License Agreement and Asset Transfer, effective as of December 9, 2013, by and between The Arizona Board of Regents on behalf of The University of Arizona and Sinfona HealthCare Corporation

1.1

“AFFILIATES” shall mean any entity that owns or controls (directly or indirectly) at least 50% of LICENSEE, or at least fifty percent (50%) of which is (directly or indirectly) owned or controlled by LICENSEE.

1.2

“DERIVATIVE WORK” means all works developed by or on behalf of LICENSEE which would be characterized as derivative works of the PROGRAM under the United States Copyright Act of 1976, or subsequent revisions thereof, specifically including, but not limited to, translations, abridgments, condensations, recastings, transformations, or adaptations of the PROGRAM, or works consisting of editorial revisions, annotations, elaborations, or other modifications of the PROGRAM. The term “DERIVATIVE WORK” shall not include those derivative works that are developed by ARIZONA.

1.3

“EFFECTIVE DATE” shall mean the date on which each of the following conditions has been satisfied: (i) this Agreement has been duly executed by the authorized representatives of both Parties affirming acceptance of the terms and conditions of this Agreement, (ii) the Warrant (as defined in Section 4.3 below) has been issued and delivered to ARIZONA and (iii) LICENSEE and ARIZONA have fully executed the Professional Services Agreement (as defined in Article 7 and attached as Exhibit A).

1.4

“END USER” means any person or other entity to whom the PROGRAM or DERIVATIVE WORKS are distributed and who is not granted any rights to sublicense or distribute the PROGRAM or DERIVATIVE WORKS to others.

1.5

“FIELD OF USE” means all fields.

1.6

“GROSS SUB LICENSING REVENUE” shall mean all consideration received by LICENSEE and its Affiliates pursuant to any sublicense to an Affiliate or SUBLICENSEE.

1.7

“LICENSED SERVICE” shall mean any service offered utilizing or owing its origin to the PROGRAM.

1.8

“NET SALES” shall mean the amount billed or invoiced (and if any amount is not billed or invoiced, the amounts received) for licenses, sales, rental or lease to END USERS, however characterized, by LICENSEE and for uses of the PROGRAM and DERIVATIVE WORKS by LICENSEE, including any service, including but not limited to LICENSED SERVICE, provided by LICENSEE related to the use of the PROGRAM or directly related to the market purpose of the PROGRAM, less the following deductions:

(a)

cash discounts actually granted to customers, but only in amounts customary in the trade;

(b)

sales, tariff duties and/or use taxes separately stated in such bills or invoices with reference to particular sales and actually paid by LICENSEE to a governmental unit;

(c)

actual freight expenses between LICENSEE and customers, to the extent such expenses are not charged to or reimbursed by customers;

(d)

amounts actually refunded or credited on returns; and

(e)

the amount paid by LICENSEE to The Arizona Board of Regents on behalf of The University of Arizona, for the period in question pursuant to the Professional Services Agreement referenced in Section 7 and attached as Exhibit A.

1.9

“PROGRAM(S),” shall mean the software and related user documentation known as Medication Management Center, as they exist on the EFFECTIVE DATE and further described in ARIZONA disclosure number UA09-108 mid assigned or under obligation to be assigned to ARIZONA.

1.10

“ROYALTY PERIOD(S)” means the six-month periods ending on the last days of June and December.

1.11

“SUBLICENSE(S)” means any agreement between LICENSEE and a SUBLICENSEE under which any of LICENSEE’s rights under this Agreement are licensed. Licenses to END USERS, though in fact sublicenses to the license granted by this Agreement, shall be excluded from the defined, capitalized term, “SUBLICENSES,” and shall be separately addressed herein as “END USER licenses.”

1.12

“SUBLICENSEE(S)” means any person or entity sublicensed the PROGRAM or DERIVATIVE WORK, or granted an option for a sublicense to the PROGRAM or DERIVATIVE WORK by LICENSEE under this Agreement, other than an END USER.

1.13

“TERRITORY” shall mean the United States and all jurisdictions extending national treatment to United States copyright holders under the Berne Convention, Universal Copyright Convention, Trade Related Aspects of Intellectual Property (TRIPS) Agreement, or any other agreement providing such protection.

2.1

Upon the EFFECTIVE DATE, and subject to the terms and conditions of this Agreement, ARIZONA hereby grants to LICENSEE an exclusive license with the right to grant SUBLICENSES, to create DERIVATIVE WORKS, and to use, reproduce, market, distribute, publicly display, publicly perform, and otherwise commercially exploit the PROGRAM and DERIVATIVE WORKS in the TERRITORY for use in the FIELD OF USE, including by way of END USER licenses and LICENSED SERVICE.

2.2

Without limiting any other rights it may have, ARIZONA specifically reserves the right for ARIZONA to create derivative works of the PROGRAM and to use, reproduce, publicly display and publicly perform the PROGRAM and derivative works thereof, for research, internal (including clinical) and/or educational purposes.

2.3

Any and all SUBLICENSES granted by LICENSEE shall include all of the rights and obligations contained in this Agreement due ARIZONA,

2.4

The grant of rights in Articles 2.1, 2.2 and 2.3 are subject to LICENSEE and its SUBLICENSEES being in compliance with applicable county, state, federal or foreign laws, rules, and regulations governing the LICENSEE) SERVICE in or between any county, state, federal, or foreign jurisdiction. The licenses granted in this Agreement are subject to any rights required to be granted under prior research or sponsorship agreements, or retained by the U.S. government, for example in accordance with Chapter 18 or Title 35 of U.S.C. 200-212 and the regulations thereunder (37 CFR Part 401), when applicable. LICENSEE agrees to comply in all respects, and shall provide ARIZONA with all reasonably requested information and cooperation for ARIZONA to comply with applicable provisions of the same.

2.5

ARIZONA shall transfer to LICENSEE the hardware defined in Exhibit B (attached) (“Assets”) necessary for the operation of the software and the delivery of the service, and required to fully enable this license grant. The Assets are required by Licensee in the implementation of the Program. The Assets shall be assigned, transferred and conveyed by ARIZONA to LICENSEE pursuant to the form of Bill of Sale and Assignment and Assumption Agreement attached hereto as Exhibit C (the “Assignment”) and incorporated herein.

3.1

Should LICENSEE not be in possession of a copy of the PROGRAM at the time of signing, ARIZONA shall provide to LICENSEE a copy of the PROGRAM within thirty (30) days upon notification by LICENSEE to ARIZONA.

4.1

LICENSEE shall pay royalties to ARIZONA until this Agreement is terminated. Royalties shall include:

(a)

License Issue Fee of [___]** dollars ($[___]**). Such License Issue Fee shall be nonrefundable, non-creditable, and is due upon signing of this Agreement.

(b)

Running Royalties only on NET SALES:

(i)

5% of NET SALES;

(ii)

25% of GROSS SUBLICENSING REVENUE.

4.2

LICENSEE shall pay to ARIZONA an Annual License maintenance fee (“Annual Fee”). This Annual Fee is accrued on June 30 of the years specified below, and is payable with the semi-annual report for the ROYALTY PERIOD in which the Annual Fee accrues. LICENSEE may credit each Annual Fee in full against all Running Royalties otherwise due ARIZONA for the prior July 1 through the June 30 on which the Annual Fee accrues. The Annual Royalties are:

(a)

In 2014: $100,000.00;

(b)

In 2015: $150,000.00;

(c)

In 2016: $200,000.00; and

(d)

In 2017 and in each year thereafter during the term of this Agreement: $250,000.00.

4.3

LICENSEE shall issue ARIZONA Transferable warrants representing [___]** percent ([___]**%) of the outstanding capital stock of LICENSEE as of the EFFECTIVE DATE as detailed in an accompanying Class A Common Stock Warrant (“Warrant”).

4.4

LICENSEE shall pay to ARIZONA an Asset Transfer Fee of $[___]**. Such nonrefundable, non-creditable Asset Transfer Fee is specifically for the transfer of the Assets as described in Article 2.5 and shall not be subject to ARIZONA revenue distribution policies, and is due in two equal payments as follows:

(a)

$[___]** due upon EFFECTIVE DATE;

(b)

$[___]** due upon the one-year anniversary of the EFFECTIVE DATE.

5.1

LICENSEE shall make all royalty payments under Article 4 semi-annually, within forty-five (45) days of December 31 and June 30, Each such royalty payment shall be for the most recently completed six-month period.

5.2

LICENSEE shall notify ARIZONA of each sublicense granted hereunder and upon ARIZONA’s request provide a copy of said sublicense agreement to ARIZONA. LICENSEE shall monitor sublicenses and assure license terms are met and product or service quality is equal to or greater than that required by this Agreement.

5.3

With all royalty payments under Article 4, LICENSEE shall provide ARIZONA with a written report documenting:

(a)

quantity of LICENSED SERVICE performed domestically and internationally and relevant information on maintaining LICENSED SERVICE quality;

(b)

summary of LICENSED SERVICE gross sales and NET SALES for both LICENSEE and SUBLICENSEES; and

(c)

any Running Royalties due, including the method used to calculate the amounts due, the exchange rates used, if applicable, as well as any reductions due to sales to the U.S. Government.

5.4

Payments hereunder shall be made in U.S. dollars in the United States. If LICENSED SERVICE is sold or performed for monies other than United States dollars, LICENSEE shall convert the amount into equivalent United States funds, using the exchange rate quoted in the Wall Street Journal on the last business day of the reporting period.

5.5

LICENSEE shall be responsible for the payment of all taxes, duties, levies, and other charges imposed by any taxing authority with respect to the royalties payable to ARIZONA under this agreement. Should LICENSEE be required under any law or regulation of any government entity or authority, domestic or foreign, to withhold or deduct any portion of the payments on royalties due to ARIZONA, then the sum payable to ARIZONA shall be increased by the amount necessary to yield to ARIZONA an amount equal to the sum it would have received had no withholdings or deductions been made. ARIZONA shall cooperate reasonably with LICENSEE in the event LICENSEE elects to assert, at its own expense, ARIZONA’s exemption from any such tax or deduction.

5.6

Royalties accruing to ARIZONA shall be owed by LICENSEE to ARIZONA when NET SALES are invoiced, or if not invoiced, when delivered, provided or performed to or for a third party.

5.7

In the event that payments are not received when due, LICENSEE shall pay additional interest charges at an annual rate of [___]** percent ([___]**%). Interest shall be calculated from the date payment was due and until actually received by ARIZONA.

5.8

LICENSEE and its SUBLICENSEES shall maintain accurate books and records relevant to this Agreement and their performance and fulfillment of obligations related to it including but not limited to records and

books showing the maintenance, production, inventory, sale, distribution or sublicensing or the performance of LICENSED SERVICE. Upon reasonable advance notice by ARIZONA, LICENSEE’s books, records, inventory, production and practice facilities relevant to this Agreement shall be open for inspection during normal business hours by ARIZONA or its authorized agents for the purpose of verifying the accuracy of reports and the auditing of payments due ARIZONA. In the event payment is in error by [___]** percent ([___]**%) or more and such error is [___]** U.S. Dollars (USD $[___]**) or more, LICENSEE shall pay all reasonable documented audit expenses in addition to any interest due on late payments.

6.1

Each party shall promptly advise the other in writing of any known acts of potential infringement of the PROGRAM or DERIVATIVE WORKS by another party. LICENSEE has the first option to police the PROGRAM and DERIVATIVE WORKS against infringement by other parties within the TERRITORY and the FIELD OF USE, but LICENSEE shah notify ARIZONA in writing thirty (30) days before tiling any suit. LICENSEE shall not file any suit without a diligent investigation of the merits of such suit by its counsel. This right to police includes defending any action for declaratory judgment of non-infringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall make any such settlement only with the advice and consent of ARIZONA. If LICENSEE has a reasonable basis for policing the rights outlined above, ARIZONA shall provide reasonable assistance to LICENSEE with respect to such actions, but only if LICENSEE reimburses ARIZONA for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’s request or reasonably required by ARIZONA and if LICENSEE notifies ARIZONA in writing thirty (30) days before filing any suit. ARIZONA retains the right to participate, with counsel of its own choosing and at its own expense, in any action under this Paragraph. LICENSEE, shall defend, indemnify and hold harmless ARIZONA with respect to any counterclaims asserted by an alleged infringer reasonably related to the enforcement of the intellectual property rights under this Paragraph, including but not limited to antitrust counterclaims and claims for recovery of attorney fees.

6.2

If LICENSEE recovers damages in the intellectual property litigation or settlement thereof, the award shall be applied first to satisfy LICENSEE’S reasonable expenses and legal fees for the litigation, and then to reimburse ARIZONA for any other reasonable unreimbursed expenses and legal fees for the litigation. The remaining balance shall be divided equally between LICENSEE and ARIZONA. This provision shall control the division of revenues where a license is granted as part of a settlement of such lawsuit.

6.3

If LICENSEE undertakes to enforce and/or defend the intellectual property rights by litigation in a foreign county, and recovers damages in the intellectual property litigation, the award shall be applied first to satisfy LICENSEE’s unreimbursed expenses and legal fees for the litigation, and next to reimburse ARIZONA for any payments under Article 3 which are past due, and then to reimburse ARIZONA for any unreimbursed expenses and legal fees for the litigation. The remaining balance shall he divided equally between LICENSEE and ARIZONA.

6.4

If LICENSEE fails to take action to abate any alleged infringement within sixty (60) days of a request by ARIZONA to do so (or within a shorter period if required to preserve the legal rights of ARIZONA under any applicable laws) then ARIZONA has the right to take such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to cooperate in such action, at LICENSEE’s expense. During such action LICENSEE shall not have the right to grant sublicenses without ARIZONA’S permission, and ARIZONA has full authority to settle on such terms as ARIZONA determines. ARIZONA retains one hundred percent (100%) of any recovery or settlement under this Paragraph after reimbursement of ARIZONA’S out-of-pocket expenses and payment to LICENSEE (such payment not to exceed the recovery or settlement amounts ARIZONA actually receives) of any unrecovered expenses LICENSEE pays at ARIZONA’S request to third parties in furtherance of such action.

7.1

LICENSEE shall, using best business practice, diligently fill the market demands for PROGRAM, DERIVATIVE WORKS, and/or LICENSED SERVICES in the TERRITORY.

7.2

LICENSEE shall, at its own expense, diligently endeavor to obtain all necessary governmental approvals for the use, marketing, sale, and distribution of PROGRAM, DERIVATIVE WORKS, and LICENSED SERVICES.

7.3

LICENSEE shall use commercially reasonable efforts to bring PROGRAM, or DERIVATIVE WORKS, to market through a thorough, vigorous and diligent program for exploiting the PROGRAM and to continue active, diligent marketing efforts for one or more products based on the PROGRAM throughout the life of this Agreement.

7.4

LICENSEE and ARIZONA shall enter into a Professional Services Agreement substantially in the form attached hereto as Exhibit A.

8.1

The term of this Agreement shall be from the EFFECTIVE DATE to the end of the last to expire of the COPYRIGHTS.

8.2

LICENSEE may terminate this Agreement, at any time, upon one hundred eighty (180) days prior written notice to ARIZONA and including in the notice a declaration that LICENSEE is no longer, and henceforth will not be, making commercial gain from the COPYRIGHTS, TECHNICAL INFORMATION, PROGRAM, or DERIVATIVE WORKS.

8.3

ARIZONA shall have the right, at its sole discretion, to terminate this Agreement if, during the term of this Agreement, LICENSEE:

(a)

ceases the commercial sale PROGRAM or DERIVATIVE WORKS or performance of LICENSED SERVICE;

(b)

except in circumstances contemplated by Sections 9.1 and 9.2 below, liquidates or takes steps to liquidate its assets reasonably required for the performance of LICENSED SERVICE; or

(c)

breaches any term of this Agreement and fails upon ARIZONA providing written notice of the breach to correct such breach within sixty (60) days. This right, if exercised by ARIZONA, supersedes the rights granted in Article 2.

8.4

Either Party shall have the right, at its sole discretion, to terminate this Agreement if the EFFECTIVE DATE has not occurred on or before December 15, 2013.

8.5

This Agreement will terminate automatically, if during the term of this Agreement, LICENSEE:

(a)

commits any act of bankruptcy;

(b)

becomes insolvent;

(c)

files a petition under any bankruptcy or insolvency act;

(d)

has a petition under any bankruptcy or insolvency act filed against it which is not dismissed within sixty (60) days;

(e)

offers any component of PROGRAMS for the benefit of its creditors; or

(f)

except in connection with a transaction described in Section 9.1 or 9.2 below, is dissolved.

8.6

Upon termination of this Agreement for any reason, ARIZONA, at its sole discretion, shall determine whether any or all sublicenses shall be canceled or assigned to ARIZONA, LICENSEE agrees to use its reasonable commercial efforts to assign any sublicenses to ARIZONA if requested by ARIZONA.

8.7

Upon termination of this Agreement for any reason, LICENSEE agrees to assign, and hereby does assign, all its rights in any DERIVATIVE WORKS, whether patentable or not, to ARIZONA.

8.8

Termination of the Agreement granted hereunder for any reason by either party shall not relieve the parties of any obligation accruing prior to such termination.

8.9

Notwithstanding any termination or expiration of this Agreement, the provisions of Articles 1, 5.8, 8.5, 8.6, 8.7, 8.8, 8.9, 10, 14, and 15 shall survive and shall be enforceable according to the terms thereof

9.1

Neither Party shall assign its rights nor delegate its duties under this Agreement without the consent of the other Party, such consent not to he unreasonably withheld.

9.2

Notwithstanding the above, LICENSEE has the right to assign its rights and delegate its duties under this Agreement to a non-Affiliate that is a successor in interest to LICENSEE’S business or the portion of it in which the PROGRAMS are used, whether by sale of assets, merger, consolidation, stock purchase or otherwise. ARIZONA’S compensation for such a transaction shall be realized through the rights of the Warrant in connection with the Sale of the Company, and the successor’s assumption of LICENSEE’S obligations with respect to any remaining payments.

9.3

In connection with any assignment and delegation by LICENSEE, LICENSEE shall:

(a)

cure or cause hi be cured any outstanding breaches of the Agreement and make or cause to be made all payments due through the date of the transfer;

(b)

notify ARIZONA of the assignment and provide ARIZONA with the name of the assignee, its address for notices, and other necessary information required under this Agreement; and

(c)

cause the transferee to deliver to ARIZONA a written assumption of the obligations of LICENSEE under this Agreement;

(d)

After any such assignment. the terms of this Agreement shall continue to apply to the assignee to the same extent as to LICENSEE.

10.1

THE PROGRAM AND TECHNICAL INFORMATION ARE PROVIDED “AS IS” AND ARIZONA MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, NOR ASSUMES ANY RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE COMMERCIAL SUCCESS, USE, SALE, LEASE OR OTHER DISPOSITION OF THE PROGRAMS OR MATERIALS CONTAINING OR DERIVED FROM THE PROGRAMS, OR TECHNICAL INFORMATION BY OR FOR LICENSEE AND ITS SUBLICENSEES OR VENDORS, OR ANY ENTITY TO WHICH SUCH SERVICES ARE RENDERED.

10.2

NO WARRANTY OR REPRESENTATION IS MADE THAT ANYTHING MADE, USED, OR SOLD UNDER THE TERMS OF THIS AGREEMENT WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

10.3

NOTHING IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, OBLIGATES ARIZONA EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OR TO FURNISH ANY KNOW-HOW OR TRADE SECRETS NOT PROVIDED IN ARIZONA’S COPYRIGHTs OR TECHNICAL INFORMATION.

10.4

IN NO EVENT SHALL ARIZONA BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE EXERCISE OF THIS LICENSE OR THE USE OF THE COPYRIGHTS, PROGRAMS, OR TECHNICAL INFORMATION, AND THE SALE OR PERFORMANCE OF LICENSED SERVICES; AND

10.5

LICENSEE AND SUBLICENSEES ASSUME THE ENTIRE RISK AS TO PERFORMANCE OF THE, PROGRAM AND ALL DERIVATIVE WORKS. In no event shall ARIZONA, INCLUDING ITS REGENTS, FELLOWS, OFFICERS, EMPLOYEES, AND AGENTS, BE RESPONSIBLE: OR LIABLE FOR ANY DIRECT, INDIRECT SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR OTHER ECONOMIC LOSS OR DAMAGE WITH RESPECT TO THIS AGREEMENT, THE PROGRAM, OR ANY DERIVATIVE WORKS, TO LICENSEE, END USERS, SUBLICENSEES, OR ANY OTHER INDIVIDUAL OR ENTITY REGARDLESS OF LEGAL THEORY. THE ABOVE LIMITATIONS ON LIABILITY APPLY EVEN THOUGH ARIZONA, ITS REGENTS, FELLOWS, OFFICERS, EMPLOYEES, OR AGENTS MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

10.6

LICENSEE shall not, and shall require that its SUBLICENSEES do not, make any statements, representations or warranties whatsoever to any person or entity, or accept any liabilities or responsibilities whatsoever from any person or entity that are inconsistent with any disclaimer or limitation included in this Article 10.

10.7

LICENSEE AGREES THAT IN NO EVENT SHALL ARIZONA, INCLUDING ITS FELLOWS, OFFICERS, EMPLOYEES, AND AGENTS, BE LIABLE TO LICENSEE, ITS AFFILIATES, SUBLICENSEES OR END USERS, WHETHER SUCH LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, INFRINGEMENT, WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR RELIEF ARISING OUT OF OR RELATING TO THE PROGRAM OR DERIVATIVE WORKS, OR THIS AGREEMENT, ITS SUBJECT MATTER, THE ASSETS OR ANYONE’S CONDUCT RELATING THERETO, FOR ANY AMOUNT IN EXCESS OF THE ROYALTIES ACTUALLY PAID TO ARIZONA UNDER THIS

AGREEMENT. THIS PROVISION SHALL NOT ELIMINATE OR DIMINISH ANY DISCLAIMERS OF WARRANTY PROVIDED ELSEWHERE IN THIS AGREEMENT.

11.1

LICENSEE warrants and represents that LICENSEE shall indemnify, hold harmless and defend ARIZONA, its officers, employees, and agents against any and all claims, suits, losses, damage, costs, fees, and expenses resulting from or arising out of the exercise by LICENSEE of this Agreement or any sublicense, and those arising from the breach or non-performance by. LICENSEE of the foregoing obligations, representations and warranties. This indemnification includes, but is not limited to, any product liability.

11.2

LICENSEE shall defend, indemnify and hold harmless ARIZONA, including its fellows, officers, employees, and agents, from and against any claims, damages or expenses (including attorney’s Fees and other litigation expenses) arising out of any asserted patent, trade secret, copyright or-trademark infringement action brought as a result of the use, reproduction, modification, performance, display, licensing or other distribution of the PROGRAM or DERIVATIVE WORKS by LICENSEE, Affiliates, SUBLICENSEEs or End Users.

11.3

LICENSEE shall defend, indemnify and hold harmless and shall require its Affiliates and SUBLICENSEEs to defend, indemnify and hold harmless ARIZONA, its Regents, fellows, officers, employees and agents, for and against any and all claims, demands, damages, losses, and expenses of any nature (including attorneys’ fees and other litigation expenses), resulting from, but not limited to, death, personal injury, illness, property damage, economic loss or products liability arising from or in connection with, any of the following:

(a)

Any reproduction, use, display, performance, license, sale, or other disposition by LICENSEE, Affiliates, SUBLICENSEEs or transferees of the PROGRAM or any DERIVATIVE WORKS;

(b)

The direct or indirect use by any person of the PROGRAM or DERIVATIVE WORKS reproduced, used, displayed, performed, licensed, sold or otherwise distributed by LICENSEE., Affiliates or SUBLICENSEEs.

11.4

LICENSEE, at its sole cost and expense, shall insure its activities in connection with the work under this Agreement and obtain, keep in force, and maintain insurance as follows, or an equivalent program of self- insurance:

(a)

Comprehensive or commercial general liability, insurance (contractual liability included) with its minimum limits as follows:

(i)

Each Occurrence One Million U.S., Dollars ($1,000,000);

(ii)

Products/Completed Operations Aggregate Five Million U.S. Dollars ($5,000,000);

(iii)

Personal and Advertising Injury One Million U.S. Dollars ($1,000,000);

(iv)

General Aggregate (commercial form only) Five Million U.S. Dollars ($5,000,000).

(b)

The coverage and limits specified above do not in any way limit the liability of LICENSEE under this Agreement. Such insurance coverage is required prior to the first sale of PROGRAM or DERIVATIVE WORKS, or performance of LICENSED SERVICE. LICENSEE shall furnish ARIZONA with certificates of insurance showing compliance with all requirements. Such certificates must:

(i)

Provide for Thirty (30) day advance written notice to ARIZONA of any modification.

(ii)

Indicate that ARIZONA has been endorsed as an additional Insured under the coverage specified above.

(iii)

Include a provision that the coverage shall be primary and will not relate to nor will be excess over any valid and collectable insurance or program of self-insurance carried or maintained by ARIZONA.

11.5

ARIZONA shall notify LICENSEE in writing of any claim or suit brought against ARIZONA in respect of which ARIZONA intends to invoke the provisions of this Article. LICENSEE shall promptly keep ARIZONA informed on a current basis of its defense of any claims under this Article.

12.1

Any fee payment, notice, or other communication required or permitted to be made or to be given to either party under this Agreement shall be sufficiently made or given on the (late of mailing if sent to such party by either certified first class U.S. mail, postage prepaid, or by traceable delivery services such as Federal Express, United Postal Service or DHL, addressed to that party at its address set forth below:

13.1

Except as provided herein, nothing contained in this Agreement shall be construed as conferring any right to use in advertising, publicity, or other promotional activities any name, trade name, trademark or other designation of a party or of any identifying technology of either party including any contraction, abbreviation, or simulation of the foregoing.

13.2

LICENSEE may use the following factual statement in crediting ARIZONA in association with the appropriate use of the copyright notice “Copyright [year] Arizona Board of Regents on Behalf of The University of Arizona” utilizing the same typeface, color and font size as is used by LICENSEE in the crediting of any other content derived from non-LICENSEE sources.

14.1

This Agreement including its exhibits embodies the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes all previous discussions and documents respecting such subject matter.

14.2

The validity, construction, and performance of this Agreement, and any dispute between the parties relating thereto, shall be governed by and interpreted and determined in accordance with the laws of State of Arizona, except for those laws relating to conflict of laws.

14.3

No amendment or modification to this Agreement shall be effective or binding on either party unless the same has been reduced to writing and signed by authorized representatives of both parties.

14.4

The Section headings used herein are provided solely for convenience and are not to be used for interpreting this Agreement.

14.5

The provisions of this Agreement shall be deemed severable. If any provision in this Agreement is held invalid or unenforceable by an unappealed and unappealable final judgment of a court of competent jurisdiction, then the meaning of that provision shall be construed, to the extent feasible, to render the provision enforceable. If, however, no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the invalidity or unenforceability of such provision substantially impairs the value of this Agreement, in its entirety, to either party. If such impairment occurs, the parties shall then each use reasonable efforts to negotiate a substitute, valid and enforceable provision which most nearly affects the parties’ intent in entering into this Agreement.

14.6

No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition or of any other term, provision or condition of this Agreement. Any delay or omission by either party to exercise any right or remedy under this Agreement or at law shall not be construed to be a waiver army such right or remedy or any other right or remedy. All the rights of either party under this Agreement shall be cumulative and may be exercised separately or concurrently.

14.7

Each of the parties hereto is an independent contractor and nothing herein shall be deemed to constitute the relationship of partners, joint venturers, or of principal and agent between the parties hereto.

14.8

The failure of any party hereto at any time or times to require performance of any provisions of this Agreement shall in no manner affect its right to enforce such provision at a later time.

14.9

LICENSEE shall notify ARIZONA if LICENSEE becomes aware that this Agreement is subject to any U.S. or foreign government reporting or approval requirement. LICENSEE shall make all necessary filings and pay all costs including, but not limited to, fees, penalties, and all other out-of-pocket costs associated with such reporting or approval process.

14.10

LICENSEE shall observe all applicable United States and foreign laws with respect to the transfer of PROGRAMS and TECHNICAL INFORMATION to foreign countries, including, without limitation, the Export Administration Regulations.

14.11

This Agreement shall bind the parries, their successors, trustees, and permitted assigns.

15.1

The parties agree to be hound by applicable state and federal rules governing equal employment opportunity, immigration and nondiscrimination.

15.2

The parties agree that should a dispute arise between them, in any manner, concerning this Agreement, and said dispute involves the sum of Fifty Thousand U.S. Dollars (USD $50,000) or less in money damages only, exclusive of interest or cost of attorney’s fees, the parties will submit the matter to binding arbitration pursuant to the Arizona Supreme Court Rules for Compulsory Arbitration and the decision of the arbitrator(s) shall be final and binding upon the parties.

15.3

The parties recognize that the performance by ARIZONA may be dependent upon the appropriation of funds by the State Legislature of Arizona. Should the State Legislature of Arizona fail to appropriate the necessary funds, ARIZONA may cancel this Agreement without further duty or obligation,

15.4

This Agreement is subject to the provisions of A.R.S. § 38-511. ARIZONA may cancel this Agreement by written notice to the parties if any person substantially involved in obtaining, drafting, or procuring this Agreement for or on behalf of ARIZONA becomes an employee or consultant in any capacity of LICENSEE.

1.

Operate a Medication Therapy Management (“MTM”) program for the MMC compliant with Prescription Drug Benefit Manual, Chapter 7 – Medication Therapy Management and Quality Improvement Program, current applicable edition, and any applicable MTM program guidance released during the contract year as published by the Centers for Medicare and Medicaid Services (“CMS”) for all programs designated as Medicare Part D MTM programs by the Company.

2.

Operate, to the Company’s specifications and requirements, other programs outside of the Medicare Part D MTM programs, subject to UA’s prior written consent.

3.

Maintain an appropriate staffing ratio of qualified personnel to provide customer service, handle the toll-free phone line, conduct interactive medicine reviews, and perform the operational and administrative components of the MTM program at the MMC.

4.

Provide Members with a toll-free number to contact the MMC (i) regarding questions about the MTM program, (ii) to change participation in or opt-out of the program, and (iii) to schedule person-to-person comprehensive medication review (“CMR”) for any follow-up questions or concerns.

5.

Provide 24 hours a day, 7 days week coverage for Members to contact and include documentation of after-hours calls.

6.

Collect and collate data from mailed-in and phoned-in Member communications to track dates and reasons for changes in participation in the program, including “opt-outs,” as required for reporting to the Company.

7.

Offer a CMR for all Members qualified for the respective programs, when appropriate.

8.

CMRs will be interactive and conducted by registered pharmacists or qualified licensed pharmacy interns. The CMRs will cover topics appropriate to individual Member needs and may include:

a.

drug therapy for chronic conditions

b.

drug/drug, drug/food, drug/disease interactions

c.

drug duplications

d.

information on how to take medicines as prescribed

e.

help in managing side effects of medicines

f.

information on vaccines and other preventive care

g.

recognition of medicines that may be inappropriate

9.

After CMR is completed, UA will document a written summary for the Member.

10.

For Members who do not opt-out of the entire MTM program, UA will provide the appropriate targeted medication reviews (“TMRs”) and follow up with each prescription claims data feed. All Members with identified targeted opportunities will be sorted into queues based on alert severity and in accordance with the following guidelines:

a.

Members with identified targeted opportunities may be contacted by phone or by mail depending on the quality and severity of the alert.

b.

Members not reached by phone may receive written materials including, but not limited to, a medication action plan (“MAP”) and summary of interventions communicated to the Member’s prescriber.

c.

The Member’s prescriber may be contacted with recommendations.

d.

The parties acknowledge that any particular Member may not want UA to contact the prescriber and choose to discuss the issue directly with his/her prescriber. If the Member makes this request, UA will provide the Member with detailed information regarding the requested interchange. The intent is for the Member to present this information to his/her prescriber upon next visit in lieu of UA contacting the prescriber directly. The parties agree, however, that if the issue is life threatening, UA, in its best judgment, will call “911” or other emergency responders as appropriate to the circumstances in adherence with UA’s Policies and Procedures on handling emergency situations.

11.

Process prescriber communications via automated and manual fax system. For Provider communications that involve a specific change in therapy, the Provider is asked to notify UA of approved recommendations. UA will maintain a record of recommendations received by Providers that are made outside of the Company’s application.

12.

Maintain documentation within the Company’s application of all attempts to contact Members, information obtained during telephone-based assessments, recommendations made to Members and prescribers, and all other information required for reporting to the Company.

13.

Provide Company any specific Member level documentation requested for audit purposes.

14.

Operate under specific requirements outlined by the Company including but not limited to:

a.

Complete CMR verbal offers within sixty (60) days of qualification when appropriate.

b.

Complete Satisfaction Surveys after a CMR when appropriate.

c.

Document and maintain a feedback log to include Member and Provider feedback.

d.

Document and maintain a success story log for each program when appropriate.

15.

Invoice Company monthly based on fee schedule included in this Exhibit.

16.

Definitions:

a.

“Member” means: Individuals that have been identified by the Company and/or its clients for MTM services to be provided by UA.

b.

“Provider” means: Medical professionals that have been identified by the Company and/or their clients for Members including but not limited to physicians, nurses, and physician assistants.

c.

“Program” means: Specific and customized clinical services delivered by UA for the Company and its clients as defined in this Agreement. Reference in this Agreement to “Programs” shall mean and include all related clinical programs.

1.

Collaborate with the Company to ensure the Members identified as qualified Members do in fact meet qualification criteria at least annually and at each initiation of any program.

2.

Collaborate with the Company to ensure the business rules developed by the Company are operating as intended at least annually and at each initiation of any program.

3.

When needed, collaborate with the Company to review the conversions table developed by the Company at least annually and at each initiation of any program including but not limited to:

a.

Clinical appropriateness

b.

Consistency

c.

Appropriate Provider and Member language

4.

When needed, collaborate with the Company to review materials developed by the Company including but not limited to:

a.

Member letters – qualification letters, CMR letters, summary MAP letters, etc.

b.

Provider faxes

c.

Reports

5.

When needed, collaborate with the Company in testing the any appropriate software developed by the Company when appropriate.

6.

Maintain policies and procedures and provide reports to ensure that the quality and quantity of the Services provided meet the standards, as mutually agreed upon by both parties. Such policies and procedures shall be made available to the Company upon request.

7.

Maintain policies and procedures to ensure compliance with Federal and State law, along with other applicable governmental agencies. Such policies and procedures shall be made available to the Company upon request.

8.

Collaborate with the Company to revise policies and procedures to meet each other’s standards and specifications.

2.

For any new or potential sites in which the Company’s proprietary software will be used for MTM purposes, the UA shall implement and maintain a training program, including but not limited to:

a.

Overview and description of Member services

b.

Appropriate compliance and regulatory training

c.

Software and systems training

d.

Clinical training

e.

Quality assurance training

i.

Member communication observations

ii.

System user error

iii.

Appropriate documentation

f.

MTM content and informational training

g.

Appropriate follow up training

1.

Develop and maintain a clinical based program to meet the expectations set forth by the Company and its clients.

2.

Collaborate with the Company in the development, review, and the maintenance of all clinical aspects for MTM and related clinical programs serviced by the UA.

3.

Review all clinical call scripts at least annually and at each program initiation.

4.

Participate in the development and maintenance of the clinical business rules that are applied in the programs serviced by the UA.

5.

Develop and maintain any documentation of new drug updates that may impact the clinical business rules for the Company.

6.

Develop and maintain any documentation of the clinical rationale and level of evidence to support the clinical business rules.

7.

Be provided the right of first option in the development of Member and Provider communication materials, including but not limited to follow up letters to Members from CMRs and Provider faxes.

8.

Be provided the right of first option to prepare informational literature to Provider, clients or patient groups.

9.

Provide technical assistance for any clinical support and guidance for the Company when appropriate.

10.

Work with the Company to correct and resolve any material identified errors.

1.

Provide, support, manage, and maintain the core services required to support the MTM Program located at UA. The core services include:

a.

DNS

b.

DHCP

c.

VLAN

d.

Firewalling

e.

System deployment

f.

Active Directory

g.

Networking

h.

Email

i.

Emergency response

j.

Lync for IM

2.

Provide, support, manage, and maintain the computing hardware utilized by the MTM program. The support includes:

b.

Remote connectivity

c.

Application deployment

d.

System updates

e.

Application updates

f.

Anti-Virus

g.

System remediation

h.

Centralized printing

i.

Network scanning

j.

Desktop faxing

k.

Encrypted File Storage/Sharing

l.

GPO system policy compliance

m.

Encrypted desktop drives

n.

Backup of MTM Group data on Encrypted File Storage

3.

Consult with the Company as needed to identify, implement, and comply with new technological requirements, capacities, and needs.

4.

Provide appropriate staffing levels for the support of the MTM program users and computing environment.

5.

Ensure that the computing infrastructure is maintained and refreshed as appropriate to ensure continuity of service.

6.

Ensure secure network connectivity with the Company to allow Company personnel to continue accessing existing hardware. When Company equipment is no longer on UA property, the secure connectivity will be revisited to ensure the MTM program users have access to Company resources.

7.

Implement approved technologies and policies to ensure secure and reliable computing environment.

8.

Provide a stable environment for the existing hardware owned by the Company until the Company can establish a permanent location for existing hardware.

a.

Ensure backup generator and UPS equipment is maintained and tested at regular intervals.

b.

Provide access during business hours and, in emergencies off hours to authorized Company staff and equipment vendors to make enhancements or repair/maintain equipment as necessary.

A.

Business Associate provides certain services to various third-party healthcare providers known as covered entities (collectively “Covered Entities” or singularly, “Covered Entity” as listed in Exhibit A of the Services Agreement) pursuant to separate service agreements between Business Associate and each Covered Entity (collectively, the “Underlying Agreements”).

B.

Pursuant to the Underlying Agreements. Each Covered Entity will make available and/or disclose to Business Associate certain individually identifiable Protected Health Information (“PHI”) relating to patients of Covered Entity that is subject to protection under HIPAA, which Business Associate will use or disclose only in accordance with a separately required business associate agreement (“Additional BAA”).

C.

Business Associate affirms it has executed an Additional BAA with each applicable Covered Entity.

D.

Pursuant to the Services Agreement, Subcontractor shall provide services to Business Associate in order for Business Associate to perform its responsibilities and obligations to the Covered Entities under each Underlying Agreement and Additional BAA. Subcontractor is a “business associate” of Business Associate as defined in 45 CFR 160.103.

E.

In addition, pursuant to the Services Agreement, Business Associate will make available and/or disclose to Subcontractor certain PHI that is subject to protection under HIPAA.

F.

Business Associate and Subcontractor wish to comply in all respects with the requirements of HIPAA.

(a)

Permitted Uses. Subcontractor will use or disclose PHI received from Business Associate or Covered Entity only for those purposes necessary to perform Services, or as otherwise expressly permitted in this BAA, provided that such use or disclosure would not violate HIPAA except for the specific uses and disclosures set forth below.

(b)

Proper Management and Administration. Except as otherwise expressly limited in this BAA or the Services Agreement, Subcontractor may use PHI for the proper management and administration of the Subcontractor or to carry out the legal responsibilities of the Subcontractor.

(c)

Data Aggregation. Subcontractor may use PHI to perform data aggregation services as permitted by 45 CFR § 164.504(e)(2(i)(B).

(d)

Use by or Disclosure to Subcontractor or Agent. Subcontractor agrees that if it provides PHI to a subcontractor or agent to perform Services for the Business Associate or Covered Entity, Subcontractor will first enter into a written agreement with such subcontractor or agent that contains the same terms, conditions, and restrictions on the use and disclosure of PHI as contained in this BAA in accordance with 45 CFR § 164.502(e)(1)(ii). If Subcontractor becomes aware of a pattern or practice of activity of a subcontractor or agent that would constitute a material breach or violation of the written agreement between Subcontractor and such subcontractor or agent, Subcontractor shall take reasonable steps to cure such breach or terminate such written agreement with such subcontractor or agent.

(e)

Whistleblower. Subcontractor may disclose PHI as a whistleblower provided that Subcontractor or its workforce member acts in good faith and disclosure is to a health oversight agency, public health authority authorized by law to investigate or otherwise oversee the relevant conduct of Business Associate or a Covered Entity, appropriate health care accreditation organization, or attorney retained by Subcontractor or its workforce member and any such disclosure is in accordance with the standard and requirements of 45 CFR § 164.502(j)(1).

(a)

Safeguards. Subcontractor shall use appropriate safeguards, including without limitation, administrative, physical and technical safeguards, to prevent the use or disclosure of the PHI other than as provided for by this BAA and to reasonably and appropriately employ the same standards as required by law to, protect the confidentiality, integrity and availability of any electronic protected health information (“e-PHI”) that it may receive, maintain or transmit on behalf of the Business Associate or Covered Entity.

(b)

Reporting. Subcontractor shall report to Business Associate and/or Covered Entity within fifteen (15) business days any use or disclosure of PHI not provided for by this BAA of which it becomes aware, including breaches of unsecured PHI as required by 45 CFR § 164.410, and any security incident of which it becomes aware.

(c)

Mitigation. Subcontractor shall mitigate or cure, to the extent practicable, any harmful effect that is known to Subcontractor of a use or disclosure of PHI by Subcontractor in violation of the requirements of this BAA.

(d)

Request for Access to PHI. Within fifteen (15) business days of a request by Business Associate or Covered Entity for access to PHI, Subcontractor shall make requested PHI available to Business Associate or Covered Entity as required under 45 CFR §164.524.

(e)

Request for Access to PHI by Individual. If Subcontractor receives a request from an individual or an individual’s designee for PHI, Subcontractor shall forward any such request to Business Associate and/or Covered Entity within twenty (20) business days and will coordinate any responsive communication to the request consistent with the direction of Business Associate and/or Covered Entity.

(f)

Amending PHI. Subcontractor shall make any amendment(s) to PHI in a Designated Record Set (as defined in 45 CFR §164.501) as the Business Associate or the Covered Entity may direct or agree to pursuant to 45 CFR §I 64.526 based upon a written request made by a Covered Entity or an individual. If Subcontractor receives a request from an individual or a individual’s designee to amend PHI in a Designated Record Set, Subcontractor will forward any such request to Business Associate and Covered Entity within twenty (20) business days and will coordinate any responsive communication to the requested amendment consistent with the direction of Covered Entity.

(g)

Internal Practices, Books and Records. Subcontractor shall make its internal practices, books and records relating to the use or disclosure of PHI available to the Secretary of the Department of Health and Human Services (the “Secretary”) in a time and manner designated by the Secretary for purposes of the Secretary determining compliance with HIPAA. Notwithstanding this provision, no attorney-client, accountant-client or other legal privilege will be deemed waived by Subcontractor or Business Associate as a result of this Section.

(h)

Accounting of PHI Disclosure.

(i)

Subcontractor shall document and keep a record of any disclosure of PHI and information related to such disclosures as would be required for Covered Entity to respond to a request by an individual for an accounting of disclosures of PHI in accordance 45 CFR § 164.528.

(ii)

Subcontractor shall provide Business Associate, an applicable Covered Entity or an individual with information collected in accordance with subparagraph (i) of this Section to permit Business Associate and such Covered Entity to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 CFR §164.528.

(iii)

Subcontractor shall maintain this disclosure record for six (6) years from the termination of this BAA.

(i)

Notifications Regarding Breaches of Unsecured PHI.

(i)

If Subcontractor discovers a breach of unsecured PHI, Subcontractor shall notify Business Associate and/or Covered Entity in writing of such breach within twenty (20) business days in accordance with 45 CFR §§ 164.410 and 164.412.

(ii)

Subcontractor shall establish reasonable systems to detect breaches of unsecured PHI and to provide appropriate training to its workforce members regarding Subcontractor’s policies and procedures pertaining to use and disclosure of PHI and the detection and reporting of breaches of unsecured PHI.

(a)

Each party represents and certifies that it has obtained, and will obtain, from individuals, consents, authorizations and other permissions necessary or required by all applicable laws applicable to Business Associate and Covered Entity for Subcontractor, Business Associate and Covered Entity to fulfill the obligations of the Services Agreement, the Underlying Agreements, and this BAA.

(b)

Business Associate shall promptly notify Subcontractor in writing of any changes in, or revocation of, permission by an individual to use or disclose such individual’s PHI, to the extent that such changes may reasonably affect Subcontractor’s use or disclosure of such PHI.

(c)

Business Associate shall promptly notify Subcontractor in writing of any restrictions on the use or disclosure of an individual’s PHI that Business Associate or Covered Entity has agreed to, or is required to, abide by under 45 CFR § 164.522, to the extent that such restriction may reasonably affect Subcontractor’s use or disclosure of PHI.

(d)

Business Associate shall promptly notify Subcontractor of any limitations in the form or notice of privacy practices that Business Associate or Covered Entity provides to individuals pursuant to 45 CFR 164.520, to the extent that such limitation may affect Subcontractor’s use or disclosure of PHI.

(a)

Term. This BAA is effective as of the date of execution of the Services Agreement and shall terminate on the earlier date of either the (i) termination of the Services Agreement, or (ii) termination of this BAA in accordance with paragraph (b) of this Section.

(b)

Termination for Cause. Without limiting the rights of the parties elsewhere set forth in this BAA or Services Agreement or available under applicable law, if either party breaches its material obligations under this BAA, then the breaching party shall promptly take reasonable steps to cure the violation as may be mutually agreed upon with the non-breaching party to maintain compliance with this BAA and the non-breaching party shall retain the right to report the violation to the Secretary of the Department of Health and Human Services. The breaching party shall have thirty (30) days to cure the violation, if curable. If the breaching party has not cured the breach within thirty (30) days to the reasonable satisfaction of the non-breaching party, or if the cure of a breach is not reasonably possible, the non-breaching party may immediately terminate this BAA.

(c)

Effect of Termination. The term of this BAA is effective as of the date specified in 5(a). Upon termination, cancellation, expiration or other conclusion of the BAA, Subcontractor will limit its further Use or Disclosure of that PHI to those purposes that make return or destruction of that PHI infeasible. The parties agree that records retention requirements make return or destruction of the PHI infeasible. Subcontractor will continue to protect the security of any PHI that is maintained pursuant to the security provisions of this BAA for so long as the PHI is maintained.

(a)

Compliance with and Changes to Laws. The parties are required to comply with applicable federal and state laws. If HIPAA and/or HITECH are amended, or if new laws and/or regulations affecting the terms of this BAA are required, the parties shall engage in good faith negotiations to amend the terms of this BAA in accordance with the new amendments, laws and/or regulations. If the parties are unable to agree on such modifications following a reasonable period of good faith negotiations, then any party that would become noncompliant in the absence of such modifications shall have the right to terminate this BAA and the provisions of Section 5(c) shall then apply.

(b)

Interpretation. Any ambiguity in this BAA shall be resolved to permit compliance by the parties with HIPAA and HITECH.

(c)

No Third Party Beneficiaries. Nothing in this BAA will confer upon any person other than the parties and their respective successors or assigns, any rights, remedies, obligations, or liabilities whatsoever.

(d)

Governing Law. This BAA shall be governed by, and construed in accordance with, the laws of the State of Arizona.

(e)

Notices. Any notice required or permitted under this BAA shall be given in writing to:

(f)

Entire Agreement. This BAA constitutes the entire agreement between the parties with regard to HIPAA and its Privacy Standards and Security Standards. There are no understandings or agreements relating to this BAA that are not fully expressed in this BAA and no change, waiver or discharge of obligations arising under this BAA will be valid unless in writing and executed by the party against whom such change, waiver or discharge is sought to be enforced.

(g)

Incorporation into Services Agreement. This BAA shall be considered an attachment to the Services Agreement and incorporated as though fully set forth within the Services Agreement. This BAA will govern in the event of conflict or inconsistency with any provision of the Services Agreement.

(h)

Counterparts. This BAA may be executed in two or more counterparts, each of which shall be deemed an original and when taken together shall constitute one agreement.

(i)

Facsimile and Electronic Signatures. Facsimile and electronic signatures shall be deemed to be original signatures for all purposes of this BAA.