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.

“Wound Care Business” shall mean and refer to the business, operations, management, finances, research and development, marketing, sales, and commercialization related to Wound Care”.

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 Products” shall mean Wound Care products and other deliverables marketed by Provider.

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

“Wound Care Assets” shall mean and refer to all assets existing on the Closing Date and relating to Wound Care as of the Closing Date.

“Wound Care Intellectual Property Rights” shall mean and refer to all Intellectual Property Rights currently used by Seller in connection with its Wound Care Business.

“Non Wound Care Business Expenses” shall mean those costs and expenses incurred as a result of the maintenance and operations of the Non Wound Care Business.

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

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 controls, or is under common control with PBI. The license granted in this [Section 1.1], as it relates to Non Wound Care Business, shall continue in full force even after a transfer by HWC of the Transferred Assets, or any part of them, to a third party. The license in this [Section 1.1] of Transferred Assets other than Transferred Intellectual Property Rights shall terminate upon the purchase of PBI by either HLTT or HWC.