Common use of Enhancements Clause in Contracts

Enhancements. (a) During the term of this Agreement, IRORI shall notify BMS promptly after the development of any Enhancement not developed for BMS pursuant to Section 5.4(b). Any such notice shall include a copy of the applicable Enhancement Specifications. BMS shall have the right to purchase, or to obtain a Right and License to use, as the case may be, any or all such Enhancements. In the event that BMS wishes to purchase any such Enhancement or such Right and License, BMS shall notify IRORI, and IRORI shall quote BMS a price therefor (the "Enhancement Purchase Price"). *** *** ***. BMS may purchase such Enhancement or a Right and License to use same, as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent with the terms of this Agreement, within *** . (b) In addition, BMS shall have the right to request, from time to time, that IRORI develop Enhancements to meet Enhancement Specifications proposed by BMS. IRORI shall not unreasonably refuse to develop any such Enhancements. Promptly after any such request by BMS, the Development Committee shall develop the Enhancement Specifications for the Enhancement. Promptly after the Enhancement Specifications have been finalized, IRORI shall quote BMS the Enhancement Purchase Price for the development and incorporation of such Enhancement into the System (and, to the extent necessary a Right and License to use same), *** , and shall provide a good faith estimate of the time IRORI will require to develop such Enhancement. BMS may purchase such Enhancement or a Right and License to use same, as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent with the terms of this Agreement, *** . Following receipt of any such purchase order, IRORI shall use its best commercial efforts to deliver and incorporate into the System such Enhancement within the estimated development period. (c) For a period of *** after IRORI's incorporation of any Enhancement into the System, BMS shall have the right to test the System to verify that the Enhancement conforms to the applicable Enhancement Specifications (using the testing protocol developed by the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission

Enhancements. (a) During The parties hereto acknowledge that CryoCor intends to commit such resources and personnel as CryoCor shall deem appropriate to design and make such modifications, improvements and enhancements to the term Cryogen Intellectual Property Rights and/or Licensed Products as shall be necessary in order to meet CryoCor’s customers’ requirements. Beginning on the date hereof and continuing until […***…], CryoCor covenants and agrees to promptly (i) notify Cryogen of this Agreementeach such modification, IRORI shall notify BMS promptly after improvement or enhancement and (ii) prepare and provide to Cryogen a Written Idea Memorandum with respect to each such modification, improvement or enhancement, in each case, upon the discovery or development of any such modification, improvement or enhancement. With respect to any such modification, improvement or enhancement that is a CryoCor Enhancement not developed for BMS (as defined in Section 1.3 hereof) or a Joint Enhancement (as defined in Section 1.13 hereof), CryoCor does further covenant and agree to provide to Cryogen access to all drawings, specifications, technology and know-how related to such CryoCor Enhancement or Joint Enhancement, so as to enable Cryogen to fully use and exploit such CryoCor Enhancement and Joint Enhancement pursuant to Section 5.4(b)Sections 2.2 and 2.3 hereof. Any such notice CryoCor shall include a copy of the applicable Enhancement Specifications. BMS own all CryoCor Enhancements and shall have full rights as the right owner thereof to purchasefully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate, or subject to obtain a Right and License to useCryogen’s rights, as the case may be, any or all such Enhancements. In the event that BMS wishes granted pursuant to purchase any such Enhancement or such Right Sections 2.2 and License, BMS shall notify IRORI, and IRORI shall quote BMS a price therefor (the "Enhancement Purchase Price"). *** *** ***. BMS may purchase such Enhancement or a Right and License to use same, as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties2.3 hereof, to fully use and exploit the extent that such form is not inconsistent with CryoCor Enhancements in whatever manner it shall deem appropriate within the terms of this Agreement, within *** Cryogen Fields. (b) In additionThe parties hereto acknowledge that Cryogen may commit such resources and personnel as Cryogen shall deem appropriate to design and make such modifications, BMS shall have improvements and enhancements to the right to request, from time to time, that IRORI develop Enhancements Cryogen Intellectual Property Rights as may be necessary in order to meet Enhancement Specifications proposed by BMSCryogen’s or its customers’ requirements. IRORI shall not unreasonably refuse to develop any such Enhancements. Promptly after any such request by BMS, Beginning on the Development Committee shall develop the Enhancement Specifications for the Enhancement. Promptly after the Enhancement Specifications have been finalized, IRORI shall quote BMS the Enhancement Purchase Price for the development date hereof and incorporation of such Enhancement into the System (and, to the extent necessary a Right and License to use same), continuing until […*** *…], Cryogen covenants and shall agrees to promptly (i) notify CryoCor of each such modification, improvement or enhancement and (ii) prepare and provide to CryoCor a good faith estimate of Written Idea Memorandum with respect to each such modification, improvement or enhancement, in each case, upon the time IRORI will require to develop such Enhancement. BMS may purchase such Enhancement discovery or a Right and License to use same, as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent with the terms of this Agreement, *** . Following receipt development of any such purchase ordermodification, IRORI improvement or enhancement. With respect to any such modification, improvement or enhancement that is a Cryogen Enhancement (as defined in Section 1.5 hereof), or a Joint Enhancement (as defined in Section 1.13 hereof), Cryogen does further covenant and agree to provide to CryoCor access to all drawings, specifications, technology and know-how related to such Cryogen Enhancements or Joint Enhancements, so as to enable CryoCor to fully use and exploit such CryoCor Enhancements or Joint Enhancements pursuant to Section 2.1 hereof. Cryogen shall use its best commercial efforts to deliver own all Cryogen Enhancements and incorporate into the System such Enhancement within the estimated development period. (c) For a period of *** after IRORI's incorporation of any Enhancement into the System, BMS shall have full rights as the right to test the System to verify that the Enhancement conforms to the applicable Enhancement Specifications (using the testing protocol developed by the *** Portions of this page have been omitted pursuant to a request for owner thereof to 12. Confidential Treatment and filed separately with the CommissionRequested

Enhancements. (a) During the term of this Agreement, IRORI shall notify BMS RPR promptly after the development of any Enhancement not developed for BMS RPR pursuant to Section 5.4(b). Any such notice shall include a copy of the applicable Enhancement Specifications. BMS RPR shall have the right to purchase, or to obtain a Right and License to use, as the case may be, any or all such Enhancements. In the event that BMS RPR wishes to purchase any such Enhancement or such Right and License, BMS RPR shall notify IRORI, and IRORI shall quote BMS RPR a price therefor (the "Enhancement Purchase Price"). *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. *** *** . BMS RPR may purchase such Enhancement or a Right and License to use same, as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent with the terms of this Agreement, within *** . (b) In addition, BMS RPR shall have the right to request, from time to time, that IRORI develop Enhancements to meet Enhancement Specifications proposed by BMSRPR. IRORI shall not unreasonably refuse to develop any such Enhancements. Promptly after any such request by BMSRPR, the Development Committee shall develop the Enhancement Specifications for the Enhancement. Promptly after the Enhancement Specifications have been finalized, IRORI shall quote BMS RPR the Enhancement Purchase Price for the development and incorporation of such Enhancement into the System (and, to the extent necessary a Right and License to use same), *** , and shall provide a good faith estimate of the time IRORI will require to develop such Enhancement. BMS RPR may purchase such Enhancement or a Right and License to use same, as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent with the terms of this Agreement, within *** . Following receipt of any such purchase order, IRORI shall use its best commercial efforts to deliver and incorporate into the System such Enhancement within the estimated development period. (c) For a period of *** after IRORI's incorporation of any Enhancement into the System, BMS RPR shall have the right to test the System to verify that the Enhancement conforms to the applicable Enhancement Specifications (using the testing protocol developed by the Development Committee). If RPR has failed to notify IRORI that the Enhancement does not conform to the applicable Enhancement Specifications prior to the end of such *** Portions period, then the Enhancement shall be deemed so to conform, and RPR shall be deemed to have accepted it. (d) If such testing indicates that the Enhancement does not conform to the Enhancement Specifications, then prior to the expiration of this page have been omitted pursuant such *** period referred to a request for Confidential Treatment and filed separately in Section 5.4(c), RPR shall notify IRORI of such non-conformity in sufficient detail to allow IRORI to attempt to bring the Enhancement into conformity with the Commissionapplicable Enhancement Specifications. During the 30-day period following receipt of any such notice, IRORI shall use its best commercial efforts to bring the Enhancement into conformity with the applicable Enhancement Specifications, and RPR shall allow IRORI's representatives reasonable access to the System(s), during normal business hours, for such purpose. If RPR reasonably determines, within 15 days after such 30-day period, that the Enhancement does not conform to the applicable Enhancement Specifications, then RPR shall be entitled to reject the Enhancement by notice to IRORI. In the event of any such rejection, IRORI shall promptly un-install the Enhancement and refund to RPR the entire amount of price previously paid by RPR with respect thereto. If RPR has failed to notify IRORI that the Enhancement does not conform to the applicable Enhancement Specifications prior to the end of such 15-day period, then the Enhancement shall be deemed so to conform, and RPR shall be deemed to have accepted it.

Enhancements. 8.1 During such period as a Purchaser is receiving Support Services, and in addition to providing resolutions to defects, problems and/or disturbances reported by a Purchaser, Seller promptly shall notify TWC of all Minor Enhancements available from or through Seller at the same time as such Minor Enhancements are generally made available by Seller to its other customers. Such notice shall reasonably detail any defects, problems and/or disturbances that the Minor Enhancement corrects, as well as all new features or functionality contained in the Minor Enhancement. All Minor Enhancements shall be developed by Seller and made available to the Purchasers [**], provided that the affected Software is either within the Initial Warranty Period or covered by Support Services. Upon delivery, each Minor Enhancement shall be considered part of the “Software” under the Purchase Agreement and this Exhibit. Nothing in this Section shall be construed to require Seller to develop Minor Enhancements or new features at the request of TWC, other than as necessary to provide a resolution to a defect, problem or disturbance, and Seller is not obligated to deliver any specific number of Minor Enhancements. TWC may obtain a list of available Minor Enhancements from Seller at any time upon request. Seller shall deliver each Minor Enhancement to TWC prior to deployment to any Purchaser and within a reasonable amount of time after the Minor Enhancement is made available to other Seller customers. 8.2 During such period as a Purchaser is receiving Support Services, Seller also shall promptly notify TWC of all Major Enhancements available from or through Seller at the same time as such Major Enhancements are generally made available by Seller to its other customers. Such notice shall reasonably detail any new features or functionality contained in the Major Enhancements. All Major Enhancements shall be developed by Seller and made available to the Purchasers [**], provided that the affected Software is either within the Initial Warranty Period or covered by Support Services. Upon delivery, any Major Enhancement shall be considered part of the “Software” under the Purchase Agreement and this Exhibit. Nothing in this Section shall be construed to (ai) require Seller to develop Major Enhancements or new features at the request of TWC, (ii) prevent Seller from declining to develop a Major Enhancement or new feature unless TWC and Seller agree with respect to a separate charge for the development and/or license of such Major Enhancement, or (iii) require a Purchaser to accept or install a particular Major Enhancement (in which case if the Purchaser declines to accept or install a particular Major Enhancement, Seller shall support the current version of the Software used by the Purchaser). Seller shall deliver each Major Enhancement to TWC prior to deployment to any Purchaser and at the same time as the Major Enhancement is made available to other Seller customers. 8.3 TWC may test each Minor Enhancement and Major Enhancement for a reasonable period of time not to exceed [**] days after receipt thereof to confirm that such Minor Enhancement or Major Enhancement does not contain any defects, problems or disturbances. During the term testing process, Seller shall, if requested by TWC, provide TWC reasonable access to Seller personnel who can respond to questions regarding testing and acceptance or rejection of the Minor Enhancement or Major Enhancement. If such testing reveals that an Minor Enhancement or Major Enhancement contains a defect, problem or disturbance, Seller shall promptly correct such issue and/or replace such Minor Enhancement or Major Enhancement with a corrected version. If Seller is not able to correct any such issue, a Purchaser will have the right not to deploy the Minor Enhancement or Major Enhancement (in which case Seller shall support the current version of the Software used by the Purchaser). 8.4 Provided that the affected Software is either within the Initial Warranty Period or covered by Support Services, Seller shall support each Minor Enhancement and Major Enhancement for a minimum period of [**] after release thereof to any Purchaser, and Seller shall in any event support the last [**] Major Versions (as defined herein) that have been released to any Purchaser. For purposes of this AgreementExhibit, IRORI “Major Version” shall notify BMS promptly after mean a version of the development Software where there is a change in the X component of the X.YY.ZZ release number. All version numbers shall be reasonably determined by Seller in accordance with normal industry practice. All Minor Enhancements and Major Enhancements shall (i) be fully compatible with the prior release of the Software, such that any and all software and equipment that is interoperable with the prior release shall be interoperable to the same extent with the then-current Minor Enhancement or Major Enhancement without the Purchaser having to make material expenditures for new equipment or other ancillary items and subject only to reasonable requirements agreed upon by TWC and Seller, and (ii) not developed cause any material diminution in functionality or performance of the Equipment or material non-compliance with the Specifications. 8.5 Seller shall make available to each Purchaser any and all changes and additions to, or reissues of, applicable documentation originally provided with the Software, as necessary to keep the documentation reasonably current with the latest release of the Software, [**]. Seller shall make available to each Purchaser, upon request, documentation for BMS each Minor Enhancement or Major Enhancement describing each defect, problem and/or disturbance addressed by such Minor Enhancement or Major Enhancement and its solution, access to new files containing the solution, and a description of a test procedure to confirm the solution. 8.6 Seller shall not introduce any Minor Enhancement or Major Enhancement or any other revisions, modifications or alterations in any other form to the Software to TWC or any Purchaser unless and until Seller has delivered such Minor Enhancement or Major Enhancement or such other revisions, modifications or alterations to TWC for testing pursuant to Section 5.4(b). Any 8.3 and such notice shall include a copy of the applicable Minor Enhancement Specifications. BMS shall have the right to purchase, or to obtain a Right and License to use, as the case may be, any or all such Enhancements. In the event that BMS wishes to purchase any such Major Enhancement or such Right and Licenseother revisions, BMS shall notify IRORI, and IRORI shall quote BMS a price therefor (the "Enhancement Purchase Price"). *** *** ***. BMS may purchase such Enhancement modifications or a Right and License to use same, as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent with the terms of this Agreement, within *** . (b) In addition, BMS shall have the right to request, from time to time, that IRORI develop Enhancements to meet Enhancement Specifications proposed by BMS. IRORI shall not unreasonably refuse to develop any such Enhancements. Promptly after any such request by BMS, the Development Committee shall develop the Enhancement Specifications for the Enhancement. Promptly after the Enhancement Specifications alterations have been finalized, IRORI shall quote BMS the Enhancement Purchase Price for the development and incorporation of such Enhancement into the System (and, to the extent necessary a Right and License to use same), *** , and shall provide a good faith estimate of the time IRORI will require to develop such Enhancement. BMS may purchase such Enhancement or a Right and License to use same, as the case may be, accepted by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent with the terms of this Agreement, *** . Following receipt of any such purchase order, IRORI shall use its best commercial efforts to deliver and incorporate into the System such Enhancement within the estimated development periodTWC. (c) For a period of *** after IRORI's incorporation of any Enhancement into the System, BMS shall have the right to test the System to verify that the Enhancement conforms to the applicable Enhancement Specifications (using the testing protocol developed by the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission

Enhancements. (a) During Tribune may request that AdStar create Enhancements to the term CareerBuilder Service, and AdStar agrees to use its best efforts in performing the services to develop such Enhancements. Tribune may also request that AdStar create improvements or modifications to the CareerBuilder Service to be used in Other Classified Verticals and such improvements or modifications will be considered Enhancements for the purposes of this Agreement, IRORI . The use of the Tribune Developers to create Enhancements shall notify BMS promptly after the development of any Enhancement not developed for BMS pursuant be chargeable to Section 5.4(b)Tribune. Any such notice shall include work related to Enhancements that requires employees or consultants in addition to the Tribune Developers will be chargeable to Tribune on a copy of the applicable Enhancement Specifications. BMS time and materials basis without mark-up; provided, however, that if Tribune's concept for an Enhancemxxx is under active development by AdStar with a projected deployment date ("Deployment Date"), Tribune shall have the right option to purchase(i) wait until the Deployment Date and receive the new functionality as an Upgrade, or to obtain a Right and License to use, as (ii) request that the case may be, new functionality be developed on an accelerated basis with Tribune paying any or all such Enhancements. In the event that BMS wishes to purchase any such Enhancement or such Right and License, BMS shall notify IRORI, and IRORI shall quote BMS a price therefor (the "Enhancement Purchase Price"). *** *** ***. BMS may purchase such Enhancement or a Right and License to use same, as the case may be, by submitting a purchase order which is applicable fees in a form mutually acceptable to the parties, to the extent that such form is not inconsistent accordance with the terms Agreement. If Tribune opts to proceed under clause (ii), the Parties shall mutually agree whether such new functionality will be considered an Enhancement (and subject to Article VIII) or, if not, whether any period of this Agreement, within *** exclusivity will apply and whether and on what basis AdStar will repay to Tribune any fees paid for development of the new functionality or reimburse Tribune for the use of the Tribune Developers. (b) In addition, BMS Tribune shall have request a Statement of Work from AdStar for each Enhancement to the right to request, from time to time, that IRORI develop Enhancements to meet Enhancement Specifications proposed by BMSCareerBuilder Service it desires. IRORI AdStar shall not unreasonably refuse to develop any such Enhancements. Promptly after any deliver the requested Statement of Work within 10 days of each such request by BMS, and prior to commencing work. Each Statement of Work shall set forth: (i) the Development Committee shall develop type of Enhancement and the related services to be provided; (ii) the scope of the services; (iii) any specific Confidential Information (as defined below) of a Party to be incorporated into or form the basis of the Enhancement Specifications (iv) the estimated Development Schedule (as defined below) for the delivery of the Enhancement. Promptly after ; (v) the Enhancement Specifications have been finalized, IRORI shall quote BMS the Enhancement Purchase Price time and materials rates for the development services; and incorporation (vi) if applicable, the name and contact information of such Tribune's project manager responsible for coordinating the development of the Enhancement from the perspective of Tribune. All Statements of Work shall be deemed incorporated by reference into the System (and, this Agreement and subject to the extent necessary a Right rights and License to use same), *** , and shall provide a good faith estimate obligations of the time IRORI will require to develop such Enhancement. BMS may purchase such Enhancement or a Right and License to use same, Parties as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent with the terms of this Agreement, *** . Following receipt of any such purchase order, IRORI shall use its best commercial efforts to deliver and incorporate into the System such Enhancement within the estimated development periodstated herein. (c) For a period of *** after IRORI's incorporation of any Enhancement into the System, BMS shall have the right to test the System to verify that the Enhancement conforms to the applicable Enhancement Specifications (using the testing protocol developed by the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission

Enhancements. (a) During Tribune may request that AdStar create Enhancements to the term CareerBuilder Service, and AdStar agrees to use its best efforts in performing the services to develop such Enhancements. Tribune may also request that AdStar create improvements or modifications to the CareerBuilder Service to be used in Other Classified Verticals and such improvements or modifications will be considered Enhancements for the purposes of this Agreement, IRORI . The use of the Developers to create Enhancements shall notify BMS promptly after the development of any Enhancement not developed for BMS pursuant be chargeable to Section 5.4(b)Tribune. Any such notice shall include work related to Enhancements that requires employees or consultants in addition to the Developers will be chargeable to Tribune on a copy of the applicable Enhancement Specifications. BMS time and materials basis without mark-up; provided, however, that if Tribune's concept for an Enhancxxxxt is under active development by AdStar with a projected deployment date ("Deployment Date"), Tribune shall have the right option to purchase(i) wait until the Deployment Date and receive the new functionality as an Upgrade, or to obtain a Right and License to use, as (ii) request that the case may be, new functionality be developed on an accelerated basis with Tribune paying any or all such Enhancements. In the event that BMS wishes to purchase any such Enhancement or such Right and License, BMS shall notify IRORI, and IRORI shall quote BMS a price therefor (the "Enhancement Purchase Price"). *** *** ***. BMS may purchase such Enhancement or a Right and License to use same, as the case may be, by submitting a purchase order which is applicable fees in a form mutually acceptable to the parties, to the extent that such form is not inconsistent accordance with the terms Agreement. If Tribune opts to proceed under clause (ii), the Parties shall mutually agree whether such new functionality will be considered an Enhancement (and subject to Article VIII) or, if not, whether any period of this Agreement, within *** exclusivity will apply and whether and on what basis AdStar will repay to Tribune any fees paid for development of the new functionality or reimburse Tribune for the use of the Developers. (b) In addition, BMS Tribune shall have request a Statement of Work from AdStar for each Enhancement to the right to request, from time to time, that IRORI develop Enhancements to meet Enhancement Specifications proposed by BMSCareerBuilder Service it desires. IRORI AdStar shall not unreasonably refuse to develop any such Enhancements. Promptly after any deliver the requested Statement of Work within ten (10) days of each such request by BMS, and prior to commencing work. Each Statement of Work shall set forth: (i) the Development Committee shall develop type of Enhancement and the related services to be provided; (ii) the scope of the services; (iii) any specific Confidential Information (as defined below) of a Party to be incorporated into or form the basis of the Enhancement Specifications (iv) the estimated Development Schedule (as defined below) for the delivery of the Enhancement. Promptly after ; (v) the Enhancement Specifications have been finalized, IRORI shall quote BMS the Enhancement Purchase Price time and materials rates for the development services; and incorporation (vi) if applicable, the name and contact information of such Tribune's project manager responsible for coordinating the development of the Enhancement from the perspective of Tribune. All Statements of Work shall be deemed incorporated by reference into the System (and, this Agreement and subject to the extent necessary a Right rights and License to use same), *** , and shall provide a good faith estimate obligations of the time IRORI will require to develop such Enhancement. BMS may purchase such Enhancement or a Right and License to use same, Parties as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent with the terms of this Agreement, *** . Following receipt of any such purchase order, IRORI shall use its best commercial efforts to deliver and incorporate into the System such Enhancement within the estimated development periodstated herein. (c) For a period of *** after IRORI's incorporation of any Enhancement into the System, BMS shall have the right to test the System to verify that the Enhancement conforms to the applicable Enhancement Specifications (using the testing protocol developed by the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission

Enhancements. (a) During Customer may periodically request customizations, enhancements, additions or modifications (each an "Enhancement") to the term FDR System. FDR shall evaluate all such requests and, if terms and conditions can be agreed to (which shall include written specifications acceptable to and approved by FDR, acting in good faith; and, except with respect to the Free Programming, payment by Customer of this AgreementFDR's development charges), IRORI FDR shall notify BMS develop and implement each such Enhancement pursuant to terms, conditions and specifications mutually agreed to by the parties in writing prior to FDR's commencing work on the Enhancement. Such written terms and conditions may, but need not necessarily, include a period during which the Enhancement will be used solely by and for the benefit of Customer. FDR will consider all such Customer requests for Enhancement exclusivity periods in good faith. The parties understand and agree that FDR is under no obligation to develop or implement any Enhancement if terms and conditions (including specifications) acceptable to FDR, acting in good faith, cannot be agreed to. Customer has the right, upon notice and at all reasonable times and subject to applicable FDR confidentiality and security policies, procedures and restrictions, to inspect the results of the Enhancement development and implementation services provided by FDR. Enhancements shall be accepted only upon written notice of acceptance from Customer, which may only be withheld for their material failure to comply with applicable specifications. Such specifications shall be agreed to by the parties in writing prior to FDR's commencing work on the Enhancement. FDR shall promptly after the development correct any such defects at its own expense as a condition of Customer's acceptance. Timing of any Enhancement not developed is subject to scheduling and prioritization by FDR of FDR's available resources; provided, however, that FDR shall comply with all applicable milestones and deadlines agreed to by the parties in writing. The FDR System and any Enhancements shall remain solely the property of FDR, and, except for BMS the license provided pursuant to Section 5.4(b2.8(b). Any such notice , Customer shall include a copy of acquire no right, claim or interest in the applicable Enhancement Specifications. BMS shall have the right to purchase, FDR System or to obtain a Right and License to use, as the case may be, any or all such Enhancements. In the event that BMS wishes to purchase any such Enhancement or such Right and License, BMS shall notify IRORI, and IRORI shall quote BMS a price therefor (the "Enhancement Purchase Price"). *** *** ***. BMS may purchase such Enhancement or a Right and License to use same, as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent with the terms of this Agreement, within *** Enhancement. (b) In additionWith respect to Enhancements either paid for by Customer or developed for Customer using the Free Programming, BMS FDR hereby grants to Customer a worldwide, perpetual, non-exclusive, non-transferable (except as permitted in Section 14.1 below) license to use said Enhancements (including, without limitation, any ideas, concepts, inventions, know-how, drawings, specifications, flowcharts and other documentation that are conceived, created or reduced to practice by FDR as a result of the development and/or implementation of said Enhancements) for its internal business and that of its Affiliates; provided, however, that the license does not extend to or include any other part of the FDR System, or any third-party software or other third-party intellectual property that is a part of said Enhancements, which such third-party software or other third-party intellectual property will be identified to Customer by FDR in writing upon FDR's completion of the design specification process. Apart from this limited license to use certain parts of certain Enhancements, nothing in this Section shall have the be deemed to grant Customer any right to requestuse the FDR System other than as specifically allowed in this Agreement. Nor shall anything in this Section be deemed to grant FDR any rights in Customer's Proprietary Information other than those specifically allowed in this Agreement. For the avoidance of doubt, from time to time, that IRORI develop Enhancements to meet Enhancement Specifications proposed by BMS. IRORI the CCAD Implementation shall not unreasonably refuse to develop any such Enhancements. Promptly after any such request by BMS, the Development Committee shall develop the be considered an Enhancement Specifications for the Enhancement. Promptly after the Enhancement Specifications have been finalized, IRORI shall quote BMS the Enhancement Purchase Price for the development and incorporation of such Enhancement into the System (and, to the extent necessary a Right and License to use same), *** , and shall provide a good faith estimate of the time IRORI will require to develop such Enhancement. BMS may purchase such Enhancement or a Right and License to use same, as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent with the terms purposes of this Agreement, *** . Following receipt of any such purchase order, IRORI shall use its best commercial efforts to deliver and incorporate into the System such Enhancement within the estimated development period. (c) For a period of *** after IRORI's incorporation of any Enhancement into the System, BMS shall have the right to test the System to verify that the Enhancement conforms to the applicable Enhancement Specifications (using the testing protocol developed by the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission

Enhancements. (a) During Wal-Mart may from time to time during the term of this AgreementAgreement require PhotoChannel to make Enhancements to the System, IRORI PCUploader and/or the PhotoChannel Lab System Software or to create accessories or utilities for the Branded System. Subject to Section 5.2, all such work shall notify BMS promptly after be done on a time and material basis at the lowest rate PhotoChannel then charges to any of its customers; provided that such rate shall be no higher than $150 per hour and that PhotoChannel shall obtain Wal-Mart's consent prior to engaging any expenses. Should Wal-Mart desire the development of any Enhancement not developed an Enhancement, it shall deliver to PhotoChannel a written statement of requirements for BMS pursuant to Section 5.4(b). Any such notice shall include a copy of the applicable Enhancement Specifications. BMS shall have Enhancements in the right to purchase, or to obtain a Right and License to use, as the case may be, any or all such Enhancements. In the event that BMS wishes to purchase any such Enhancement or such Right and License, BMS shall notify IRORI, and IRORI shall quote BMS a price therefor form set forth in Schedule 5.2 (the "Enhancement Purchase PriceSTATEMENT OF WORK"). *** *** ***Within five (5) Business Days of receiving the Statement of Work, PhotoChannel shall provide Wal-Mart with a price quote for the work it estimates will be required to implement the required Enhancements. BMS may purchase such Enhancement PhotoChannel shall also provide Wal-Mart with a project schedule for the development of the required Enhancements in the form set forth in the Statement of Work. Should Wal-Mart authorize PhotoChannel to proceed, PhotoChannel shall use its best efforts to complete the Enhancements within the time period allotted for each phase of development and to complete said Enhancements on or a Right before any deadline set forth and License mutually agreed to use same, as the case may be, by submitting a purchase order which is in a form mutually acceptable any accepted Statement of Work. The development of said Enhancements shall be subject to the partiesterms and conditions set forth in the Statement of Work, to the extent provided, however, that should such form is not terms and conditions be inconsistent with the terms and conditions hereof, the terms and conditions hereof shall prevail. PhotoChannel shall notify Wal-Mart at least ten (10) Business Days prior to incorporating said Enhancements, such notice to include full particulars of the proposed Enhancements, including without limitation all Documentation relating thereto. The incorporation of Enhancements shall in no way limit the scope of PhotoChannel's obligations, covenants, representations, warranties or indemnities set forth hereunder or any liability of PhotoChannel which may arise under this Agreement. Unless Wal-Mart otherwise consents in writing, within *** . (b) In addition, BMS PhotoChannel shall have the right to request, refrain from time to time, that IRORI develop Enhancements to meet allowing any of its customers from using any Enhancement Specifications proposed by BMS. IRORI shall not unreasonably refuse to develop any such Enhancements. Promptly after any such request by BMS, the Development Committee shall develop the Enhancement Specifications for the Enhancement. Promptly after the Enhancement Specifications have been finalized, IRORI shall quote BMS the Enhancement Purchase Price for the development and incorporation of such Enhancement into the System (and, to the extent necessary a Right and License to use same), *** , and shall provide a good faith estimate of the time IRORI will require to develop such Enhancement. BMS may purchase such Enhancement or a Right and License to use same, as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent with the terms of this Agreement, *** . Following receipt of any such purchase order, IRORI shall use its best commercial efforts to deliver and incorporate into the System such Enhancement within the estimated development period. (c) For a period of *** six (6) months after IRORI's incorporation of any such Enhancement into the System, BMS shall have the right to test the System to verify that the Enhancement conforms has been implemented with respect to the applicable Branded System; provided, however, that where PhotoChannel can show that it had committed to delivering an Update incorporating the same or substantially the same functionality as said Enhancement Specifications within a period of six (using 6) months from the testing protocol developed by date Wal-Mart delivered the *** Portions relevant Statement of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the CommissionWork, no such exclusivity period shall apply.

Enhancements. (a) During WU may periodically request customizations, enhancements, additions or modifications (each an “Enhancement”) to the term Services or to the IPS System. Within a reasonable time after receipt from WU of this Agreementa request for an Enhancement, IRORI IPS shall notify BMS promptly after the development of any Enhancement not developed for BMS pursuant provide to Section 5.4(b). Any such notice shall include WU a copy preliminary estimate of the applicable anticipated cost of developing and implementing the Enhancement Specifications. BMS shall have (the right to purchase, or to obtain a Right and License to use, as the case may be“Enhancement Cost”), any or all such Enhancementsrelated changes to the Processing Fees, and any system changes that WU would be required to make associated with the Enhancement. In the event that BMS If WU wishes to purchase proceed, WU will provide such details relating to its requirements as may be requested by IPS to prepare and present to WU, within a reasonable period of time, a final estimate of the Enhancement Cost, any related changes to the Processing Fees and any system changes that WU would be required to make associated with the Enhancement. If WU approves the Enhancement, IPS and WU shall mutually agree upon (i) reasonable time frames to develop and implement the requested Enhancement given the nature and functional requirements of such Enhancement or such Right as well as WU’s need to employ the Enhancement and License, BMS shall notify IRORIIPS’ available resources, and IRORI shall quote BMS a price therefor (ii) any related modifications which appropriately should be made in the "Enhancement Purchase Price"). *** *** ***. BMS may purchase such Enhancement or a Right and License to use same, as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent with the terms of this Agreement, within *** applicable Schedules. (b) In additionThe Enhancement Cost, BMS which shall have the right to request, from time to time, that IRORI develop Enhancements to meet Enhancement Specifications proposed be paid by BMS. IRORI shall not unreasonably refuse to develop any such Enhancements. Promptly after any such request by BMS, the Development Committee shall develop the Enhancement Specifications for the Enhancement. Promptly after the Enhancement Specifications have been finalized, IRORI shall quote BMS the Enhancement Purchase Price for the development and incorporation of such Enhancement into the System (and, to the extent necessary a Right and License to use same), *** , and shall provide a good faith estimate of the time IRORI will require to develop such Enhancement. BMS may purchase such Enhancement or a Right and License to use same, as the case may be, by submitting a purchase order which is WU in a form mutually acceptable to the parties, to the extent that such form is not inconsistent accordance with the terms applicable provisions of this Agreement, *** shall be based on the actual cost of the development and implementation of the Enhancement in accordance with IPS’ then current rates for each activity completed by IPS in order to accomplish the Enhancement. Following receipt IPS shall have no obligation to commence work on an Enhancement prior to a written agreement being reached with WU as to the Enhancement Cost. WU acknowledges and agrees that if WU approves and then subsequently cancels an Enhancement (at any phase during the implementation process) before IPS has finished implementing such Enhancement, then WU shall reimburse IPS for costs and expenses incurred by IPS prior to the time of any such purchase order, IRORI shall use its best commercial efforts to deliver and incorporate into the System such Enhancement within the estimated development periodcancellation. (c) For a period of *** after IRORI's incorporation of IPS will use reasonable efforts to provide any Enhancement into requested by WU, however, IPS may, in its sole but reasonable discretion, refuse to develop any Enhancement requested by WU if IPS determines that the proposed Enhancement would materially and adversely affect IPS’ operations or the IPS System. In such event, IPS shall provide WU with written documentation setting forth with reasonable specificity the reasons for IPS’ determination and, if so desired by WU, IPS shall work with WU to resolve the situation and shall use reasonable efforts to work with WU to identify feasible and acceptable alternatives to meet WU’s needs in a manner that would not materially and adversely affect IPS’ operations or the IPS System. (d) All rights to any software, code, technology or information related to or developed in connection with any Enhancement shall be solely the property of IPS and shall not be deemed works made for hire, and WU shall have no right, title or interest therein during the Term or after the termination or expiration of this Agreement. WU acknowledges and agrees that IPS may offer any Enhancement (or any component thereof), whether requested and paid for by its customers or based upon IPS’ own initiative and developed at IPS’ own expense, to any other customer of IPS or its Affiliates. (e) To the extent that a change in laws, regulations or rules requires a change in the Services as being provided on the Effective Date, IPS may, and upon specific request from WU will, at IPS’ expense, develop reasonable Enhancements to the IPS System responsive to the change in laws, rules and regulations. The obligation of IPS set forth in the previous sentence is subject to the following limitations: (i) the change in law is generally applicable to a significant portion of IPS’ customer base and does not relate solely to a requirement or preference of WU; (ii) the responsive Enhancement requested by WU is consistent with responses requested by the majority of the affected customer base; (iii) IPS shall have a reasonable time from the date WU notifies IPS of the change in law and the Enhancement needed in which to implement said Enhancement (in the determination of reasonableness, the extent and impact of the change in law on IPS’ customer base, the relative importance of other Enhancements, the complexity of the Enhancement, and related issues of impact and resource allocation shall be considered and the effective date of the change in law shall not be determinative; provided, however, that IPS shall use commercially reasonable efforts to design, code, test and implement the Enhancement prior to the effective date of the change in law); and (iv) the responsive Enhancement requested by WU will not (A) materially and adversely affect IPS’ operations or the IPS System, BMS shall have the right or (B) in any way shift WU’s compliance responsibilities under this Section to test the System to verify that the Enhancement conforms to the applicable Enhancement Specifications (using the testing protocol developed by the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the CommissionIPS.

Enhancements. 3.9.1. Where an Architectural Enhancement is: (a) During indicated by the term of this AgreementPlanning Authority as being likely to be required in order for a Satisfactory Planning Permission to be granted or where the Planning Authority indicates that a Planning Permission may not be granted without such Architectural Enhancement being included as a condition or Planning Obligation related to the Planning Permission, IRORI shall notify BMS promptly after the development of any Enhancement not developed for BMS Contractor's obligation to use All Reasonable Endeavours pursuant to Section 5.4(b). Any such notice paragraph 1.2 (Meaning of All Reasonable Endeavours) shall include a copy be interpreted so as to require the Contractor only to: (i) to use All Reasonable Endeavours to negotiate with the Planning Authority for the removal, modification or mitigation of the applicable Enhancement Specifications. BMS shall have the right Architectural Enhancement; (ii) to purchase, or exercise its discretion (in accordance with Good Industry Practice) as to obtain a Right and License whether to use, as the case may be, submit any or all such Enhancements. In the event that BMS wishes to purchase any such Enhancement or such Right and License, BMS shall notify IRORI, and IRORI shall quote BMS a price therefor (the "Enhancement Purchase Price"). *** *** ***. BMS may purchase such Enhancement or a Right and License to use same, as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent Planning Application with the terms of this Agreement, within *** .relevant Architectural Enhancement incorporated in whole or part or at all; (iii) exercise its discretion (in accordance with Good Industry Practice) as to whether to modify or vary or add to any existing Planning Application as between submission and determination or during any Proceedings in relation to any Planning Application or Planning Permission or Planning Obligation; (b) In additionrequired or imposed by and Planning Permission (or associated Planning Obligation) the Contractor's obligation to use All Reasonable Endeavours pursuant to paragraph 1.2 (Meaning of All Reasonable Endeavours) shall be interpreted so as to require the Contractor only to assess (with the Construction Sub-Contractor) the impact of any Architectural Enhancement proposed as soon as may be reasonably practicable after its confirmation by the Planning Authority, BMS and the Contractor shall have be entitled to such reasonable additional time in respect of the right Works Requirements as is required to requestappraise and evaluate any likely, from time to timerequired or imposed Architectural Enhancement and any mitigation thereof. 3.9.2. Without having obtained the prior written consent of the Authority and notwithstanding paragraph 3.9.6, that IRORI develop Enhancements to meet Enhancement Specifications proposed by BMS. IRORI the Contractor shall not unreasonably refuse offer to develop a Relevant Authority to vary the Design Proposal or add to it in any such Enhancementsmaterial way or comply with or acquiesce to the imposition of any Architectural Enhancement or matter which would render a Planning Permission an Unsatisfactory Planning Permission. 3.9.3. Promptly after If the Contractor becomes aware that an Architectural Enhancement is likely to be imposed upon the Contractor which will cause the Contractor to incur costs (“Architectural Enhancement Costs”) at any such request time before proceeding to submit or re- submit a Planning Application or implement conditions attached to the Planning Permission or obligations contained in a Planning Agreement then the following provisions of this paragraph 3.9 shall apply. 3.9.4. Without limiting in any way the application of the provisions of paragraph 3.9.5, as soon as reasonably practicable and in any event within ten (10) Business Days of becoming aware that an Architectural Enhancement is likely to be imposed compliance with which would cause the Contractor to incur Architectural Enhancement Costs the Contractor shall notify the Authority in writing giving all details then available of the nature of the Architectural Enhancement and as soon as reasonably practicable and in any event within twenty (20) Business Days of receipt by BMSthe Authority of the notice pursuant to this paragraph 3.9.4, the Development Committee Contractor shall develop give to the Enhancement Specifications Authority: (a) details of the divergence from the Design Proposal for the Enhancement. Promptly after the Enhancement Specifications have been finalized, IRORI shall quote BMS the Enhancement Purchase Price for the development and incorporation of such Enhancement into the System Facility; (and, to the extent necessary b) a Right and License to use same), *** , and shall provide a good faith provisional (non-binding) estimate of the time IRORI will require to develop such Enhancement. BMS may purchase such Architectural Enhancement or a Right and License to use same, as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent with the terms of this Agreement, *** . Following receipt of any such purchase order, IRORI shall use its best commercial efforts to deliver and incorporate into the System such Enhancement within the estimated development period.Costs; (c) For an indication of the steps which the Contractor proposes to take and has taken pursuant to paragraph 3.9.1 in respect of the Architectural Enhancement; (d) a period provisional (non-binding) indication as to whether the Contractor is able to fund such Architectural Enhancement Costs itself such that reimbursements under paragraph 3.9 may be by way of *** after IRORI's incorporation of any Enhancement into the System, BMS shall have the right to test the System to verify that the Enhancement conforms adjustment to the applicable Enhancement Specifications Unitary Charge; and (using e) the testing protocol developed by Contractor’s proposals to mitigate the *** Portions impact of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the CommissionArchitectural Enhancement.

Enhancements. (a) During Customer may periodically request customizations, enhancements, additions or modifications (each an "Enhancement") to the term FDR System. FDR shall evaluate all such requests and, if terms and conditions can be agreed to (which shall include payment by Customer of FDR's development charges), FDR shall develop and implement each such Enhancement on terms and conditions agreed to by the parties. Timing of any Enhancement is subject to scheduling and prioritization by FDR of FDR's available resources, provided that FDR shall use commercially reasonable efforts to timely respond to Customer's requests and resource requirements. FDR may withhold its consent to an Enhancement which, in FDR's sole discretion, would materially and adversely affect FDR's operations. Any Enhancement shall remain solely the property of FDR and Customer shall acquire no right, claim or interest in the FDR System. Subject to the foregoing, after the expiration or termination of this Agreement, IRORI FDR agrees not to exercise any of its intellectual property rights in any Enhancement paid for exclusively by Customer to prevent Customer from directly or indirectly replicating and redeveloping such Enhancement or using the results of such replication and redevelopment efforts, provided that no code, documentation, or specifications to the Enhancement or any other aspect or component of the FDR System is hereby granted or licensed to Customer, by implication or otherwise, and FDR shall notify BMS promptly be the sole owner of all property rights and intellectual property rights in connection therewith during and after the Term of this Agreement. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (b) Customer understands that it is FDR's practice to provide any Enhancements developed by FDR, whether requested and paid for by its customers or based upon FDR's development of any Enhancement not developed for BMS pursuant and its expense, to Section 5.4(b). Any such notice shall include a copy of the applicable Enhancement Specifications. BMS shall have the right to purchase, or to obtain a Right and License to use, as the case may be, any or all such Enhancementsits entire customer base. In the event that BMS wishes FDR develops an Enhancement at the request of Customer and the development costs and expenses are paid solely by Customer and FDR's customer base commences to purchase use such after its implementation for Customer, then FDR shall reimburse Customer for the development costs and expenses paid by Customer to FDR as provided for in this Section 2.2(b). In order for Customer to be eligible for reimbursement pursuant to this Section 2.2(b), the Enhancement must (i) require at least one hundred (100) programming hours, and (ii) generate gross revenues from other FDR customers in excess of $1,000,000 within four (4) years of initial implementation. If any such Enhancement meets the reimbursement criteria, at the conclusion of each of Processing Years 1 through 4, FDR will reimburse Customer's development expense, but not to exceed the lesser of Customer's total expenditures or fifty percent (50%) of the gross revenues received from other FDR customers during each such Right Processing Year for the use of such qualified Enhancement. Additionally, in the event that FDR develops an Enhancement at the request of Customer and Licensethe development costs and expenses are paid solely by Customer and give Customer a demonstrable competitive advantage in the debit card issuing marketplace, BMS shall notify IRORI, and IRORI shall quote BMS a price therefor (the "Enhancement Purchase Price"). *** *** ***. BMS may purchase FDR agrees not to make such Enhancement or a Right and License available to use same, as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent with the terms of this Agreement, within *** . FDR's customer base for six (b6) In addition, BMS shall have the right to request, from time to time, that IRORI develop Enhancements to meet Enhancement Specifications proposed by BMS. IRORI shall not unreasonably refuse to develop any such Enhancements. Promptly months after any such request by BMS, the Development Committee shall develop the Enhancement Specifications for the Enhancement. Promptly after the Enhancement Specifications have been finalized, IRORI shall quote BMS the Enhancement Purchase Price for the development and incorporation of such Enhancement into the System (and, is made available to the extent necessary a Right and License to use same), *** , and shall provide a good faith estimate of the time IRORI will require to develop such Enhancement. BMS may purchase such Enhancement or a Right and License to use same, as the case may be, by submitting a purchase order which is in a form mutually acceptable to the parties, to the extent that such form is not inconsistent with the terms of this Agreement, *** . Following receipt of any such purchase order, IRORI shall use its best commercial efforts to deliver and incorporate into the System such Enhancement within the estimated development periodCustomer. (c) For a period of *** after IRORI's incorporation of any Enhancement into the System, BMS shall have the right to test the System to verify that the Enhancement conforms to the applicable Enhancement Specifications (using the testing protocol developed by the *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission