subsequently agreed to by the Parties hereto in writing.

9.2 Notices Written notices required to be given under this Agreement shall be addressed to the applicable Party at its address set forth in the Order Form, or such other address as either Party may request in writing.

9.3 Amendment; Waiver This Agreement may be amended and any of its terms or conditions may be waived only by a written instrument executed by an authorized signatory of the Parties or, in the case of a waiver, by the Party waiving compliance. The failure of either Party at any time or times to require performance of any provision hereof shall in no manner affect its rights at a later time to enforce the same. No waiver by either Party of any condition or term shall be deemed as a further or continuing waiver of such condition or term or of any other condition or term.

9.4 Binding Effect This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties hereto and their respective permitted successors and assigns.

9.5 Assignment Licensee shall not assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Steritas. Licensee shall notify Steritas in writing of any such assignment and provide a copy of all assignment documents and related agreements to Steritas within thirty (30) days of such assignment. Failure of an assignee to agree to be bound by the terms hereof or failure of Licensee to notify Steritas and provide copies of assignment documentation shall be grounds for termination of this Agreement for default.

9.6 Force Majeure**.**] Neither Party shall be responsible for delays resulting from causes beyond the reasonable control of such Party, including without limitation fire, explosion, flood, war, sabotage, pandemic, epidemic, strike or riot, provided that the nonperforming Party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever such causes are removed.

9.7 Export Controls Licensee shall be responsible for complying with all applicable restrictions on exports and re-exports with respect to the Measure and Software including obtaining any required U.S. or local government license, authorization or approval. Licensee shall indemnify and hold harmless Steritas for any breach of Licensee's obligations under this Section 9.7.

9.8 Governing Law This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts, excluding with respect to conflict of laws, except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent shall have been granted. Each Party agrees to submit to the exclusive jurisdiction of the Superior Court for Suffolk County, Massachusetts, and the United States District Court for the District of Massachusetts with respect to any claim, suit or action in law or equity arising in any way out of this Agreement or the subject matter hereof.

9.9 Severability If any provision(s) of this Agreement are or become invalid, are ruled illegal by any court of competent jurisdiction or are deemed unenforceable under then current applicable law from time to time in effect during the term hereof, it is the intention of the parties that the remainder of this Agreement shall not be affected thereby. It is further the intention of the Parties that in lieu of each such provision which is invalid, illegal or unenforceable, there be substituted or added as part of this Agreement a provision which shall be as similar as possible in economic and business objectives as intended by the parties to such invalid, illegal or enforceable provision, but shall be valid, legal and enforceable.

9.10 Third Party Beneficiary The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit Massachusetts corporation, is an express third party beneficiary of this Agreement. Except as set forth in this Section 9.10, nothing in this Agreement will be construed to create any third party beneficiary rights in any person.

9.11 Survival of Termination In addition to any specific survival references in this Agreement, Sections 1.4, 1.5, 3.4, 5.3, 5.4 and 5.5, and Articles 4 and 6-9 shall survive termination or expiration of this Agreement. Any other rights, responsibilities, obligations, covenants and warranties which by their nature should survive this Agreement shall similarly survive and remain in effect.

9.12 Interpretation The parties hereto are sophisticated, have had the opportunity to consult legal counsel with respect to this transaction and hereby waive any presumptions of any statutory or common law rule relating to the interpretation of contracts against the drafter.

9.13 Headings All headings are for convenience only and shall not affect the meaning of any provision of this Agreement.

9.14 Counterparts This Agreement may be executed in two or more counterparts and delivered by facsimile or PDF, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Agreement may be executed electronically/digitally in compliance with the Massachusetts Uniform Electronic Transactions Act (MUETA) Mass. Gen. Laws ch. 110G and/or The Electronic Signatures In Global And National Commerce Act (ESIGN) 15 USC ch. 96. Persons signing this Agreement agree that, if used, electronic/digital signatures are intended to authenticate this writing and to have the same force and effect as the use of manual signatures.