Common use of Communication and Changes to Project Parameters Clause in Contracts

Communication and Changes to Project Parameters. a. The responsibilities of the Parties to this Agreement are set forth in the Project Parameters (Exhibit 1). In the event of a conflict between the terms and conditions among the body of this Development Agreement and/or the Exhibits, the terms and conditions that govern shall be determined by the following in the following order: (i) the body of the Development Agreement, and (ii) the Exhibits and appropriate attachments. b. Each Party shall name a finite number of personnel as Core Team members. The Core Team members (Exhibit 2) must comprise at least one Project Manager each for QTX and STRATEC. Each Party may replace any of its Core Team members with prior notice to the other Party. Each Party shall primarily communicate to the other Party through, and direct any and all communication regarding the development activities performed under this Agreement to, the other Party’s Project Manager. When appropriate, Core Team members of each Party may communicate directly. Any communication from one Party to the other Party that is not directed to a Core Team member shall be deemed as being outside the scope of this Agreement and shall not bind either Party. c. STRATEC shall be responsible for establishing and maintaining, at its own expense, the Change Control for all released STRATEC documents regarding any changes to design of the Instrument. STRATEC shall establish a shared file system and QTX shall have online access to it. Change Control shall start immediately after the prototype phase of the development, using a modified process to be agreed upon between the Parties. Beginning with the manufacturing of LSR Validation Instruments the Parties shall employ a Change Control process in its full scope, following the then current version of STRATEC’s SOP PB035 attached hereto as an example applicable at the date of execution of this Agreement as Exhibit 3. d. QTX agrees that any requested and agreed change in Project Parameters (Exhibit 1), any Modification, or other QTX requested and agreed upon changes of the Development Services and the respective Milestones may lead to an upward adjustment of the consideration as agreed in Section 2.2 compensating STRATEC for the additional efforts and/or change of internal reallocation of resources and cost, if applicable; provided however that STRATEC shall not be obligated to agree to any such changes without an agreed upon written adjustment agreement amending this Agreement as to adjusted consideration and revised time lines for any Development Services.

Communication and Changes to Project Parameters. a. The responsibilities of the Parties to this Agreement are set forth in the Project Parameters (Exhibit 1). In the event of a conflict between the terms and conditions among the body of this Development Agreement and/or the Exhibits, the terms and conditions that govern Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. shall be determined by the following in the following order: (i) the body of the Development Agreement, and (ii) the Exhibits and appropriate attachments. b. Each Party shall name a finite number of personnel as Core Team members. The Core Team members (Exhibit 2) must comprise at least one Project Manager each for QTX and STRATEC. Each Party may replace any of its Core Team members with prior notice to the other Party. Each Party shall primarily communicate to the other Party through, and direct any and all communication regarding the development activities performed under this Agreement to, the other Party’s Project Manager. When appropriate, Core Team members of each Party may communicate directly. Any communication from one Party to the other Party that is not directed to a Core Team member shall be deemed as being outside the scope of this Agreement and shall not bind either Party. c. STRATEC shall be responsible for establishing and maintaining, at its own expense, the Change Control for all released STRATEC documents regarding any changes to design of the Instrument. STRATEC shall establish a shared file system and QTX shall have online access to it. Change Control shall start immediately after the prototype phase of the development, using a modified process to be agreed upon between the Parties. Beginning with the manufacturing of LSR Validation Instruments the Parties shall employ a Change Control process in its full scope, following the then current version of STRATEC’s SOP PB035 attached hereto as an example applicable at the date of execution of this Agreement as Exhibit 3. d. QTX agrees that any requested and agreed change in Project Parameters (Exhibit 1), any Modification, or other QTX requested and agreed upon changes of the Development Services and the respective Milestones may lead to an upward adjustment of the consideration as agreed in Section 2.2 compensating STRATEC for the additional efforts and/or change of internal reallocation of resources and cost, if applicable; provided however that STRATEC shall not be obligated to agree to any such changes without an agreed upon written adjustment agreement amending this Agreement as to adjusted consideration and revised time lines for any Development Services.

Communication and Changes to Project Parameters. a. The responsibilities of the Parties to this Agreement are set forth in the Project Proposal and the Project Parameters (Exhibit 1Exhibits A and B). In the event of a conflict between the terms and conditions among the body of this Development Agreement and/or the Exhibits, the terms and conditions that govern shall be determined by the following in the following order: (ia) the body of the Development Agreement, and (iib) the Exhibits and appropriate attachments, and (c) any other documentation associated with this Agreement. b. Each Party party shall name a finite number of personnel as Core Team membersDesignated Project Members. The Core Team members (Exhibit 2) Designated Project Members must comprise at least one Project Manager each for QTX Gen-Probe and STRATEC. Each Party may replace any of its Core Team members with prior notice to the other Party. Each Party party shall primarily communicate to the other Party party through, and direct any and all communication regarding the development activities performed under this Agreement to, the other Partyparty’s Project Manager. When appropriate, Core Team members Designated Project Members of each Party party may communicate directly. Any communication from one Party party to the other Party party that is not directed to a Core Team member Designated Project Member shall be deemed as being outside the scope of this Agreement and shall not bind either Partyparty. c. Following the Effective Date of this Agreement (1) Gen-Probe may request changes to the Project Parameters, (2) STRATEC may reject, pursuant to section 2.1(a), development work performed by Gen-Probe, so that STRATEC proposes to re-allocate responsibility for such development work from Gen-Probe to STRATEC, and (3) STRATEC may propose other changes to the Project Parameters. The party proposing a change to the Project Parameters shall deliver to the other party a proposed “Work Statement.” Any “Work Statement” submitted after Phase 1 shall generally contain the following information: a description of the proposed change and associated services; the party proposed to perform such services; the estimated cost of development any services required from STRATEC and the proposed payment schedule; the estimated time schedule for performance and delivery of the deliverables; completion and acceptance criteria; and the effect, if any, on the proposed transfer price of each type of instrument affected. Upon receipt of a proposed Work Statement, the parties shall negotiate in good faith to mutually agree upon a final Work Statement. At the conclusion of Phase 1, STRATEC shall provide Gen-Probe with a summary of any changes in the cost of development services or transfer prices as a result of changes in the Project Parameters during Phase 1. The Phase 1 Summary and all subsequent Work Statements must be in writing and may only be submitted by the parties’ respective project managers. If approved, such written work statements shall be attached to this Agreement as an amendment to Exhibit B. Work Statements that are likely to result in a delay to the Project Schedule of less than thirty (30) working days and increase the costs of the development of the Panther by less than [***] or will impact the transfer price by less than [***] may be approved by the parties’ respective project managers. Otherwise, Work Statements must be approved by the Steering Committee. STRATEC shall not refuse to accept any Work Statement if Gen-Probe agrees to pay the cost of the development services and the adjusted transfer prices. Gen-Probe shall not have any obligation to approve any Work Statement. If Gen-Probe refuses to pay the costs associated with STRATEC’S rejection of Gen-Probe’s work pursuant to Section 2.1(a), then STRATEC shall be relieved of its obligations under Sections 6.2 and 6.3 to the extent such decision negatively impacts the reliability of the instrument. d. STRATEC shall be responsible for establishing and maintaining, at its own expense, maintaining the Change Control for all released STRATEC documents regarding any changes to design of the InstrumentPanther. STRATEC shall establish a shared file system and QTX Gen-Probe shall have online access to it. Change Control shall start immediately after the prototype phase of the development, using a modified process to be agreed upon between the Parties. Beginning with the manufacturing of LSR Panther Validation Instruments the Parties shall employ a Change Control process in its full scope, following the then current version of comprising ECN (engineering change notice) / ECR (engineering change request) / TB (technical bulletin) equivalent to STRATEC’s SOP PB035 SOPs 2.4.3, 2.4.4 and 2.4.5 attached hereto as an example applicable at the date of execution of this Agreement as Exhibit 3. d. QTX agrees that any requested and agreed change in Project Parameters (Exhibit 1), any Modification, or other QTX requested and agreed upon changes of the Development Services and the respective Milestones may lead to an upward adjustment of the consideration as agreed in Section 2.2 compensating STRATEC for the additional efforts and/or change of internal reallocation of resources and cost, if applicable; provided however that STRATEC shall not be obligated to agree to any such changes without an agreed upon written adjustment agreement amending this Agreement as to adjusted consideration and revised time lines for any Development Services.E.