Common use of Enhancements Clause in Contracts

Enhancements. (a) 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 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 each such modification, 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 (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 Sections 2.2 and 2.3 hereof. CryoCor shall own all CryoCor Enhancements and shall have full rights as the owner thereof to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate, subject to Cryogen’s rights, as granted pursuant to Sections 2.2 and 2.3 hereof, to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate within the Cryogen Fields. (b) The parties hereto acknowledge that Cryogen may commit such resources and personnel as Cryogen shall deem appropriate to design and make such modifications, improvements and enhancements to the Cryogen Intellectual Property Rights as may be necessary in order to meet Cryogen’s or its customers’ requirements. Beginning on the date hereof and continuing until […***…], Cryogen covenants and agrees to promptly (i) notify CryoCor of each such modification, improvement or enhancement and (ii) prepare and provide to CryoCor 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 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 own all Cryogen Enhancements and shall have full rights as the owner thereof to 12. Confidential Treatment Requested

Enhancements. (a) The parties hereto acknowledge 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 CryoCor intends BMS wishes to commit purchase any such resources Enhancement or such Right and personnel as CryoCor License, BMS shall deem appropriate to design notify IRORI, and make such modifications, improvements and enhancements to IRORI shall quote BMS a price therefor (the Cryogen Intellectual Property Rights and/or Licensed Products as shall be necessary in order to meet CryoCor’s customers’ requirements"Enhancement Purchase Price"). Beginning on the date hereof and continuing until […*** *** ***…], CryoCor covenants and agrees to promptly (i) notify Cryogen of each . BMS may purchase such modification, 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 (as defined in Section 1.3 hereof) or a Joint Enhancement (as defined in Section 1.13 hereof)Right and License to use same, 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 Sections 2.2 and 2.3 hereof. CryoCor shall own all CryoCor Enhancements and shall have full rights as the owner thereof case may be, by submitting a purchase order which is in a form mutually acceptable to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate, subject to Cryogen’s rights, as granted pursuant to Sections 2.2 and 2.3 hereofparties, to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate extent that such form is not inconsistent with the terms of this Agreement, within the Cryogen Fields*** . (b) The parties hereto acknowledge In addition, BMS shall have the right to request, from time to time, that Cryogen may commit IRORI develop Enhancements to meet Enhancement Specifications proposed by BMS. IRORI shall not unreasonably refuse to develop any such resources 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 personnel as Cryogen shall deem appropriate to design and make incorporation of such modificationsEnhancement into the System (and, improvements and enhancements to the Cryogen Intellectual Property Rights as may be extent necessary in order a Right and License to meet Cryogen’s or its customers’ requirements. Beginning on the date hereof and continuing until […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, *…], Cryogen covenants and agrees to promptly (i) notify CryoCor of each such modification, improvement or enhancement and (ii) prepare and provide to CryoCor a Written Idea Memorandum with respect to each such modification, improvement or enhancement, in each case, upon the discovery or development ** . Following receipt of any such modificationpurchase order, improvement or enhancement. With respect 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 such modificationEnhancement into the System, improvement or enhancement BMS shall have the right to test the System to verify that is a Cryogen the Enhancement conforms to the applicable Enhancement Specifications (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 using the testing protocol developed by the *** Portions of this page have been omitted pursuant to Section 2.1 hereof. Cryogen shall own all Cryogen Enhancements and shall have full rights as the owner thereof to 12. a request for Confidential Treatment Requestedand filed separately with the Commission

Enhancements. (a) The parties hereto acknowledge 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 CryoCor intends to commit such resources 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 personnel as CryoCor shall deem appropriate to design and make such modifications, improvements and enhancements made available to the Cryogen Intellectual Property Rights and/or Licensed Products as 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 order the Major Enhancements. All Major Enhancements shall be developed by Seller and made available to meet CryoCor’s customers’ requirements. Beginning on the date hereof and continuing until Purchasers […***…], CryoCor covenants 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 agrees this Exhibit. Nothing in this Section shall be construed to promptly (i) notify Cryogen 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 modificationMinor Enhancement or Major Enhancement does not contain any defects, improvement problems or enhancement disturbances. During the 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 Exhibit, “Major Version” shall mean a version of the 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) prepare and provide to Cryogen a Written Idea Memorandum not cause any material diminution in functionality or performance of the Equipment or material non-compliance with respect the Specifications. 8.5 Seller shall make available to each such modificationPurchaser any and all changes and additions to, improvement or enhancementreissues of, in 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 casePurchaser, upon the discovery request, documentation for each Minor Enhancement or development of any Major Enhancement describing each defect, problem and/or disturbance addressed by such modificationMinor Enhancement or Major Enhancement and its solution, improvement or enhancement. With respect to any such modification, improvement or enhancement that is a CryoCor Enhancement (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 drawingsnew files containing the solution, specifications, technology and know-how related a description of a test procedure to such CryoCor confirm the solution. 8.6 Seller shall not introduce any Minor Enhancement or Joint EnhancementMajor Enhancement or any other revisions, so as to enable Cryogen to fully use and exploit such CryoCor Enhancement and Joint Enhancement pursuant to Sections 2.2 and 2.3 hereof. CryoCor shall own all CryoCor Enhancements and shall have full rights as the owner thereof to fully use and exploit the CryoCor Enhancements modifications or alterations in whatever manner it shall deem appropriate, subject to Cryogen’s rights, as granted pursuant to Sections 2.2 and 2.3 hereof, to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate within the Cryogen Fields. (b) The parties hereto acknowledge that Cryogen may commit such resources and personnel as Cryogen shall deem appropriate to design and make such modifications, improvements and enhancements any other form to the Cryogen Intellectual Property Rights as may be necessary in order Software to meet Cryogen’s TWC or its customers’ requirements. Beginning on the date hereof any Purchaser unless and continuing until […***…]Seller has delivered such Minor Enhancement or Major Enhancement or such other revisions, Cryogen covenants and agrees modifications or alterations to promptly (i) notify CryoCor of each such modification, improvement or enhancement and (ii) prepare and provide to CryoCor 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 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 TWC for testing pursuant to Section 2.1 hereof. Cryogen shall own all Cryogen Enhancements 8.3 and shall such Minor Enhancement or Major Enhancement or such other revisions, modifications or alterations have full rights as the owner thereof to 12. Confidential Treatment Requestedbeen accepted by TWC.

Enhancements. (a) The parties hereto acknowledge that CryoCor intends to commit such resources and personnel as CryoCor During the term of this Agreement, IRORI shall deem appropriate to design and make such modifications, improvements and enhancements to notify RPR promptly after the 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 each such modification, 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 Enhancement not developed for RPR pursuant to Section 5.4(b). Any such modificationnotice shall include a copy of the applicable Enhancement Specifications. RPR shall have the right to purchase, improvement or enhancementto obtain a Right and License to use, as the case may be, any or all such Enhancements. With respect In the event that RPR wishes to purchase any such modificationEnhancement or such Right and License, improvement or enhancement that is RPR shall notify IRORI, and IRORI shall quote RPR a CryoCor price therefor (the "Enhancement (as defined in Section 1.3 hereof) Purchase Price"). *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. *** *** . RPR may purchase such Enhancement or a Joint Enhancement (as defined in Section 1.13 hereof)Right and License to use same, 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 Sections 2.2 and 2.3 hereof. CryoCor shall own all CryoCor Enhancements and shall have full rights as the owner thereof case may be, by submitting a purchase order which is in a form mutually acceptable to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate, subject to Cryogen’s rights, as granted pursuant to Sections 2.2 and 2.3 hereofparties, to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate extent that such form is not inconsistent with the terms of this Agreement, within the Cryogen Fields*** . (b) The parties hereto acknowledge In addition, RPR shall have the right to request, from time to time, that Cryogen may commit IRORI develop Enhancements to meet Enhancement Specifications proposed by RPR. IRORI shall not unreasonably refuse to develop any such resources Enhancements. Promptly after any such request by RPR, the Development Committee shall develop the Enhancement Specifications for the Enhancement. Promptly after the Enhancement Specifications have been finalized, IRORI shall quote RPR the Enhancement Purchase Price for the development and personnel as Cryogen shall deem appropriate to design and make incorporation of such modificationsEnhancement into the System (and, improvements and enhancements to the Cryogen Intellectual Property Rights as may be extent necessary in order a Right and License to meet Cryogen’s or its customers’ requirements. Beginning on the date hereof and continuing until […use same), *** , and shall provide a good faith estimate of the time IRORI will require to develop such Enhancement. 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 *…], Cryogen covenants and agrees to promptly (i) notify CryoCor of each such modification, improvement or enhancement and (ii) prepare and provide to CryoCor a Written Idea Memorandum with respect to each such modification, improvement or enhancement, in each case, upon the discovery or development ** . Following receipt of any such modificationpurchase order, improvement or enhancementIRORI 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, 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). With respect If RPR has failed to notify IRORI that the Enhancement does not conform to the applicable Enhancement Specifications prior to the end of such *** 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 such *** period referred to 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 applicable Enhancement Specifications. During the 30-day period following receipt of any such modificationnotice, improvement or enhancement that is a Cryogen IRORI shall use its best commercial efforts to bring the Enhancement (as defined in Section 1.5 hereofinto conformity with the applicable Enhancement Specifications, and RPR shall allow IRORI's representatives reasonable access to the System(s), or a Joint during normal business hours, for such purpose. If RPR reasonably determines, within 15 days after such 30-day period, that the Enhancement (as defined in Section 1.13 hereof)does not conform to the applicable Enhancement Specifications, Cryogen 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 further covenant 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 agree RPR shall be deemed 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 own all Cryogen Enhancements and shall have full rights as the owner thereof to 12. Confidential Treatment Requestedaccepted it.

Enhancements. TSYS shall provide modifications to the Services so that the Services permit Subscriber to comply with mandatory changes in the Services imposed by changes in Subscriber Legal Requirements (a) the “Mandatory Enhancements”). TSYS shall provide prior written notice of any proposed Mandatory Enhancements and an estimate of the hours of development required with respect thereto prior to its implementation, in accordance with TSYS’ business processes and methodology. The parties hereto acknowledge hours expended by TSYS in developing a Mandatory Enhancement may be charged, on a [***], to [***] of [***] to which such Mandatory Enhancement is applicable. The hours charged to Subscriber shall be billed at the rates set forth in Exhibit 1B to the attached Schedules. Such Mandatory Enhancements shall be provided in accordance with TSYS’ reasonable interpretation of such mandatory changes so as to best suit the needs of TSYS’ customers generally, which interpretation shall take into consideration comments provided by Subscriber and TSYS’ other customers affected by such Mandatory Enhancement. In the event that CryoCor intends Subscriber requests other modifications to commit such resources the Services, including modifications that are different from or in addition to the Mandatory Enhancements (the “Custom Enhancements”), and personnel as CryoCor shall deem appropriate if TSYS agrees to design and make such modifications, improvements and enhancements then Subscriber shall be charged a development fee at the rates specified in Exhibit 1B to the Cryogen Intellectual Property Rights attached Schedules, as applicable, or as otherwise mutually agreed in writing by the Parties. Any new Service resulting from Mandatory Enhancements and/or Licensed Products as Custom Enhancements 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 each such modification, 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 deemed an Optional Service (as defined in Section 1.3 hereof) or a Joint Enhancement (as defined in Section 1.13 hereofthe Processing Services Schedule), CryoCor does further covenant and agree to provide to Cryogen access to all drawingsSubscriber may accept or reject such Optional Service in accordance with the terms of Section 2.3 of the Processing Services Schedule. If accepted by Subscriber, specifications, technology TSYS may charge Subscriber an ongoing usage *** Confidential material redacted and know-how related to such CryoCor Enhancement or Joint Enhancementfiled separately with the Commission Fee for any new Service resulting from Mandatory Enhancements, so long as to enable Cryogen to fully use and exploit such CryoCor Enhancement and Joint Enhancement pursuant to Sections 2.2 and 2.3 hereof. CryoCor shall own all CryoCor Enhancements and shall have full rights as the owner thereof to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate, subject to Cryogen’s rights, as granted pursuant to Sections 2.2 and 2.3 hereof, to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate within the Cryogen Fields. (b) The parties hereto acknowledge that Cryogen may commit such resources and personnel as Cryogen shall deem appropriate to design and make such modifications, improvements and enhancements to the Cryogen Intellectual Property Rights as may be necessary in order to meet Cryogen’s or its customers’ requirements. Beginning on the date hereof and continuing until […***…], Cryogen covenants and agrees to promptly (i) notify CryoCor of each such modification, improvement or enhancement and (ii) prepare and provide to CryoCor . Any new Service resulting from Custom Enhancements shall be priced as 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 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 own all Cryogen Enhancements and shall have full rights as the owner thereof to 12. Confidential Treatment RequestedNew Additional Service.

Enhancements. (a) The parties hereto acknowledge that CryoCor intends to commit such resources and personnel as CryoCor shall deem appropriate to design and make such modificationsCustomer may periodically request customizations, improvements and enhancements enhancements, additions or modifications (each an "Enhancement") to the Cryogen Intellectual Property Rights and/or Licensed Products as FDR System. FDR shall evaluate all such requests and, if terms and conditions can be necessary agreed to (which shall include written specifications acceptable to and approved by FDR, acting in order to meet CryoCor’s customers’ requirements. Beginning on the date hereof and continuing until […***…]good faith; and, CryoCor covenants and agrees to promptly (i) notify Cryogen of each such modification, improvement or enhancement and (ii) prepare and provide to Cryogen a Written Idea Memorandum except with respect to the Free Programming, payment by Customer of FDR's development charges), FDR shall develop and implement 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 (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 Sections 2.2 terms, conditions and 2.3 hereofspecifications mutually agreed to by the parties in writing prior to FDR's commencing work on the Enhancement. CryoCor shall own 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 CryoCor Enhancements such Customer requests for Enhancement exclusivity periods in good faith. The parties understand and shall have full rights as 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 owner thereof to fully use right, upon notice and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate, at all reasonable times and subject to Cryogen’s rightsapplicable 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 correct any such defects at its own expense as granted a condition of Customer's acceptance. Timing of any Enhancement 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 the license provided pursuant to Sections 2.2 and 2.3 hereofSection 2.8(b), to fully use and exploit Customer shall acquire no right, claim or interest in the CryoCor Enhancements in whatever manner it shall deem appropriate within the Cryogen FieldsFDR System or any Enhancement. (b) The parties hereto acknowledge that Cryogen may commit such resources and personnel as Cryogen shall deem appropriate to design and make such modifications, improvements and enhancements to the Cryogen Intellectual Property Rights as may be necessary in order to meet Cryogen’s or its customers’ requirements. Beginning on the date hereof and continuing until […***…], Cryogen covenants and agrees to promptly (i) notify CryoCor of each such modification, improvement or enhancement and (ii) prepare and provide to CryoCor 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 modificationEnhancements either paid for by Customer or developed for Customer using the Free Programming, improvement or enhancement that is FDR hereby grants to Customer a Cryogen Enhancement worldwide, perpetual, non-exclusive, non-transferable (except as defined permitted in Section 1.5 hereof)14.1 below) license to use said Enhancements (including, or a Joint Enhancement (as defined in Section 1.13 hereof)without limitation, Cryogen does further covenant and agree to provide to CryoCor access to all any ideas, concepts, inventions, know-how, drawings, specifications, technology flowcharts and knowother 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-how related to such Cryogen Enhancements party software or Joint other third-party intellectual property that is a part of said Enhancements, so 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 be deemed to grant Customer any right to use the FDR System other than as specifically allowed in this Agreement. Nor shall anything in this Section be deemed to enable CryoCor to fully use and exploit such CryoCor Enhancements or Joint Enhancements pursuant to Section 2.1 hereofgrant FDR any rights in Customer's Proprietary Information other than those specifically allowed in this Agreement. Cryogen For the avoidance of doubt, the CCAD Implementation shall own all Cryogen Enhancements and shall have full rights as the owner thereof to 12. Confidential Treatment Requestednot be considered an Enhancement for purposes of this Agreement.

Enhancements. (a) The parties hereto acknowledge that CryoCor intends to commit such resources and personnel as CryoCor shall deem appropriate to design and make such modificationsCustomer may periodically request customizations, improvements and enhancements enhancements, additions or modifications (each an "Enhancement") to the Cryogen Intellectual Property Rights and/or Licensed Products as 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, 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 be necessary the sole owner of all property rights and intellectual property rights in order to meet CryoCor’s customers’ requirementsconnection therewith during and after the Term of this Agreement. Beginning on the date hereof and continuing until […***…]] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, CryoCor covenants and agrees to promptly (i) notify Cryogen of each such modificationMARKED BY BRACKETS, improvement or enhancement and (ii) prepare and provide to Cryogen a Written Idea Memorandum with respect to each such modificationHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, 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 (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 Sections 2.2 and 2.3 hereof. CryoCor shall own all CryoCor Enhancements and shall have full rights as the owner thereof to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate, subject to Cryogen’s rights, as granted pursuant to Sections 2.2 and 2.3 hereof, to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate within the Cryogen FieldsAS AMENDED. (b) The parties hereto acknowledge Customer understands that Cryogen may commit 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 and its expense, to its entire customer base. In the event that 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 use such resources after its implementation for Customer, then FDR shall reimburse Customer for the development costs and personnel expenses paid by Customer to FDR as Cryogen shall deem appropriate provided for in this Section 2.2(b). In order for Customer to design and make such modificationsbe eligible for reimbursement pursuant to this Section 2.2(b), improvements and enhancements to the Cryogen Intellectual Property Rights as may be necessary in order to meet Cryogen’s or its customers’ requirements. Beginning on the date hereof and continuing until […***…], Cryogen covenants and agrees to promptly Enhancement must (i) notify CryoCor of each such modificationrequire at least one hundred (100) programming hours, improvement or enhancement and (ii) prepare and provide 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 CryoCor a Written Idea Memorandum with respect 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 modification, improvement or enhancementProcessing Year for the use of such qualified Enhancement. Additionally, in each casethe event that FDR develops an Enhancement at the request of Customer and the development costs and expenses are paid solely by Customer and give Customer a demonstrable competitive advantage in the debit card issuing marketplace, upon the discovery or development of any FDR agrees not to make such modification, improvement or enhancement. With respect Enhancement available to any FDR's customer base for six (6) months after such modification, improvement or enhancement that Enhancement 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 made available 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 own all Cryogen Enhancements and shall have full rights as the owner thereof to 12. Confidential Treatment RequestedCustomer.

Enhancements. 3.9.1. Where an Architectural Enhancement is: (a) The parties hereto acknowledge indicated by the Planning Authority as being likely to be required in order for a Satisfactory Planning Permission to be granted or where the Planning Authority indicates that CryoCor intends to commit a Planning Permission may not be granted without such resources and personnel Architectural Enhancement being included as CryoCor shall deem appropriate to design and make such modifications, improvements and enhancements a condition or Planning Obligation related to the Cryogen Intellectual Property Rights and/or Licensed Products as Planning Permission, the Contractor's obligation to use All Reasonable Endeavours pursuant to paragraph 1.2 (Meaning of All Reasonable Endeavours) shall be necessary in order interpreted so as to meet CryoCor’s customers’ requirements. Beginning on require the date hereof and continuing until […***…], CryoCor covenants and agrees to promptly Contractor only to: (i) notify Cryogen to use All Reasonable Endeavours to negotiate with the Planning Authority for the removal, modification or mitigation of each such modification, improvement or enhancement and the Architectural Enhancement; (ii) prepare and provide to Cryogen a Written Idea Memorandum exercise its discretion (in accordance with respect Good Industry Practice) as to each such modification, improvement whether to submit any Planning Application with the relevant Architectural Enhancement incorporated in whole or enhancement, part or at all; (iii) exercise its discretion (in each case, upon the discovery accordance with Good Industry Practice) as to whether to modify or development of any such modification, improvement vary or enhancement. With respect add to any such modification, improvement existing Planning Application as between submission and determination or enhancement that is a CryoCor Enhancement (as defined during any Proceedings in Section 1.3 hereof) relation to any Planning Application 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 Planning Permission or Joint Enhancement, so as to enable Cryogen to fully use and exploit such CryoCor Enhancement and Joint Enhancement pursuant to Sections 2.2 and 2.3 hereof. CryoCor shall own all CryoCor Enhancements and shall have full rights as the owner thereof to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate, subject to Cryogen’s rights, as granted pursuant to Sections 2.2 and 2.3 hereof, to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate within the Cryogen Fields.Planning Obligation; (b) The parties hereto acknowledge that Cryogen may commit such resources required or imposed by and personnel 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 Cryogen shall deem appropriate to design and make such modifications, improvements and enhancements require the Contractor only to assess (with the Cryogen Intellectual Property Rights Construction Sub-Contractor) the impact of any Architectural Enhancement proposed as soon as may be necessary reasonably practicable after its confirmation by the Planning Authority, and the Contractor shall be entitled to such reasonable additional time in order respect of the Works Requirements as is required to meet Cryogen’s appraise and evaluate any likely, required or its customers’ requirementsimposed Architectural Enhancement and any mitigation thereof. 3.9.2. Beginning on Without having obtained the date hereof prior written consent of the Authority and continuing until […***…]notwithstanding paragraph 3.9.6, Cryogen covenants and agrees the Contractor shall not offer to promptly (i) notify CryoCor a Relevant Authority to vary the Design Proposal or add to it in any material way or comply with or acquiesce to the imposition of each such modification, improvement any Architectural Enhancement or enhancement and (ii) prepare and provide matter which would render a Planning Permission an Unsatisfactory Planning Permission. 3.9.3. If the Contractor becomes aware that an Architectural Enhancement is likely to CryoCor a Written Idea Memorandum with respect to each such modification, improvement or enhancement, in each case, be imposed upon the discovery Contractor which will cause the Contractor to incur costs (“Architectural Enhancement Costs”) at any time before proceeding to submit or development 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 such modificationway the application of the provisions of paragraph 3.9.5, improvement or enhancement. With 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 the Authority of the notice pursuant to this paragraph 3.9.4, the Contractor shall give to the Authority: (a) details of the divergence from the Design Proposal for the Facility; (b) a provisional (non-binding) estimate of the Architectural Enhancement Costs; (c) an indication of the steps which the Contractor proposes to take and has taken pursuant to paragraph 3.9.1 in respect to any such modification, improvement or enhancement that is of the Architectural Enhancement; (d) a Cryogen Enhancement provisional (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 knownon-how related to such Cryogen Enhancements or Joint Enhancements, so binding) indication as to enable CryoCor whether the Contractor is able to fully use and exploit fund such CryoCor Enhancements or Joint Enhancements pursuant Architectural Enhancement Costs itself such that reimbursements under paragraph 3.9 may be by way of adjustment to Section 2.1 hereof. Cryogen shall own all Cryogen Enhancements and shall have full rights as the owner thereof toUnitary Charge; and 12. Confidential Treatment Requested(e) the Contractor’s proposals to mitigate the impact of the Architectural Enhancement.

Enhancements. TSYS shall provide modifications to the Services so that the Services permit Subscriber to comply with mandatory changes in the Services imposed by changes in Subscriber Legal Requirements (a) the “Mandatory Enhancements”). TSYS shall provide prior written notice of any proposed Mandatory Enhancements and an estimate of the hours of development required with respect thereto prior to its implementation, in accordance with TSYS’ business processes and methodology. The parties hereto acknowledge hours expended by TSYS in developing a Mandatory Enhancement may be charged, on a [*], to [*] of [*] to which such Mandatory Enhancement is applicable. The hours charged to Subscriber shall be billed at the rates set forth in Exhibit 1B to the attached Schedules. Such Mandatory Enhancements shall be provided in accordance with TSYS’ reasonable interpretation of such mandatory changes so as to best suit the needs of TSYS’ customers generally, which interpretation shall take into consideration comments provided by Subscriber and TSYS’ other customers affected by such Mandatory Enhancement. In the event that CryoCor intends Subscriber requests other modifications to commit such resources the Services, including modifications that are different from or in addition to the Mandatory Enhancements (the “Custom Enhancements”), and personnel as CryoCor shall deem appropriate if TSYS agrees to design and make such modifications, improvements and enhancements then Subscriber shall be charged a development fee at the rates specified in Exhibit 1B to the Cryogen Intellectual Property Rights attached Schedules, as applicable, or as otherwise mutually agreed in writing by the Parties. Any new Service resulting from Mandatory Enhancements and/or Licensed Products as Custom Enhancements 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 each such modification, 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 deemed an Optional Service (as defined in Section 1.3 hereof) or a Joint Enhancement (as defined in Section 1.13 hereofthe Processing Services Schedule), CryoCor does further covenant and agree to provide to Cryogen access to all drawingsSubscriber may accept or reject such Optional Service in accordance with the terms of Section 2.3 of the Processing Services Schedule. If accepted by Subscriber, 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 Sections 2.2 and 2.3 hereof. CryoCor shall own all CryoCor Enhancements and shall have full rights as the owner thereof to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate, subject to Cryogen’s rights, as granted pursuant to Sections 2.2 and 2.3 hereof, to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate within the Cryogen Fields. (b) The parties hereto acknowledge that Cryogen TSYS may commit such resources and personnel as Cryogen shall deem appropriate to design and make such modifications, improvements and enhancements to the Cryogen Intellectual Property Rights as may be necessary in order to meet Cryogen’s or its customers’ requirements. Beginning on the date hereof and continuing until […***…], Cryogen covenants and agrees to promptly (i) notify CryoCor of each such modification, improvement or enhancement and (ii) prepare and provide to CryoCor a Written Idea Memorandum with respect to each such modification, improvement or enhancement, in each case, upon the discovery or development of charge Subscriber an ongoing usage Fee for any such modification, 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 new Service resulting from Mandatory Enhancements, so long [*]. Any new Service resulting from Custom Enhancements shall be priced as to enable CryoCor to fully use and exploit such CryoCor Enhancements or Joint Enhancements pursuant to Section 2.1 hereof. Cryogen shall own all Cryogen Enhancements and shall have full rights as the owner thereof to 12. Confidential Treatment Requesteda New Additional Service.

Enhancements. (a) The parties hereto acknowledge Tribune may request that CryoCor intends to commit such resources and personnel as CryoCor shall deem appropriate to design and make such modifications, improvements and enhancements AdStar create Enhancements to the 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 CareerBuilder Service, and continuing until […***…], CryoCor covenants and AdStar agrees to promptly 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. The use of the Tribune Developers to create Enhancements shall not be chargeable to Tribune. Any work related to Enhancements that requires employees or consultants in addition to the Tribune Developers will be chargeable to Tribune on a time and materials basis without mark-up; provided, however, that if Tribune's concept for an Enhancem▇▇▇ is under active development by AdStar with a projected deployment date ("Deployment Date"), Tribune shall have the option to (i) notify Cryogen of each such modificationwait until the Deployment Date and receive the new functionality as an Upgrade, improvement or enhancement and (ii) prepare request that the new functionality be developed on an accelerated basis with Tribune paying any applicable fees in accordance with the Agreement. If Tribune opts to proceed under clause (ii), the Parties shall mutually agree whether such new functionality will be considered an Enhancement (and provide subject to Cryogen a Written Idea Memorandum with respect Article VIII) or, if not, whether any period of exclusivity will apply and whether and on what basis AdStar will repay to each such modification, improvement or enhancement, in each case, upon the discovery or Tribune any fees paid for development of any such modification, improvement the new functionality or enhancement. With respect to any such modification, improvement or enhancement that is a CryoCor Enhancement (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 reimburse Tribune for the use and exploit such CryoCor Enhancement and Joint Enhancement pursuant to Sections 2.2 and 2.3 hereof. CryoCor shall own all CryoCor Enhancements and shall have full rights as of the owner thereof to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate, subject to Cryogen’s rights, as granted pursuant to Sections 2.2 and 2.3 hereof, to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate within the Cryogen FieldsTribune Developers. (b) The parties hereto acknowledge that Cryogen may commit such resources and personnel as Cryogen Tribune shall deem appropriate to design and make such modifications, improvements and enhancements request a Statement of Work from AdStar for each Enhancement to the Cryogen Intellectual Property Rights as may be necessary in order CareerBuilder Service it desires. AdStar shall deliver the requested Statement of Work within 10 days of each such request and prior to meet Cryogen’s or its customers’ requirementscommencing work. Beginning on the date hereof and continuing until […***…], Cryogen covenants and agrees to promptly Each Statement of Work shall set forth: (i) notify CryoCor the type of each such modification, improvement or enhancement Enhancement and the related services to be provided; (ii) prepare and provide to CryoCor a Written Idea Memorandum with respect to each such modification, improvement or enhancement, in each case, upon the discovery or development scope of the services; (iii) any such modification, improvement or enhancement. With respect to any such modification, improvement or enhancement that is a Cryogen Enhancement specific Confidential Information (as defined in Section 1.5 hereof), below) of a Party to be incorporated into or a Joint form the basis of the Enhancement (iv) the estimated Development Schedule (as defined in Section 1.13 hereof)below) for the delivery of the Enhancement; (v) the time and materials rates for the development services; and (vi) if applicable, Cryogen does further covenant the name and agree contact information of 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 this Agreement and subject to provide to CryoCor access to all drawings, specifications, technology the rights and know-how related to such Cryogen Enhancements or Joint Enhancements, so obligations of the Parties as to enable CryoCor to fully use and exploit such CryoCor Enhancements or Joint Enhancements pursuant to Section 2.1 hereof. Cryogen shall own all Cryogen Enhancements and shall have full rights as the owner thereof to 12. Confidential Treatment Requestedstated herein.

Enhancements. (a) The parties hereto acknowledge that CryoCor intends Wal-Mart may from time to commit such resources and personnel as CryoCor shall deem appropriate time during the term of this Agreement require PhotoChannel to design and make such modifications, improvements and enhancements Enhancements to the Cryogen Intellectual Property Rights System, PCUploader and/or Licensed Products as the PhotoChannel Lab System Software or to create accessories or utilities for the Branded System. Subject to Section 5.2, all such work shall be necessary 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 an Enhancement, it shall deliver to PhotoChannel a written statement of requirements for the Enhancements in order the form set forth in Schedule 5.2 (the "STATEMENT 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 meet CryoCor’s customers’ requirementsimplement the required Enhancements. Beginning 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 before any deadline set forth and mutually agreed to in any accepted Statement of Work. The development of said Enhancements shall be subject to the date terms and conditions set forth in the Statement of Work, provided, however, that should such terms and conditions be inconsistent with the terms and conditions hereof, the terms and conditions hereof and continuing until […***…]shall prevail. PhotoChannel shall notify Wal-Mart at least ten (10) Business Days prior to incorporating said Enhancements, CryoCor covenants and agrees such notice to promptly 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, PhotoChannel shall refrain from allowing any of its customers from using any Enhancement for a period of six (i6) notify Cryogen of each months after such modification, improvement or enhancement and (ii) prepare and provide to Cryogen a Written Idea Memorandum Enhancement has been implemented with respect to each such modificationthe Branded System; provided, improvement however, that where PhotoChannel can show that it had committed to delivering an Update incorporating the same or enhancement, in each case, upon substantially the discovery or development same functionality as said Enhancement within a period of any such modification, improvement or enhancement. With respect to any such modification, improvement or enhancement that is a CryoCor Enhancement six (as defined in Section 1.3 hereof6) 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 Sections 2.2 and 2.3 hereof. CryoCor shall own all CryoCor Enhancements and shall have full rights as the owner thereof to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate, subject to Cryogen’s rights, as granted pursuant to Sections 2.2 and 2.3 hereof, to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate within the Cryogen Fields. (b) The parties hereto acknowledge that Cryogen may commit such resources and personnel as Cryogen shall deem appropriate to design and make such modifications, improvements and enhancements to the Cryogen Intellectual Property Rights as may be necessary in order to meet Cryogen’s or its customers’ requirements. Beginning on months from the date hereof and continuing until […***…]Wal-Mart delivered the relevant Statement of Work, Cryogen covenants and agrees to promptly (i) notify CryoCor of each no such modification, improvement or enhancement and (ii) prepare and provide to CryoCor 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 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 exclusivity period shall own all Cryogen Enhancements and shall have full rights as the owner thereof to 12. Confidential Treatment Requestedapply.

Enhancements. (a) The parties hereto acknowledge Tribune may request that CryoCor intends to commit such resources and personnel as CryoCor shall deem appropriate to design and make such modifications, improvements and enhancements AdStar create Enhancements to the 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 CareerBuilder Service, and continuing until […***…], CryoCor covenants and AdStar agrees to promptly 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. The use of the Developers to create Enhancements shall not be chargeable to Tribune. Any work related to Enhancements that requires employees or consultants in addition to the Developers will be chargeable to Tribune on a time and materials basis without mark-up; provided, however, that if Tribune's concept for an Enhanc▇▇▇▇t is under active development by AdStar with a projected deployment date ("Deployment Date"), Tribune shall have the option to (i) notify Cryogen of each such modificationwait until the Deployment Date and receive the new functionality as an Upgrade, improvement or enhancement and (ii) prepare request that the new functionality be developed on an accelerated basis with Tribune paying any applicable fees in accordance with the Agreement. If Tribune opts to proceed under clause (ii), the Parties shall mutually agree whether such new functionality will be considered an Enhancement (and provide subject to Cryogen a Written Idea Memorandum with respect Article VIII) or, if not, whether any period of exclusivity will apply and whether and on what basis AdStar will repay to each such modification, improvement or enhancement, in each case, upon the discovery or Tribune any fees paid for development of any such modification, improvement the new functionality or enhancement. With respect to any such modification, improvement or enhancement that is a CryoCor Enhancement (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 reimburse Tribune for the use and exploit such CryoCor Enhancement and Joint Enhancement pursuant to Sections 2.2 and 2.3 hereof. CryoCor shall own all CryoCor Enhancements and shall have full rights as of the owner thereof to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate, subject to Cryogen’s rights, as granted pursuant to Sections 2.2 and 2.3 hereof, to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate within the Cryogen FieldsDevelopers. (b) The parties hereto acknowledge that Cryogen may commit such resources and personnel as Cryogen Tribune shall deem appropriate to design and make such modifications, improvements and enhancements request a Statement of Work from AdStar for each Enhancement to the Cryogen Intellectual Property Rights as may be necessary in order CareerBuilder Service it desires. AdStar shall deliver the requested Statement of Work within ten (10) days of each such request and prior to meet Cryogen’s or its customers’ requirementscommencing work. Beginning on the date hereof and continuing until […***…], Cryogen covenants and agrees to promptly Each Statement of Work shall set forth: (i) notify CryoCor the type of each such modification, improvement or enhancement Enhancement and the related services to be provided; (ii) prepare and provide to CryoCor a Written Idea Memorandum with respect to each such modification, improvement or enhancement, in each case, upon the discovery or development scope of the services; (iii) any such modification, improvement or enhancement. With respect to any such modification, improvement or enhancement that is a Cryogen Enhancement specific Confidential Information (as defined in Section 1.5 hereof), below) of a Party to be incorporated into or a Joint form the basis of the Enhancement (iv) the estimated Development Schedule (as defined in Section 1.13 hereof)below) for the delivery of the Enhancement; (v) the time and materials rates for the development services; and (vi) if applicable, Cryogen does further covenant the name and agree contact information of 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 this Agreement and subject to provide to CryoCor access to all drawings, specifications, technology the rights and know-how related to such Cryogen Enhancements or Joint Enhancements, so obligations of the Parties as to enable CryoCor to fully use and exploit such CryoCor Enhancements or Joint Enhancements pursuant to Section 2.1 hereof. Cryogen shall own all Cryogen Enhancements and shall have full rights as the owner thereof to 12. Confidential Treatment Requestedstated herein.

Enhancements. (a) The parties hereto acknowledge that CryoCor intends to commit such resources and personnel as CryoCor shall deem appropriate to design and make such modificationsWU may periodically request customizations, improvements and enhancements enhancements, additions or modifications (each an “Enhancement”) to the Cryogen Intellectual Property Rights and/or Licensed Products Services or to the IPS System. Within a reasonable time after receipt from WU of a request for an Enhancement, IPS shall provide to WU a preliminary estimate of the anticipated cost of developing and implementing the Enhancement (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 wishes to 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 be necessary in order to meet CryoCor’s customers’ requirements. Beginning on the date hereof and continuing until […***…], CryoCor covenants and agrees to promptly mutually agree upon (i) notify Cryogen reasonable time frames to develop and implement the requested Enhancement given the nature and functional requirements of each such modificationEnhancement as well as WU’s need to employ the Enhancement and IPS’ available resources, improvement or enhancement and (ii) prepare and provide to Cryogen a Written Idea Memorandum with respect to each such modification, improvement or enhancement, any related modifications which appropriately should be made 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 (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 Sections 2.2 and 2.3 hereof. CryoCor shall own all CryoCor Enhancements and shall have full rights as the owner thereof to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate, subject to Cryogen’s rights, as granted pursuant to Sections 2.2 and 2.3 hereof, to fully use and exploit the CryoCor Enhancements in whatever manner it shall deem appropriate within the Cryogen Fieldsapplicable Schedules. (b) The parties hereto acknowledge that Cryogen may commit such resources Enhancement Cost, which shall be paid by WU in accordance with the applicable provisions of this Agreement, shall be based on the actual cost of the development and personnel as Cryogen shall deem appropriate to design and make such modifications, improvements and enhancements to implementation of the Cryogen Intellectual Property Rights as may be necessary Enhancement in accordance with IPS’ then current rates for each activity completed by IPS in order to accomplish the Enhancement. 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 cancellation. (c) IPS will use reasonable efforts to provide any Enhancement 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 CryogenWU’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 customers’ requirements. Beginning Affiliates. (e) To the extent that a change in laws, regulations or rules requires a change in the Services as being provided on the date hereof Effective Date, IPS may, and continuing until […***…]upon specific request from WU will, Cryogen covenants at IPS’ expense, develop reasonable Enhancements to the IPS System responsive to the change in laws, rules and agrees regulations. The obligation of IPS set forth in the previous sentence is subject to promptly the following limitations: (i) notify CryoCor the change in law is generally applicable to a significant portion of each such modification, improvement IPS’ customer base and does not relate solely to a requirement or enhancement and preference of WU; (ii) prepare 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 provide the Enhancement needed in which to CryoCor 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 Cryogen implement said Enhancement (as defined in Section 1.5 hereofthe 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, or a Joint Enhancement (as defined B) in any way shift WU’s compliance responsibilities under this 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 own all Cryogen Enhancements and shall have full rights as the owner thereof to 12. Confidential Treatment RequestedIPS.