License of Future Wound Care Applications. Except as specifically set forth in this [[Section IV, PBI]I]] may continue and grow its Non Wound Care Business. PBI’s Non Wound Care Business may in the future yield therapies, products, or Intellectual Property Rights suitable for Wound Care applications (“Future Wound Care Applications”). If a Future Wound Care

Wound Care Sales. By letter to HLTT dated ​, the CEO of PTG identified certain “Specified Accounts”. During the Term of this Agreement, PBI shall market and sell Wound Care products only to Specified Accounts, and PBI shall direct the Specified Accounts to make payment for such products to an account owned by HWC. PBI will also fill orders for Wound Care products as requested by HWC, with payment directed to an account owned by HWC. HWC shall reimburse PBI on a semi-monthly basis for its direct costs in selling product to Specified Accounts and filling orders for HWC. The parties will meet on a bi-monthly basis to review the measurement of direct costs.

“Non Wound Care Business” shall mean all present and future business activities of Seller other than Wound Care Business.

PBI License. HWC hereby grants to PBI a royalty-free, paid-up, non-transferrable or sub-licensable except to an Affiliate, perpetual (except as set forth in the final sentence of this Section) license, to use the Transferred Assets, including the Transferred Intellectual Property Rights, for the purpose of conducting PBI’s Wound Care Business and Non-Wound Care Business; provided, however, that PBI’s conducting Non-Wound Care Business does not interfere in any material way with the conduct of the Wound Care Business by PBI and HWC. For purpose of this agreement, “Affiliate” shall mean any entity that is under control of, that

Intellectual Property. To Seller’s knowledge, Seller either # exclusively owns, free and clear of all encumbrances, all right, title and interest in and to all Wound Care Intellectual Property Rights or # has a valid license, pursuant to a written license agreement, in and to all Wound Care Intellectual Property Rights of a third person used or held for use in the operation of the Wound Care Business. The Seller has enforceable agreements with each of its skilled employees providing that any developments by the employee while in the Seller’s employ was work made for hire, whose right of use is owned by the Seller. The Seller has not received a notice (written or otherwise) that any of the Wound Care Intellectual Property Rights has expired, terminated, been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. The Seller has not received a written notice of a claim or otherwise has any knowledge that any of the Wound Care Intellectual Property Rights violate or infringe upon the rights of any third party, except as could not have or reasonably be expected to not have a material adverse effect on the Wound Care Business. To the knowledge of the Seller, all such Wound Care Intellectual Property Rights are enforceable and there is no existing infringement by any third party of any of the Wound Care Intellectual Property Rights. The Seller has taken reasonable security measures to protect the secrecy, confidentiality, and value of all of its Wound Care Intellectual Property Rights, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Wound Care Business.

Appointment and Authority of Manager. Provider appoints and engages Manager as Provider’s sole and exclusive agent for the management and administration of the business functions and business affairs of Provider Headquarters and the Wound Care Business, and Manager accepts such appointment and engagement. Provider delegates, grants and conveys to Manager sole responsibility and commensurate authority to provide Management Services for Provider Headquarters and the Wound Care Business. Provider expressly authorizes Manager to provide the Management Services in any reasonable manner Manager deems appropriate to meet the day-to-day requirements of the business functions of Provider while also promoting the best interests of Provider. For the avoidance of doubt, nothing in this Agreement, however, shall be interpreted to authorize Manager to sell, license or otherwise transfer any interest in any assets of the Non Wound Care Business, including any technology, therapies, or other Intellectual Property Rights of the Non Wound Care Business.

Appointment and Authority of PTG. Provider appoints and engages PTG as Provider’s sole and exclusive agent for the management and administration of the business functions and business affairs of the Non Wound Care Business, and PTG accepts such appointment and engagement. Among other undertakings, PTG assumes responsibility for payment of all Non Wound Care Business Expenses when due, and Provider and Manager shall allocate to the account of the Non Wound Care Business and promptly pay over to its bank any and all revenue realized by reason of the operations of the Non Wound Care Business. In the event of any conflict between policies or practices adopted for Provider by Provider Headquarters and policies or practices adopted by the Non Wound Care Business, Manager and PTG will negotiate in good faith a compromise that will serve the interests of each. Failing accomplishment of a compromise after a thirty day period of negotiations, the policy or practice of Provider Headquarters shall govern. PTG shall be entitled to transfer any and all Non Wound Care Assets or Non Wound Care Business to itself, an affiliate, or any third party, subject only to [Section IV] of the Operations Agreement among PTG, Provider, ​, and Healthech Wound Care, Inc.

Pursuant to the terms and conditions of the Asset Purchase Agreement, PBI has sold its Wound Care Assets to HWC. The Parties desire, however, that PBI retain the capacity to engage in the Wound Care Business.

Transfers. PTG may at any time transfer some or all Non Wound Care Business and Non Wound Care Assets from PBI to PTG or to another subsidiary or affiliate of PTG. If HLTT or HWC acquires ownership of PBI, PTG shall transfer all Non Wound Care Business and Non Wound Care Assets from PBI to PTG or to another subsidiary or affiliate of PTG on or before January 31, 2025. In each of the foregoing cases, the transfer of assets shall be accompanied by any debt specifically attributable to such assets, such as purchase money debt or debt underlying secured liens. The rights and obligations of Sections 4.1 and 4.3 shall continue notwithstanding a transfer pursuant to this Section 4.2.

“Wound Care” shall have the meaning set forth in the Asset Purchase Agreement.