{"id":42502,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/main-agreement-drugstore-com-inc-and-rite-aid-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"main-agreement-drugstore-com-inc-and-rite-aid-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/main-agreement-drugstore-com-inc-and-rite-aid-corp.html","title":{"rendered":"Main Agreement &#8211; Drugstore.com Inc. and Rite Aid Corp."},"content":{"rendered":"<pre>\n                                                                  EXECUTION COPY\n\n                                                                  MAIN AGREEMENT\n\n\n     This Main Agreement (this \"Agreement\"), dated as of June 17, 1999, is\nbetween drugstore.com, inc., a Delaware corporation (\"drugstore.com\"), and Rite\nAid Corporation, a Delaware corporation (\"Rite Aid\").\n\n                                   RECITALS:\n\n     Rite Aid is a leading drugstore in the United States with over 3800 stores.\n\n     drugstore.com is a leading Web-based drugstore.\n\n     In consideration of the agreements, covenants and conditions set forth\nherein, intending to be legally bound, the parties hereto agree as follows:\n\nSection 1.  Definitions\n\n     Whenever used in this Agreement with initial letters capitalized, the\nfollowing terms will have the following specified meanings:\n\n     \"Above the Fold\" means situated within the portion of a page that is\ndesigned to be visible on a standard computer screen without requiring the user\nto scroll horizontally or vertically through the page, currently a resolution of\n800 pixels by 600 pixels (such resolution to be updated through the Term as the\ndrugstore.com default design resolution changes).\n\n     \"Action Links\" means the hypertext links that direct users to different\nareas of a single site or to new sites entirely.\n\n     \"Affiliate\" means, with respect to a party, any Person that, directly or\nindirectly, Controls, or is Controlled by, or is under common Control with, such\nparty.\n\n     \"Confidential Information\" means the existence and terms of this Agreement\nand all trade secrets, know-how and nonpublic information that relates to\nresearch, development, trade secrets, know-how, inventions, source codes,\ntechnical data, software programming, concepts, designs, procedures,\nmanufacturing, purchasing, accounting, engineering, marketing, merchandising,\nselling, business plans or strategies and other proprietary or confidential\ninformation, protectable under the laws of the United States or any other\nnation, state or jurisdiction (including, but not limited to, any foreign\nequivalents thereto).\n \n                                                                               2\n\n     \"Control\" means the possession, directly or indirectly, of the power to\ndirect or cause the direction of the management and policies of a Person,\nwhether by contract or through the ownership of voting securities, including the\nownership of more than fifty percent (50%) of the equity, partnership or similar\ninterest in such Person.\n\n     \"Competitor\" (i) of Rite Aid means (a) a Pharmacy Competitor, (b) a Third\nParty that is a supermarket and\/or (c) a Third Party that is a mass retail\nmerchandiser (such as Walmart or Target), (ii) of PCS means a Third Party\nengaged in the business of pharmacy benefit management that claims to cover more\nthan 6,000,000 members, and (iii) of drugstore.com means (a) a Pharmacy\nCompetitor, (b) a Third Party that sells products or offers services typically\nfound in an Offline Retail Drugstore via the Internet, (c) a Third Party that is\na supermarket and\/or (d) a Third Party that is a mass retail merchandiser (such\nas Walmart or Target).\n\n     \"Derivative\" means (a) any enhancement, improvement or modification or (b)\nany \"derivative work\" (as such term is defined in the U.S. Copyright Act, as\namended from time to time).\n\n     \"Drugstore Chain\" means any Third Party that Controls 10 or more Offline\nRetail Drugstores whether or not all such stores operate under the same name or\nTrademark.\n\n     \"drugstore.com IPR\" means (i) any and all IPR owned or licensable without\ncost to drugstore.com by drugstore.com or any entity that it Controls, and (ii)\nall Rite Aid Technology Derivatives and Derivatives of Rite Aid Technology\nDerivatives made by or at the direction of drugstore.com or any entity that it\nControls.\n\n     \"drugstore.com Site\" means the site currently located at www.drugstore.com\n(and any successor site, Mirror site or sites of any entity Controlled by\ndrugstore.com).\n\n     \"Effective Time\" has the meaning given to it in Section 16.14.\n\n     \"Home Page\" means (i) with respect to the drugstore.com Site, the page that\nis displayed to the user when the URL www.drugstore.com or any successor URL is\nentered, (ii) with respect to the Rite Aid Site, the page that is displayed to\nthe user when the URL www.riteaid.com or any successor URL is entered, and (iii)\nwith respect to the PCS Site, the page that is displayed to the user when the\nURL www.PCSRx.com or any successor URL is entered.\n\n     \"including\" or \"included,\" when used herein, shall be deemed to be followed\nby the words \"without limitation.\"\n\n     \"Internet\" means the Internet or the World Wide Web (or any successor or\nother online network including those using delivery over television, cable, set\ntop boxes, \n\n \n                                                                           \n\nintranets, extranets and personal digital assistants (but not including using\nany personal digital assistant or other device as a telephone)).\n\n     \"IPR\" means any copyright, Trademark, patent, trade secret, moral right or\nother intellectual property or proprietary right of any kind (including\napplications therefor and, in the case of patents, any continuation or\ndivisional patent applications claiming priority thereto), whether arising under\nthe laws of the United States or any other nation, state or jurisdiction\n(including any foreign equivalents thereto).\n\n     \"Joint IPR\" means (i) any Derivatives of (a) Rite Aid Technology or (b)\nRite Aid Technology Derivatives, or (ii) any new IPR, in each case that is\ncreated jointly by, or at the direction of, the parties.\n\n     \"Mirror site\" means an Internet site that (i) contains the exact form and\ncontent of a site, (ii) is located at a geographic location distinct from a site\nand (iii) is created for the purpose of improving the performance of and\naccessibility to a site.\n\n     \"Offline Retail Drugstore\" means any Third Party drugstore that allows\ncustomers to pick up orders for products at that drugstore.\n\n     \"PCS\" means PCS Health Systems, Inc., a Delaware corporation.\n\n     \"PCS Preferred Network\" means any retail network of Offline Retail\nDrugstores established by PCS to fill drugstore.com customer orders for local\nprescription pickup.\n\n     \"PCS Site\" means the site currently located at www.PCSRx.com (and any\nsuccessor site, Mirror site or sites of any entity Controlled by PCS).\n\n     \"Permitted Store\" means a Rite Aid retail drugstore and an Offline Retail\nDrugstore that is a member of the PCS Preferred Network.\n\n     \"Person\" means any individual, corporation, partnership, limited liability\ncompany, trust, association or other entity or organization, including any\ngovernmental or political subdivision or any agency or instrumentality thereof.\n\n     \"Pharmaceutical Products\" means any product that under law may not be\ndispensed except pursuant to a prescription dispensed by a licensed\nprofessional.\n\n     \"Pharmacy Agreement\" means the Pharmacy Supply and Services Agreement dated\nthe date hereof between drugstore.com and Rite Aid.\n\n     \"Pharmacy Competitor\" means any Third Party that is a Drugstore Chain or\nwhose business substantially consists of the sale of Pharmaceutical Products to\nconsumers.\n\n \n                                                                               4\n\n     \"Pharmacy Services Page\" means the first page a user sees on the\ndrugstore.com Site after clicking on the pharmacy tab, currently located at\nwww.drugstore.com\/pharmacy.\n\n     \"Rite Aid Formulary\" means Rite Aid's or PCS's list of approved\nPharmaceutical Products and vendors.\n\n     \"Rite Aid IPR\" means any and all IPR owned or licensable without cost to\nRide Aid by Rite Aid or any entity that it Controls, including the Rite Aid\nTechnology and the Rite Aid Technology Derivatives and Derivatives of Rite Aid\nTechnology Derivatives made by or at the direction of Rite Aid or any entity\nthat it Controls.\n\n     \"Rite Aid Site\" means the site currently located at www.riteaid.com (and\nany successor site, Mirror site or sites of any entity Controlled by Rite Aid).\n\n     \"Rite Aid Technology\" means the software (in both source and object code\nforms) set forth on Exhibit A, to the extent owned or licensable (without cost\nto Rite Aid) by Rite Aid during the Term.\n\n     \"Rite Aid Technology Derivative\" means a Derivative of any Rite Aid\nTechnology.\n\n     \"Rite Aid Trademarks\" means the Trademarks owned by Rite Aid set forth on\nExhibit B.\n\n     \"Rollover Bar\" means the textual bar that is displayed below the tabs on a\npage.\n\n     \"Series E Preferred Stock Purchase Agreement\" means the Series E Preferred\nStock Purchase Agreement of even date herewith by and among drugstore.com, Rite\nAid, General Nutrition Companies, Inc. and General Nutrition Investment Company.\n\n     \"Stock\" means the capital stock of drugstore.com purchased by Rite Aid\npursuant to the Series E Preferred Stock Purchase Agreement.\n\n     \"Term\" means the period commencing on the Effective Time and ending on the\ntenth anniversary of such date, subject to extension in accordance with Section\n15.5.\n\n     \"Third Party\" means any Person that is not a party hereto or a wholly owned\nAffiliate of a party hereto.\n\n     \"Trademark(s)\" means all common law or registered trademarks, logos,\nservice marks, trade names, Internet domain names and trade dress rights and\nsimilar or \n \n                                                                               5\n\nrelated rights arising under any of the laws of the United States or any other\ncountry or jurisdiction, whether now existing or hereafter adopted or acquired.\n\nSection 2.  Payer Contracts\n\n     Rite Aid will use commercially reasonable efforts to assist drugstore.com\nin obtaining provider numbers from payers engaged in the business of\nestablishing and administering networks of pharmacies at which prescriptions for\nPharmaceutical Products may be filled for individuals whose prescriptions are\npaid for by insurers, health plans and other Third Parties.\n\nSection 3.  Pharmacy Information\n\n     3.1  Subject to customer and any other required consents, the parties will\n(i) share customer insurance and drug profiles to pre-populate customer profiles\non the drugstore.com Site and (ii) systematically and promptly update each\nother's shared customer profiles to reflect any new information acquired with\nrespect to any such profiles.  Rite Aid will provide drugstore.com with its\nprivacy policy for inclusion on the drugstore.com Site.  Rite Aid and\ndrugstore.com will, as between one and the other, own customer data related to\nthe sale of Pharmaceutical Products as follows:  (a) Rite Aid will own all such\ndata relating to customers that fill their prescriptions at Rite Aid retail\nstores which prescriptions are not ordered by the customer through the\ndrugstore.com Site; (b) Rite Aid and drugstore.com will co-own all such data\nrelating to (i) customers whose orders are filled by Rite Aid under the Pharmacy\nAgreement and (ii) customers whose orders are processed by drugstore.com using\nthe Rite Aid Technology; and (c) drugstore.com will own all other customer data.\n\n     3.2  With respect to customers whose orders are filled by Rite Aid and\nshipped by drugstore.com, Rite Aid shall neither transmit nor disclose such\ncustomers' data to Third Parties nor shall it use such customers' data to market\nto such customers.\n\nSection 4.  Exclusivity\n\n     4.1  Rite Aid will not, and will not permit any entity that it Controls to,\n(i) directly or indirectly, sell to or take orders from consumers for products\nover the Internet or (ii) promote any Person other than drugstore.com that is\nengaged in any activity described in clause (i) above; provided, however, that\nRite Aid may (1)  sell products over the Internet that drugstore.com elects not\nto sell after having been provided the opportunity to sell such products in\naccordance with the procedures set forth below, (2) advertise the Rite Aid Site\nand the PCS Site without reference to the drugstore.com Site and (3) in its\nstores and on the Rite Aid Site and PCS Site, permit advertisements and other\npromotional materials from manufacturers, including a reference to such\nmanufacturers own URL's, provided that the site referenced includes only\ninformation and products from that manufacturer.  If Rite Aid or any entity that\nit Controls desires to sell any product to consumers over the Internet pursuant\nto clause \n \n                                                                               6\n\n(1) above, it shall first offer drugstore.com the opportunity to sell such\nproduct on the drugstore.com Site. drugstore.com will have 10 days from the date\nof receipt of such notification to determine whether to sell such product. In\nthe event drugstore.com opts to sell such product, it must commence such sale as\nsoon as reasonably practicable.\n\n     4.2  drugstore.com will not, and will not permit any entity that it\nControls to (i) promote any Offline Retail Drugstore, (ii) operate or contract\nwith any Person to operate or manage an Offline Retail Drugstore on behalf of\ndrugstore.com, (iii) operate or manage an Offline Retail Drugstore on behalf of\nany Third Party, (iv) contract with any Third Party, other than Rite Aid or PCS\nor their Affiliates, for the filling of orders for Pharmaceutical Products\nplaced on any drugstore.com Site(s), (v) promote a Pharmaceutical Product that\nis not on the Rite Aid Formulary without first offering such promotional\nopportunity to a manufacturer listed on the Rite Aid Formulary or (vi) operate\nor establish directly or through any entity it Controls, a network of Offline\nRetail Drugstores at which orders for Pharmaceutical Products can be filled;\nprovided, however, that the foregoing shall not prohibit drugstore.com or any\nentity that it Controls from doing any or all of the following (1) with respect\nto a customer whose Pharmaceutical Products are paid for, in whole or in part,\nby an insurer, employer or other Third Party pursuant to a pharmacy benefit plan\nadministered by PCS, accepting orders for Pharmaceutical Products that are to be\navailable to the customer for pick-up at an Offline Retail Drugstore, provided,\nthat the Offline Retail Drugstore is either (A) a Permitted Store or (B) located\nmore than five (5) miles from a Permitted Store or (2) applying for, obtaining\nand operating the drugstore.com mail order pharmacy under a provider number\nassigned to drugstore.com by a pharmacy benefit manager or (3) no earlier than\nnine months from the date Rite Aid is obligated to commence providing pharmacy\nservices at Rite Aid retail stores pursuant to the Pharmacy Agreement, with\nrespect to a customer whose Pharmaceutical Products are paid for, in whole or in\npart, by an insurer, employer or other Third Party pursuant to a pharmacy\nbenefit plan administered by an entity other than PCS, accepting orders for\nPharmaceutical Products that are to be available to the customer for pick-up at\nan Offline Retail Drugstore, provided that (x) any such Offline Retail Drugstore\nis located more than five (5) miles from any Rite Aid retail store and (y) if\ndrugstore.com is contracting with any such Offline Retail Drugstore through a\npharmacy benefit plan administrator, Rite Aid has been offered the opportunity\nto have Rite Aid retail stores fill orders for Pharmaceutical Products for such\ncustomers on the same terms as such other Offline Retail Drugstore.\n\n     4.3  Notwithstanding any of the foregoing, drugstore.com is permitted to\nindicate on the drugstore.com Site the availability of retail pickup at Offline\nRetail Drugstores other than those owned or operated by Rite Aid, provided, that\nin those areas in which Rite Aid has a retail presence, drugstore.com customers\nwill always be presented with Rite Aid Offline Retail Drugstores as their first\noption, including by listing all Rite Aid Offline Retail Drugstores first in any\nstore locator feature on the drugstore.com Site.\n \n                                                                               7\n\n     4.4  Rite Aid will not fill orders for Pharmaceutical Products for entities\nother than drugstore.com that are engaged in the dispensing of Pharmaceutical\nProducts to customers who place orders via the Internet (an \"Internet\nDrugstore\").\n\n     4.5  drugstore.com shall not (i) brand any area of the drugstore.com Site\nwith the Trademark of any Rite Aid Competitor, or (ii) offer for sale or promote\non the drugstore.com Site any private label product of any Rite Aid Competitor.\n\n     4.6  The provisions of this Section 4 will not be applicable to\ndrugstore.com's operations outside the United States and shall not limit\ndrugstore.com's ability to partner with and promote an Offline Retail Drugstore\nthat has no Offline Retail Drugstore in the United States.  In the event any\nsuch non-U.S. partner subsequently develops any presence in the United States,\nincluding by purchasing an Offline Retail Drugstore in the United States,\ndrugstore.com shall forthwith take any actions that may be necessary to place it\nin compliance with this Agreement.\n\n     4.7  On the date Rite Aid is first obligated to commence the provision of\npharmacy services at its retail stores pursuant to the Pharmacy Agreement, Rite\nAid shall:  (i) cease accepting orders for or filling prescriptions through the\nRite Aid Site; (ii) redirect via a hypertext link all customers that visit the\nRite Aid Site to the Pharmacy Services Page; (iii) notify its customers of its\nnew relationship with drugstore.com by posting a notice on the Rite Aid Site;\nand (iv) notify via e-mail those customers who have previously agreed to accept\ne-mail messages from Rite Aid of its new relationship with drugstore.com.\n\nSection 5.  Brands and Advertising\n\n     The pharmacy at the drugstore.com Site shall be co-branded with a Rite Aid\nTrademark.  Where feasible, all advertising material primarily relating to\npharmacy shall refer to the pharmacy as \"the Pharmacy from Rite Aid and\ndrugstore.com.\"\n\n     5.1  drugstore.com Home Page\n\n          5.1.1  One of the Rite Aid Trademarks designated by Rite Aid shall be\nfeatured Above the Fold on the Home Page of the drugstore.com Site.  This Rite\nAid Trademark shall not be smaller than a title of any module on the\ndrugstore.com Home Page with the exception of the showcase module, which shall\nlikely be larger.  The word \"Rite Aid\" shall be included in the Rollover Bar for\nthe \"pharmacy\" tab so long as the \"pharmacy\" tab and Rollover Bar exist on the\ndrugstore.com Site.\n\n     A sample drugstore.com Home Page, indicating representative samples of what\ndrugstore.com considers a \"title,\" a \"module\" and the \"showcase module,\" is\nattached hereto as Schedule 5.1.  Rite Aid acknowledges that the format of the\ndrugstore.com Home Page may evolve over the Term.  In the event drugstore.com\nchanges its format so that it does not use modules or titles, the parties shall\nnegotiate the placement of the \n \n                                                                               8\n\nRite Aid Trademark on the reformatted drugstore.com Home Page with the intent\nthat the Rite Aid Trademark shall have substantially similar prominence on the\nreformatted drugstore.com Home Page.\n\n          5.1.2  Rite Aid shall provide drugstore.com with samples of Rite Aid\nTrademarks for use in advertising and on the drugstore.com Site.  Without Rite\nAid's prior written approval, drugstore.com may not use Trademarks owned by Rite\nAid other than the Rite Aid Trademarks used on the drugstore.com Site or in\nconnection with its advertising of the drugstore.com Site.\n\n          5.1.3  Rite Aid shall provide drugstore.com with a set of pre-approved\nstatements to describe the Rite Aid pharmacy.  Any one of such statements may be\nfeatured with the Rite Aid Trademarks on the drugstore.com Home Page.\n\n          5.1.4  Subject to Section 5.4, the parties shall collaborate on the\ncontent included in, and the presentation of, the Action Links, provided that\ndrugstore.com shall have the final right of approval with respect to such\ncontent and presentation.\n\n     5.2  Rite Aid and PCS Home Pages\n\n          5.2.1  One of the drugstore.com Trademarks designated by drugstore.com\nshall be featured prominently Above the Fold on the Home Pages of the Rite Aid\nSite and the PCS Site together with clear reference to the pharmacy services\nprovided at the drugstore.com Site using statements mutually agreed upon by the\nparties.  With the exception of the Rite Aid Trademark, the drugstore.com\nTrademark shall not be smaller than any other Trademarks placed on the Rite Aid\nSite or the PCS Site.\n\n          5.2.2  drugstore.com shall provide Rite Aid and PCS with samples of\ndrugstore.com Trademarks for use in advertising and on the Rite Aid Site and the\nPCS Site.  Without drugstore.com's written approval, neither Rite Aid nor PCS\nmay use Trademarks owned by drugstore.com other than the drugstore.com\nTrademarks used on the Rite Aid Site and the PCS Site or in connection with Rite\nAid's and PCS's advertising of the Rite Aid Site and the PCS Site, respectively.\n\n          5.2.3  Subject to Section 5.4, Rite Aid and drugstore.com and PCS,\nrespectively, shall collaborate on the content included in, and the presentation\nof, the Action Links, provided that Rite Aid or PCS, as applicable, shall have\nthe final right of approval with respect to such content and presentation.\n\n     5.3  Pharmacy Services Page\n\n          5.3.1  At the commencement of the Term, and until changed as provided\nherein, a Rite Aid Trademark designated by Rite Aid shall appear immediately\nbelow the top navigation bar on the Pharmacy Services Page.  Any change of the\nlocation of any such Rite Aid Trademark must be pre-approved by Rite Aid.  The\nword \"Rite Aid\" \n \n                                                                               9\n\nshall be included in the Rollover Bar for the \"pharmacy\" tab so long as the\n\"pharmacy\" tab and Rollover Bar exist on the drugstore.com Site.\n\n          5.3.2  At the request of drugstore.com, Rite Aid shall provide\ndrugstore.com with a set of Frequently Asked Questions (\"FAQs\") and answers\nthereto to be used by drugstore.com at its option in conjunction with\ndrugstore.com's FAQs, provided that drugstore.com must incorporate any updates\nprovided by Rite Aid into any Rite Aid FAQs and answers it uses.\n\n          5.3.3  Subject to Section 5.4, the parties shall collaborate on the\ncontent included on the Pharmacy Services Page and use of the Rite Aid\nTrademarks on the Pharmacy Services Page, provided that drugstore.com shall have\nthe final right of approval with respect to such content and use.\n\n     5.4  Content\n\n          5.4.1.  Rite Aid shall not knowingly publish on the Rite Aid Site, and\ndrugstore.com shall not knowingly publish on the drugstore.com Site, any\ncontent, including Action Links, that is contrary to law or false or misleading\nin any material respect.  Any content that either party reasonably determines to\nbe contrary to law or false or misleading in any material respect shall be\nremoved, upon notice from the determining party, as soon as practicable by the\noffending party.  After such removal, the parties may bring the dispute to the\nadvertising liaisons for immediate resolution.\n\n          5.4.2.  Rite Aid shall have final approval regarding any\nrepresentations made relating to the quality of Rite Aid pharmacy and Rite Aid\npharmacist services. drugstore.com shall have final approval regarding any\nrepresentations made relating to the quality of drugstore.com pharmacy and\ndrugstore.com pharmacist services.\n\n     5.5  drugstore.com Advertising Obligations\n\n          5.5.1  All drugstore.com advertising through a medium other than the\ndrugstore.com Site and primarily focused on the pharmacy services provided by\ndrugstore.com shall be co-branded with the drugstore.com and Rite Aid\nTrademarks.\n\n          5.5.2  Unless made in close conjunction with a reference to a Rite Aid\nTrademark or in e-mails from drugstore.com to its customers, statements\nregarding the pharmacists in advertising and on the pages of the drugstore.com\nSite shall identify the pharmacists as \"the pharmacists from Rite Aid and\ndrugstore.com.\"\n\n          5.5.3  The parties shall collaborate on efforts related to the cross-\nmarketing of pharmacy services with nutritional supplements.  drugstore.com\nagrees to participate in an initial project whereby Rite Aid will provide\ndrugstore.com with a list of 6-10 items that drugstore.com shall use for such\ncross-marketing purposes. \n \n                                                                              10\n\ndrugstore.com shall have final approval with respect to any decisions relating\nto any such cross-marketing.\n\n          5.5.4  If drugstore.com generally makes available to Third Parties\nbanner advertisements on the drugstore.com Site, drugstore.com will use some of\nits house inventory to promote the co-branded drugstore.com\/Rite Aid pharmacy.\nExcept as set forth in Section 4.2, drugstore.com will not accept advertising\nfrom any of (i) a Rite Aid Competitor, (ii) a PCS Competitor or (iii) an entity\nnot on the Rite Aid Formulary.\n\n     5.6  Rite Aid Advertising Obligations\n\n          5.6.1  During each year of the Term, Rite Aid shall include\ndrugstore.com in its advertising efforts such that the drugstore.com Trademarks\nor tagline are featured in an amount of media (measured by the actual dollar\ncost to Rite Aid) equal to at least 25% of Rite Aid's actual annual marketing\nexpenditures as reflected in Rite Aid's books and records (based on Rite Aid's\nfiscal year and pro rata for any portion thereof). In all media except audio-\nonly media, a drugstore.com Trademark shall be displayed and in audio media,\nincluding television and radio, the drugstore.com name must be stated.\n\n     drugstore.com will be entitled to audit Rite Aid's applicable books and\nrecords on an annual basis in order to monitor Rite Aid's compliance with the\nforegoing obligations.  Such audit shall take place at such location where Rite\nAid maintains its books and records and during reasonable business hours and may\nbe assisted by drugstore.com's accountants.  In connection with any such audit,\nRite Aid shall provide drugstore.com and its accountants with access to the\napplicable books and records and to appropriate employees of Rite Aid, and shall\notherwise cooperate with such audit in a reasonable manner.  All audits shall be\nat the expense of drugstore.com; provided, however, that if any annual audit\nreveals non-compliance by Rite Aid of 5% or more, such audit shall be at the\nexpense of Rite Aid.  In the event any annual audit reveals a shortfall in Rite\nAid's annual spending obligations under this Section 5.6.1, Rite Aid shall make\nup such shortfall in the succeeding six months in addition to its spending\nobligations during such succeeding period.  Subject to seasonality, Rite Aid\nagrees that its annual spending obligations under this Section 5.6.1 shall be\nspread reasonably evenly throughout each year of the Term.\n\n          5.6.2  Rite Aid shall as soon as practicable implement the following\nefforts in addition to its advertising obligations under Section 5.6.1:  (i)\ndrugstore.com branding on Rite Aid shopping bags and Rx bags; (ii) drugstore.com\nbranding on in-store signage as appropriate; (iii) printing of the drugstore.com\nURL, www.drugstore.com, on cash register receipts; (iv) co-branding vial caps\n(with logos and a design to be mutually agreed upon) for use with all\nprescriptions filled by Rite Aid; and (v) to the extent practicable, preprinting\nof the drugstore.com URL on all prescription labels used on prescriptions filled\nthrough the drugstore.com Site.  The \n \n                                                                              11\n\nrequirements of this Section 5.6.2 shall not preclude Rite Aid from using its\ncurrent inventory, if any, of any of the foregoing items.\n\n          5.6.3  The parties' obligations under this Section 5 shall begin as\nsoon as commercially reasonable following the initial promotion on\ndrugstore.com's Home Page of Rite Aid and its association with drugstore.com's\npharmacy services.\n\n          5.6.4  In the event of any dispute concerning Rite-Aid's advertising-\nrelated obligations, the parties will follow the dispute resolution procedures\nset forth in Section 14.\n\nSection 6.  Merchandising\n\n     6.1  Rite Aid Assistance\n\n     To assist drugstore.com in its merchandising efforts, Rite Aid will do the\nfollowing:  (i) introduce drugstore.com to its vendors; (ii) use reasonable\nefforts consistent with applicable laws to encourage vendors to provide\ndrugstore.com best pricing and cooperative marketing opportunities; (iii) invite\ndrugstore.com to its annual vendor meetings and provide drugstore.com a booth at\nits annual tradeshow; (iv) conduct annual category management best practices\nseminars; (v) collaborate in the development of unique marketing concepts to\njointly pursue with vendors; and (vi) provide drugstore.com the right to\npurchase those nonpharmacy products that Rite Aid regularly stocks in its\ndistribution centers directly from Rite Aid at the prices and terms set forth in\nSchedule 6.1.\n\n     6.2  Assortment\n\n     drugstore.com will determine in its sole discretion the assortment,\npricing, promotions and other marketing and merchandising activities associated\nwith the drugstore.com Site.  Each party will present to the other party on a\nquarterly basis their product assortment plans, although both parties\nacknowledge that these plans may change in the sole discretion of the planning\nparty.\n \n                                                                              12\n\nSection 7.  Technology Integration and License\n\n     7.1  Technology Integration\n\n     The integration of Rite Aid Technology with drugstore.com's pharmacy\nsystems shall take place in accordance with the specification and schedule\noutlined in Schedule 7.1.  Rite Aid and drugstore.com each agree to use their\nbest efforts to accomplish the technology integration described in Schedule 7.1\non the schedule set forth therein.  Each party will pay its own costs associated\nwith the technology integration.  Rite Aid and drugstore.com will each assign to\nthe projects described in Schedule 7.1 at least the minimum number of technology\npersonnel set forth in Schedule 7.1.  As soon as practicable after the Effective\nTime, the parties will agree on a procedure for resolving issues relating to\ntechnology integration and technology support that will involve an escalation to\nsenior management such that all issues may be resolved as soon as possible.\n\n     7.2  License to IPR\n\n          7.2.1  Rite Aid hereby grants to drugstore.com, and its wholly owned\nAffiliates, a royalty-free, worldwide, nonexclusive license (without any right\nto transfer or sublicense) under the Rite Aid IPR, to use, copy, publicly\ndisplay, publicly perform, and create Derivatives of, the Rite Aid Technology\nand Rite Aid Technology Derivatives made by Rite Aid, for use in connection with\nthe drugstore.com business.  The foregoing license grant is worldwide, provided\nthat drugstore.com shall not use, publicly display or publicly perform the Rite\nAid Technology and\/or Rite Aid Technology Derivatives in or at any Offline\nRetail Drugstore owned or operated by drugstore.com or any entity that it\nControls anywhere in the world.\n\n          7.2.2  drugstore.com hereby grants to Rite Aid, and its wholly owned\nAffiliates, a royalty-free, worldwide, nonexclusive license (without any right\nto transfer or sublicense) under the drugstore.com IPR, to use, copy, publicly\ndisplay, publicly perform, and create Derivatives of, the Rite Aid Technology\nDerivatives made by drugstore.com, for use in connection with the Rite Aid\nbusiness.  The foregoing license grant is subject to any limitations imposed by\nThird Parties on drugstore.com and the terms and conditions of this Agreement,\nincluding the exclusivity provisions set forth in Section 4.\n\n     7.3  License to Trademarks\n\n          7.3.1  drugstore.com hereby grants to Rite Aid and any of its wholly\nowned entities a non-exclusive, royalty-free, worldwide license in all\njurisdictions in which drugstore.com has any rights, to use, reproduce,\ndistribute and display the drugstore.com Trademarks in connection with the Rite\nAid pharmacy operations and the agreements among the parties with respect to\nmerchandising and advertising.\n \n                                                                              13\n\n          7.3.2  Rite Aid hereby grants to drugstore.com and any of its wholly\nowned entities a non-exclusive, royalty-free, worldwide license in all\njurisdictions in which Rite Aid has any rights, to use, reproduce, distribute\nand display the Rite Aid Trademarks in connection with the drugstore.com\npharmacy operations and the agreements among the parties with respect to\nmerchandising and advertising.\n\n          7.3.3  Each party shall have the right to exercise quality control\nover the use of its Trademarks by the other party to the degree necessary, in\nthe sole opinion of the owner of such Trademarks, to maintain the validity and\nenforceability of such Trademarks and to protect the goodwill associated\ntherewith. Each party shall, in its use of the other's Trademarks, adhere to a\nlevel of quality at least as high as that used by such party in connection with\nits use of its own Trademarks. If the owner of a Trademark, in its reasonable\nopinion, finds that use of such Trademark by the other party materially\nthreatens the goodwill of such Trademark, the user of such Trademark shall, upon\nnotice from the owner, immediately, and no later than ten (10) days after\nreceipt of such owner's notice, take all measures reasonably necessary to\ncorrect the deviation(s) or misrepresentation(s) in, or misuse of, the\napplicable Trademark.\n\n          7.3.4  Each party shall use the other's Trademarks in accordance with\nsound trademark and trade name usage principles and in compliance with all\napplicable laws and regulations of the United States (including all laws and\nregulations relating to the maintenance of the validity and enforceability of\nsuch Trademarks) and shall not use the Trademarks in any manner that might\ntarnish, disparage, or reflect adversely on the Trademarks or the owner of such\nTrademarks. Each party shall use, in connection with the other's Trademarks, all\nlegends, notices and markings required by law. No party may materially alter the\nappearance of another's Trademarks in any advertising, marketing, distribution,\nor sales materials, or any other publicly distributed materials without the\nprior written consent of the other party.\n\n     7.4  Access to Rite Aid Technology\n\n     Rite Aid will provide drugstore.com with user identifications and passwords\non an as-needed basis for the purpose of filling prescriptions for\nPharmaceutical Products.  All use of the user identifications, passwords and\nRite Aid Technology shall be subject to Rite Aid's then-current privacy, data\naccess, and other applicable policies.\n\n     7.5  Reservation of Rights\n\n     Rite Aid reserves ownership of the Rite Aid Technology.  Except as\nspecifically authorized or granted hereunder, no right, title or interest in, to\nor under any of the Rite Aid Technology is granted, created, assigned or\notherwise transferred to drugstore.com pursuant to or by virtue of this\nAgreement.\n\n     7.6  Maintenance of drugstore.com Site\n \n                                                                              14\n\n\n     drugstore.com shall use reasonable efforts to maintain the drugstore.com\nSite such that up-time, scalability, back-up capability, security and response\ntime meet the then current generally accepted standards for E-commerce sites on\nthe World Wide Web.\n\n     7.7  Amazon Technology\n\n     Rite Aid and drugstore.com acknowledge that nothing in this Agreement will\nconstitute a license in, or otherwise transfer any rights relating to, any IPR\nowned or Controlled by Amazon.com, Inc. or its corporate Affiliates.\ndrugstore.com agrees that it will not incorporate any Amazon.com, Inc.\ntechnology or IPR into any Rite Aid Technology, Rite Aid Technology Derivative,\nor any Derivative of the foregoing.\n\nSection 8.  IPR Ownership\n\n     8.1  Ownership by Rite Aid\n\n     As between Rite Aid and drugstore.com, Rite Aid shall own all Rite Aid IPR.\n\n     8.2  Ownership by drugstore.com\n\n     As between Rite Aid and drugstore.com, drugstore.com shall own all\ndrugstore.com IPR.\n\n     8.3  Underlying Work\n\n     Notwithstanding the provisions of Section 8.1 and 8.2, the ownership of a\nDerivative shall not in itself convey any ownership or exploitation rights in\nthe underlying work from which the Derivative was created.\n\n     8.4  Joint Ownership\n\n     The parties shall jointly own any Joint IPR, without any obligation to\naccount to the other for any revenues earned from the exploitation of the Joint\nIPR.  These ownership rights are subject to the terms and conditions of this\nAgreement, including the exclusivity provisions set forth in Section 4.\nNotwithstanding each party's ownership interest, (i) Rite Aid shall not transfer\nthe Joint IPR to, or use the Joint IPR in connection with, any business that is\noperated by, with or for, or branded by, with or for, a Pharmacy Competitor; and\n(ii) drugstore.com shall not transfer the Joint IPR to, or use the Joint IPR in\nconnection with, any business operated by, with or for, or branded by, with or\nfor, a Pharmacy Competitor.  The foregoing limitation on ownership interests\nshall survive the expiration or termination of this Agreement for any reason.\n\n     8.5  Assistance in Perfecting Title\n \n                                                                              15\n\n     During and after the Term, each party shall, at the other party's expense,\nperform any actions and execute any documents necessary to perfect the other\nparty's title in its IPR.\n\nSection 9.  Technical and Advertising Communications\n\n     9.1  Advertising\n\n     The parties will:\n\n     (i) each appoint a liaison to oversee and address issues and disputes\n     regarding ongoing advertising activities; and\n\n     (ii) each appoint one senior marketing representative, that will meet on at\n     least a calendar quarterly basis to discuss opportunities and establish\n     advertising goals of the parties for the next calendar quarter, establish\n     general long term marketing strategies and review Rite Aid's marketing\n     expenditures for the prior quarter pursuant to Section 5.6.\n\n     Any advertising-related dispute not resolved by the liaisons shall be\nsubject to the dispute resolution procedures set forth in Section 14.\n\n     9.2  Joint Technology Support\n\n          9.2.1.  As requested by drugstore.com, Rite Aid will provide to\ndrugstore.com copies of the Rite Aid Technology in such manner as mutually\nagreed upon by the parties for use by drugstore.com in accordance with the terms\nof this Agreement.\n\n          9.2.2.  The parties will:\n\n                 (a) each appoint a technical liaison to oversee and address\n          issues regarding the parties' ongoing efforts to integrate the Rite\n          Aid Technology with the drugstore.com systems; and\n\n                 (b) provide to each other updated copies, if any, of the Rite\n          Aid Technology and the Rite Aid Technology Derivatives on a periodic\n          basis when available, in such manner and at such times as mutually\n          agreed upon by the parties, for use by the parties in accordance with\n          the terms of this Agreement.\n\n          9.2.3 Any technology-related dispute not resolved by the liaisons\nshall be subject to the dispute resolution procedures set forth in Section 14.\n\n          9.3  Oversight\n \n                                                                              16\n\n     Each party will appoint a senior executive officer to oversee and have\noverall responsibility for the administration of this Agreement and the parties'\nbusiness relationship contemplated by this Agreement and the Pharmacy Agreement.\nSuch senior executive officers will meet, either in person or by telephone\nconference, at least once each calendar quarter.\n\nSection 10.    Representations and Warranties\n\n     10.1  Representations and Warranties of drugstore.com\n\n     10.1.1 drugstore.com hereby represents and warrants to Rite Aid:\n\n              (a) Authorization. All corporate action on the part of\n          drugstore.com, its officers, directors and stockholders necessary for\n          the authorization, execution and delivery of this Agreement, the PCS\n          Provider Agreement by and between drugstore.com and PCS, the Eagle\n          Provider Agreement by and between drugstore.com and Eagle Managed Care\n          (\"Eagle\"), the Addendum to Provider Agreements by and among\n          drugstore.com, Rite Aid, PCS and Eagle and the Pharmacy Agreement\n          (collectively, the \"Agreements\"), and the performance of all\n          obligations of drugstore.com hereunder and thereunder has been taken,\n          and the Agreements, when executed and delivered by drugstore.com, will\n          constitute valid and legally binding obligations of drugstore.com,\n          enforceable against drugstore.com in accordance with their terms\n          except as limited by applicable bankruptcy, insolvency,\n          reorganization, moratorium, fraudulent conveyance, and other laws of\n          general application affecting enforcement of creditors' rights\n          generally, as limited by laws relating to the availability of specific\n          performance, injunctive relief, or other equitable remedies.\n\n              (b) Intellectual Property. To its knowledge, drugstore.com owns or\n          possesses sufficient legal rights to all IPR necessary for its\n          business as now conducted without any conflict with, or infringement\n          of, the rights of others. drugstore.com has not received any written\n          communications alleging that any drugstore.com technology or\n          drugstore.com Trademarks have violated or would violate any of the IPR\n          of any Third Party. drugstore.com is not aware that any of its\n          employees is obligated under any contract or other agreement, or\n          subject to any judgment, decree or order of any court or\n          administrative agency, that would interfere with such employee's\n          ability to promote the interests of drugstore.com or that would\n          conflict with drugstore.com's business. Neither the execution,\n          delivery or performance of the Agreements, nor the carrying on of\n          drugstore.com's business as now conducted by the employees of\n          drugstore.com, will, to drugstore.com's knowledge,\n \n                                                                              17\n\n          conflict with or result in a breach of the terms, conditions, or\n          provisions of, or constitute a default under, any contract, covenant\n          or instrument under which any such employee is now obligated.\n          drugstore.com does not believe it is or will be necessary to use any\n          inventions of any of its employees (or persons it currently intends to\n          hire) made prior to their employment by drugstore.com\n     \n               (c) Compliance with Other Instruments. The execution, delivery\n          and performance of the Agreements and the consummation of the\n          transactions contemplated thereby will not result in any violation of\n          or be in conflict with or constitute, with or without the passage of\n          time and giving of notice, a default under any provision of\n          drugstore.com's or any of its subsidiaries' charter or bylaws or any\n          instrument, judgment, order, writ, decree or contract to which\n          drugstore.com or any of its subsidiaries is a party or by which\n          drugstore.com or any of its subsidiaries is bound, or any provision of\n          any federal or state statute, rule or regulation applicable to\n          drugstore.com or any of its subsidiaries, the effect of which would\n          have a material adverse effect on the ability of drugstore.com or any\n          of its subsidiaries to perform its obligations under the Agreements or\n          result in the creation of any lien, charge or encumbrance upon any\n          assets of drugstore.com or any of its subsidiaries.\n\n                         (d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE\n          CONTRARY, DRUGSTORE.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY\n          KIND WHATSOEVER, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED,\n          INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY\n          AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY GOODS OR\n          SERVICES TO BE PROVIDED UNDER THE AGREEMENTS, OTHER THAN THOSE\n          EXPRESSLY SET FORTH IN THE AGREEMENTS.\n\n     10.2  Representations and Warranties of Rite Aid\n\n     10.2.1  Rite Aid hereby represents and warrants to drugstore.com:\n\n              (a) Authorization. All corporate action on the part of Rite Aid,\n          its officers, directors and stockholders necessary for the\n          authorization, execution and delivery of the Agreements to which Rite\n          Aid is a party, and the performance of all obligations of Rite Aid\n          thereunder has been taken, and the Agreements to which Rite Aid is a\n          party, when executed and delivered by Rite Aid, will constitute valid\n          and legally binding obligations of Rite Aid, enforceable against Rite\n          Aid in accordance with their terms except as limited by applicable\n          bankruptcy, insolvency,\n \n                                                                              18\n\n          reorganization, moratorium, fraudulent conveyance, and other laws of\n          general application affecting enforcement of creditors' rights\n          generally, as limited by laws relating to the availability of specific\n          performance, injunctive relief, or other equitable remedies.\n\n               (b) Intellectual Property. To its knowledge, Rite Aid owns or\n          possesses sufficient legal rights to all IPR necessary for its\n          business as now conducted without any conflict with, or infringement\n          of, the rights of others. Rite Aid has not received any written\n          communications alleging that any Rite Aid Technology or Rite Aid\n          Trademarks have violated or would violate any of the IPR of any Third\n          Party. Rite Aid is not aware that any of its employees is obligated\n          under any contract or other agreement, or subject to any judgment,\n          decree or order of any court or administrative agency, that would\n          interfere with such employee's ability to promote the interests of\n          Rite Aid or that would conflict with Rite Aid's business. Neither the\n          execution, delivery or performance of the Agreements to which Rite Aid\n          is a party, nor the carrying on of Rite Aid's business as now\n          conducted by the employees of Rite Aid, will, to Rite Aid's knowledge,\n          conflict with or result in a breach of the terms, conditions, or\n          provisions of, or constitute a default under, any contract, covenant\n          or instrument under which any such employee is now obligated. Rite Aid\n          does not believe it is or will be necessary to use any inventions of\n          any of its employees (or persons it currently intends to hire) made\n          prior to their employment by Rite Aid.\n\n              (c) Compliance with Other Instruments. The execution, delivery and\n          performance of the Agreements to which Rite Aid is a party and the\n          consummation of the transactions contemplated thereby will not result\n          in any violation of or be in conflict with or constitute, with or\n          without the passage of time and giving of notice, a default under any\n          provision of Rite Aid's or any of its subsidiaries' charter or bylaws\n          or any instrument, judgment, order, writ, decree or contract to which\n          Rite Aid or any of its subsidiaries is a party or by which Rite Aid or\n          any of its subsidiaries is bound, or any provision of any federal or\n          state statute, rule or regulation applicable to Rite Aid or any of its\n          subsidiaries, the effect of which would have a material adverse effect\n          on the ability of Rite Aid or any of its subsidiaries to perform its\n          obligations under the Agreements to which Rite Aid is a party or\n          result in the creation of any lien, charge or encumbrance upon any\n          assets of Rite Aid or any of its subsidiaries.\n\n              (d) Internet Business. During the twelve (12) month period ended\n          May 31, 1999, Rite Aid customers ordered 353,844 refill prescriptions\n          using the Internet. For the 41 days ended May 11, 1999, Rite Aid's\n          revenues from such sales were $2,559,181 (or $22,782,952 on\n \n                                                                              19\n\n          an annualized basis for the twelve (12) month period ended May 11,\n          1999).\n\n                   (e) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE\n          CONTRARY, RITE AID MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND\n          WHATSOEVER, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, INCLUDING, BUT\n          NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR\n          A PARTICULAR PURPOSE, WITH RESPECT TO ANY GOODS OR SERVICES TO BE\n          PROVIDED UNDER THE AGREEMENTS TO WHICH RITE AID IS A PARTY, OTHER THAN\n          THOSE EXPRESSLY SET FORTH IN THE AGREEMENTS TO WHICH RITE AID IS A\n          PARTY.\n\n     10.3  Survival\n\n     The representations and warranties of drugstore.com and Rite Aid set forth\nin 10.1 and 10.2 shall survive until the earlier of (i) the consummation by\ndrugstore.com of an underwritten public offering (an \"IPO\") of shares of\ndrugstore.com Common Stock pursuant to a registration statement filed under the\nSecurities Act of 1933 and (ii) ten (10) business days after the delivery by\ndrugstore.com to Rite Aid of drugstore.com's audited balance sheet as of\nDecember 31, 1999 and audited statements of income and cash flows for the 12\nmonths ended December 31, 1999.\n\nSection 11.  Indemnification\n\n     11.1  Indemnification\n\n     Rite Aid and drugstore.com each shall indemnify and hold harmless the other\nand its divisions, its Affiliates and its officers, directors, employees,\nrepresentatives and agents (the \"Indemnified Parties\") from and against (i) any\nand all liabilities, suits, costs, judgments, penalties, expenses, obligations,\nlosses and damages arising from or related to claims or actions made by a Third\nParty, including any obligation or liability which may be imposed upon any of\nthe Indemnified Parties as a matter of law, and constituting, or in any way\nbased upon, resulting from or arising out of any breach or alleged breach by\nRite Aid or drugstore.com, as applicable, of any representation, warranty,\nagreement or covenant made by such party in this Agreement, and (ii) any cost or\nexpense (including legal fees and out-of-pocket expenses) reasonably incurred by\nany of the Indemnified Parties (and their counsel) in investigating, preparing\nfor, defending against or otherwise taking any action in connection with any of\nthe foregoing (collectively \"Damages\").\n \n                                                                              20\n\n     11.2  Procedure\n\n     Subject to the provisions of Section 12, if any claim, demand, assessment\nor liability or cost incidental thereto (collectively, an \"Indemnified Claim\"),\nis asserted against an Indemnified Party in respect of which the Indemnified\nParty proposes to demand indemnification from the other party (the \"Indemnifying\nParty\") pursuant to Section 11.1, such Indemnified Party will promptly notify\nthe Indemnifying Party in writing.  No failure of an Indemnified Party to so\nnotify the Indemnifying Party shall relieve the Indemnifying Party from the\nobligation to indemnify the Indemnified Party unless and to the extent the\nIndemnifying Party is actually prejudiced by such failure.  Such Indemnified\nParty will accord the Indemnifying Party the opportunity to assume entire\ncontrol for the defense, compromise or settlement of any such Indemnified Claim\nthrough its own counsel and at its own expense; provided that no such compromise\nor settlement shall include any non-monetary terms and conditions applicable to\nsuch Indemnified Party without the consent of the Indemnified Party; and\nprovided further, that the Indemnified Party may retain its own counsel at its\nown expense (the Indemnifying Party shall only be liable for the cost of one\nsuch counsel for all Indemnified Parties) if (i) the Indemnifying Party, within\nthirty (30) days after notice of any Indemnified Claim, fails to assume the\ndefense of such Indemnified Claim or (ii) the representation of both the\nIndemnifying Party and the Indemnified Party would, in the reasonable judgment\nof the parties, be inappropriate due to actual or potential conflicting\ninterests between them.  If the Indemnifying Party does not assume entire\ncontrol of the defense, compromise or settlement of such Indemnified Claim, the\nIndemnified Party may compromise or settle any such Indemnified Claim.\ndrugstore.com and Rite Aid each agrees to cooperate fully with respect to the\ndefense of any Indemnified Claim.\n\nSection 12.  Infringement Claims\n\n     12.1  Legal Action for Infringement of IPR\n\n     12.1.1  Rite Aid reserves any and all rights to commence, prosecute,\ncompromise and settle any claim, action or proceeding for infringement, unfair\ncompetition, unauthorized use, misappropriation or violation of any of the Rite\nAid IPR by any Third Party.  Rite Aid may commence, prosecute, compromise or\nsettle any such claim, action or proceeding, as well as any claim, action or\nproceeding to defend any of the Rite Aid IPR, in its sole discretion, but shall\nnot have any obligation to do so.  Rite Aid will keep drugstore.com apprised of\nthe status of any such claim, action or proceeding and notify drugstore.com if\nRite Aid elects to discontinue further prosecution or defense of the same.\n\n     12.1.2  drugstore.com reserves any and all rights to commence, prosecute,\ncompromise and settle any claim, action or proceeding for infringement, unfair\ncompetition, unauthorized use, misappropriation or violation of any of the\ndrugstore.com IPR by any Third Party.  drugstore.com may commence, prosecute,\n \n                                                                              21\n\ncompromise or settle any such claim, action or proceeding, as well as any claim,\naction or proceeding to defend any of the drugstore.com IPR, in its sole\ndiscretion, but shall not have any obligation to do so.  drugstore.com will keep\nRite Aid apprised of the status of any such claim, action or proceeding and\nnotify Rite Aid if drugstore.com elects to discontinue further prosecution or\ndefense of the same.\n\n     12.1.3  No party shall have the right to commence or prosecute any legal\naction with regard to the IPR of the other party, without such other party's\nprior written consent in such other party's sole discretion.\n\n     12.1.4  Each party may, at its sole expense, commence and prosecute any\nclaim, action or proceeding for infringement, unfair competition, unauthorized\nuse, misappropriation, or violation of Joint IPR by any Third Party, and the\nnon-prosecuting Party shall fully cooperate with the prosecuting party in such\nclaim, action or proceeding at the prosecuting party's expense.\n\n     12.1.5  If either party becomes the subject of a claim, action or\nproceeding for infringement, unfair competition, unauthorized use,\nmisappropriation or violation of any IPR of a Third Party as a result of its use\nof the other party's IPR pursuant to this Agreement, then the party owning such\nIPR shall upon the request of such other party defend the requesting party from\nand against such claim, action or proceeding; provided that the requesting party\nshall provide such assistance in defense of the claim, action or proceeding as\nthe owning party may request and shall comply with any settlement or court order\nmade in connection with the claim, action or proceeding (e.g., relating to the\nfuture use of any infringing IPR); and provided further that, notwithstanding\nthe foregoing, the requesting party shall indemnify the owning party from and\nshall pay any and all damages, liabilities, costs and expenses (including\nreasonable attorneys fees) incurred by the owning party or otherwise arising out\nof such claim, action or proceeding to the extent related to the requesting\nparty's use of the owning party's IPR.  In any case, the requesting party shall\nbe entitled to participate in the defense of any such claim, action or\nproceeding, at its own cost, with counsel of its choice.\n\n     12.1.6  In the event either party should have a claim against the other\nparty for infringement, unfair competition, unauthorized use, misappropriation\nor violation of any of its IPR as a result of the use of its IPR by the other\nparty pursuant to this Agreement, the parties shall resort to the dispute\nresolution provisions set forth in Section 14.\n\nSection 13.  Additional Obligations of the Parties\n\n     13.1  Nondisclosure\n\n           13.1.1 A party (the \"Receiving party\") receiving any Confidential\nInformation of the other party (the \"Disclosing party\") will exercise a\nreasonable degree\n \n                                                                              22\n\nof care, but in no event less than the same degree of care that it uses to\nprotect its own confidential information of a like nature, to keep confidential\nand not disclose such Confidential Information. Without limiting the generality\nof the foregoing, the Receiving party shall disclose the Confidential\nInformation of the other party only to those of its employees and contractors\n(a) who have a need to know the Confidential Information in order to exercise\nits license to such Confidential Information, and (b) who are contractually\nobligated to comply with the disclosure and usage restrictions set forth in this\nAgreement. In addition, each party may, with the prior written consent of the\nother party (which consent shall not be unreasonably withheld), disclose the\nexistence and terms of this Agreement to potential sources of financing who are\ncontractually obligated to maintain the confidentiality of such information;\nprovided, however, that if, after receipt of a written request for consent, the\nother party does not respond to the request within three (3) business days,\nconsent will be deemed to have been given so long as the requested disclosure is\nnot to a Competitor.\n\n     13.1.2  The obligations set forth in Section 13.1.1 above shall not apply\nto any Confidential Information to the extent it: (a) is approved by prior\nwritten authorization of the Disclosing party for release by the Receiving\nparty; (b) is disclosed in order to comply with a judicial order issued by a\ncourt of competent jurisdiction, in which event the Receiving party shall give\nprior written notice to the Disclosing party of such disclosure as soon as\npracticable and shall cooperate with the Disclosing party in using all\nreasonable efforts to obtain an appropriate protective order or equivalent,\nprovided that the information shall continue to be Confidential Information to\nthe extent it is covered by such protective order or equivalent; (c) becomes\ngenerally available to the public through any means other than a breach by the\nReceiving party of its obligations under this Agreement; (d) was in the\npossession of the Receiving party without obligation of confidentiality prior to\nreceipt or disclosure under this Agreement as evidenced by written records made\nprior to such receipt or disclosure; (e) is developed independently by the\nReceiving party without the use of or benefit from any of the Confidential\nInformation of the other party or without breach of this Agreement, as evidenced\nby written records of the Receiving party in existence as of disclosure by the\nDisclosing party; or (f) is required to be disclosed by any national securities\nexchange, by government rule or regulation (e.g., in connection with a\nsecurities filing) or by any other provisions of applicable law, provided that\nthe Receiving party gives the Disclosing party advance written notice (to the\nextent practicable) of the disclosure and cooperates with the Disclosing party\nin any reasonable attempt to limit the scope of the required disclosure.  In any\ndispute over whether information is Confidential Information under this\nAgreement, it will be the burden of the Receiving party to show that such\ncontested information falls within the exceptions set forth in this Section\n13.1.2.\n\n     13.2  No Contest of Rite Aid IPR\n\n     drugstore.com shall not contest or otherwise challenge (e.g., in any legal\naction or otherwise), or assist or encourage any other Person to contest or\nchallenge, the\n \n                                                                              23\n\nvalidity of any Rite Aid IPR; provided that the foregoing shall not preclude\ndrugstore.com from claiming that the IPR in question is drugstore.com IPR.\n\n     13.3  No Contest of drugstore.com IPR\n\n     Rite Aid shall not contest or otherwise challenge (e.g., in any legal\naction or otherwise), or assist or encourage any other Person to contest or\nchallenge, the validity of any drugstore.com IPR; provided that the foregoing\nshall not preclude Rite Aid from claiming that the IPR in question is Rite Aid\nIPR.\n\n     13.4  Accommodation of Patent Application Requirements\n\n     If either Party wishes to file a patent application with respect to\nDerivatives or Joint IPR, it shall first notify the other Party and provide a\nfull disclosure of the intended filing thereto.  Prior to the time such\napplication is filed, the notified Party shall take no actions that would result\nin the loss of the right of the notifying Party to file such patent application,\nother than contesting in good faith the notifying Party's ownership of the IPR\nrepresented by such application pursuant to this Agreement.\n\nSection 14.  Resolution of Disputes\n\n     14.1  General\n\n     If any dispute arises between the parties relating to this Agreement or the\nPharmacy Agreement, each party will follow the dispute resolution procedures set\nforth in this Section 14 prior to initiating any litigation or pursuing other\navailable remedies unless otherwise agreed in writing by the parties at the time\nthe dispute arises.  Notwithstanding the foregoing, any party may commence\nlitigation without having first complied with the provisions of this Section 14\nif such commencement occurs within thirty (30) days prior to the date after\nwhich the commencement of litigation would be barred by any statute of\nlimitations, statute of repose or other law, rule, regulation, or order of\nsimilar import or in order to request injunctive or other equitable relief\nnecessary to prevent irreparable harm.  In such event, the parties will (except\nas may be prohibited by judicial order) nevertheless continue thereafter to\nfollow the procedures set forth in this Section 14.\n\n     14.2  Initiation of Procedures\n\n     If a party seeks to initiate the procedures under this Section 14, such\nparty will give written notice thereof to the other party.  Such notice will (i)\nstate that it is a notice initiating the procedures under this section, (ii)\ndescribe briefly the nature of the dispute and the initiating party's claim or\nposition in connection with the dispute, and (iii) identify an individual with\nauthority to settle the dispute on such party's behalf.  Within ten (10) days\nafter receipt of any notice under this Section 14.2, the receiving party will\ngive the initiating party written notice that describes briefly the receiving\n \n                                                                              24\n\nparty's claims and positions in connection with the dispute and identifies an\nindividual with the authority to settle the dispute on behalf of the receiving\nparty.\n\n     14.3  Pre-Litigation Discussion\n\n     The parties will cause the individuals identified in their respective\nnotices under Section 14.2 to promptly make such investigation of the dispute as\nsuch individuals deem appropriate.  Promptly and in no event later than ten (10)\ndays after the date of the initiating party's notice under Section 14.2, such\nindividuals will commence discussions concerning resolution of the dispute.  If\nthe dispute has not been resolved within 30 days after commencement of such\ndiscussions, then any party may request that the other party make its president\navailable to discuss resolution of such dispute.  Each party will cause its\npresident to meet together with the other party's president to discuss such\ndispute at a mutually agreed upon time within 15 days after a party makes such\nrequest.  If the dispute has not been resolved within 15 days after the\npresidents of the parties have first met, then any party may request that the\nother party make an independent director available to discuss resolution of such\ndispute.  \"Independent Director\" means any director that is neither an employee\nof, nor an outside provider of services to, a party.  Each party will cause its\nIndependent Director to meet together with the other party's Independent\nDirector to discuss such dispute at a mutually agreed upon time within ten (10)\ndays after a party makes such request.  If the Independent Directors do not\nresolve the dispute within five (5) days of their first meeting, the parties\nshall submit the dispute for non-binding mediation to a mutually agreed upon\nmediator or mediation firm.  The parties will use their best efforts to cause\nthe mediator to resolve the dispute within 15 days of  its submission thereto.\nIf the mediator is unable to resolve the dispute within such time period, any\nparty may submit the dispute to litigation.\n\nSection 15.  Breach; Termination; Extension\n\n     15.1  Breach by Rite Aid\n\n           15.1.1  In the event of a material breach by Rite Aid of any of its\nmaterial obligations under this Agreement or the Pharmacy Agreement (including\nany material breach or inaccuracy of its representations or warranties that has\na material adverse effect on the ability of Rite Aid to perform its obligations\nunder this Agreement or the Pharmacy Agreement), which breach Rite Aid does not\ncure within sixty (60) days after drugstore.com gives Rite Aid written notice\nthereof, drugstore.com will have any and all of the following rights:\n\n           (i) the right to terminate this Agreement;\n \n           (ii) the right to seek indemnification pursuant to Section 11;\n\n           (iii) the right to sue for breach; and\n \n                                                                              25\n\n           (iv) subject to Section 15.3.4, the right to terminate the licenses\ngranted to Rite Aid in Sections 7.2.2 and 7.3.1.\n\n           15.1.2  All of the foregoing rights are subject to the provisions of\nSection 16.6 and 16.7.\n\n     15.2  Breach by drugstore.com\n\n           15.2.1 In the event of a material breach by drugstore.com of any of\nits material obligations under this Agreement or the Pharmacy Agreement\n(including any material breach or inaccuracy of its representations or\nwarranties that has a material adverse effect on the ability of drugstore.com to\nperform its obligations under this Agreement or the Pharmacy Agreement), which\nbreach drugstore.com does not cure within sixty (60) days after Rite Aid gives\ndrugstore.com written notice thereof, Rite Aid shall have any and all of the\nfollowing rights:\n\n           (i) the right to terminate this Agreement;\n\n           (ii) the right to seek indemnification pursuant to Section 11;\n\n           (iii) the right to sue for breach; and\n\n           (iv) subject to Section 15.3.4, the right to terminate the licenses\n     granted to drugstore.com in Sections 7.2.1 and 7.3.2.\n\n           15.2.2 All of the foregoing rights are subject to the provisions of\nSection 16.6 and 16.7.\n\n     15.3  Termination\n\n           15.3.1 This Agreement will terminate upon the earliest of (i) a\ntermination pursuant to Section 16.14, (ii) expiration of the Term and (iii) a\ntermination pursuant to Section 15.1 or 15.2. Sections 8, 11 (with respect to\nclaims, damages or other losses related to or arising from events occurring\nprior to termination), 12 (with respect to claims, damages or other losses\nrelated to or arising from events occurring prior to termination), 13, 15 and 16\nshall survive any termination of this Agreement except a termination pursuant to\nSection 16.14. In addition, no termination (except a termination pursuant to\nSection 16.14) of this Agreement shall release a party from liability for\nbreaches of this Agreement occurring prior to such termination.\n\n           15.3.2 Upon expiration of the Term, all licenses granted pursuant to\nSection 7.2 shall continue in perpetuity, provided that: (a) each party shall\ncontinue to provide for one year such technical support as was provided during\nthe Term pursuant to Section 7.1; (b) Rite Aid shall not use or otherwise\nexploit the Rite Aid Technology Derivatives and Derivatives of the Rite Aid\nTechnology Derivatives, in each case made\n \n                                                                              26\n\nby drugstore.com, in connection with any business that is operated by, with or\nfor, or branded by, with or for, a Pharmacy Competitor; and (c) drugstore.com\nshall not use (x) the Rite Aid Technology and (y) Derivatives of the Rite Aid\nTechnology and of Derivatives of Rite Aid Technology Derivatives, in each case\nmade by Rite Aid, in connection with any business operated by, with or for, or\nbranded by, with or for, a Pharmacy Competitor.\n\n            15.3.3 Upon termination of this Agreement prior to the end of the\nTerm because of a material breach by Rite Aid: (a) the license granted to\ndrugstore.com pursuant to Section 7.2.1 shall terminate one year after the date\nof termination in order to provide drugstore.com with a transition period; and\n(b) each party shall continue to provide for one year such technical support as\nwas provided during the Term pursuant to Section 7.1.\n\n            15.3.4 Upon termination of this Agreement prior to the end of the\nTerm because of a material breach by drugstore.com: (a) the license granted to\nRite Aid pursuant to Section 7.2.2 shall terminate one year after the date of\ntermination in order to provide Rite Aid with a transition period; and (b) each\nparty shall continue to provide for one year such technical support as was\nprovided during the Term pursuant to Section 7.1.\n\n     15.4 Liquidated Damages; Consequential Damages\n\n            15.4.1 In the event drugstore.com terminates this Agreement in\naccordance with Section 15.1, Rite Aid will, upon written notice from\ndrugstore.com, pay to drugstore.com as liquidated damages the sum of $5 million.\nSuch liquidated damages will constitute the minimum amount payable to\ndrugstore.com in connection with such termination. This Section 15.4.1 will not\nin any way limit drugstore.com's right to seek recovery of any and all damages\nactually incurred by drugstore.com and to which it is otherwise entitled under\nthis Agreement and applicable law. In the event drugstore.com seeks recovery of\nadditional damages, the sum paid or payable hereunder will be applied to reduce\nany amounts payable by Rite Aid to drugstore.com as part of any settlement or\nfinal, unappealable judgment entered in such proceeding.\n\n            15.4.2 In no event will either party have any liability, whether\nbased in contract, tort (including negligence), warranty or other legal or\nequitable grounds, for any loss of interest, profit or revenue by the other\nparty or for any consequential, indirect, incidental, special, punitive or\nexemplary damages suffered by the other party, arising from or related to this\nAgreement, even if such party has been advised of the possibility of such losses\nor damages.\n \n                                                                              27\n\n     15.5 Extension\n\n     Unless either party gives the other party written notice not later than one\nyear and thirty (30) days prior to the expiration of the initial ten year Term\nthat it does not wish to extend the Term, the Term will automatically be\nextended for successive one year periods.  Any additional one year term will\nautomatically be renewed unless either party gives the other party written\nnotice to the contrary not later than thirty (30) days prior to the expiration\nof the then current term.\n\nSection 16.  Miscellaneous\n\n     16.1 Relationship\n\n     The parties are independent contractors under this Agreement.  Each party\nacknowledges and agrees that it is not and will not be during the Term an\nemployee or an agent of the other party.  Nothing in this Agreement will be\ndeemed to constitute, create, give effect to or otherwise recognize a joint\nventure, partnership, franchise or business entity of any kind.  Nothing in this\nAgreement will be construed as providing for the sharing of profits or losses\narising out of the efforts of the parties hereto.\n\n     16.2 Assignment; Sale of Assets or Capital Stock\n\n     This Agreement shall be binding upon and inure to the benefit of the\nparties hereto, and the legal representatives, successors in interest and\npermitted assigns, respectively, of each such party.  This Agreement shall not\nbe assigned in whole or in part by any party without the prior written consent\nof the other party, such consent not to be unreasonably withheld; provided,\nhowever, that a party may, without consent of the other party, assign this\nAgreement to an Affiliate of the assignor, or to an entity acquiring all or\nsubstantially all the assets or capital stock of the assignor due to merger,\nacquisition, consolidation or otherwise so long as (a) the assignor remains\nliable for the full and faithful performance of its obligations hereunder, (b)\nsuch Affiliate or successor in writing assumes all of the obligations of the\nassignor under this Agreement and agrees to comply with the terms set forth in\nthis Agreement, and (c) a copy of the assignment is provided to the non-\nassigning party.  The parties' respective rights and obligations under this\nAgreement shall survive any transaction pursuant to which a Third Party acquires\nall or substantially all the assets or capital stock of either party, whether\ndue to merger, acquisition, consolidation or otherwise.\n\n     16.3 Notices\n\n     All notices, requests, demands, applications, services of process, and\nother communications that are required to be or may be given under this\nAgreement shall be in writing and shall be deemed to have been duly given if\nsent by telecopy or facsimile transmission, answer back requested, or delivered\nby courier or mailed, certified first \n \n                                                                              28\n\n\nclass mail, postage prepaid, return receipt requested, to the parties to this\nAgreement at the following addresses:\n\n         If to Rite Aid:         Rite Aid Corporation\n                                 30 Hunter Lane\n                                 Camp Hill, PA 17011\n                                 Attn: General Counsel\n                                 Fax: 717-760-7867\n \n         If to drugstore.com:    drugstore.com, inc\n                                 13920 SE Eastgate Way, \n                                 Suite 300 \n                                 Bellevue, WA 98005\n                                 Attn: General Counsel\n                                 Fax: 425-372-3800\n\nor to such other address as the party shall have furnished to the other party by\nnotice given in accordance with this Section 16.3.  Such notice shall be\neffective (i) if delivered in person or by courier, upon actual receipt by the\nintended recipient, or (ii) if sent by telecopy or facsimile transmission, on\nthe date of transmission unless transmitted after normal business hours, in\nwhich case on the following date, or (iii) if mailed, upon the date of first\nattempted delivery.\n\n     16.4 Waiver\n\n     No provision of this Agreement shall be deemed to be waived and no breach\nexcused unless such waiver or consent shall be in writing and signed by the\nparty that is claimed to have waived or consented.  The failure of a party at\nany time, or from time to time, to require performance by the other party of any\nprovision hereof shall in no way affect the rights of such party thereafter to\nenforce the same nor shall the waiver by a party of any breach of any provision\nhereof by the other party constitute a waiver of any succeeding breach of such\nprovision, or a waiver of any provision itself, or a waiver of any other\nprovisions hereof.\n\n     16.5 Severability\n\n     This Agreement will be enforced to the fullest extent permitted by\napplicable law.  If for any reason any provision of this Agreement is held to be\ninvalid or unenforceable to any extent, then: (a) such provision will be\ninterpreted, construed or reformed to the extent reasonably required to render\nthe same valid, enforceable and consistent with the original intent underlying\nsuch provision; (b) such provision will be void to the extent it is held to be\ninvalid or unenforceable; (c) such provision will remain in effect to the extent\nthat it is not invalid or unenforceable; and (d) such invalidity or\nunenforceability will not affect any other provision of this Agreement or any\nother agreement between the parties.\n \n                                                                              29\n\n     16.6 Remedies\n\n     Except as otherwise expressly provided in this Agreement, each and all of\nthe rights and remedies provided in this Agreement, and each and all of the\nremedies allowed at law and in equity, will be cumulative, and the exercise of\none right or remedy will not be exclusive of the right to exercise or resort to\nany and all other rights or remedies provided in this Agreement or at law or in\nequity.\n\n     16.7 Injunctive Relief\n\n     The parties acknowledge that a material breach of this Agreement would\ncause irreparable harm, the extent of which would be difficult to ascertain.\nAccordingly, they agree that, in addition to any other legal remedies to which\nthe non-breaching party may be entitled, such party will be entitled to obtain\nimmediate injunctive relief in the event of a material breach of this Agreement.\n\n     16.8 Governing Law\n\n     This Agreement will be governed by and construed according to the laws of\nthe State of Delaware without regard to its choice of law provisions.  The\nparties consent to the jurisdiction of such courts and waive any right to assert\nthat any such court constitutes an inconvenient or improper forum.\n\n     16.9 Publicity\n\n     Neither party shall, without the approval of the other, make any press\nrelease or other public announcement concerning the transactions contemplated by\nthe Agreements, except as and to the extent that any such party shall be so\nobligated by law or by the rules, regulations or policies of any national\nsecurities exchange or association or governmental entity, in which case the\nother party shall be advised and the parties shall use their best efforts to\ncause a mutually agreeable release or announcement to be issued; provided,\nhowever, that the parties hereby acknowledge and agree that communications among\nemployees of the parties and their attorneys, representatives and agents\nnecessary to consummate the transactions contemplated hereby shall not be deemed\na public announcement for purposes of this Section 16.9.  Upon the execution and\ndelivery of this Agreement, the parties hereto will cooperate in respect of the\nimmediate issuance of a mutually acceptable press release relating to the\ntransactions contemplated by the Agreements.\n \n                                                                              30\n\n     16.10  Entire Agreement\n\n     All Exhibits and Schedules to this Agreement are incorporated in and\nconstitute a part of this Agreement.  This Agreement and the Pharmacy Agreement,\nincluding the Exhibits and Schedules hereto and thereto, each as amended from\ntime to time, constitute the entire understanding between the parties in\nrelation to the subject matter hereof and supersede all prior discussions,\nagreements and representations related to this subject matter, whether oral or\nwritten and whether or not executed by a party.  Unless otherwise provided in\nthis Agreement, no modification, amendment or other change may be made to this\nAgreement or any part thereof unless reduced to writing and executed by\nauthorized representatives of all parties.\n\n     16.11  Counterparts\n\n     This Agreement may be executed in two or more counterparts, each of which\nwill be deemed an original, but all of which together will constitute one and\nthe same instrument.\n\n     16.12  Titles and Subtitles\n\n     The titles and subtitles used in this Agreement and in the Exhibits and\nSchedules hereto are used for convenience only and are not to be considered in\nconstruing or interpreting this Agreement.\n\n     16.13  Force Majeure\n\n     Neither party shall be responsible for a failure to meet its obligations\nunder this Agreement to the extent caused by the following:  (i) materially\ninaccurate data submitted by the other party; (ii) any failure by the other\nparty to meet its obligations stated in this Agreement; (iii) any failure of\nequipment, facilities or services not controlled or supplied by such party; or\n(iv) failure(s) caused by acts of God, acts of nature, riots and other major\ncivil disturbances, strike by such party's personnel, sabotage, injunctions or\napplicable laws or regulations, in each case without breach by such party of any\nobligations under this Agreement with regard to either such event or such\nfailure.  Rite Aid or drugstore.com, as applicable, agrees to use its\ncommercially reasonable efforts to restore performance of its obligations under\nthis Agreement as soon as reasonably practicable following any such event.\n \n                                                                              31\n\n     16.14  Effective Time\n\n     This Agreement shall only become effective (the \"Effective Time\") upon the\nconsummation of the purchase by Rite Aid of Series E Preferred Stock of\ndrugstore.com pursuant to the Series E Preferred Stock Purchase Agreement.  This\nAgreement shall automatically terminate upon any termination of the Series E\nPreferred Stock Purchase Agreement pursuant to Section 7.16 thereof.  Upon such\ntermination, this Agreement shall become void and of no further effect.\n\n\n\n                            [Signature Page Follows]\n \n                                                                              32\n\n     In witness whereof, the parties have duly entered into this Main Agreement\nas of the date first written above.\n\n\nRite Aid:                                drugstore.com:\n \nRITE AID CORPORATION                     DRUGSTORE.COM, INC.\n \n \n \nBy:  \/s\/ Elliot S. Gerson                By:  \/s\/ Peter Neupert\n   ------------------------------           ------------------------------\n   Name:  Elliot S. Gerson                  Name:  Peter Neupert\n   Title: Executive Vice President          Title: Chief Executive Officer\n \n   Address: 30 Hunter Lane                  Address: 13920 SE Eastgate Way\n            Camp Hill, PA 17011                      Suite 300\n                                                     Bellevue, WA 98005\n\n\n\n\n<type>EX-10.28\n\n<sequence>7\n\n<description>MAIN AGREEMENT WITH GENERAL NUTRITION COMPANIES\n\n\n \n                                                                   Exhibit 10.28\n \n                                                                               1\n\n\n                                                                  EXECUTION COPY\n\n     MAIN AGREEMENT\n     --------------\n\n     This Main Agreement (this \"Agreement\"), dated as of June 17, 1999, is\nbetween drugstore.com, inc., a Delaware corporation (\"drugstore.com\"), and\nGeneral Nutrition Corporation, a Pennsylvania corporation (\"GNC\").\n\n     In consideration of the agreements, covenants and conditions set forth\nherein, the parties hereto agree as follows:\n\nSection 1.  Definitions\n\n     Whenever used in this Agreement with initial letters capitalized, the\nfollowing terms will have the following specified meanings:\n\n     \"Above the Fold\" means situated within the portion of a page that is\n      --------------\ndesigned to be visible on a standard computer screen without requiring the user\nto scroll horizontally or vertically through the page, based on a resolution of\n800 pixels by 600 pixels (such resolution to be updated through the Term as the\ndrugstore.com default design resolution changes).\n\n     \"Action Links\" means the hypertext links that direct users to different\n      ------------\nareas of a single site or to new sites entirely.\n\n     \"Affiliate\" means, with respect to a party, any Person that, directly or\n      ---------\nindirectly, Controls, or is Controlled by, or is under common Control with, such\nparty.\n\n     \"Confidential Information\" means the existence and terms of this Agreement\n      ------------------------\nand all trade secrets, know-how and nonpublic information that relates to\nresearch, development, trade secrets, know-how, inventions, source codes,\ntechnical data, software programming, concepts, designs, procedures,\nmanufacturing, purchasing, accounting, engineering, marketing, merchandising,\nselling, business plans or strategies and other proprietary or confidential\ninformation, protectable under the laws of the United States or any other\nnation, state or jurisdiction (including, but not limited to, any foreign\nequivalents thereto).\n\n       \"Consignment Agreement\" means the Consignment Agreement dated the date\n        ---------------------\nhereof between drugstore.com and GNC.\n\n       \"Control\" means the possession, directly or indirectly, of the power to\n        -------\ndirect or cause the direction of the management and policies of a Person,\nwhether by contract or through the ownership of voting securities, including,\nwithout limitation, the ownership of more than fifty percent (50%) of the\nequity, partnership or similar interest in such Person.\n \n                                                                               2\n\n     \"drugstore.com Site\" means the site currently located at www.drugstore.com\n      ------------------\n(and any successor site, Mirror site or sites of any wholly owned Affiliate).\n\n     \"Effective Date\" means the date of the consummation of the purchase by\n      --------------\nGeneral Nutrition Companies, Inc., through its wholly owned subsidiary General\nNutrition Investment Comany, of Series E Preferred Stock of drugstore.com\npursuant to the Series E Preferred Stock Purchase Agreement.\n\n     \"GNC Brand Products\" means the products offered for sale in the GNC\n      ------------------\nLivewell Store on the drugstore.com site that bear a GNC Trademark.\n\n     \"GNC Gold Card Customers\" shall mean those holders of Gold Cards who\n      -----------------------     \npurchased their Gold Card memberships from a Person other than drugstore.com and\nwhose memberships are active.\n\n     \"GNC Livewell Store\" shall mean the site within the drugstore.com Site\n      ------------------\nprimarily branded GNC LiveWell as set forth in Section 4.4.\n\n     \"GNC Site\" means the site currently located at www.gnc.com (and any\n      --------\nsuccessor site, Mirror site or Affiliate's site.\n\n     \"GNC Trademarks\" means the Trademarks owned by GNC set forth on Exhibit B.\n      --------------\n\n     \"Gold Card \" means the Gold Card issued in connection with GNC's customer\n      ---------\ndiscount program as in effect at the time.\n\n     \"Home Page\" means (i) with respect to the drugstore.com Site, the page that\n      ---------\nis displayed to the user when the URL www.drugstore.com is entered, (ii) with\nrespect to the GNC Site, the page that is displayed to the user when the URL\nwww.gnc.com (or www.livewell.com if and once GNC has title) is entered.\n\n     \"Internet\" means the Internet or World Wide Web (or any successor or other\n      --------\nonline network including but not limited to those using delivery over\ntelevision, cable, set top boxes, Intranets extranets and personal digital\nassistants).\n\n     \"IPR\" means any copyright, patent, trade secret, moral right or other\n      ---\nintellectual property or proprietary right of any kind (including, without\nlimitation, applications therefor and, in the case of patents, any continuation\nor divisional patent applications claiming priority thereto), whether arising\nunder the laws of the United States or any other nation, state or jurisdiction\n(including, but not limited to, any foreign equivalents thereto).  IPR does not\ninclude any Trademarks.\n\n     \"Mirror site\" means an Internet site that (i) contains the exact form and\n      -----------\ncontent of a site, (ii) is located at a geographic location distinct from a site\nand (iii) is created for the purpose of improving the performance of and\naccessibility to a site.\n \n                                                                               3\n\n     \"Nutrition Product\" means (i) a dietary supplement as defined under the\n      -----------------\nDietary Supplement Health and Education Act of 1994, (ii) any sports nutrition\npowder or drink, (iii) any food bar or (iv) any meal replacement product.\n\n     \"Person\" means any individual, corporation, partnership, limited liability\n      ------\ncompany, trust, association or other entity or organization, including any\ngovernmental or political subdivision or any agency or instrumentality thereof.\n\n     \"Pharmassure Brand Products\" means the products sold under the Pharmassure\n      --------------------------\nTrademark.\n\n     \"Term\" means the period commencing on the Effective Date of this Agreement\n      ----\nand ending on the tenth anniversary of such date, subject to extension in\naccordance with Section 13.3.\n\n     \"Third Party\" means any Person that is not a party hereto or an Affiliate\n      -----------\nof a party hereto.\n\n     \"Trademarks\" means all common law or registered trademarks, logos, service\n      ----------\nmarks, trade names, Internet domain names and trade dress rights and similar or\nrelated rights arising under any of the laws of the United States or any other\ncountry or jurisdiction, whether now existing or hereafter adopted or acquired.\n\n     \"Wellness Page\" means the first page the user sees on drugstore.com Site\n      -------------\nafter clicking on the wellness tab, currently located at\nwww.drugstore.com\/wellness.\n\nSection 2.  Gold Card Program and Customer Information\n\n     2.1  drugstore.com shall be able to sell Gold Cards to customers on the\ndrugstore.com Site on the same terms as the general Gold Card program, as\ndetermined from time to time by GNC for all of its stores.\n\n     2.2  GNC will share with drugstore.com information about GNC's existing\nGold Card customers sufficient for drugstore.com to identify and permit such\nGold Card customers to purchase products in the GNC Livewell Store with their\nGold Card on the drugstore.com Site; drugstore.com will not use such information\nprovided by GNC for any other purpose.  drugstore.com will notify each Gold Card\ncustomer that information relating to the purchase of Products in the GNC\nLivewell store by such customer in connection with the use of their Gold Card\nwill be made available to GNC as in any GNC store.  drugstore.com will share\nsuch information with GNC and will notify the customer that such information\nwill be shared with GNC and that the customer should not purchase products with\ntheir Gold Card if they do not want this information shared with GNC.\n\n     2.3  drugstore.com agrees that it shall not mail (through electronic or\nother means) any advertisements to Gold Card Customers that contain an\nadvertisement for any Nutrition Product that is not a GNC Brand Product;\nprovided, that drugstore.com may without restriction continue to engage in\nstandard communications with its \n \n                                                                               4\n\ncustomers, such as direct email responses from drugstore.com customer service\npersonnel and automatically generated responses to customers in connection with\norders.\n\nSection 3.  Exclusivity\n\n       3.1 GNC will not and will not permit any entity it controls or licences\nto sell, accept orders for or otherwise distribute any GNC Brand Products,\nPharmassure Brand Products, any other Nutrition Product or any other category of\nproduct currently sold on the drugstore.com Site, via the Internet other than\nvia drugstore.com; provided, that GNC may advertise its gnc.com Site(s) without\nreference to the drugstore.com Site.\n\n       3.2 In the event that on the third anniversary or fifth anniversary of\nthe Effective Date (a) drugstore.com is not one of the top two sites selling\nnutrition products on the Internet in terms of visitor traffic for the prior 12\nmonth period or (b) less than 15% of drugstore.com's total revenue from the sale\nof Nutrition Products for the prior 12 month period was from the sale of GNC\nBrand Products, GNC shall have the right to terminate its exclusivity\nobligations under Section 3.1 of this Agreement.  drugstore.com will provide the\ninformation relating to (a) and (b) within 60 days of the third and fifth\nanniversary.  In each case, GNC must exercise its right to terminate exclusivity\nunder this Section 3.2 within 30 days of receiving the information from\ndrugstore.com, or it shall be deemed waived.  All other rights and obligations\nof the parties under this Agreement shall survive any such termination of\nSection 3.1, except that drugstore.com's obligations under Sections 3.3, 4.1,\n4.3, 4.4 and 4.6 shall terminate.\n\n     3.3  drugstore.com will not (i) promote any other retail health food store;\n(ii) promote any retailer in connection with the retailer's Nutrition Products;\n(iii) offer for sale or promote on the drugstore.com site any private label\nnutrition or supplement product of any retailer or such retailer's Affiliate;\n(iv) operate or contract with any person to operate or manage a retail health\nfood store offline on behalf of drugstore.com or any Third Party; and (v)\npromote or offer for sale any multilevel marketing company's Nutrition Products\n(such as Amway and Herbalife).  However, drugstore.com may have a section of its\nsite that offers for sale Nutrition Products competitive with GNC Brand Products\nand may post content concerning these products; provided, that drugstore.com\nwill give no other brand of Nutrition Product a permanent position on the Home\nPage or the Wellness Page and will promote no other manufacturer of Nutrition\nProduct to a greater extent than GNC Brand Products in terms of interactivity,\ndepth of content, product representation, customization and other available\nfeatures and functionality.\n\n     3.4 The exclusivity provisions of this Section 3 are applicable only in the\nUnited States and Canada.  drugstore.com shall have the nonexclusive right to\nmarket and sell GNC Brand Products under this Agreement on a worldwide basis,\nunless it would cause GNC to be in breach of a written agreement entered into by\nGNC prior to the date of this Agreement.  GNC will use its best efforts to\nprevent any party outside the United States from distributing GNC Brand Products\nin the United States \n \n                                                                               5\n\nor Canada, including requiring them to agree not to ship such products to any\naddress in the United States or Canada.\n\nSection 4. Brands and Advertising\n\n     4.1   drugstore.com Home Page\n\n     4.1.1 A GNC Trademark designated by GNC shall be featured (i) on the Home\nPage all the time and (ii) Above the Fold on the Home Page of the drugstore.com\nSite at least 33% of the time each calendar year (the \"Frequency\").  This GNC\nTrademark shall not be smaller than a title of any module on the sidebar of\ndrugstore.com Home Page.  GNC acknowledges that the format of drugstore.com Home\nPage may evolve over the Term.  The words \"GNC Livewell Store\" will be included\nin the rollover bar for the \"Wellness\" tab for so long as the rollover bar\nexists.  In the event that drugstore.com changes its format so that it does not\nuse modules or titles or a rollover bar, the parties agreed that the GNC\nTrademark on the reformatted drugstore.com Home Page shall have the same\nprominence and Frequency on the reformatted drugstore.com Home Page, and success\nto the rollover bar.\n\n     4.1.2 GNC shall provide drugstore.com with samples of GNC Trademarks and\npreapproved statements for use in advertising and on the drugstore.com Site.\ndrugstore.com may not use GNC Trademarks or statements concerning (i) the GNC\nTrademarks or (ii) the GNC Brand Products either on the drugstore.com Site or in\nconnection with its advertising of the drugstore.com Site without GNC's prior\nwritten approval.  GNC shall advise drugstore.com whether the particular text is\napproved or rejected within 24 hours of providing GNC with notice of its intent\nto use a particular statement or GNC Trademark.\n\n     4.2   GNC Home Pages\n\n           4.2.1  A drugstore.com Trademark designated by drugstore.com shall be\nfeatured prominently Above the Fold on the Home Pages of the GNC Site.  With the\nexception of the GNC Trademark, the drugstore.com Trademark shall not be smaller\nthan any other Trademarks placed on the GNC Site.\n\n           4.2.2  drugstore.com shall provide GNC with samples of drugstore.com\nTrademarks for use in advertising and on the GNC Site. GNC may not use\ndrugstore.com Trademarks or statements concerning the drugstore.com Trademarks\neither on the GNC Site or in connection with its advertising of the GNC Site or\nthe drugstore.com Site without drugstore.com's written approval.\n\n           4.2.3  drugstore.com shall provide GNC with a set of pre-approved\nstatements to describe the drugstore.com site.  At least one of such statements\nshall be featured with the drugstore.com Trademarks on the GNC Home Pages and\ncertain other advertising materials as may be agreed to between drugstore.com\nand GNC from time to time.\n \n                                                                               6\n\n           4.2.4  Subject to Section 4.5, GNC and drugstore.com, shall\ncollaborate on the content included in, and the presentation of, the Action\nLinks, provided that GNC shall have the final right of approval with respect to\nsuch content and presentation.\n\n      4.3  Wellness Page\n\n           4.3.1  At the commencement of the Term, and until changed as provided\nherein, the GNC Trademark designated by GNC shall appear Above the Fold on the\nWellness Page.  Any change in location of such GNC Trademark from Above the Fold\nmust be preapproved by GNC.  The actual placement Above the Fold shall be\ndetermined by drugstore.com and is likely to change from time to time.  The GNC\nTrademark will be at the top of the left hand navigation bar below the\ncustomer's name.  The size of the GNC Trademark will be  no smaller than a title\nof any module on the sidebar of drugstore.com Wellness Page.  GNC acknowledges\nthat the format of the drugstore.com Wellness Page may evolve over the Term.  In\nthe event that drugstore.com changes its format so that it does not use modules\nor titles, the parties agreed that the GNC Trademark shall have the same\nprominence on the reformatted drugstore.com Wellness Page.\n\n           4.3.2  At the request of drugstore.com, GNC shall provide\ndrugstore.com with such content and other information as GNC has available about\nnutrition and related products and supplements to be used by drugstore.com at\nits option in the drugstore.com Resource Center or in the GNC Livewell Store.\ndrugstore.com will credit GNC for any content and information used by\ndrugstore.com in the drugstore.com Resource Center.\n \n                                                                               7\n\n         4.4  GNC Livewell Store\n \n              4.4.1  As soon as practical after the commencement of the Term,\nand drugstore.com will develop and implement the GNC Livewell Store at\ndrugstore.com. drugstore.com will use commercially reasonable efforts to have an\ninitial version of the GNC Livewell Store by September 30, 1999, provided, that\nGNC promptly provides the digital data, images and other information necessary\nto open the store based on drugstore.com's current specifications.  GNC agrees\nthat the initial version of the GNC Livewell Store may be substantially similar\nto the other portions of the drugstore.com Site except for the prominence of the\nGNC Trademark, the color scheme and the products offered.  The parties agree\nthat customers may not be able to use their GNC Gold Cards in the initial\nversion of the GNC Livewell Store but will be able to use them (subject to GNC\nproviding all necessary information) by January 15, 2000.  The GNC Livewell\nStore will be primarily branded the GNC Livewell Store and will also contain the\nTrademarks of drugstore.com. In drugstore.com's discretion the GNC Livewell\nStore may contain the same navigation bar and look and feel of the drugstore.com\nSite, except that the GNC Livewell Trademark will be the most prominent\nTrademark on the pages of the GNC Livewell Store.  The GNC Livewell Store shall\nbe accessible through Action Links on the Home Page and Wellness Page of the\ndrugstore.com Site.  drugstore.com will not offer in the GNC Livewell Store any\nproducts that are not sold by GNC, its franchisees or Rite Aid (in its GNC\nstore) without GNC approval.\n\n              4.4.2 drugstore.com will be responsible for the technical,\nsoftware development and maintenance of the GNC Livewell Store and its ongoing\nenhancement. All orders placed in the GNC Livewell Store will be processed,\nserviced and handled by drugstore.com as if the orders were placed outside of\nthe GNC Livewell Store on the drugstore.com Site. drugstore.com shall be\nresponsible for all shipping, billing and collection for such orders.\n\n              4.4.3. The parties shall collaborate on the design of the GNC\nLivewell Store, as well as certain cross-marketing efforts within the GNC\nLivewell Store. drugstore.com shall have final approval with respect to any\ndecisions relating to the design, product selection, content and other aspects\nof the GNC Livewell Store; provided, that GNC will have approval over the\ngeneral look of the initial version and any major redesign of the GNC Livewell\nSite (as opposed to any day-to-day site changes).\n\n         4.5  Content\n\n              4.5.1.  GNC shall retain ownership of any content provided by GNC.\ndrugstore.com shall retain ownership of all content provided by drugstore.com.\nGNC shall not knowingly publish on the GNC Site or the GNC Livewell Store, and\ndrugstore.com shall not publish on the drugstore.com Site, any content that is\ncontrary to law or false or misleading.  Any content that either party\nreasonably determines to be contrary to law or false or misleading shall be\nremoved, upon notice from the determining party, as soon as practicable by the\noffending party.  After such removal, the parties may bring the dispute to the\nadvertising liaisons for immediate resolution.\n \n                                                                               8\n\n          4.5.2.  GNC shall have sole and final approval regarding any\nrepresentations made relating to GNC or the quality of its products.\ndrugstore.com shall have sole and final approval regarding any representations\nmade relating to drugstore.com or the quality of its products or services.  GNC\nshall be solely responsible for any inaccurate, false or misleading\nrepresentations it makes relating to GNC or GNC Branded Products. drugstore.com\nshall be solely responsible for any inaccurate, false or misleading\nrepresentations it makes relating to drugstore.com or the products or services\nit sells on the drugstore.com Site (other than statements about the GNC Products\napproved by GNC).\n\n          4.5.3.  drugstore.com agrees not to compare a brand Nutrition Product\nwith a GNC Brand Product or Pharmassure Brand Product except where GNC approves\nsuch comparison; provided, that GNC agrees that drugstore.com will not be\nrequired to make (or request any manufacturer or vendor to make) changes to any\nlabelling or other information provided from the manufacturer or vendor of any\nNutrition Products.\n\n     4.6  drugstore.com Advertising Obligations\n\n          4.6.1  All drugstore.com advertising through a medium other than the\ndrugstore.com Site and primarily focused on the Wellness section of the\ndrugstore.com site shall include a reference to the GNC Livewell Store or the\nGNC Brand Products sold in the GNC Livewell Store and shall comply with Section\n4.1.2.\n\n     4.7  GNC Advertising and Other Marketing Obligations\n\n          4.7.1  GNC will use reasonable efforts to advertise the GNC\nLivewell Store at drugstore.com, subject to its concerns about the impact on its\nother channels of distribution.\n\n          4.7.2  The parties will agree upon a campaign promoting the GNC\nLivewell Store at least once each quarter.  Both parties will fund the campaign.\n\n          4.7.3  The parties obligations under this Section 4 shall begin as\nsoon as commercially reasonable following the initial promotion on \ndrugstore.com's Home Page of GNC.\n\n          4.7.4  In the event of any dispute concerning the parties'\nadvertising-related obligations, the parties will follow the dispute resolution\nprocedures set forth in Section 12.\n\nSection 5.  Products and Merchandising\n\n     5.1  GNC Assistance\n\n     GNC or its Affiliate will sell to drugstore.com all non-GNC Brand Products\nthat GNC purchases for sale in its stores or the stores of its franchisees on\nterms no less favorable than those provided to any franchisee (including price,\nshipping and handling charges).\n \n                                                                               9\n\n       5.2  Assortment\n\n       drugstore.com will determine in its sole discretion the assortment,\npricing (excluding any product sold on consignment), promotions and other\nmarketing and merchandising activities associated with the drugstore.com Site\nand the GNC Livewell Store.  Each party will present to the other party their\nrelevant product assortment plans in accordance with the quarterly review\nprocess outlined below, although both parties acknowledge that these plans may\nchange after the review process in the sole discretion of the planning party.\n\n       5.3  GNC Product Purchasing\n\n       All GNC Brand Products listed in Exhibit A to the Consignment Agreement\n(except as otherwise indicated) shall be purchased pursuant to the terms of the\nConsignment Agreement entered into as of the date of this Agreement.\ndrugstore.com will provide, for each month, total revenue of GNC products sold\nby zip code.\n\n       5.4  Private Label Products\n \n       Within 30 days after the Effective Date, drugstore.com and GNC agree to\nnegotiate in good faith a supply Agreement whereby (i) GNC's Affiliate, General\nNutrition Products Inc., shall manufacture certain of drugstore.com's private\nlabel Nutrition Products during the Term of this Agreement; and (ii)\ndrugstore.com will purchase for sale on the drugstore.com Site GNC's Basic\nNutrition Product Line from GNC or its Affiliates at a price that is no greater\nthan the cost to any GNC Franchisee.\n\nSection 6.  License to Trademarks\n\n       6.1  drugstore.com hereby grants to GNC a non-exclusive, royalty-free\nlicense to use, reproduce, distribute and display the drugstore.com Trademarks\nin connection with the terms of this Agreement.\n\n       6.2  GNC hereby grants to drugstore.com a non-exclusive, royalty-free\nlicense to use, reproduce, distribute and display the GNC Trademarks in\nconnection with the terms of this Agreement.\n\n       6.3  Each party shall have the right to exercise quality control over the\nuse of its Trademarks by the other party to the degree necessary, in the sole\nopinion of the owner of such Trademarks, to maintain the validity and\nenforceability of such Trademarks and to protect the goodwill associated\ntherewith.  Each party shall, in its use of the other's Trademarks, adhere to a\nlevel of quality at least as high as that used by such party in connection with\nits use of its own Trademarks.  If the owner of a Trademark, in its reasonable\nopinion, finds that use of the Trademark by the other party of such Trademark\nthreatens the goodwill of the Trademark, the user of such Trademark shall, upon\nnotice from such owner, immediately, and no later than ten (10) days after\nreceipt of such owner's notice, take all measures reasonably necessary to\ncorrect the deviations or misrepresentation in, or misuse of, the respective\nitems.\n \n                                                                              10\n\n       6.4  Each party shall use the other's Trademarks in accordance with sound\ntrademark and trade name usage principles and in compliance with all applicable\nlaws and regulations of the United States (including without limitation all laws\nand regulations relating to the maintenance of the validity and enforceability\nof such Trademarks) and shall not use the Trademarks in any manner that might\ntarnish, disparage, or reflect adversely on the Trademarks or the owner of such\nTrademarks.  Each party shall use, in connection with the other's Trademarks,\nall legends, notices and markings required by law.  No party may alter the\nappearance of another's Trademarks in any advertising, marketing, distribution,\nor sales materials, or any other publicly distributed materials without the\nprior written consent of the other party.\n\nSection 7.  Maintenance of drugstore.com Site\n\n       drugstore.com shall use reasonable efforts to maintain the drugstore.com\nSite such that up-time, scalability, back-up capability, security and response\ntime meet the then current generally accepted standards for E-commerce sites on\nthe World Wide Web.\n\nSection 8.  Advertising Communications\n\n       8.1  Advertising\n\n       The parties will:\n\n            (a) each appoint a liaison to develop a long-term advertising\nstrategy and to oversee and address issues and disputes regarding ongoing\nadvertising activities; and\n\n            (b) each appoint one senior marketing representative, which will\nmeet on at least a calendar quarterly basis to discuss opportunities and\nestablish advertising goals of the parties for the next calendar quarter.\n\n       Any advertising-related dispute not resolved by the liaisons shall be\nsubject to the dispute resolution procedures set forth in Section 12.\n\n       8.2  Oversight\n\n       Each party will appoint a senior executive officer to oversee and have\noverall responsibility for the administration of this Agreement and the parties'\nbusiness relationship contemplated by this Agreement.  Such senior executive\nofficers will meet, either in person or by telephone conference, at least once\neach calendar quarter.\n\nSection 9.  Representations and Warranties\n\n       9.1  Representations and Warranties of drugstore.com\n\n            9.1.1 drugstore.com hereby represents and warrants to GNC:\n \n                                                                              11\n\n          (a)  Authorization.  All corporate action on the part of\ndrugstore.com, its officers, directors and stockholders necessary for the\nauthorization, execution and delivery of this Agreement and the Consignment\nAgreement of even date herewith (the \"Consignment Agreement\", and together with\nthis Agreement, the \"Agreements\"), and the performance of all obligations of\ndrugstore.com hereunder and thereunder has been taken, and the Agreements, when\nexecuted and delivered by drugstore.com, will constitute valid and legally\nbinding obligations of drugstore.com, enforceable against drugstore.com in\naccordance with their terms except as limited by applicable bankruptcy,\ninsolvency, reorganization, moratorium, fraudulent conveyance, and other laws of\ngeneral application affecting enforcement of creditors' rights generally, as\nlimited by laws relating to the availability of specific performance, injunctive\nrelief, or other equitable remedies.\n\n          (b)  Compliance with Other Instruments.  The execution, delivery and\nperformance of the Agreements and the consummation of the transactions\ncontemplated thereby will not result in any violation of or be in conflict with\nor constitute, with or without the passage of time and giving of notice, a\ndefault under any provision of drugstore.com's charter or bylaws or any\ninstrument, judgment, order, writ, decree or contract to which drugstore.com is\na party or by which it is bound, or any provision of any federal or state\nstatute, rule or regulation applicable to drugstore.com, the effect of which\nwould have a material adverse effect on the ability of drugstore.com to perform\nits obligations under the Agreements.\n\n          (c)  In connection with all advertisements for, or content contained\nin,  the GNC Livewell Store, drugstore.com will comply with the GNC Consent\nOrders set forth in Exhibit A hereto for so long as they are in effect.\n\n          (d)  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,\nDRUGSTORE.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER,\nDIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,\nIMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH\nRESPECT TO ANY GOODS OR SERVICES TO BE PROVIDED UNDER THE AGREEMENTS, OTHER THAN\nTHOSE EXPRESSLY SET FORTH IN THE AGREEMENTS.\n \n                                                                              12\n\n       9.2  Representations and Warranties of GNC\n\n                9.2.1  GNC hereby represents and warrants to drugstore.com:\n\n       (a)  Authorization.  All corporate action on the part of GNC, its\nofficers, directors and stockholders necessary for the authorization, execution\nand delivery of the Agreements, and the performance of all obligations of GNC\nthereunder has been taken, and the Agreements, when executed and delivered by\nGNC, will constitute valid and legally binding obligations of GNC, enforceable\nagainst GNC in accordance with their terms except as limited by applicable\nbankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and\nother laws of general application affecting enforcement of creditors' rights\ngenerally, as limited by laws relating to the availability of specific\nperformance, injunctive relief, or other equitable remedies.\n\n       (b)  Compliance with Other Instruments.  The execution, delivery and\nperformance of the Agreements and the consummation of the transactions\ncontemplated thereby will not result in any violation of or be in conflict with\nor constitute, with or without the passage of time and giving of notice, a\ndefault under any provision of GNC's charter or bylaws or any instrument,\njudgment, order, writ, decree or contract to which GNC is a party or by which it\nis bound, or any provision of any federal or state statute, rule or regulation\napplicable to GNC, the effect of which would have a material adverse effect on\nthe ability of GNC to perform its obligations under the Agreements.\n\n       (c)  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, GNC\nMAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, DIRECTLY OR\nINDIRECTLY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED\nWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT\nTO ANY GOODS OR SERVICES TO BE PROVIDED UNDER THE AGREEMENTS, OTHER THAN THOSE\nEXPRESSLY SET FORTH IN THE AGREEMENTS.\n \n                                                                              13\n \nSection 10.  Indemnification\n\n       10.1 Indemnification\n\n       GNC and drugstore.com each shall indemnify and hold harmless the other\nand its divisions, its Affiliates and its officers, directors, employees,\nrepresentatives and agents franchises and licensees (the \"Indemnified Parties\")\nfrom and against any and all liabilities, suits, costs, judgments, penalties,\nexpenses, obligations, losses, damages, claims and actions made by a Third\nParty, including, but not limited to, (a) any obligation or liability which may\nbe imposed upon any of the Indemnified Parties as a matter of law, constituting,\nor in any way based upon, resulting from or arising out of any breach or alleged\nbreach by GNC or drugstore.com, as applicable, of any representation, warranty,\nagreement or covenant made by such party in this Agreement, (b) any obligation\nor liability which may be imposed on drugstore.com resulting from or arising out\nof the GNC Brand Products or products manufactured by GNC, statements or\nTrademarks of, or provided by GNC to drugstore.com (in which case GNC will\nindemnify the drugstore.com Indemnified Parties unless the obligation or\nliability was caused by drugstore.com's negligence or willful act), (c) any\nobligation or liability which may be imposed on GNC resulting from or arising\nout of the drugstore.com business (in which case drugstore.com will indemnify\nthe GNC Indemnified Parties unless the obligation or liability was caused by\nGNC's negligence or willful acts), and (d) any cost or expense (including, but\nnot limited to, legal fees and out-of-pocket expenses) reasonably incurred by\nany of the Indemnified Parties (and their counsel) in investigating, preparing\nfor, defending against or otherwise taking any action in connection with any of\nthe foregoing (collectively \"Damages\").\n \n                                                                              14\n\n       10.2  Procedure\n\n       If any claim, demand, assessment or liability or cost incidental thereto\n(collectively, an \"Indemnified Claim\"), is asserted against an Indemnified Party\nin respect of which the Indemnified Party proposes to demand indemnification\nfrom the other party (the \"Indemnifying Party\") pursuant to this Section 10,\nsuch Indemnified Party will promptly notify the Indemnifying Party in writing.\nNo failure of an Indemnified Party to so notify the Indemnifying Party shall\nrelieve the Indemnifying Party from the obligation to indemnify the Indemnified\nParty unless and to the extent the Indemnifying Party is actually prejudiced by\nsuch failure.  Such Indemnified Party will accord the Indemnifying Party the\nopportunity to assume entire control for the defense, compromise or settlement\nof any such Indemnified Claim through its own counsel and at its own expense;\nprovided that no such compromise or settlement shall include any non-monetary\nterms and conditions applicable to such Indemnified Party without the consent of\nthe Indemnified Party; and provided further, that the Indemnified Party may\nretain its own counsel at the Indemnifying Party's expense if (i) the\nIndemnifying Party, within thirty (30) days after notice of any Indemnified\nClaim, fails to assume the defense of such Indemnified Claim or (ii) the\nrepresentation of both the Indemnifying Party and the Indemnified Party would,\nin the reasonable judgment of the parties, be inappropriate due to actual or\npotential conflicting interests between them.  If the Indemnifying Party does\nnot assume entire control of the defense, compromise or settlement of such\nIndemnified Claim, the Indemnified Party may compromise or settle any such\nIndemnified Claim.  drugstore.com and GNC each agrees to cooperate fully with\nrespect to the defense of any Indemnified Claim.\n\nSection 11.  Additional Obligations of the parties\n\n     11.1    Nondisclosure\n\n             11.1.1  A party (the \"Receiving party\") receiving any Confidential\nInformation of the other party (the \"Disclosing party\") will exercise a\nreasonable degree of care, but in no event less than the same degree of care\nthat it uses to protect its own confidential information of a like nature, to\nkeep confidential and not disclose such Confidential Information. Without\nlimiting the generality of the foregoing, the Receiving party shall disclose the\nConfidential Information of the other party only to those of its employees and\ncontractors (a) who have a need to know the Confidential Information in order to\nexercise its license to such Confidential Information, and (b) who are\ncontractually obligated to comply with the disclosure and usage restrictions set\nforth in this Agreement. In addition, each party may, with the prior written\nconsent of the other party (which consent shall not be unreasonably withheld),\ndisclose the existence and terms of this Agreement to potential sources of\nfinancing who are contractually obligated to maintain the confidentiality of\nsuch information; provided, however, that if, after receipt of a written request\nfor consent, the other party does not respond to the request within three (3)\nbusiness days, consent will be deemed to have been given so long as the\nrequested disclosure is not to a person selling goods or services with those\nthat compete with the goods or services sold by the nondisclosing party.\n \n                                                                              15\n\n          11.1.2  The obligations set forth in Section 11.1.1 above shall not\napply to any Confidential Information to the extent it: (a) is approved by \nprior-written authorization of the Disclosing party for release by the Receiving\nparty; (b) is disclosed in order to comply with a judicial order issued by a\ncourt of competent jurisdiction, in which event the Receiving party shall give\nprior written notice to the Disclosing party of such disclosure as soon as\npracticable and shall cooperate with the Disclosing party in using all\nreasonable efforts to obtain an appropriate protective order or equivalent,\nprovided that the information shall continue to be Confidential Information to\nthe extent it is covered by such protective order or equivalent; (c) becomes\ngenerally available to the public through any means other than a breach by the\nReceiving party of its obligations under this Agreement; (d) was in the\npossession of the Receiving party without obligation of confidentiality prior to\nreceipt or disclosure under this Agreement as evidenced by written records made\nprior to such receipt or disclosure; (e) is developed independently by the\nReceiving party without the use of or benefit from any of the Confidential\nInformation of the other party or without breach of this Agreement, as evidenced\nby written records of the Receiving party in existence as of disclosure by the\nDisclosing party; or (f) is required to be disclosed by government rule or\nregulation (e.g., in connection with a securities filing) or any other\nprovisions of applicable law, provided that the Receiving party gives the\nDisclosing party advance written notice of the disclosure and cooperates with\nthe Disclosing party in any attempt to limit the scope of the required\ndisclosure. In any dispute over whether information is Confidential Information\nunder this Agreement, it will be the burden of the Receiving party to show that\nsuch contested information falls within the exceptions set forth in this Section\n11.1.2.\n\n     11.2  No Contest of GNC Trademarks\n\n     drugstore.com shall not contest or otherwise challenge (e.g., in any legal\naction or otherwise), or assist or encourage any other Person to contest or\nchallenge, the validity of any GNC Trademark; provided that the foregoing shall\nnot preclude drugstore.com from claiming that the Trademark in question is\ndrugstore.com Trademark.\n\n     11.3  No Contest of drugstore.com Trademarks\n\n     GNC shall not contest or otherwise challenge (e.g., in any legal action\nor otherwise), or assist or encourage any other Person to contest or challenge,\nthe validity of any drugstore.com Trademarks; provided that the foregoing shall\nnot preclude GNC from claiming that the Trademark in question is GNC Trademark.\n \n                                                                              16\n\n     11.4    Insurance\n\n     drugstore.com shall procure and maintain in full force and effect during\nthe term of this Agreement, at drugstore.com's expense, an insurance policy or\npolicies protecting (or shall self insure)  the GNC Products that are consigned\nto drugstore.com under the Consignment Agreement against any loss or damage or\nany expense whatsoever arising out of or occurring upon or in connection with\nthe storage of such GNC Products at the distribution center or the delivery of\nsuch GNC Products from the DC to the purchaser of such GNC Product up to the\nfull replacement value of the Product.\n\nSection 12.  Resolution of Disputes\n\n     12.1    General\n\n     If any dispute arises between the parties relating to this Agreement, each\nparty will follow the dispute resolution procedures set forth in this Section 12\nprior to initiating any litigation or pursuing other available remedies unless\notherwise agreed in writing by the parties at the time the dispute arises.\nNotwithstanding the foregoing, any party may commence litigation without having\nfirst complied with the provisions of this Section 12 if such commencement\noccurs within thirty (30) days prior to the date after which the commencement of\nlitigation would be barred by any statute of limitations, statute of repose or\nother law, rule, regulation, or order of similar import or in order to request\ninjunctive or other equitable relief necessary to prevent irreparable harm. In\nsuch event, the parties will (except as may be prohibited by judicial order)\nnevertheless continue thereafter to follow the procedures set forth in this\nSection 12.\n\n     12.2    Initiation of Procedures\n\n     If a party seeks to initiate the procedures under this Section 12, such\nparty will give written notice thereof to the other party. Such notice will (a)\nstate that it is a notice initiating the procedures under this section, (b)\ndescribe briefly the nature of the dispute and the initiating party's claim or\nposition in connection with the dispute, and (c) identify an individual with\nauthority to settle the dispute on such party's behalf. Within ten (10) days\nafter receipt of any notice under this Section 12.2, the receiving party will\ngive the initiating party written notice that describes briefly the receiving\nparty's claims and positions in connection with the dispute and identifies an\nindividual with the authority to settle the dispute on behalf of the receiving\nparty.\n \n                                                                              17\n\n     12.3    Pre-Litigation Discussion\n\n     The parties will cause the individuals identified in their respective\nnotices under Section 12.2 above to promptly make such investigation of the\ndispute as such individuals deem appropriate. Promptly and in no event later\nthan ten days after the date of the initiating party's notice under Section\n12.2, such individuals will commence discussions concerning resolution of the\ndispute. If the dispute has not been resolved within 30 days after commencement\nof such discussions, then any party may request that the other party make its\npresident available to discuss resolution of such dispute. Each party will cause\nits president to meet together with the other party's president to discuss such\ndispute at a mutually agreed upon time within 15 days after a party makes such\nrequest. If the dispute has not been resolved within 15 days after the\npresidents of the parties have first met, then any party may request that the\nother party make an independent director available to discuss resolution of such\ndispute. \"Independent director\" means any director that is neither an employee\nof, nor an outsider provider of services to, a party. Each party will cause its\nindependent director to meet together with the other party's independent\ndirector to discuss such dispute at a mutually agreed upon time within 10 days\nafter a party makes such request. If the independent directors do not resolve\nthe dispute within five days of their first meeting, the parties shall submit\nthe dispute for non-binding mediation to a mutually agreed upon mediator or\nmediation firm. The parties will use their best efforts to cause the mediator to\nresolve the dispute within 15 days of its submission thereto. If the mediator is\nunable to resolve the dispute within such time period, any party may submit the\ndispute to litigation.\n\nSection 13.  Breach; Termination; Extension\n\n     13.1    Breach by GNC\n\n             13.1.1  In the event of a material breach by GNC of any of its\nmaterial obligations under this Agreement, including any material breach or\ninaccuracy of its representations and warranties, which breach (except for a\nbreach under Section 5.6) GNC does not cure within sixty (60) days after\ndrugstore.com gives GNC written notice thereof, drugstore.com will have any and\nall of the following rights:\n\n             (a) the right to terminate this Agreement; and\n\n             (b) the right to sue for breach.\n\n     13.2    Breach by drugstore.com\n\n            13.2.1  In the event of a material breach by drugstore.com of any\nof its material obligations under this Agreement, including any material breach\nor inaccuracy of its representations and warranties, which breach drugstore.com\ndoes not cure within sixty (60) days after GNC gives drugstore.com written\nnotice thereof, GNC shall have any and all of the following rights:\n\n             (a) the right to terminate this Agreement; and\n \n                                                                              18\n\n             (b) the right to sue for breach.\n\n     13.3    Termination\n\n             13.3.1  This Agreement will terminate upon the earlier of (i)\nexpiration of the Term and (ii) a termination pursuant to Section 13.1 or 13.2.\n\n             13.3.2  Upon expiration of the Term or termination of this\nAgreement pursuant to either Section 13.1 or 13.2, all rights and obligations of\nthe parties under this Agreement shall terminate, except for those rights and\nobligations of the parties existing under Sections 10 and 11.1.\n\n     13.4    Extension\n\n     Unless either party gives the other party written notice not later than 180\ndays prior to the expiration of the initial ten year Term that it does not wish\nto extend the Term, the Term will automatically be extended for successive one\nyear periods. Any additional one year term will automatically be renewed unless\neither party gives the other party written notice to the contrary not later than\nthirty (30) days prior to the expiration of the then current term.\n\nSection 14.  Miscellaneous\n\n     14.1    Relationship\n\n     The parties are independent contractors under this Agreement. Each party\nacknowledges and agrees that it is not and will not be during the Term an\nemployee or an agent of any other party. Nothing in this Agreement will be\ndeemed to constitute, create, give effect to or otherwise recognize a joint\nventure, partnership, franchise or business entity of any kind. Nothing in this\nAgreement will be construed as providing for the sharing of profits or losses\narising out of the efforts of the parties hereto.\n\n     14.2    Assignment\n\n     This Agreement shall be binding upon and inure to the benefit of the\nparties hereto, and the legal representatives, successors in interest and\npermitted assigns, respectively, of each such party. This Agreement shall not be\nassigned in whole or in part by any party without the prior written consent of\nthe other party, such consent not to be unreasonably withheld; provided,\nhowever, that a party may, without consent of the other parties, assign this\nAgreement to an Affiliate of the assignor, or to an entity acquiring\nsubstantially all of the assets or capital stock of the assignor due to merger,\nacquisition or consolidation so long as (a) the assignor remains liable for the\nfull and faithful performance of its obligations hereunder, (b) such Affiliate\nor successor in writing assumes all of the obligations of the assignor under\nthis Agreement and agrees to comply with the terms set forth in this Agreement,\nand (c) a copy of the assignment is provided to the non-assigning parties.\n \n                                                                              19\n\n     14.3  Notices\n\n     All notices, requests, demands, applications, services of process, and\nother communications that are required to be or may be given under this\nAgreement shall be in writing and shall be deemed to have been duly given if\nsent by telecopy or facsimile transmission, answer back requested, or delivered\nby courier or mailed, certified first class mail, postage prepaid, return\nreceipt requested, to the parties to this Agreement at the following addresses:\n\n         If to GNC:\n \n                               Attn:\n \n         If to drugstore.com:  drugstore.com, inc\n                               13920 SE Eastgate Way, \n                               Suite 300 \n                               Bellevue, WA 98005\n                               Attn: General Counsel\n                               Fax: 425-372-3800\n\nor to such other address as the party shall have furnished to the others by\nnotice given in accordance with this Section 14.3. Such notice shall be\neffective (i) if delivered in person or by courier, upon actual receipt by the\nintended recipient, or (ii) if sent by telecopy or facsimile transmission, on\nthe date of transmission unless transmitted after normal business hours, in\nwhich case on the following date, or (iii) if mailed, upon the date of first\nattempted delivery.\n\n     14.4  Waiver\n\n     No provision of this Agreement shall be deemed to be waived and no breach\nexcused unless such waiver or consent shall be in writing and signed by the\nparty that is claimed to have waived or consented. The failure of a party at any\ntime, or from time to time, to require performance by the other parties of any\nprovision hereof shall in no way affect the rights of such party thereafter to\nenforce the same nor shall the waiver by a party of any breach of any provision\nhereof by the other parties constitute a waiver of any succeeding breach of such\nprovision, or a waiver of any provision itself, or a waiver of any other\nprovisions hereof.\n \n                                                                              20\n\n     14.5  Severability\n\n     This Agreement will be enforced to the fullest extent permitted by\napplicable law. If for any reason any provision of this Agreement is held to be\ninvalid or unenforceable to any extent, then such: (a) provision will be\ninterpreted, construed or reformed to the extent reasonably required to render\nthe same valid, enforceable and consistent with the original intent underlying\nsuch provision; (b) provision will be void to the extent it is held to be\ninvalid or unenforceable; (c) provision will remain in effect to the extent that\nit is not invalid or unenforceable; and (d) invalidity or unenforceability will\nnot affect any other provision of this Agreement or any other agreement between\nthe parties.\n\n     14.6  Remedies\n\n     Except as otherwise expressly provided in this Agreement, each and all of\nthe rights and remedies provided in this Agreement, and each and all of the\nremedies allowed at law and in equity, will be cumulative, and the exercise of\none right or remedy will not be exclusive of the right to exercise or resort to\nany and all other rights or remedies provided in this Agreement or at law or in\nequity.\n\n     14.7  Injunctive Relief\n\n     The parties acknowledge that a material breach of this Agreement would\ncause irreparable harm, the extent of which would be difficult to ascertain.\nAccordingly, they agree that, in addition to any other legal remedies to which\nthe non-breaching party may be entitled, such party will be entitled to obtain\nimmediate injunctive relief in the event of a material breach of this Agreement.\n\n     14.8  Governing Law\n\n     This Agreement will be governed by and construed according to the laws of\nthe State of Delaware without regard to its choice of law provisions. The\nparties consent to the jurisdiction of such courts and waive any right to assert\nthat any such court constitutes an inconvenient or improper forum.\n \n                                                                              21\n\n     14.9  Publicity\n\n     Neither party shall, without the approval of the other, make any press\nrelease or other public announcement concerning the transactions contemplated by\nthe Agreements, except as and to the extent that any such party shall be so\nobligated by law or by the rules, regulations or policies of any national\nsecurities exchange or association or governmental entity, in which case the\nother party shall be advised and the parties shall use their best efforts to\ncause a mutually agreeable release or announcement to be issued; provided,\nhowever, that the parties hereby acknowledge and agree that communications among\nemployees of the parties and their attorneys, representatives and agents\nnecessary to consummate the transactions contemplated hereby shall not be deemed\na public announcement for purposes of this Section 14.9. Upon the execution and\ndeliver of this Agreement, the parties hereto will cooperate in respect of the\nimmediate issuance of a mutually acceptable press release relating to the\ntransactions contemplated by the Agreements.\n\n     14.10  Entire Agreement\n\n     All Exhibits and Schedules to this Agreement are incorporated in and\nconstitute a part of this Agreement. This Agreement, including the Exhibits and\nSchedules hereto, each as amended from time to time, constitutes the entire\nunderstanding between the parties in relation to the subject matter hereof and\nsupersede all prior discussions, agreements and representations related to this\nsubject matter, whether oral or written and whether or not executed by a party.\nUnless otherwise provided in this Agreement, no modification, amendment or other\nchange may be made to this Agreement or any part thereof unless reduced to\nwriting and executed by authorized representatives of all parties.\n\n     14.11  Counterparts\n\n     This Agreement may be executed in two or more counterparts, each of which\nwill be deemed an original, but all of which together will constitute one and\nthe same instrument.\n\n     14.12  Titles and Subtitles\n\n     The titles and subtitles used in this Agreement and in the Exhibits and\nSchedules hereto are used for convenience only and are not to be considered in\nconstruing or interpreting this Agreement.\n\n\n                            [Signature Page Follows]\n                            \n                                        \n \n                                                                              22\n\n       In witness whereof, the parties have duly entered into this Main\nAgreement as of the date first written above.\n\n\n\nGNC:                                     drugstore.com:\n  \n \nGENERAL NUTRITION CORPORATION            DRUGSTORE.COM, INC.\n  \n \n \n \nBy: \/s\/ James M. Sander                  By: \/s\/ Peter M. Neupert\n    Name: James M. Sander                    Name: Peter M. Neupert\n    Title: Vice President                    Title: President and CEO\n\nAddress: 300 Sixth Avenue                Address:  13920 SE Eastgate Way \n         Pittsburgh, PA 15222                      Suite 300\n                                                   Bellevue, WA 98005<\/description><\/sequence><\/type><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8693],"corporate_contracts_industries":[9496],"corporate_contracts_types":[9613,9617],"class_list":["post-42502","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-rite-aid-corp","corporate_contracts_industries-retail__drug","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42502","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42502"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42502"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42502"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42502"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}