SOFTWARE LICENSE AGREEMENT

BETWEEN

JOHNSON & JOHNSON PHARMACEUTICAL RESEARCH & DEVELOPMENT,

L.L.C.

AND

LICENSOR: DIVERSINET CORP.

DATED: JUNE 30, 2011

 SOFTWARE LICENSE AGREEMENT

This SOFTWARE LICENSE AGREEMENT is effective as of the execution date of

last signature (Effective Date), by and between Johnson & Johnson
Pharmaceutical Research & Development, L.L.C. (hereafter "Customer”), a New
Jersey limited liability company, having a business address at 920 Route 202,
Raritan, New Jersey 08869 and Diversinet Corp., = "Legal entity" "" \*
CHARFORMAT = "Physical person" " = "______________________________" "" " "
\* CHARFORMAT " \* CHARFORMAT an Ontario based corporation, having an
office for transaction of business at 2235 Sheppard Avenue East, Suite 1700,
Toronto, Ontario M2J 5B5, Canada (hereinafter “Licensor”). (Customer and Licensor
are sometimes individually referred to herein as the “Party” and collectively the
“Parties”.)

WITNESSETH

WHEREAS, Licensor has developed a proprietary product(s) and desires to license

such product(s) to Customer and to provide certain associated services to Customer;
and

WHEREAS, Customer desires to license such product(s) and have Licensor perform
such services;

NOW THEREFORE, in consideration of the mutual promises and agreements herein

set forth, the parties do hereby agree that:

1.
DEFINITIONS

1.1.
“Agreement” shall mean this Software License Agreement dated Effective Date
and all attachments and Exhibits hereto.

1.2.
“Critical Program Error(s)” shall mean any program error, whether or not known
to Customer, which has or may have an adverse impact on the operations of
Customer as a result of its use of the Software used in accordance with the
Documentation, or Services provided by Licensor. Customer shall solely determine
whether a Critical Program Error exists.

1.3.
 “Documentation” shall mean the operational, functional and technical
specifications in any standard materials, guides, manuals or other related materials
which shall be provided to Customer by Licensor which assist Customer in using the
Software.

1.4.
“Effective Date” shall mean the execution date of last signature.

1.5.
“Final Acceptance” shall mean the successful completion of the acceptance
process identified in section 3 to this Agreement.

1.6.
“First Productive Use” shall mean the initial “live” operation of the Software in a
production environment. First Productive Use shall not occur until after conversion
of the Software from the simulated test environment to the live environment in which
Customer will verify the ability or inability of the Software to perform in accordance
with the acceptance criteria identified in section 3 of this Agreement.

1.7.
“Customer Affiliates” shall mean any partnership, joint venture, subsidiary, and
other affiliated entities (whether incorporated or unincorporated) in which Customer
has an ownership, managerial, or operational interest or which now or hereafter
directly or indirectly controls, is controlled by, or is under common control with,
Customer, including multiple levels of controlled corporations.

1.8.
“Purchase Order” shall mean the document forwarded to Licensor by Customer
which requests that Licensor supply Customer with specific Software,
Documentation, Support or Services and which references this Agreement.

1.9.
“Services” shall mean the project, consulting or other work to be performed by
Licensor as described in section 3 below.

1.10.
“Software” shall mean the application programs described in Exhibit A and
any object code, functional and technical specification described in the
Documentation and any Updates supplied by Licensor.

1.11.
 "Specifications" shall mean collectively, the Software functionality
descriptions in Exhibit A, all Documentation (whether printed or on-line), and all
Updates to the Specifications. The Specifications are hereby incorporated by
reference into this Agreement.

1.12.
“Sublicensed Software” shall mean any application program, database,
operating system or other like product which is not developed by Licensor, but which
is necessary to operate the Software and which has been supplied by Licensor to
Customer under this Agreement.

1.13.
“Support” shall mean those services to be performed by Licensor as set
forth in Exhibit D.

1.14.
“Update(s)” shall mean all new releases, new versions, updates, revisions,
fixes, patches or other alterations of the Software, including those which are
designed to improve the operation or functionality of the Software, intended to
correct an error in the Software or required to correct a breach of warranty or other
breach of this Agreement. Updates shall be designated by a version number with a
higher number to the right of the decimal point (e.g., version 1.4 is an Update to
version 1.2), but do not include new releases or custom releases (which are
designated with a higher number to the left of the decimal point, or at the end with a
letter, respectively), however, if Customer is paying for Support and if the new
releases or custom releases is consists of eighty (80%) of the same features and
functionality as the current version Customer is using, then Licensor shall upgrade
Customer to new release or custom release for no additional fee.

1.15.
“Work Order” shall mean, subject to the terms of a statement of work or
other similar document (collectively, a "Work Order"), agreed to by Customer or
Customer Affiliate and Licensor, Licensor shall provide the services, including any
deliverables, set forth in such Work Order.

1.
LICENSED SOFTWARE

1.1.
 License Grant. Licensor grants, and Customer accepts, a perpetual, worldwide,
non-transferable and non-exclusive license to install, store and use the Software and
Documentation, including the merging or interfacing of Software with other programs,
subject to all the terms and conditions of this Agreement and Exhibit A. The
Software is licensed for use solely for Customer's business purposes, including the
provision of data processing and any other services to Customer Affiliates; provided,
however, that any such usage of the Software with respect to the data and
information of Customer Affiliates shall be made only on equipment owned or
controlled by Customer, and operated by Customer personnel and authorized
contractors. No rights to sublicense or market the Software or Documentation are
granted. All rights not specifically granted to Customer by this License shall remain
in Licensor.

1.2.
Ownership of Software and Documentation. Title to and ownership of the Software
and Documentation and all applicable proprietary rights, including but not limited to,
rights in patents, copyrights , author’s rights, trademarks, trade names, graphic
design and design elements, order of operations, algorithms, data structure,
organizational features, know-how and identified trade secrets in the Software and
Documentation if any, shall remain at all times with Licensor, and subject to the
license granted to Customer pursuant to this Agreement. Except as set forth herein,
as permitted by applicable copyright law, or as may be permitted in writing by
Licensor, Customer or Customer Affiliates shall not reverse engineer, decompile or
disassemble the Software or any portion thereof, nor otherwise attempt to create or
derive the source code (or the underlying ideas, algorithms, graphic designs, order of
operations, or any other structures or organization) of the Software. No other right or
license with respect to any proprietary rights is granted under this Agreement.

1.3.
Protection of Software. The Software (whether received in writing, on magnetic
tape or on other storage media) is a product proprietary to Licensor. Customer shall
protect the Software with security measures which are the same as Customer
employs to protect its like proprietary information. Notwithstanding the foregoing,
disclosure of the Software and/or Documentation to the FDA or other government
regulatory agency for purposes consistent with use of the Software and/or
Documentation by Customer allowed under this Agreement, or in accordance with
any other agreement in writing by the Parties, shall not be considered a breach of
the Agreement.
 1.4.
Other Proprietary Rights. Customer shall own and shall have all the proprietary
rights in any and all information of any nature (including without limitation, all files,
input materials, output materials, memoranda, reports, paper, analyses, drawings,
specifications, software, data, graphs, charts or other written materials, (collectively,
the “Works”)) supplied by Customer and provided to Licensor during the course of
its performance under this Agreement. Licensor hereby agrees and acknowledges
that Customer owns any and all intellectual property rights developed by Customer in
with respect to any Customer-specific private label associated with the Software.
Licensor hereby assigns the ownership of all right, title and interest in such Works
(including all patents, copyrights, and other intellectual property rights thereto) to
Customer. Customer shall have the right to obtain and hold in its own name such
patents, copyrights or other intellectual property rights which may pertain to the
Works. Customer hereby agrees and acknowledges that Licensor shall own all code,
software tools, Documentation and modifications to the code, software tools or
Documentation, and all copyrights, trade secrets and other intellectual property rights
with respect to any such code, Software or Documentation.

1.5.
Sublicense Grant. Licensor grants to Customer a perpetual, non-exclusive, non-
transferable sublicense to use any Sublicensed Software. Licensor warrants that it
has the authority to grant such licenses to Customer and Licensor agrees to
indemnify Customer against any and all claims, costs, awards, damages or like
expenses (including reasonable attorneys fees) which may arise out of a breach of
this warranty by Licensor.

1.6.
Import and Export Requirements. Customer acknowledges that any obligation of
Licensor to provide Software or Documentation under this Agreement are subject in
all respects to all United States and Canadian laws and regulations governing the
removal, transmission, export and use of same outside of the United States and
Canada. Customer agrees that it shall not remove, transmit or export, directly or
indirectly, any Software, Documentation or related information from the United States
or Canada, or any other jurisdiction, without being in full compliance with all
governing laws and regulations, including without first obtaining all required licenses
and approvals from the appropriate government agencies.

2.
SERVICES
 2.1.
Training. Licensor shall assist Customer's personnel in learning to use the
Software as set forth in Exhibit B.

2.2.
Installation. Licensor shall install or assist Customer with installation of the
Software as set forth in Exhibit C.

2.3.
Additional Services. After completion of the Software installation activities
described above and at Customer’s request, Licensor will provide consulting
services to Customer. Such additional services are beyond the normal scope of
Support. Licensor may charge Customer for any such additional services at
Licensor’s then-current rates, or as otherwise negotiated between Customer and
Licensor. If Customer requests such additional services, Licensor shall inform
Customer that the services requested constitute additional services and provide a
quote for such services to Customer. If Customer desires to obtain those services
from Licensor according to the prices identified in the quotation, Customer will
forward a Purchase Order to Licensor requesting such services. Upon its receipt of
the Purchase Order, Licensor agrees to provide the requested services. If Customer
desires additional services from Licensor then a Work Order shall be created
describing services between Customer and Licensor.

3.
ACCEPTANCE

Software will be deemed to have passed Final Acceptance sixty days after
installation unless Customer notifies Licensor of a breach of warranty described in
section VI below. If the warranty breach is not cured within 120 days of Customer’s
notification, then Customer shall, at its option, have the right to terminate the
applicable Purchase Order or this Agreement in its entirety. Upon such a termination
under this section, Licensor shall promptly return to Customer all moneys paid by
Customer to the Licensor for the terminated Software and related Services, and
Customer shall promptly return or destroy all copies of the terminated Software and
related Documentation.

4.
LICENSED SOFTWARE SUPPORT

4.1.
 Software Support and Support Fees. Beginning upon First Productive Use of the
Software, Licensor agrees that it shall provide Support for the Software as specified
in Exhibit D. There shall be no charge to Customer for the Support services during
the first year after First Productive Use. The annual fees for Support appear on
Exhibit D. Licensor will issue a quote for Support services 30 days prior to the
expiration of any current support period for which Customer has paid the requisite
Support fees. Customer shall, if it elects, renew Support by issuing a Purchase
Order within 30 days of its receipt of a quotation for Support fees.

Licensor may revise Support fees any time following the initial twenty-four (24)
month period after First Productive Use (but no more frequently than once during
any 12 month period) by giving Customer sixty (60) days' prior written notice.

4.2.
New Releases and Updates. Licensor shall furnish Customer with all new
releases and Updates to the Software and Documentation so long as Customer
remains on Support, which Updates shall be subject to this Agreement. There shall
be no additional license fee for such Updates so long as Customer is paying Support
fees when the Updates are released. Customer shall at its own expense obtain any
equipment and sublicensed software required to run new releases.

4.3.
Termination of Support. So long as Customer continues to pay the Support Fees
identified in Exhibit D, Licensor may not terminate Support services for the Software.
Licensor shall give Customer thirty (30) days written notice of its intent to terminate
Support services due to Customer’s failure to make payments for such services.
Licensor shall not terminate Support if Customer cures its failure to pay Support fees
during the thirty (30) day notice period. Licensor shall provide Support services to
Customer during the pendency of any dispute under this Agreement. Customer shall
be entitled to terminate Support at any time upon the provision of written notice to
Licensor that Customer desires to terminate Support. Customer’s termination shall
be effective upon the expiration of the annual period during which Customer gives its
notice to terminate.

5.
PAYMENTS

1.1.
WEB Invoicing. Licensor is required to submit all invoices via the Internet.
Licensee will make payment via electronic funds transfer within forty-five (45) days
 after receipt of an undisputed invoice. Licensor should go to www.ap.jnj.com to
complete the on-line form and initiate the payment process or contact the Customer
Service Hotline at 877-557-4487 for more information. The electronic billing and
payment procedures do not apply currently to the following companies: Neutrogena,
Cordis, DePuy, Scios and all companies outside of the U.S.

1.2.
All references to dollars or monetary units in this Agreement are to United States
dollars and all payments shall be made in U.S. dollars.

1.3.
Support. Customer shall pay all Support fees within 45 days of Customer’s receipt
of an invoice therefore from Licensor.

1.4.
Other Services. Customer shall pay for all other services or products shall be paid
as specified in the applicable Purchase Order.

1.5.
Taxes. In the event foreign, federal, state or local taxes are assessed on any
Service performed hereunder, except taxes based on net income or personal
property, Customer shall direct pay (applicable New Jersey taxes) or reimburse
Licensor accordingly.

1.6.
Compliance. Licensor shall not send any invoices with respect to work, and no
claim from Licensor for payment (including any amount for fees or expenses) will be
allowed for any work done by Licensor with respect to such work, prior to both
parties' duly authorized representatives executing a Work Order and Customer
issuing a purchase order to Licensor with respect to such Services.

1.
WARRANTY, INDEMNITY AND LIABILITY LIMITATION

1.1.
Licensor Software Warranty. Licensor warrants that, beginning upon Final
Acceptance and extending for as long as Customer remains continuously on
Support, the Licensed Software will operate in accordance with the Documentation
without material error or Critical Program Error, and will perform the functions set
forth in the Specifications. Licensor further warrants that all Updates to the Software
 will be compatible with existing Software(s) and shall not degrade documented
functionality of Software being used by Customer.

1.2.
Warranty and Indemnity Regarding Software.

1.2.1.

Licensor also warrants that it shall deliver the Software and Sublicensed Software from the claims of any third

party for infringement of any patents, trademarks, copyrights, trade secrets, or other proprietary rights. Licensor

agrees that it shall defend at its own expense, and will indemnify Customer and save Customer harmless against

any costs (including reasonable attorneys fees) and damages made in settlement or awarded as a result of, any

action brought against Customer based on an allegation of such infringement with respect to any item of

Software or Sublicensed Software. Customer shall promptly notify Licensor in writing of any such action or

allegation of infringement, Licensor shall have sole control of the defense of any such action and all negotiations

for its settlement or compromise.

1.2.2.

If an injunction is obtained against Customer's use of any item of Software by reason of an infringement

described above, or if in Licensor's opinion any item of Software is likely to become the subject of a claim of such

infringement, Licensor may, at its option and at its own expense procure the right for Customer to continue using

the item of Software which is the subject of the infringement claim, replace or modify such item so that it

becomes non-infringing, or, if neither of the foregoing options are available, grant Customer a refund of all fees

paid under this Agreement over the prior 12 months in exchange for termination of any related license and the

immediate return of such item of Software.

0.1
Program Errors. If Customer gives Licensor notice of a Critical Program Error
contained in the Software, Licensor will, upon receipt of such notice, immediately
investigate such Critical Program Error and will deliver to Customer either a patch or
workaround or code to correct such Critical Program Error (and deliver to Customer
appropriate code and Documentation for such correction) at no additional cost to
Customer within ten (10) days after receipt of such notice. If Licensor fails to
eliminate the Critical Program Error within ten (10) days after receipt of such notice,
then Customer shall have the right to exercise the remedies identified in paragraph
7.6.

0.2
Viruses/Disabling Code. As of the date of delivery to Customer, the Software and
any Update(s) will not contain any computer virus or code that could be otherwise
hostile, damaging or disabling to Customer's existing information systems or
 components thereof. Licensor further warrants that Customer shall have quiet and
peaceful enjoyment of the use of the Software and Documentation for the duration of
this Agreement until and unless this Agreement is lawfully terminated, ended or
otherwise declared ineffective, as specified herein. Licensor further warrants that it
shall not install or insert any virus or disabling code or take any action which would
permit Licensor or any third party to interfere with Customer’s quiet enjoyment of the
Software.

0.3
Warranty of Authority. Licensor warrants that it has the power and authority to enter
into this Agreement and to grant and convey the license, sublicense, if any, and
other rights granted and conveyed to Customer hereunder. This Agreement does not
and will not knowingly violate, the rights of any third party or, breach or interfere with
any other agreement to which Licensor is a party or by which Licensor is bound.

0.4
Remedies. If no time limit is otherwise specified in the above warranties, Licensor
shall have thirty (30) days from the date it receives a notice of warranty breach to
cure the breach. If, however, Licensor cannot correct the nonconformity within the
timeframe specified, then Customer shall have the right (exercisable in Customer’s
sole discretion), to require Licensor to: (i) replace the nonconforming Software
(provided, however, that the replacement is functionally equivalent) at no cost to
Customer, or (ii) terminate the license and promptly refund to Customer all license
fees paid for the Software (calculated on a 5-year, straight line depreciated basis
beginning upon the date of Final Acceptance).

0.5
Warranty Limitation. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT,
LICENSOR IS PROVIDING THE SOFTWARE AND DOCUMENTATION “AS IS”
AND THERE ARE NO WARRANTIES, COVENANTS, TERMS, CONDITIONS OR
REPRESENTATIONS, EXPRESS OR IMPLIED, OR OTHERWISE GRANTED FOR
THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE WHICH ARE HEREBY DISCLAIMED AND CUSTOMER HEREBY
ACCEPTS THE LICENSOR DISCLAIMER OF ALL OTHER COVENANTS,
REPRESENTATIONS, PROMISES AND WARRANTIES WITH RESPECT TO THE
SOFTWARE AND DOCUMENTATION, WHETHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.. AS TO
 THE SOFTWARE, SOME STATES DO NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY SO
SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO
CERTAIN SOFTWARE, DOCUMENTATION, SUPPORT OR SERVICES.

0.6
Limitation of Liability.

0.6.1

IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED ONE (1)

MILLION DOLLARS UNDER THIS AGREEMENT UP TO THE DATE THAT THE CAUSE OF SUCH CLAIM

AROSE.

0.6.2

The foregoing limitations of liability will not apply and nothing in this Agreement shall affect either Party's liability

(a) for death or personal injury or damage to real or personal property caused by such Party's gross negligence

or willful misconduct, (b) for any damages caused by the intentional or grossly negligent acts or omissions of

such Party, (c) the intentional introduction by Licensor of a computer virus into the information systems of

Customer, (d) Licensor’s willful disabling of the Software and/or Customer’s information systems or components

thereof, (e) for claims of infringement against which Licensor indemnifies Customer under Section 7.2 of this

Agreement, or (f) to the extent prohibited by applicable law.

0.6.3

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE

PRODUCTS OR SERVICES, LOST PROFITS, LOSS OF DATA OR ANY SPECIAL OR CONSEQUENTIAL

DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, IN TORT INCLUDING

NEGLIGENCE, BY STATUTE OR UNDER ANY QUASI-CONTRACTUAL THEORY OF LIABILITY, EVEN IF A

PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

1
GENERAL PROVISIONS

1.1
Term. This Agreement shall commence on the Effective Date. It shall remain
effective until all licenses and Support services are terminated in accordance with
this Agreement.

1.2
Termination Rights.

1.2.1
 Termination by Customer. Customer shall have the right to terminate this Agreement or its license to any item of

Software if Customer so elects pursuant to paragraphs 4.0 or 7.2. In the event Customer exercises its

termination right under paragraph 4.0, then Customer shall identify all copies of the Software and return the

copies to Customer within thirty days of the Customer’s provision of its notice to terminate. Upon such a

termination, Licensor shall, within thirty (30) days of the effective date of the termination, refund fees, if any in

accordance with appropriate section.

1.2.2

Customer shall also have the right, after full payment of any license fees due under this Agreement, to terminate

this Agreement or terminate it license to any Software licensed pursuant to this Agreement at Customer’s

convenience without the right to receive any refund and without any penalty to Licensor.

1.3
Termination by Licensor . Licensor shall have the right to terminate this Agreement in
the event Customer fails to pay any undisputed invoices as required under Section 6.
Licensor shall provide thirty (30) days prior written notice of its intent to terminate
due to Customer’s failure to make payments as described in this paragraph.
Licensor shall not terminate this Agreement if Customer cures its failure to pay
undisputed invoices during the thirty (30) day notice period. Licensor shall have the
right to terminate Support as specified in paragraph 5.3, but such a termination of
Support shall not affect Customer’s license to use the Software.

1.4
Force Majeure. Neither Party shall be liable for delay in performance under this
Agreement or for failure to give notice of such delay when the delay is due to
conditions beyond the reasonable control of a party hereto. However, if the period of
delayed performance exceeds thirty (30) days from a date agreed upon by the
Parties, the Party whose ability to perform has not been so affected may, by giving
written notice, terminate this Agreement.

1.5
Insurance. Licensor shall maintain insurance policies in the minimum amounts
stated below. During the term of this Agreement, Licensor shall not permit such
insurance to be reduced, expired, or canceled without reasonable prior written notice
to Customer. Upon request, Licensor shall provide a Certificate of Insurance to
Customer.

Type of Insurance Limits of Liability

Commercial General Liability (including $2,000,000 combined single

 Contractual Liability, Bodily Injury, limit
Property Damage, and Personal Injury)

Commercial Automobile Liability (Bodily $1,000,000 combined single

Injury and Property Damage) limit

Employers' Liability $100,000 per accident

Workers' Compensation Employee As required by the laws of the

Liability state or province in which the
work is being performed

1.6
Shipments. All shipments will be F.O.B. Customer's plant and shall be packed at
Licensor's expense. All freight, insurance, duty or custom charges, or special
handling charges shall be prepaid by Licensor and invoiced to Customer as a
separate line item(s). In the absence of prior shipping instructions, Licensor will
select the carrier on behalf of Customer, but Licensor shall not assume any liability
for shipment nor shall the carrier be construed to be an agent of Licensor.

1.7
Network Charges. Customer, its Customer Affiliates or its subscribers shall at all
times be responsible for all mobile network data or airtime charges, SMS related
charges, application certification charges or marketing costs levied by cellular or
wireless network and any other fees or levies related to the cellular or wireless
network or other costs over which the Customer’s application is offered, as well as
Customer’s own Internet access fees (collectively, the “Network Charges”). None of
the fees chargeable hereunder include any Network Charges and Customer shall
indemnify and hold harmless Licensor, its officers, directors, agents and
representatives against any such Network Charges that may be levied against them
for the operation of Customer’s application(s).

1.8
FDA and Other Regulatory Bodies. Customer and Licensor agree to cooperate fully
with each other in meeting any obligations imposed upon Customer or Licensor by
the FDA or other regulatory bodies with respect to the Software. Customer shall pay
Licensor for such work (as detailed in Section 3).

1.9
 Use of Subcontractors. Licensor will not subcontract or permit anyone other than its
employee(s) or consultants in the normal course of business to perform any of the
Services required of Licensor under this Agreement without the prior written approval
of Customer, which approval shall not be unreasonably withheld.

1.10
Use of Name Restriction. Neither Party shall use the name of the other or refer to
the other directly or indirectly in any advertisement, sales promotion, news release or
releases to any professional or trade publication without receiving specific prior
written authorization from the other Party.

1.11
Waiver. All waivers of and consents to any terms and conditions of this Agreement
(or any rights, powers or remedies under it) by either Party must be in writing in order
to be effective. No waiver or consent granted with respect to one matter or incident
shall be construed to operate as a waiver or consent with respect to any different or
subsequent matter or incident.

1.12
Notices. Any notices required or permitted hereunder will be effective when received
in writing and shall be sent to the person and address designated below or such
other person or address as may have been furnished to Customer or Licensor by
notice according to this Section.

Licensor: Customer:
Diversinet Corp. Johnson & Johnson
Pharmaceutical Research &
Development, L.L.C.
2235 Sheppard Avenue East 930 U.S. Route 202 South,
Suite 1700 P.O. Box 300
Toronto, Ontario M2J 5B5 Raritan, New Jersey 08869-
0602
ATTN: Chief Financial Officer ATTN: GPS R&D

1.13
Amendment. This Agreement may not be amended, modified, or otherwise changed
or altered except by a writing executed by authorized representatives of Customer
and Licensor.
1.14
Debarred Contractor. Licensor warrants that it is not currently debarred, suspended
or otherwise excluded by government agencies from receiving federal contracts.

1.15
Confidentiality of Information. Each Party acknowledges that in the course of
installing and supporting the Software, one Party may have access to proprietary or
confidential information of the other Party concerning business affairs, property,
operating procedures, personnel information or other information, including financial
data (“Confidential Information”). Except as may be required by law, each Party
shall maintain the confidentiality of the other Party’s Confidential Information. Each
Party shall protect such Confidential Information to the same extent that it protects its
own Confidential Information and a Party shall only disclose the Confidential
Information to those employees and representatives who have a need to know such
information in order to perform obligations hereunder. All Software and
Documentation is hereby agreed to be the Confidential Information of Licensor.

1.15.1

The Parties acknowledge that its breach of any of its obligations under this Agreement may cause the other

Party irreparable harm, for which monetary damages may be an inadequate remedy. Therefore, in the event of

any such breach, the other Party shall be entitled, in addition to any other remedy available under this

Agreement, at law or in equity, to seek injunctive relief, including specific performance of the terms hereof and

other equitable relief for such breach, without the posting of bond or other security.

1.16
Governing Law/Dispute Resolution.

1.16.1

This Agreement shall be governed by, and shall be construed in accordance with, the laws of the State of New

Jersey. Any disputed matter will first be attempted to be resolved by good faith negotiations between local

management.

1.16.2

Any dispute, controversy or claim arising out of or related to this Agreement or the interpretation, application,

breach, termination or validity thereof, including any claim of inducement by fraud or otherwise, which claim

would, but for this provision, be submitted to binding arbitration shall, before submission to binding arbitration,

first be mediated through non-binding mediation in accordance with the Mediation Procedure then in effect of the

Center for Public Resources ("CPR") available at www.cpradr.org, except where that procedure conflicts with

these provisions in which case these provisions control. The mediation shall be conducted in New Brunswick,
 New Jersey and shall be attended by a senior executive with authority to resolve the dispute from each of the

parties.

1.16.3

The mediator shall be neutral, independent and disinterested with respect to the dispute and the parties and shall

be selected from a professional mediation firm such as ADR Associates, JAMS/ENDISPUTE or CPR.

1.16.4

The parties shall promptly confer in an effort to select a mediator by agreement. In the absence of such an

agreement within ten (10) days of initiation of the mediation, the mediator shall be selected by CPR as follows:

CPR shall provide the parties with a list of at least fifteen (15) names from the CPR Panels of Distinguished

Neutrals. Each party may exercise unlimited challenges for cause and two (2) peremptory challenges, and shall

rank the remaining candidates within five (5) working days after receiving the CPR list. The parties may together

interview the three (3) top-ranked candidates for no more than one (1) hour per candidate and, after the

interviews, may each exercise one (1) peremptory challenge. The mediator shall be the remaining candidate

with the highest aggregate ranking.

1.16.5

The mediator shall confer with the parties to design procedures to conclude the mediation within no more than

forty-five (45) days after initiation. Under no circumstances may the commencement of arbitration below be

delayed more than forty-five (45) days by the mediation process specified herein absent contrary written

agreement of the parties.

1.16.6

Each party agrees not to use the period or pending mediation to disadvantage the other party procedurally or

otherwise. No statements made by either side during the mediation may be used by the other or referred to
during any subsequent proceedings.

1.16.7

Each party has the right to pursue provisional relief from any court, such as attachment, preliminary injunction,

replevin, etc., to avoid irreparable harm, maintain the status quo, or preserve the subject matter of the arbitration,

even though mediation has not been commenced or completed.

1.16.8

Any controversy or claim arising out of or relating to this Agreement or the validity, inducement or breach thereof,

and unable to be resolved in accordance with the procedure set forth above, shall be settled by binding

arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American

Arbitration Association (“AAA”) then pertaining (available at www.adr.org) except where those rules conflict with

this provision, in which case this provision controls. Any Court with jurisdiction shall enforce this clause and enter

judgment on any award. The arbitrator shall be an attorney who (i) has at least fifteen (15) year of experience
 with a law firm of over twenty-five (25) lawyers, (ii) has at least fifteen (15) years of experience with a corporate

law department which employs more than twenty-five (25) lawyers or (iii) was a judge of a court of general

jurisdiction. The AAA shall select the arbitrator within ten (10) days after commencement of the arbitration from

the AAA’s National Roster of Arbitrators pursuant to agreement or through selection procedures administered by

AAA. The arbitration shall be held in New Brunswick, New Jersey and in rendering the award the arbitrator must

apply the substantive law of the State of New Jersey (except where that law conflicts with this clause), except

that the Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision.

Within forty-five (45) days after initiation of arbitration, the parties shall reach agreement upon and thereafter

follow procedures assuring that the arbitration will be concluded and the award rendered within no more than

eight (8) months from selection of the arbitrator. Failing such agreement, the AAA will design and the parties will

follow procedures that meet such a time schedule. Each party has the right before or, if the arbitrator cannot

hear the matter within an acceptable period, during the arbitration to seek and obtain from the appropriate court

provisional remedies such as attachment, preliminary injunction, replevin, etc., to avoid irreparable harm,

maintain the status quo or preserve the subject matter of the arbitration. THE ARBITRATOR SHALL NOT

AWARD ANY PARTY PUNITIVE, EXEMPLARY OR MULTIPLIED DAMAGES OR DAMAGES CONTRARY TO

THE EXPRESS TERMS OF THIS AGREEMENT AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY

RIGHT TO SEEK SUCH DAMAGES FROM THE ARBITRATOR. NO PARTY MAY SEEK OR OBTAIN

PREJUDGMENT INTEREST OR ATTORNEYS’ FEES OR COSTS RESULTING FROM THE ARBITRATION.

1.16.9

Neither Party shall publicize the nature of any disputed matters, or the proceedings or outcomes of any good faith

negotiation, mediation or arbitration proceedings, judgments or settlements pursuant to this section.

1.16.10

The parties agree that, in the event that the Uniform Computer Information Transaction Act, any version thereof
or a substantially similar law (collectively “UCITA”) is enacted as to be applicable to a Party’s performance under

this Agreement, said statute shall not govern any aspect of this Agreement including any of the parties’ rights and

obligations arising pursuant to this Agreement. The applicable law shall be the law, as it existed prior to the

enactment of UCITA.

1.17
FDA Compliance. Licensor understands and agrees that, as a manufacturer of
health care products, Customer’s activities are largely regulated by the U.S. Food
and Drug Administration (the “FDA”). Licensor recognizes that work done for
Customer is subject to laws, regulations and policies enforced by the FDA. Licensor
further recognizes and acknowledges that such laws, regulations and policies cover
representations made by Licensor, relating to the use, safety and effectiveness of
Customer’s products and to representations made by Licensor relating to actual or
potential clinical outcomes which have been observed or can be expected using
 Customer’s products. Licensor shall not make any representation relating to
Customer’s products or to Customer’s clinical outcomes, unless such
representations have been reviewed and approved in advance by Customer’s
Director of Regulatory Affairs.

1.18
Severability and Effect of Laws. The provisions of this Agreement shall obligate the
parties only to the extent that such provisions are lawful. Any provision of this
Agreement which is prohibited by law shall be ineffective (but only to the extent that,
and in the locations where, such prohibition shall be applicable). The remainder of
the Agreement shall remain in full force and effect, however, provided that both
parties agree the Agreement can continue to be performed in furtherance of the
parties' objectives.

1.19
Entire Agreement. This Agreement constitutes the entire agreement of the Parties
with respect to acquisition and use of the Software, Documentation, Support and
Services. This Agreement supersedes any terms which may be appear on the face
of any Purchase Order or invoice.

1.20
Assignment. Unless otherwise stated, neither Party hereto may assign, cede or
transfer any of its rights or obligations under this Agreement without the written
consent of the other Party, which consent may not be unreasonably withheld;
provided however, without such consent either Party may assign this Agreement in
connection with the transfer or sale of all or substantially all of its assets or business
or its merger or consolidation with another company. Customer shall likewise have
the ability to assign this Agreement to a Customer Affiliate in the event Customer
outsources, sells, assigns or otherwise gives the department or functions which use
the Software to such Customer Affiliate. Neither Party shall be relieved of any of its
obligations under this Agreement by reason of its assignment of this Agreement.
Both Parties agree that they will require any assignee to perform their obligations
hereunder.

1.21
Survival. The respective obligations of Customer and Licensor that by their nature
would continue beyond the termination or expiration of this Agreement including any
Attachment (including the obligations regarding confidentiality, intellectual property
 rights, indemnification, governing law, publicity and marks, limitations of liability, and
dispute resolution) shall survive such termination or expiration.

1.22
Escrow. Licensor agrees that the entire source code for Software and
Documentation as now exists or hereafter becomes available including, but not
limited to, the then current version(s) of Software being used by Customer ("Escrow
Materials") will, at Customer's option, be deposited, maintained and updated at
Customer's expense in escrow pursuant to an escrow agreement. Licensor shall
deposit the Escrow Materials within thirty (30) days of Customer's written notice to
Licensor of its election to have the Escrow Materials deposited in the escrow
account. The escrow agreement shall provide, among other terms, that the source
code shall be released to Customer if any of the following events (collectively the
“Release Conditions”) occurs:

(a)
Licensor makes an assignment for the benefit of creditors, or becomes subject to
direct control of a trustee, receiver or similar authority, or Licensor becomes subject
to any bankruptcy or insolvency proceeding under federal or state statutes; or
(b)
Licensor suspends or ceases to carry on its business and a receiver, trustee or
assignee does not carry on the business.

a.1
Exhibits To The Agreement. As of the Effective Date, the following Exhibits have
been executed and incorporated by reference and by attachment into the
Agreement.

Exhibit A
-
List of Software

Exhibit B
-
Training Services Supplied By Licensor

Exhibit C
-
Installation Services Performed By Licensor
Exhibit D
-
Support Services Agreement

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IN WITNESS WHEREOF, this Agreement is duly executed by an authorized

representative of both parties on the days and year below written.

Johnson & Johnson Diversinet Corp.

Pharmaceutical Research &
Development, L.L.C.
(AUTHORIZED SIGNATURE) (AUTHORIZED SIGNATURE)

Albert Wahbe
(PRINT OR TYPE NAME OF SIGNATORY) (PRINT OR TYPE NAME OF SIGNATORY)

Chief Executive Officer

(TITLE) (TITLE)

June 30, 2011 June 30, 2011

 (EXECUTION DATE) (EXECUTION DATE)

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EXHIBIT A

Software Order Schedule

This Exhibit A is attached to and made part of the captioned Agreement by and
between Johnson & Johnson Pharmaceutical Research & Development,
L.L.C. “Customer” and Diversinet Corp. = "Legal entity" "" \*
CHARFORMAT “Licensor” dated June 30, 2011 (“Agreement”).

1.
Fee Schedule:

Customer will pay to Licensor the following amounts in return for the license to the
Software described in the Agreement:

MobiSecure® Publisher (Includes Software Development Kit (“SDK”) &

MobiSecure® SMS Fee
(a)
Customer agrees to license a MobiSecure Publisher as described in Exhibit A below
for an upfront fee of $120,000, which will include 100 development mClients, to be
delivered to Customer (to be run by Customer at Customer’s premises). This license
fee is due upon Agreement signing.
(b)
 Customer agrees to license a MobiSecure SMS as described in Exhibit A below for
an upfront fee of $120,000, to be delivered to Customer (to be run by Customer at
Customer’s premises). This license fee is due upon Agreement signing.
(c)
Licensor’s current standard price is set out below. The “Price per Provisioned
Token” is an annual fee representing charges for the issuance, registration and
provisioning of the Products.

MobiSecure® Publisher (Includes SDK)

Users Annual License One-Time Server License Fee
Per User/mClient
1 – 1,000 $24 $120,000
1,001 – 5,000 $22
5,001 - 10,000 $20
10,001 – 25,000 $18
25,001 – 50,000 $16
50,001 – 100,00 $14
100,001 - 200,000 $12
200,001+ Quote Quote
Or Enterprise

MobiSecure® SMS
Users Annual License One-Time Server License Fee
Per User/mText
0 – 1,000 $12 $120,000
1,001 – 5,000 $11
5,001 - 10,000 $10
10,001 – 25,000 $9
25,001 – 50,000 $8
50,001 – 100,00 $7
100,001 – 200,000 $6
200,001+ Quote Quote
Or Enterprise

1.
Software Descriptions:

Software shall be delivered to Licensee (to be run by Licensee at Licensee’s

premises). Note: Licensee is responsible for the installation and running of the
Software at Licensee’s premises. Software shall mean the following:

MobiSecure® Publisher
MobiSecure® Publisher is designed to give users secure and immediate access to
personal identity information and critical data. MobiSecure® Publisher mobilizes
personal identity information and critical data in a secure and convenient manner –
providing secure two-way messaging capabilities for discreet communication
between mobile users and system administrators.

Publishing Manager is a server-based product that can securely host and manage
stored data and retrieve information from external data sources. Users can also
display, submit or send via fax, email or SMS selected data from their mobile device.
It provides a self-service interface for users to customize vault accounts and securely
upload their data. The Publishing Manager supports an optimized; secure protocol
for personal data download and synchronization with the mClient, for both mobile
phones and desktops. Publishing Manager is integrated with MobiSecure® SoftToken
to enable secure access using strong authentication and a one-time password. The
Publishing Manager supports both direct, OTA provisioning and on-deck
provisioning.

mClient for Mobile is a downloadable software application that can securely retrieve
personal information from the Publishing Manager server, and securely store the
information in the mobile phone for offline access. mClient is based on
MobiSecure® SoftToken technology, and supports strong authentication through a
one-time password. mClient is available for Java phones, BlackBerry, Windows
Mobile, iPhone, Android and BREW devices. PC wallets are available for Microsoft
Windows XP and Microsoft Vista operating systems.

MobiSecure® SMS Messaging

MobiSecure® SMS leverages the familiarity and popularity of SMS messaging to
create a secure messaging solution that utilizes state of the art AES encryption
technology to securely transmit and receive SMS messages. Messages can be both
1-Way (Push) based and 2-Way (Pull or Push-Pull) based between mobile users and
backend server applications. Unlike traditional SMS service, MobiSecure® SMS
 Messaging subscribers will automatically receive message delivery and read
confirmations on their mobile device.

The MobiSecure® SMS Messaging solution offers a fully integrated secure gateway
environment. This simplifies and eliminates extensive integration efforts with
multiple gateways globally. High-level APIs, allow for the submission of text
messages from a third party application or directly from the handset itself.

2.
Software Scope of Use Restrictions:

Customer agrees to include terms and conditions in its Customer agreements that
are reflective of the following:
(a)
the Customer is granted a non-exclusive, non-transferable and non-
assignable right to use the Products solely for their intended use;

(b)
the Customer may not reverse engineer, decompile, alter, transfer, modify or
create a derivative work of the Product;

(c)
no ownership rights to the Products and documentation are transferred to the
Customer;

(d)
the Customer may not use the Products otherwise than as a part of the
equipment, hardware or software in which any Product has been incorporated or for
which it has been delivered;

(e)
the Customer may not remove any proprietary, copyrights, trade secret or
warning legend from any Products or documentation or copies thereof;

(d)
the Customer may not furnish the Products or documentation into any country
in violation of any export control laws or regulations.
 (e)
The Customer’s agreements with its Customers shall also contain disclaimers
of warranties and limitations of liabilities with respect to the Products and
documentation at least as restrictive as those set forth in this Agreement.

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EXHIBIT B

Training Services

This Exhibit B is attached to and made part of the captioned Agreement by and
between Johnson & Johnson Pharmaceutical Research & Development,
L.L.C. “Customer” and Diversinet Corp. = "Legal entity" "" \*
CHARFORMAT “Licensor” dated June 30, 2011 (“Agreement”).

Should Customer wish to engage Licensor for training, then training services are
available at $1,500 per person day (excluding travel and out-of-expenses).
Contract reference: ICD_
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EXHIBIT C

Installation Services

This Exhibit C is attached to and made part of the captioned Agreement by and
between Johnson & Johnson Pharmaceutical Research & Development,
L.L.C. “Customer” and Diversinet Corp. = "Legal entity" "" \*
CHARFORMAT “Licensor” dated June 30, 2011 (“Agreement”).

Not Applicable

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EXHIBIT D
 Support Services Agreement

This Exhibit D is attached to and made part of the captioned Agreement by and
between Johnson & Johnson Pharmaceutical Research & Development,
L.L.C. “Customer” and Diversinet Corp. = "Legal entity" "" \*
CHARFORMAT “Licensor” dated June 30, 2011 (“Agreement”).

1.

Licensor Support Services. Licensor agrees to provide Support services to the Customer’s technical

support team for the Software in accordance with the following terms:

1.1
Ongoing Support entitles Customer to receive assistance in problem identification
and resolution for Software, distribution of software change packages, and user and
database support related to a Software product. The Customer’s subscribers or end
users shall interface with the Customer’s technical support only.

1.2
Licensor shall provide, in a timely manner, whatever services as may be necessary
to ensure that the Software remains in conformity with the Specifications and the
warranties contained in this Agreement. The scope of such Support services shall
include services for and all Software provided by Licensor including, without
limitation, interfaces, Updates and new releases. Licensor shall provide remedial
maintenance including, without limitation, fault isolation, diagnosis and repair, at any
and all Customer facilities using the Software.

1.3
Response Times. For any Support requests placed by Customer, Licensor agrees
that the following response times shall apply:

1.3.1
Critical Program Errors. Licensor shall use commercially reasonable efforts to
respond to any Critical Program Errors and shall work continuously until such error is
resolved.

1.3.2
Medium Errors. Licensor shall respond within two (2) hours to any Medium Error
and shall resolve such error within five (5) calendar days. Medium Error means any
error for which an alternative solution or work around which is acceptable to
Customer (in Customer’s sole discretion) may be accomplished.
1.3.3
Low Errors. Licensor shall respond within twenty-four (24) hours to any Low Error,
and shall resolve such error no later than the next general release of the Software.
Low Error means any error that is of a cosmetic or de minimus nature in Customer’s
sole opinion.

1.4
“Response time" shall mean the time between Customer's placement of a service
call and Licensor's initiation of problem diagnosis, isolation and other assistance via
telephone.

1.5
Telephone Support services. During the term of Support services, Licensor’s
technical support will be available to accept and respond to problem calls or email
from Customer’s technical support from 9:00 am - 5:00 pm Eastern Standard Time
(US), 5 days a week (Monday through Friday), 52 weeks a year, excluding United
States and Canadian national holidays. During such hours, technical support calls or
email will be answered immediately by the support staff. Licensor will provide a
phone option to speak directly to a trained technical support representative.
Licensor will make the reasonable commercial effort to answer promptly to calls.

1.6
Any fixes or corrections to the Software shall be provided by Licensor upon
Licensor's receipt of notice of such problem or whenever Licensor otherwise
becomes aware of an actual or potential Software problem. Such fixes or
corrections shall be provided at no additional cost to Customer.

1.7
Licensor shall provide, on an annual basis, or more frequently if reasonably
requested by Customer, any and all updated Documentation for any interfaces,
enhancements or modifications provided to Customer in accordance with this
Agreement.

1.
Support Fees, when applicable, shall be equal to 20% of the License Fees on an
annual basis. Support Fees are due after the 1st year of this Agreement, payable in
advance. If Customer desires to continue receiving Support services, Customer will
forward a Purchase Order for Support services to Licensor. Customer shall not pay
any fees associated with Support (including Licensor travel expenses associated
with the performance of Support) except for the fee identified in this paragraph.
 Licensor may revise Support fees any time following the initial twenty-four (24)
month period after First Productive Use (but no more frequently than once during
any 12 month period) by giving Customer sixty (60) days' prior written notice.

2.
Failure of Licensor to Support the Software. Licensor hereby warrants and promises
it will meet the above specified Support requirements for 95% of Customer’s service
requests (hereafter “Required Level of Support”). Should Licensor fail to meet its
Required Level of Support, then Customer may notify Licensor in writing that
Licensor has failed to provide its Required Level of Support to Customer. If
Licensor’s failure to meet its Required Level of Support continues uncured for a
period of sixty (60) days after Licensor’s receipt of Customer’s written notice, then
Customer shall, beginning on the sixty-first (61st) day after Licensor’s receipt of
Customer’s written notice, have the right to withhold any additional Support fee
payments while continuing to receive Support services until such time as Licensor is
able to demonstrate that it has complied with the requirements of this Agreement for
a period of thirty (30) consecutive days. The period during which Customer is
receiving Support services shall be extended one day for every day beyond sixty
days that Licensor is unable to meet the Support requirements of this Agreement.

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