AUTHORIZED END USER LICENSE AGREEMENT

Mallinckrodt, LLC and/or one or more of its affiliates ("Mallinckrodt") owns the Mallinckrodt Image & Media Manager (the "Licensed Content Database") which is accessible via the website located at mpbranding.com (the "Licensor Website") and which contains digital media content that is owned by and proprietary to Mallinckrodt (the "Licensed Content"). Mallinckrodt provides to distributors and media users who are registered with and establish an account with Mallinckrodt at the Licensor Website and accept this Authorized End User License Agreement (the "Agreement") ("Authorized End Users") the right to access the Licensed Content Database via the Licensor Website and the right to download and use the Licensed Content pursuant to this Authorized End User License Agreement (the "Agreement"). The right to access the Licensed Content Database via the Licensor Website and the right to download and use the Licensed Content is subject to acceptance of this Agreement by an Authorized End User and the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in exchange for the mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. CONTENT. The Licensed Content (including, without limitation, all trademarks, trade names, inventions, works of authorship, trade secrets, photographs, video, graphics, text, design elements and other components and elements thereof) may be accessed and downloaded only following acceptance of this Agreement. The Licensed Content and all trademarks, trade names, inventions, works of authorship, trade secrets, photographs, video, graphics, text, design elements and other components and elements comprising or incorporated into the Licensed Content are owned by Mallinckrodt and are protected by federal, state, local and foreign laws, rules and regulations including, without limitation, copyright law. Any use of the Licensed Content other than as authorized under this Agreement is prohibited.
2. GRANT OF RIGHTS.
• Distributors. If an Authorized End User is a licensed and registered distributor of Mallinckrodt products pursuant to a distribution agreement by and between Mallinckrodt and such Authorized End User that is in full force and effect, Mallinckrodt grants to Authorized End User a limited, non-exclusive, non-transferable, revocable license for Authorized End User's internal purposes within Authorized End User's organization to (the "Distributor License"): (a) access the Licensed Content Database via Mallinckrodt's approved process at the Licensor Website for the purpose of downloading the Licensed Content made available by Mallinckrodt via the Licensed Content Database, and (b) use the Licensed Content downloaded hereunder in connection with Authorized End User's promotion of Mallinckrodt products sold by Authorized End User and in advertising materials promoting Mallinckrodt-supplied products.
• Media Users. If Authorized End User is a registered media user, Mallinckrodt grants to Authorized End User a limited, non-exclusive, non-transferable, revocable license for Authorized End User's internal purposes within Authorized End User's organization to (the "Media License"): (a) access the Licensed Content Database via Mallinckrodt's approved process at the Licensor Website for the purpose of downloading the Licensed Content made available by Mallinckrodt via the Licensed Content Database, (b) use the Licensed Content downloaded hereunder in connection with Authorized End User's preparation of articles, reviews and other media pieces concerning the Mallinckrodt products appearing in the Licensed Content, and (c) use the Licensed Content for creating marketing assets and designing communications concerning the Mallinckrodt products appearing in the Licensed Content.
3. RESTRICTIONS ON USE. Authorized End User shall not market, sell, distribute, sublicense, use, modify, translate, reproduce, dispose of, rent, lease, or authorize or permit use of any portion of the Licensed Content except as expressly permitted in this Agreement. Authorized End User shall not use, or permit the Licensed Content to be used, in a computer service bureau, time-sharing, or interactive cable television arrangement or in a network arrangement. Authorized End User may not cause or permit de-compilation, reverse compilation, reverse engineering, or reverse assembly of all or any portion of the Licensed Content, except as expressly provided by applicable law. Authorized End User may not export or use the Licensed Content in violation of U.S. law, including Department of Commerce export administration regulations, and Authorized End User shall comply in full with all other federal, state, local and foreign laws, rules and regulations in connection with its access to, and use of, the Licensed Content or the use thereof by any employee or agent of Authorized End User. The Licensed Content may be used only in a form and manner approved by Mallinckrodt in its sole discretion, and only in accordance with the terms and conditions of this Agreement. To the extent that the Licensed Content included any trademark, service mark, trade name, or the company name of Mallinckrodt or its licensors (collectively, "Marks"), Authorized End User will use such Marks strictly in accordance with Mallinckrodt's trademark standards, policies and procedures as specified by Mallinckrodt from time to time. Notwithstanding anything to the contrary contained in this Agreement, without Mallinckrodt's prior written consent (which consent may be withheld by Mallinckrodt in its sole discretion), Authorized End User shall not: (i) sell, sublicense, rent, lease or otherwise dispose of any portion of the Licensed Content; (ii) modify the Licensed Content in any form or by any means, in whole or in part, whether digitally or otherwise, except as set forth in this license or as expressly authorized by the Company in writing; (iii) create derivative works from the Licensed Content; (iv) remove any copyright and other proprietary notices contained in the Licensed Content; or (v) use the Licensed Content in any manner that is inconsistent with the terms of this license including, without limitation, in connection with an Internet eCommerce website through which Mallinckrodt-supplied products are or may be purchased, sold, licensed, transferred, conveyed or otherwise disposed of. The right to use the Licensed Content hereunder is limited to employees of Authorized End User and Authorized End User's internal activities. Authorized End User shall reproduce Mallinckrodt's copyright notices and other proprietary notices on all copies of the Licensed Contents, and all copies shall be subject to all terms, conditions, and obligations of this Agreement.
4. OWNERSHIP OF LICENSED PRODUCTS. Authorized End User acknowledges that the Licensed Content, and all copies thereof made by Authorized End User hereunder, are the exclusive property of Mallinckrodt and that title to the above shall at all times remain with Mallinckrodt. Authorized End User further acknowledges that Authorized End User has no rights in the Licensed Content except those expressly granted by this Agreement. Authorized End User shall ensure that the Licensed Content is not used, reproduced, published, or disclosed except as specifically authorized by this Agreement. All rights not expressly granted to Authorized End User under this Agreement are reserved to and retained by Mallinckrodt. Notwithstanding anything contained in this license to the contrary, the Company reserves the right to release the Licensed Content under different license terms or to stop distributing or making available the Licensed Content at any time.
5. CONFIDENTIALITY. Authorized End User acknowledges that Authorized End User may receive or become aware of confidential information and trade secrets of Mallinckrodt ("Confidential Information"). Authorized End User agrees to maintain and protect the confidentiality of all Confidential Information of which it becomes aware (whether or not identified or marked as confidential at the time of its disclosure) and not disclose any Confidential Information to any person, firm, or entity other than its own employees who have a need to know such Confidential Information for purposes of the license granted to Authorized End User hereunder, and Authorized End User shall preserve and protect the confidentiality of all Confidential Information of which it becomes aware using the same degree of care that it uses to protect its own trade secrets, but never less than reasonable care. Further, Authorized End User shall not use or disclose any Confidential Information for any purpose not permitted by this Agreement. Authorized End User agrees to formulate and adopt appropriate safeguards in light of its own operating activities to ensure protection of the confidentiality of all Confidential Information of which it becomes aware. The restrictions on disclosure set forth above shall not apply when, and to the extent that, Confidential Information: (i) is part of the public domain through no action or failure to act by Authorized End User; (ii) is made available to the general public by Mallinckrodt or a third party who is lawfully in possession of such information, not as a result of any action or failure to act on the part of Authorized End User; (iii) was previously known to Authorized End User free of any obligation to keep it confidential; (iv) is subsequently disclosed to Authorized End User free of any obligation to keep it confidential; or (v) is independently developed by Authorized End User or a third party other than in breach of this Agreement. Violations of this Section 5 are likely to cause irreparable harm and therefore Mallinckrodt may seek immediate injunctive relief without the need of posting bond in the event of a violation of this Section 5.
6. DISCLAIMER. ACCESS TO AND USE OF THE LICENSED CONTENT DATABASE AND LICENSED CONTENT IS PROVIDED ON AN "AS IS" BASIS. COVIDIEN DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OR USE OF THE LICENSOR WEBSITE, LICENSED CONTENT DATABASE OR LICENSED CONTENT. IF END USER IS DISSATISFIED WITH THE LICENSOR WEBSITE, LICENSED CONTENT DATABASE OR THE LICENSED CONTENT OR ANY PORTION THEREOF, END USER'S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE LICENSOR WEBSITE, LICENSED CONTENT DATABASE OR LICENSED CONTENT. THE PARTIES AGREE THAT NO WARRANTY, EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE LICENSED CONTENT DATABASE OR LICENSED CONTENT, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Please note that some jurisdictions may not allow the above exclusion of implied warranties, so some of the above exclusions may not apply to you.
7. LIMITATION OF LIABILITY. COVIDIEN SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OR LOST PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COVIDIEN'S TOTAL LIABILITY ARISING IN CONNECTION WITH OR UNDER THIS AGREEMENT (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, FRAUD, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LAW) EXCEED THE FEES PAID TO COVIDIEN BY END USER UNDER THIS AGREEMENT. NEITHER COVIDIEN NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE, UNDER ANY CIRCUMSTANCES, BE LIABLE TO END USER OR ANY OTHER PERSON (WHETHER IN AN ACTION ARSING FROM CONTRACT, TORT OR OTHER LEGAL THEORY) FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES RESULTING FROM THE USE OF THE LICENSOR WEBSITE, THE LICENSED CONTENT DATABASE, OR THE LICENSED CONTENT, HOWEVER CAUSED, WHETHER BY ACT OF NEGLIGENCE OR OTHERWISE, RELATED TO THE LICENSOR WEBSITE, LICENSED CONTENT DATABASE OR LICENSED CONTENT, INCLUDING, WITHOUT LIMITATION (I) INFORMATION OBTAINED FROM OR THROUGH THIS WEBSITE OR THE LICENSED CONTENT, (II) RELIANCE BY ANY PERSON ON INFORMATION OBTAINED FROM OR THROUGH THIS WEBSITE OR THE LICENSED CONTENT, (III) VIRUS TRANSMISSION OR DELETION OR LOSS OF FILES OR E-MAIL, (IV) LOSS OF DATA OR INFORMATION OF ANY KIND, (V) LOSS OF PROFIT, GOODWIL, USE, DATA OR OTHER INTANGIBLE LOSSESS (EVEN IF COVIDIEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (VI) LIABILITY FOR PERSONAL INJURY, OR (VII) LIABILITY TO THIRD PARTIES.
8. TERM AND TERMINATION. This Agreement shall become effective as of the acceptance of this Agreement by Authorized End User and shall remain in effect for a period of one (1) year ("Initial Term"), unless the Agreement is earlier terminated as permitted under this Agreement. The Initial Term shall renew automatically for additional one (1) year periods (each, a "Renewal Term") unless earlier terminated as permitted under this Agreement. If Authorized End User fails to comply with any of the provisions of this Agreement, Mallinckrodt may terminate this Agreement upon notice to Authorized End User unless, the breach is immediately cured to Mallinckrodt's satisfaction. Additionally, Mallinckrodt may terminate this Agreement immediately upon delivery of written notice of termination to Authorized End User after a receiver has been appointed in respect of the whole or a substantial part of Authorized End User's assets or a petition in bankruptcy or for liquidation filed by or against Authorized End User which petition is not dismissed within sixty (60) days following its initiation. Additionally, Mallinckrodt may terminate this Agreement, in whole or in part, for convenience, with or without cause, during the Initial Term or any Renewal Term by providing to Authorized End User with notice of termination.
9. EFFECT OF TERMINATION OR EXPIRATION. In the event of the termination or expiration of this Agreement, End the Distributor License and the Media License shall terminate and Authorized End User shall immediately cease using the Licensed Content and shall cease accessing the Licensor Website and the Licensed Content Database and shall return to Mallinckrodt all copies of the Licensed Content, Confidential Information, or other materials provided in connection with this Agreement in Authorized End User's possession or under its control; provided that media users are not required to return previously published materials containing Licensed Content used by such media users under the Media License. Termination or expiration of this Agreement shall be without prejudice to any other right or remedy to which Mallinckrodt may be entitled under this Agreement or applicable law. Termination or expiration of this Agreement shall not relieve Authorized End User from its obligations arising hereunder before termination or expiration of this Agreement or which survive termination or expiration of this Agreement.
10. ASSIGNMENT. This Agreement will be binding upon and will inure to the benefit of each party and each party's respective transferees, successors and assigns. Authorized End User may not transfer or assign this Agreement (by operation of law or otherwise) without the prior written consent of Mallinckrodt. Any attempted transfer or assignment in contravention of this Section will be null and void. Mallinckrodt may transfer or assign this Agreement (by operation of law or otherwise) without the consent or approval of Authorized End User.
11. NOTICES. All notices and demands hereunder shall be in writing and shall be served by personal service or by mail at the address of the receiving party set forth in this Agreement (or at such different address as may be designated by such party by written notice to the other party). All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally-recognized private express courier and shall be deemed complete upon receipt.
12. GOVERNING LAW. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of laws. Jurisdiction and venue for all actions arising under this Agreement shall be in the federal and state courts of Delaware.
13. FORCE MAJEURE. Mallinckrodt shall not be responsible for delays or failure of performance resulting from acts beyond the reasonable control of Mallinckrodt. Such acts shall include, but not be limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, failure of suppliers to perform, governmental regulations, power failures, earthquakes, or other disasters.
14. COMPLIANCE WITH LICENSE AND LAWS. Authorized End User shall comply with all federal, state, local and foreign laws, regulations, rules and ordinances pertaining to the operations and conduct of its business and the license granted to Authorized End User under this Agreement, including but not limited to all laws pertaining to the export of products to foreign countries and to the Internet. In the event that any part of this Agreement is determined to violate any applicable federal, state, local or foreign laws, rules or regulations, then the remaining provisions of this license shall remain in full force and effect and shall be enforced to fullest extent permitted by law and the parties agree to negotiate in good faith revisions to the provision or provisions that are in violation. In the event the parties are unable to agree to modified terms as required to bring the entire Agreement into compliance, either party may terminate this Agreement by not less than ten (10) days prior written notice to the other party.
15. SURVIVAL. Sections 1, 3, 4, 5, 6, 7, 9 and Sections 10-19 shall survive the termination or expiration of the Agreement for any reason.
16. HEADINGS. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this Agreement.
17. AMENDMENTS. No provisions in either party's purchase orders, or in any other business forms employed by either party, will supersede the terms and conditions of this Agreement, and no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement.
18. ENTIRE AGREEMENT/WAIVER. The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous oral communications between them relating to the subject matter hereof. No representations or statements of any kind made by either party that are not expressly stated herein shall be binding on such party unless such representations or statements are in a writing specifically executed by an authorized manager of Mallinckrodt, LLC. This Agreement does not supersede, modify or terminate any prior written agreements that have been executed by you (or your company) and an authorized manager of Mallinckrodt, LLC ("Prior Written Agreements"). To the extent that any Prior Written Agreements conflict with this Agreement, the Prior Written Agreements shall control. To the extent that Prior Written Agreements are silent regarding a term addressed in this Agreement, this Agreement shall control. To the extent that any Prior Written Agreements addresses common terms with this Agreement, the Prior Written Agreements shall control and may be further clarified by this Agreement provided that such clarification does not in any way contradict the manifest clear intent of any Prior Written Agreement. A waiver of any provision of this license shall only be effective upon a written waiver signed by both you and an authorized manager of Mallinckrodt, LLC.
19. DISPUTE RESOLUTION. The parties will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith in a spirit of mutual cooperation. If those attempts fail, then the dispute will be mediated by a mutually accepted mediator to be chosen by the parties within forty-five (45) days after written notice by either party to the other demanding mediation. No party may unreasonably withhold consent to the selection of a mediator. The parties will share the cost of the mediation equally. By mutual agreement, the parties may postpone mediation until some specified but limited discovery about the dispute has been completed. The parties may also agree to replace mediation with some other form of alternative dispute resolution. Any dispute which cannot be resolved by the parties through negotiation, mediation or other form of agreed alternative dispute resolution within one hundred twenty (120) days following the date of the initial demand for it by one of the parties may then be submitted to the courts for resolution. Nothing in this section will prevent a party from resorting to judicial proceedings if: (a) good faith efforts to resolve the dispute under these procedures have been unsuccessful; (b) interim, injunctive or other equitable relief from a court is necessary to prevent serious and irreparable injury to one party or to others; or (c) litigation is required to be filed prior to the running of the applicable statute of limitations. The use of any alternative dispute resolution procedure will not be construed under the doctrine of latches, waiver or estoppel to affect adversely the rights of either party. All of the above alternative dispute resolution procedures shall be confidential.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized agents as of the date first above written.