Ventripoint Diagnostics Ltd. — Regulatory Filings 2021

Sep 28, 2021

GE HEALTHCARE DEVELOPER LICENSE AGREEMENT

THIS DEVELOPER LICENSE AGREEMENT (the “Agreement”) is dated March 3, 2021 (the “Effective Date”) is entered into by and between GEHC Precision Care LLC, a GE Healthcare business (“GEHC”), and Ventripoint Diagnostics Ltd. a corporation, organized under the laws of Canada, having its principal office and place of business at 605 - 2 Sheppard Ave. East, Toronto, ON, M2N 5Y7 (“Developer”). GEHC and the Developer are sometimes individually referred to as a "Party" and collectively referred to as the "Parties."

1. Background.

Recitals

Terms of License Grant

5. Limitations.

(a) The Developer accepts full responsibility for complying with federal, state and local laws, rules and regulations concerning use of personal, privileged or confidential third-party information consisting of or derived from input into or output from the GEHC Software and for complying with federal, state and local laws, rules and regulations pertaining to privacy, business practices and taxation. GEHC and the Developer agree that no exchange of protected health information, as defined under 42 U.S.C. §1171 et. seq. enacted by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and any regulations and official guidance promulgated thereunder, will occur exchanged under this Agreement.

2. Definitions.

Defined terms -->

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(c) GEHC Software means all API definitions, libraries, documentation, source code, test tools and test data made available to the Developer by GEHC.

1. Development of Application and Future Commercial Releases.

Responsibilities of Developer -->

1. License Grant.

Restrictions on License Grant

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1. Intellectual Property. As between the Developer and GEHC, the parties acknowledge and agree that GEHC owns all right, title and interest in and to the GEHC Software (including any copyrights therein) and any alterations, changes, corrections, enhancements, modifications and revisions thereto. Developer hereby assigns all such any alterations, changes, corrections, enhancements, modifications and revisions and intellectual property rights thereto to GEHC.

2. Confidentiality. The GEHC Software embodies the trade secrets and confidential and proprietary information of GEHC. Developer acknowledges that it and its third party contractors (if any) will have access to or be directly or indirectly exposed to Confidential Information (as defined below). Except as may be required to comply with any valid legal requirement or any requirement under this Agreement, Developer covenants and agrees that it shall not use or disclose such Confidential Information without the express consent of GEHC. Developer shall take reasonable measures and efforts to provide for the security and protection for the Confidential Information, including measures at least as strict as those the Developer uses to protect its own Confidential Information. As used herein, the term “Confidential Information” means relating to a GEHC’s technical, marketing, product, and business affairs, including the GEHC Software, and other proprietary and trade secret information, whether oral, graphic, written electronic or in machine readable form, and includes all computer programs, all proposals, plans, programs, analyses, compilation, forecasts, studies or other documents disclosed by GEHC, including the terms of this Agreement. Confidential Information does not include information which: (a) was known to the Developer or was publicly available before disclosure; (b) becomes publicly available after disclosure, other than through a breach of this Agreement by the Developer; or (c) was lawfully received from a third party under no duty or obligation of confidentiality to GEHC; or (d) was independently developed by or on behalf of the Developer without reference to the Confidential Information. Upon termination or other expiration of this Agreement, all Confidential Information disclosed by GEHC to Developer will be returned to GEHC or, upon the request of GEHC, will be promptly destroyed and certified as destroyed Developer.

3. Disclaimer of Warranties.

4. Disclaimer of Damages. GEHC SHALL NOT BE LIABLE TO THE DEVELOPER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS AND LOST BUSINESS), ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF ONE PARTY TO THE OTHER FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO AN AMOUNT EQUAL TO $500,000.00. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE.

5. Indemnification.

Indemnity of GEHC

1. Term and Termination.

Termination provisions

Warranty disclaimers

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1. Feedback.

remainder of this Agreement, it being the intent and the agreement of the Parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable.

Assignment of feedback

13. Miscellaneous.

(a) Entire Agreement. This Agreement embodies the entire agreement and understanding of the Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings relating thereto.

(b) Force Majeure. No Party shall be liable for any default or delay in the performance of its obligations (other than payment obligations, if any) under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by any acts or omissions of any government or governmental authority, declarations of government, war, natural disaster, fire, work stoppage, embargo, civil disturbances, regulations, decrees, explosions, acts of a public enemy, acts of terrorism, riot, sabotage, labor disputes, power failure, delays in transportation or deliveries of supplies or materials, inability to secure materials, products, communications, or transportation facilities, acts or omissions of carriers, laws, court orders, acts of God, or telecommunication failure.

(c) Severability. If any provision of this Agreement or the application of any such provision to any Party or circumstance, shall be declared judicially to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding the

(d) Amendment; Waiver. Except as expressly provided herein, this Agreement may not be amended in whole or in part, except by a writing executed by the Parties hereto. No waiver of any of the provisions or conditions of this Agreement or any of the rights of a Party hereto shall be effective or binding unless such waiver shall be in writing and signed by the Party claimed to have given or consented thereto.

(e) Assignment. Except as expressly provided herein, neither this Agreement, nor any rights or obligations hereunder may be assigned by either party without prior written consent of the other party.

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Assignment of provisions <--

Any attempted assignment, assumption or other transfer of this Agreement or any portion hereof in violation of the foregoing shall be void ab initio.

(f) Governing Law. The rights and obligations under this Agreement shall be governed by the law for the State of New York.

(g) Survival. The provisions of Sections 3, 5(d), 5-13 shall survive the termination of this Agreement for any reason.

IN WITNESS WHEREOF , each of the parties hereto has caused this Agreement to be executed as of the date first above written.

DEVELOPER

GEHC PRECISION CARE LLC

"George Adams"

Authorized Representative

"Steve Kanovsky" Authorized Representative

3/3/2021

Date

3/4/2021

Date

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