EXCLUSIVE COLLABORATION AND DISTRIBUTION AGREEMENT

THIS EXCLUSIVE COLLABORATION AND DISTRIBUTION AGREEMEN T (“Agreement”) is made as of this 17 ^th day of June, 2005 (“Effective Date”), by and between InforMedix, Inc., a Delaware corporation with offices at Georgetowne Office Park, 5880 Hubbard Drive, Rockville, MD 20852 (“Vendor”), and invivodata, Inc., a Delaware corporation with offices at 2100 Wharton Street, Suite 505, Pittsburgh, PA 15203 (“Distributor”).

WHEREAS , Vendor has developed an electronic device and backend software application (the “Med-eMonitor ^TM System”) providing for the storage and dispensing of medication, and the collection and monitoring of medication compliance and patient outcomes data and is desirous of utilizing Distributor’s distribution channels; and possesses certain Intellectual Property; and

WHEREAS , Distributor is established in the field of electronic patient recorded outcomes for clinical trials (“ePRO”) and is desirous of obtaining the right to market and distribute Vendor’s products, as set forth below; and

WHEREAS , each of the parties wish to collaborate in their efforts to develop and implement a marketing and sales program for the Med-Monitor System;

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

1.   DEFINITIONS . For purposes of this Agreement, the following terms shall have the meanings set forth below:

Agreement shall mean this agreement plus all Exhibits.

Alliance shall mean the promises, obligations and duties performed by both Vendor and Distributor pursuant to the terms of this Agreement.

Confidential Information shall have the meaning set forth in Section 6.1 herein.

Customers shall mean those purchasers of the Products described in Exhibit A .

Distributor   shall mean invivodata, Inc.

Effective Date shall be the date of the Agreement as set forth in the Introduction.

eDiary Companies shall mean those companies competing with Distributor in the ePRO Market during the term of this Agreement.

ePRO shall be an acronym which refers to the words “electronic patient reported outcomes” as those words are commonly used in describing the collection of data by patients enrolled in clinical trials sponsored by pharmaceutical companies.

Intellectual Property shall have the meaning set forth in Section 5.5 herein.

Market shall mean the market for electronic patient reported outcomes (“ePRO”) devices and services for the clinical drug trials industry, including Clinical Drug Trials Phases I through IV.

Marks shall have the meaning set forth in Section 5.1 herein.

Master Equipment Lease Agreement shall mean an agreement between Distributor and Vendor for the lease of Med-eMonitor ^TM Device units as set forth in Exhibit F .

Master License and Services Agreement shall mean an agreement describing the terms upon which Distributor will obtain and Vendor will provide certain services to Distributor and / or its Customers in connection with the deployment, implementation, customization and support of the Med-eMonitor System as set forth in Exhibit G .

Med-eMonitor ^TM Device   shall mean the patented device invented and manufactured by Vendor and used by patients, that physically contains, organizes, and monitors medication. The device includes a handheld device and a cradle. The handheld device contains an LCD screen, a variety of buttons, and medication storage. The cradle contains a communications modem, and battery charging capability.

Med-eMonitor ^TM Firmware   shall mean the software embedded in the Med-eMonitor ^TM Device that operates the device, and provides for communications linkage with the Med-eXpert database.

Med-eMonitor ^TM System   shall mean the combination of hardware and software comprising the Med-eMonitor ^TM Device, Med-eMonitor ^TM Firmware, Med-eXpert ^TM Backend Software, and Med-eXpert ^TM Database providing for the storage and dispensing of medication, and the collection and monitoring of medication compliance and patient outcomes data;

Med-eXpert ^TM Backend Software   shall mean the software that provides for a real-time protocol design tool that programs the Med-eMonitor devices with the ePRO protocols, and that enables analysis and reporting of data captured by the Med-eMonitor ^TM Device.

Med-eXpert ^TM Backend System   shall have the same meaning as the Med-eXpert ^TM Backend Software.

Med-eXpert ^TM Database   shall mean the database which stores all data captured by the Med-eMonitor ^TM Device and/or any other device with is operated by the Med-eXpert ^TM Backend Software.

Products   shall mean those products or services to be leased, licensed or sold by Vendor to Distributor for distribution hereunder as such products, including upgrades and enhancements, as described in Exhibit A attached hereto, and as may be amended upon the mutual agreement of the parties.

Purchase. The term purchase shall refer to any procurement of Vendor Products or Services through the execution of a either the Master Equipment Lease Agreement as set forth in Exhibit F, or Master License and Services Agreement as set forth in Exhibit G .

Services shall mean those services to be performed by Vendor to Distributor as described in Exhibit A attached hereto, as may be amended upon mutual agreement of the parties.

Solutions shall mean any value creation opportunity that may satisfy a business need of Customers resulting from some application of the Med-eMonitor ^TM System.

Taxes shall have the meaning set forth in Section 3.2 herein.

Term   shall have the meaning set forth in Section 9.1 herein.

Vendor   shall mean InforMedix, Inc.

Work Statement shall have the meaning set forth in the Master License and Services Agreement attached to this Agreement as Exhibit G .

2.   APPOINTMENT; EXCLUSIVITY; COLLABORATION ON MARKETING AND SALES; OBLIGATIONS OF THE PARTIES .

2.1   Appointment .

(a)   Subject to the terms and conditions contained herein, Vendor hereby appoints Distributor to be the exclusive and sole worldwide distributor among competitive eDiary Companies of the Products and Services described in Exhibit A within the Market. For purposes of this Agreement, “exclusive and sole worldwide distributor” means that Vendor shall not appoint any other eDiary Company as distributor with express or implied authority to sell goods or establish locations anywhere in the world with respect to the Market during the Term of this Agreement; provided , however , that nothing set forth herein shall preclude Vendor from (i) directly servicing Customers in the Market, (ii) directly marketing the Products in the Market, or (iii) directly making sales into or within the Market, provided that none of Vendor’s direct sales within the Market shall be to Customers introduced to Vendor by Distributor during the term of this Agreement.

(b)   Vendor shall not knowingly sell Products to a third party eDiary company who intends to market or sell Products within the Market.

2.2   INTENTIONALLY LEFT BLANK

2.3   Collaboration on Business Planning, Marketing and Sales .

(a)   Distributor and Vendor shall co-develop a strategic plan which describes in detail the Alliance strategy for marketing, distributing, servicing and supporting the Products in the Market during the Term of this Agreement. The Strategic Plan shall be reviewed and updated by the parties as necessary on a regular basis. Distributor and Vendor each represents and warrants that it shall use its commercially reasonable efforts to take the actions and achieve the goals set forth in the Strategic Plan.

(b)   Distributor and Vendor agree to work in good faith to continuously and periodically update such Strategic Plan to assure that it is relevant to current market conditions.

(c)   Distributor and Vendor will work with each other’s marketing representatives to present the Alliance in sales materials, trade shows and on the companies’ respective websites.

(d)    Distributor and Vendor agree to issue a press release to the satisfaction of both parties within two business days of the effective date of this Agreement, or within a time period mutually agreed to by the parties, to announce the formation of the Alliance. Distributor and Vendor shall work together in good faith to issue timely press releases to the satisfaction of both parties about significant achievements of the Alliance on an ongoing basis.

(e)    Distributor and Vendor shall identify public speaking and publication opportunities to present at trade shows and industry conferences to promote their common interests.

2.4   Obligations and Representations of Distributor .

(a)   Distributor represents that it has full power and authority to enter into this Agreement and perform the obligations hereunder without violating any agreement with any third party, or any law or regulation and that the person signing this Agreement on behalf of it has been duly authorized and empowered to execute this Agreement. Distributor acknowledges that it has read this Agreement, understands it, has had the opportunity to seek legal advice and agrees to be bound by its terms.

(b)   Distributor represents and covenants that it shall market the Products within the Market as an integral part of Distributor’s product line, worldwide.

(c)   Distributor represents and covenants that it shall perform all obligations under this Agreement in a commercially reasonable manner.

(d)   Distributor shall use all appropriate Distributor marketing tools to promote the Products with equal prominence to all other Distributor Products.

(e)   Distributor shall deliver marketing materials describing the Products that contain text, graphics, and format mutually agreed by both parties. Distributor shall not undertake or permit removal or alteration of any patent numbers, trade names, trademarks, notices, nameplates or serial numbers affixed to the Products and documentation, without Vendor’s prior written consent.

(f)   Distributor shall use its commercially reasonable efforts in promoting, marketing, supporting and servicing the Products within the Market, and in fulfilling its other obligations in this Agreement.

(g)   Distributor shall not knowingly sell, transfer or otherwise provide any Products to persons or entities that are competing with or developing products to compete with Vendor.

(h)   Distributor shall act in good faith in all its dealings with Vendor and Customers.

(i)   Distributor shall not enter any agreement with Customers that conflicts with any term or condition of this Agreement.

(j)   Distributor shall comply with the terms of this Agreement, including all policies, terms, conditions and Vendor policies attached hereto.

(k)   Distributor shall not, while this Agreement is in force, commence manufacture of any spare parts usable for service and maintenance of the Products nor shall Distributor modify any hardware or software with respect to the Products. Vendor’s warranties shall not apply to non-Vendor modifications to the Products .

(l)   Distributor agrees, to the best of its knowledge, to comply with all United States or Foreign laws or regulations, as they may exist from time to time, regarding export licenses or the control or regulations of exportation or re-exportation of products or technical data sold or supplied to Distributor.

(m)   Distributor shall pay for the replacement of any Product or demo device lost during the sales process.

(n)   Distributor shall maintain adequate records regarding sales.

(o)     Confidential Obligations and Representation of Distributor. In addition, Distributor represents and agrees to be bound by the specified confidential obligations and representations set forth in Exhibit I .

2.5   Obligations and Representations of Vendor .

(a)   Vendor shall act in good faith in all its dealings with Distributor and Customers.

(b)   Vendor agrees to comply with all United States or Foreign laws or regulations, as they may exist from time to time, regarding export licenses or the control or regulations of exportation or re-exportation of products or techn