Common use of Product Changes Clause in Contracts

Product Changes. 5.2.1 Buyer may at any time change the Product Specifications (a "BUYER-DIRECTED PRODUCT CHANGE"). Buyer also shall provide Seller with such additional specifications necessary to design and engineer the first Semi-Automated Production Line (i) with respect to the M2A Capsule, as is reasonably requested by Seller in writing by September 26, 2001 and (ii) with respect the deliverables described in Section 2.4.1(a), as is reasonably requested by Seller in writing within fifteen (15) days of Buyer's delivery of such deliverables, PROVIDED that such time periods shall be extended day-for-day for any delay or failure by Buyer to provide such additional specifications to the extent such failure or delay constitutes Buyer Delay (any such additional description or specifications, a "SELLER-REQUESTED PRODUCT CHANGE" and, together with a Buyer-Directed Product Change, a "PRODUCT CHANGE"). 5.2.2 Buyer and Seller shall consult (at no charge to Buyer) concerning the cost and impact of implementing any such Product Change promptly following notice from Buyer to Seller of a Buyer-Directed Product Change or the provision by Buyer to Seller of a Seller-Requested Product Change. Seller shall promptly prepare (at no charge to Buyer) a detailed written estimate relating to the Product Change, including (i) all relevant drawings and specifications, all in a format and level of detail sufficient to allow Buyer to compare readily the existing Work and the Work as it would be affected by such Product Change, (ii) the cost of such Product Change and the consequent effect thereof on the Purchase Price for the affected Production Lines, including a xxxx of materials; (iii) the effect such change will have on the Milestone Schedule for the affected Production Lines and (iv) the effect such change will have on Seller's ability to comply with any of its obligations under this Sale Contract, including the Performance Guarantees and Warranties. 5.2.3 Seller agrees that any changes in the Work as a result of a Product Change shall be performed on the basis of a lump sum reimbursement in an amount agreed to in advance by Buyer and Seller, taking into consideration any savings or costs not incurred by Seller due to such change, in the form of an adjustment to the Purchase Price for the affected Production Lines. If the parties reach agreement on the matters listed in the estimate provided by Seller pursuant to Section 5.2.2, Buyer shall issue a Change Order that reflects the nature of their agreement with respect to such matters, including any change to the Purchase Price and, in the case of a Buyer-Direct Product Change only, to the Milestone Schedule. Seller shall be entitled to an adjustment to the Milestone Schedule in respect of any Seller-Requested Product Change only to the extent Seller is entitled to a Change Order due to any Buyer Delay in respect of such Seller-Requested Product Change pursuant to Section 5.3. 5.2.4 In the event Buyer and Seller do not agree on the terms of a Change Order for any Product Change within thirty (30) days of notice from Buyer to Seller of a Buyer-Directed Product Change or the provision by Buyer to Seller of a Seller-Requested Product Change, either party may commence proceedings under Section 11, PROVIDED that, notwithstanding any such proceedings, Seller shall proceed with the performance of its obligations under this Sale Contract and the Product Specifications shall be deemed for all purposes of this Sale Contract to have been modified by such Product Change.

Product Changes. 5.2.1 Buyer may at If either party requires a change to any time change Product, such party shall notify the Product Specifications (a "BUYER-DIRECTED PRODUCT CHANGE"). Buyer also shall provide Seller with such additional specifications necessary to design and engineer the first Semi-Automated Production Line (i) with respect to the M2A Capsule, as is reasonably requested by Seller other party in writing by September 26, 2001 and (ii) with respect the deliverables described in Section 2.4.1(a), as is reasonably requested by Seller in writing within fifteen (15) days of Buyer's delivery of such deliverables, PROVIDED that such time periods shall be extended day-for-day for any delay or failure by Buyer to provide such additional specifications to the extent such failure or delay constitutes Buyer Delay (any such additional description or specifications, a "SELLER-REQUESTED PRODUCT CHANGE" and, together with a Buyer-Directed Product Change, a "PRODUCT CHANGE"). 5.2.2 Buyer and Seller shall consult (at no charge to Buyer) concerning the cost and impact of implementing any such Product Change promptly following notice from Buyer to Seller of a Buyer-Directed Product Change or the provision by Buyer to Seller of a Seller-Requested Product Change. Seller shall promptly prepare (at no charge to Buyer) a detailed written estimate relating to the Product Change, including (i) all relevant drawings and specifications, all in a format and level of detail sufficient to allow Buyer to compare readily the existing Work and the Work as it would be affected by such Product Change, (ii) the cost of such Product Change and the consequent effect thereof on the Purchase Price for the affected Production Lines, including a xxxx of materials; (iii) the effect such change will have on the Milestone Schedule for the affected Production Lines and (iv) the effect such change will have on Seller's ability to comply with any of its obligations under this Sale Contract, including the Performance Guarantees and Warranties. 5.2.3 Seller agrees that any changes in the Work as a result of a Product Change shall be performed on the basis of a lump sum reimbursement in an amount agreed to in advance by Buyer and Seller, taking into consideration any savings or costs not incurred by Seller due to such change, in the form of an adjustment to the Purchase Price for the affected Production Lines. If the parties reach agreement on the matters listed in the estimate provided by Seller pursuant to Section 5.2.2, Buyer shall issue a Change Order that reflects the nature of their agreement with respect to such matters, including any change to the Purchase Price and, in the case of a Buyer-Direct Product Change only, to the Milestone Schedule. Seller shall be entitled to an adjustment to the Milestone Schedule in respect of any Seller-Requested Product Change only to the extent Seller is entitled to a Change Order due to any Buyer Delay in respect of such Seller-Requested Product Change pursuant to Section 5.3. 5.2.4 In the event Buyer and Seller do not agree on the terms of a Change Order for any Product Change within thirty (30) days thereafter, the parties shall meet and negotiate in good faith that Product change. Notwithstanding anything to the contrary herein, Seller may make any Product change required for safety as and when required. If the parties do not agree to a Product change as a result of such negotiations, the following procedures shall apply: (i) Upon ninety (90) days' prior written notice from Buyer to Buyer, Seller may make changes to any Products whenever such changes are: (A) required for safety, (B) required to facilitate performance in accordance with the Product Specifications, or (C) such that they represent non-substantial substitutions and modifications not materially and adversely affecting performance in accordance with the Product Specifications; provided, however, that the Products so modified shall continue to be covered by the applicable product registration. In the event of a Buyer-Directed such changes by Seller that materially affect the cost of the Product Change or and/or that Seller reasonably believes materially and adversely to affect performance in accordance with the provision by Buyer to Seller of a Seller-Requested Product Change, either party may commence proceedings under Section 11, PROVIDED that, notwithstanding any such proceedingsSpecifications ("Material Changes"), Seller shall proceed so state in its notice to Buyer. Buyer shall thereupon have forty-five (45) days after receipt of such notice to review such changes and to document and substantiate any objection thereto. In the event of a Material Change to which Buyer objects as aforesaid, Buyer shall have the right to terminate this Agreement with respect to such Product upon written notice to Seller within sixty (60) days after its receipt of such notice of changes from Seller unless Seller agrees, within thirty (30) days after the expiration of such sixty-day period, not to make such change or to make such change in a manner that does not materially affect the cost of the Product and/or does not materially and adversely affect performance in accordance with the performance Product Specifications. (ii) The cost of its obligations under this Sale Contract and any change requested by Seller reasonably deemed by Seller necessary to assure the compliance of delivered Products with Product Specifications shall be borne by Seller. Any change requested by Seller reasonably deemed by Seller necessary or desirable to assure the compliance of the Products with changed safety standards or governmental regulations shall be implemented by Seller by an appropriate field change notice. If in the reasonable judgment of Seller such change is likely to result in a material increase in the cost of, or the time required for all purposes performance by Seller of, the supply of this Sale Contract to Products hereunder, or the composition of Products, such notice shall propose new prices of Products, Lead Times, Product Specifications and/or Product warranties ("Change Notice Terms"). Such new Change Notice Terms shall be determined in accordance with the same methods as such terms shall have been modified determined prior to such Change Notice Terms. Buyer shall have the right to object to such new Change Notice Terms by written notice to Seller within thirty (30) days after receipt of such change notice. In such event, Seller and Buyer shall negotiate in good faith with respect to such Change Notice Terms that may be appropriate in light of such change notice. (iii) Upon ninety (90) days' prior written notice to Seller, Buyer may require that Seller may make changes to any Products. In the event of such changes by Buyer that Buyer reasonably deems would materially affect the cost of the Product to Seller Lead Times or Product warranties, Buyer shall so state in its notice to Seller. Seller shall thereupon have forty-five (45) days after receipt of such notice to review such changes and to document and substantiate any objection thereto. In the event of a Material Change to which Seller objects as aforesaid, Seller shall have the right to terminate this Agreement with respect to such Product Changeupon written notice to Buyer within sixty (60) days after its receipt of such notice of changes from Buyer unless Buyer agrees, within thirty (30) days after the expiration of such sixty-day period, not to make such change or to make such change in a manner that does not materially affect the cost of the Product to Seller. (iv) The cost of any change requested by Buyer reasonably deemed by Buyer necessary to assure the compliance of delivered Products with Product Specifications shall be borne by Seller. Any change requested by Buyer reasonably deemed by Buyer necessary or desirable to assure the compliance of the Products with changed safety standards or governmental regulations shall be implemented by Seller by an appropriate field change notice. If in the reasonable judgment of Seller such change is likely to result in a material increase in the cost of, or the time required for performance by Seller of, the supply of Products hereunder, or the composition of Products, such notice shall propose Change Notice Terms. Such new Change Notice Terms shall be determined in accordance with the same methods as such terms shall have been determined prior to such Change Notice Terms. Buyer shall have the right to object to such new Change Notice Terms by written notice to Seller within thirty (30) days after receipt of such change notice. In such event, Seller and Buyer shall negotiate in good faith with respect to such Change Notice Terms that may be appropriate in light of such change notice.

Product Changes. 5.2.1 Buyer Prior to the shipment of a Product, Seller may at any time change make changes in a Product furnished pursuant to this Agreement, or modify the drawings and published specifications relating thereto, or substitute Products of later design to fill an order, provided the changes, modifications, or substitutions under normal and proper use do not impact upon the Form, Fit, or Function of an ordered Product Specifications (a "BUYER-DIRECTED PRODUCT CHANGE"). Buyer also shall provide Seller with such additional specifications necessary to design and engineer the first Semi-Automated Production Line (i) with respect to the M2A Capsule, as is reasonably requested by Seller identified in writing by September 26, 2001 and (ii) with respect the deliverables described in Section 2.4.1(a), as is reasonably requested by Seller in writing within fifteen (15) days of BuyerSeller's delivery of such deliverables, PROVIDED that such time periods shall be extended day-for-day for any delay or failure by Buyer to provide such additional specifications to the extent such failure or delay constitutes Buyer Delay (any such additional description or specifications, a "SELLER-REQUESTED PRODUCT CHANGE" and, together with a Buyer-Directed Product Change, a "PRODUCT CHANGE"). 5.2.2 Buyer and Seller shall consult (at no charge to Buyer) concerning the cost and impact of implementing any such Product Change promptly following notice from Buyer to Seller of a Buyer-Directed Product Change or the provision by Buyer to Seller of a Seller-Requested Product Change. Seller shall promptly prepare notify Customer, usually at least one (at no charge to Buyer1) a detailed written estimate relating to the Product Changeyear, including (i) all relevant drawings and specifications, all in a format and level before Seller discontinues accepting orders for an item of detail sufficient to allow Buyer to compare readily the existing Work and the Work as it would be affected by such Product Change, (ii) the cost of such Product Change and the consequent effect thereof on the Purchase Price for the affected Production Lines, including a xxxx of materials; (iii) the effect such change will have on the Milestone Schedule for the affected Production Lines and (iv) the effect such change will have on Seller's ability to comply with any Manufactured Product sold u this Agreement. Where Seller offers a product for sale that is equivalent in Form, Fit, and Function, the notification period may vary. Seller further agrees that, in issuing Licensed Material Updates and Licensed Material Generic Releases of its obligations under this Sale ContractNetwork Wireless System Licensed Materials, including the Performance Guarantees and Warranties. 5.2.3 Seller agrees shall assure that any changes and modifications to existing features and functionalities effected thereby shall not result in a Material Service Impact. Seller agrees to maintain a standard, supported, generic version of the Work as a result Licensed Materials necessary for or integral to operation of a Product Change shall be performed on the basis of a lump sum reimbursement in an amount agreed to in advance by Buyer and Seller, taking into consideration any savings or costs not incurred by Seller due to such change, in the form of an adjustment to the Purchase Price for the affected Production Lines. If the parties reach agreement on the matters listed in the estimate provided Products furnished by Seller pursuant to Section 5.2.2this Agreement for a period of not less than seven (7) years from the effective date of this Agreement. If Seller ceases to maintain a standard, Buyer supported, generic version of any such Licensed Materials furnished by Seller pursuant to this Agreement, and such maintenance is not available from another entity, then Seller shall issue furnish Customer, under a Change Order that reflects the nature of their agreement with respect to such matters, including any change to the Purchase Price and, in the case of a Buyer-Direct Product Change onlysuitable confidentiality agreement, to the Milestone Schedule. Seller shall be entitled extent that it is authorized to an adjustment to do so, the Milestone Schedule in respect of any Seller-Requested Product Change only then existing Licensed Materials Source Code, Licensed Materials development programs, and associated documentation for such standard version to the extent necessary for Customer to maintain and enhance for its own Use the standard version of that Licensed Material for which it has the right to Use. Seller is entitled agrees that it shall use all reasonable efforts to qualify as Seller's Manufactured Product any Vendor Items orderable under this Agreement, the unavailability of which would result in a Change Order due to any Buyer Delay in respect Material Service Impact. If such efforts are successful, such item shall thereafter be treated as Seller Manufactured Product for purposes of Section 2.7 "CONTINUING PRODUCT/SUPPORT- PARTS AND SERVICES." If such Seller-Requested Product Change pursuant to Section 5.3. 5.2.4 In the event Buyer and Seller do item cannot agree on the terms of a Change Order for any Product Change within thirty (30) days of notice from Buyer to Seller of a Buyer-Directed Product Change or the provision by Buyer to Seller of a Seller-Requested Product Change, either party may commence proceedings under Section 11, PROVIDED that, notwithstanding any such proceedingsbe so qualified, Seller agrees that it will use all reasonable efforts to establish or locate a secondary source for such item, to identify an item of equivalent Form, Fit, and Function, or to take other steps, so as to minimize the circumstances in which Seller shall proceed with not be able to provide the performance notice of its obligations under this Sale Contract discontinuance and the Product Specifications shall be deemed for all purposes continuing supply of this Sale Contract to have been modified Repair Parts and repair Services as contemplated by such Product ChangeSection 2.7 "CONTINUING PRODUCT/SUPPORT-PARTS AND SERVICES."

Product Changes. 5.2.1 Buyer Prior to the shipment of a Product, Seller may at any time change make changes in a Product furnished pursuant to this Agreement, or modify the drawings and published specifications relating thereto, or substitute Products of later design to fill an order, provided the changes, modifications, or substitutions under normal and proper use do not impact upon the Form, Fit, or Function of an ordered Product as identified in the Specifications and do not adversely impact the ability of the Product Specifications (or System as a "BUYER-DIRECTED PRODUCT CHANGE"). Buyer also shall provide Seller whole to operate in accordance with such additional specifications necessary to design and engineer the first Semi-Automated Production Line (i) with respect to the M2A Capsule, as is reasonably requested by Seller in writing by September 26, 2001 and (ii) with respect the deliverables described in Section 2.4.1(a), as is reasonably requested by Seller in writing within fifteen (15) days of Buyer's delivery of such deliverables, PROVIDED that such time periods shall be extended day-for-day for any delay or failure by Buyer to provide such additional specifications to the extent such failure or delay constitutes Buyer Delay (any such additional description or specifications, a "SELLER-REQUESTED PRODUCT CHANGE" and, together with a Buyer-Directed Product Change, a "PRODUCT CHANGE"). 5.2.2 Buyer and Seller shall consult (at no charge to Buyer) concerning the cost and impact of implementing any such Product Change promptly following notice from Buyer to Seller of a Buyer-Directed Product Change or the provision by Buyer to Seller of a Seller-Requested Product Changethose Specifications. Seller shall promptly prepare (at no charge notify Customer of all changes to Buyer) a detailed written estimate relating to the Product ChangeProducts which, including (i) all relevant drawings and specifications, all in a format and level of detail sufficient to allow Buyer to compare readily the existing Work and the Work as it would be affected by such Product Change, (ii) the cost of such Product Change and the consequent effect thereof on the Purchase Price for the affected Production Lines, including a xxxx of materials; (iii) the effect such change will have on the Milestone Schedule for the affected Production Lines and (iv) the effect such change will have on Seller's ability determination, are required to comply with any remedy a non-conformance to Seller's applicable Specifications, to correct design defects that are of its obligations under this Sale Contracttype that result in inoperative electrical or mechanical conditions or an extremely unsatisfactory operating condition, including the Performance Guarantees or which are recommended to enhance safety. If Seller has furnished and Warranties. 5.2.3 Seller agrees that any changes in the Work as a result of installed a Product Change shall be performed on the basis of which is subject to such a lump sum reimbursement in an amount agreed to in advance by Buyer and Sellerchange, taking into consideration any savings or costs not incurred by Seller due to will implement such change, at its expense, if it is announced within from the date of shipment of that Product, by, at its option, either (1) modifying the Product at Customer's site; (2) modifying the Product which Customer has returned to Seller in accordance with Seller's instructions; or (3) replacing the form of an adjustment Product requiring the change with a replacement Product for which such change has already been implemented. However, if Seller has not engineered the original Product application and, accordingly, office records are not readily available to Seller, Seller will provide the Purchase Price generic change information and associated parts for the affected Production LinesCustomer's use in applying such change. If Seller has not installed such Product, Seller, will, at its expense, furnish the parties reach agreement on parts and documentation necessary to implement such change if it is announced within from the matters listed in the estimate provided by date of shipment of that Product. Customer may notify Seller pursuant to Section 5.2.2, Buyer shall issue a Change Order that reflects the nature of their agreement with respect to such matters, including any change to the Purchase Price and, in the case of a Buyer-Direct Product Change only, to the Milestone Schedule. Seller shall be entitled to an adjustment to the Milestone Schedule in respect of any Seller-Requested Product Change only problems which it considers fall within the categories described above. If Customer does not make or permit Seller to make the extent Seller is entitled to a Change Order due to any Buyer Delay in respect change as stated above within one (1) year from the date of such Seller-Requested Product Change pursuant to Section 5.3. 5.2.4 In the event Buyer and Seller do not agree on the terms of a Change Order for any Product Change within thirty (30) days of notice from Buyer to Seller of a Buyer-Directed Product Change change notification, subsequent repairs or the provision by Buyer to Seller of a Seller-Requested Product Change, either party may commence proceedings under Section 11, PROVIDED that, notwithstanding any such proceedings, Seller shall proceed with the performance of its obligations replacements under this Sale Contract Paragraph and under the Product Specifications shall Paragraph entitled PRODUCT WARRANTY may, at Seller's option, be deemed for all purposes of this Sale Contract billed to have been modified by such Product ChangeCustomer.

Product Changes. 5.2.1 Buyer 11.1 Prior to shipment, Corvis may at any time change make changes in Products or modify the Product Specifications (a "BUYER-DIRECTED PRODUCT CHANGE"). Buyer also shall provide Seller with such additional drawings and specifications necessary to design relating thereto or substitute Products of later design, provided the changes, modifications or substitutions under normal and engineer the first Semi-Automated Production Line proper use do not: (i) adversely impact upon Form, Fit or Function of the ordered Equipment; (ii) adversely affect the Product Life as compared to the Product prior to such change or modification, (iii) materially and adversely impact operation or performance of any such changed Product as compared to the Product prior to such change or modification, as determined by Qwest in its reasonable discretion; (iv) make the changed Product less compatible with Qwest's network components as compared to the Product prior to such change or modification; (v) prevent any Product from meeting (though it may exceed) the applicable Technical Requirements; or (vi) materially adversely affect the use, function or performance of the ordered Software, as provided in the Technical Requirements. Unless otherwise agreed by the parties in writing, such Software substitution will not result in any additional charges to Qwest with respect to the M2A Capsulelicenses for which Corvis has quoted fees to Qwest. With respect to changes, as is reasonably requested by Seller in writing by September 26modifications, 2001 and (ii) with respect the deliverables described in Section 2.4.1(a), as is reasonably requested by Seller in writing within fifteen (15) days of Buyer's delivery of such deliverables, PROVIDED substitutions that such time periods shall be extended day-for-day for any delay or failure by Buyer to provide such additional specifications to the extent such failure or delay constitutes Buyer Delay (any such additional description or specifications, a "SELLER-REQUESTED PRODUCT CHANGE" and, together with a Buyer-Directed Product Change, a "PRODUCT CHANGE"). 5.2.2 Buyer and Seller shall consult (at no charge to Buyer) concerning the cost and impact of implementing any such Product Change promptly following notice from Buyer to Seller of a Buyer-Directed Product Change or the provision by Buyer to Seller of a Seller-Requested Product Change. Seller shall promptly prepare (at no charge to Buyer) a detailed written estimate relating to affect the Product Change, including as set forth in subsections (i) all relevant drawings and specificationsthrough (vi) above, all Corvis will notify Qwest in a format and level of detail sufficient writing [*] prior to allow Buyer to compare readily the existing Work and the Work as it would be affected by such Product Change, (ii) the cost of such Product Change and the consequent effect thereof on the Purchase Price for the affected Production Lines, including a xxxx of materials; (iii) the effect such change will have on the Milestone Schedule for the affected Production Lines and (iv) the effect such change will have on Seller's ability to comply with any of its obligations under this Sale Contract, including the Performance Guarantees and Warranties. 5.2.3 Seller agrees that any changes in the Work as a result of a Product Change shall be performed on the basis of a lump sum reimbursement in an amount agreed to in advance by Buyer and Seller, taking into consideration any savings or costs not incurred by Seller due to such change, in the form of an adjustment to the Purchase Price for the affected Production Linestheir effective dates. If the parties reach agreement on the matters listed in the estimate provided by Seller pursuant to Section 5.2.2, Buyer shall issue a Change Order that reflects the nature of their agreement with respect to such matters, including any change to the Purchase Price and, in the case of a Buyer-Direct Product Change only, to the Milestone Schedule. Seller shall be entitled to an adjustment to the Milestone Schedule in respect of any Seller-Requested Product Change only to the extent Seller is entitled to a Change Order due to any Buyer Delay in respect of such Seller-Requested Product Change pursuant to Section 5.3. 5.2.4 In the event Buyer any such change is not desired by Qwest, Qwest will notify Corvis within [*] from the date of notice and Seller do Corvis will not agree furnish any such changed Products to Qwest on any orders in process at the terms time Corvis is so notified. In no event will Corvis change the Form, Fit, Function, use or performance of a Change Order for any Product Change within thirty (30) days of notice from Buyer if such change causes the ordered Product not to Seller of a Buyer-Directed Product Change or conform to the provision by Buyer to Seller of a Seller-Requested Product Change, either party may commence proceedings under Section 11, PROVIDED that, notwithstanding any such proceedings, Seller shall proceed Technical Requirements. Confidential materials omitted and filed separately with the performance of its obligations Securities and Exchange Commission. Asterisks denote omissions. Corvis may discontinue any Product or Software version if Corvis gives Qwest at least [*] notice thereof. In such event, Corvis will provide Qwest with a suggested product replacement which meets or exceeds the Technical Requirements, has substantially the same Form, Fit and Function and is at least equally compatible with Qwest's network components as the discontinued Product it replaces. Qwest will have the right to substitute the replacement product for the Product under this Sale Contract Agreement, at a price to be negotiated by the parties. If Qwest elects not to use the suggested replacement product, Corvis will offer Qwest a [*] period beginning the day of the notice of discontinuance within which Qwest may place orders for the discontinued Product. Qwest may give a last order ("One Time Buy Order") immediately prior to the end ------------------ of the [*] period beginning the day of the notice of discontinuance. The One Time /Buy Order is non-cancelable, non-reschedulable and non-returnable, except as otherwise provided in this Agreement, including without limitation Acceptance as set forth in Article 2. Products ordered with the Product Specifications shall One Time Buy Order will be deemed for all purposes delivered to Qwest as requested by Qwest but no later than [*] after the notice of this Sale Contract to have been modified by such Product Changediscontinuance.

Product Changes. 5.2.1 Buyer may at any time (a) If, after Product has been shipped to Customer, Seller issues changes affecting Product and such change is identified as necessary for the Product Specifications to continue to meet Seller's published specifications or design criteria (a "BUYER-DIRECTED PRODUCT CHANGE"). Buyer also shall provide Seller with such additional specifications necessary to design and engineer the first Semi-Automated Production Line (i) with respect to the M2A Capsule, as is reasonably requested by Seller in writing by September 26, 2001 and (ii) with respect the deliverables described in Section 2.4.1(aMandatory Engineering Change), as is reasonably requested by Seller in writing within fifteen (15) days of Buyer's delivery of such deliverables, PROVIDED that such time periods shall be extended day-for-day for any delay or failure by Buyer to provide such additional specifications to the extent such failure or delay constitutes Buyer Delay (any such additional description or specifications, a "SELLER-REQUESTED PRODUCT CHANGE" and, together with a Buyer-Directed Product Change, a "PRODUCT CHANGE"). 5.2.2 Buyer and Seller shall consult (at no charge to Buyer) concerning the cost and impact of implementing any such Product Change promptly following notice from Buyer to Seller including an identified correction of a Buyer-Directed Product Change or the provision by Buyer to Seller of a Seller-Requested Product Change. Seller shall promptly prepare (at no charge to Buyer) a detailed written estimate relating to the Product Change, including (i) all relevant drawings and specifications, all in a format and level of detail sufficient to allow Buyer to compare readily the existing Work and the Work as it would be affected by such Product Change, (ii) the cost of such Product Change and the consequent effect thereof on the Purchase Price for the affected Production Lines, including a xxxx of materials; (iii) the effect such change will have on the Milestone Schedule for the affected Production Lines and (iv) the effect such change will have on Seller's ability to comply with any of its obligations under this Sale Contract, including the Performance Guarantees and Warranties. 5.2.3 Seller agrees that any changes in the Work deficiency as a result of a UCR (refer to Section 4, UNSATISFACTORY CONDITION SITUATIONS, above), Seller shall provide prompt notification of required changes to Customer's standardization and/or testing organization(s) at the address provided to Seller for such purpose. Seller shall, at Seller's expense, be responsible for costs for all Mandatory Engineering Changes and installation of such changes whether implemented by Seller or Customer for a period of five (5) years beyond the Product Change warranty period, provided Product has been maintained during this period at current revision levels. (b) If Customer and Seller ascertain that Product, or a part thereof, subject to such a change is readily returnable, Customer or Customer's agent or contractor shall be performed on the basis of a lump sum reimbursement in an amount agreed remove, at Seller's expense, and return such Product or part to in advance by Buyer Seller's designated repair or manufacturing facility and Seller, taking into consideration any savings at Seller's expense, shall implement such changes and return such changed Product or costs not incurred by part to Customer's designated location. If removal of Product to be returned to Seller due for modification would create an out-of-service condition, Seller shall make suitable arrangements to provide replacement Product to prevent an out-of-service condition from occurring. (c) Any Product maintained in Customer's inventory subject to such change, in the form of an adjustment a change shall be returned to the Purchase Price for the affected Production LinesSeller's designated repair or manufacturing facility to implement changes and shall be returned to Customer's stocking location at Seller's expense. If the parties reach agreement such changes create an adverse impact on the matters listed Product warranty or Customer's ability to sell the Product as new, then Seller shall accept at Customer's option, a Product exchange or return for all unchanged Product in the estimate Customer's inventory. (d) All change notifications provided by Seller pursuant to Section 5.2.2Customer shall contain the following information: (1) Description of change; (2) Reason for change; (3) Impact on customer service (i.e., Buyer shall issue a Change Order that reflects outages, system downtime); (4) Price impact, if known; (5) Effective date of changes; and (6) Implementation schedule of change. (e) Customer may request the nature of their agreement with respect Seller to such matters, including any change make changes to or enhance the Purchase Price and, in the case Product. Upon Seller's receipt of a Buyer-Direct Product Change onlywritten document describing in detail the changes requested by Customer, to the Milestone Schedule. Seller shall be entitled respond in writing to an adjustment to the Milestone Schedule in respect of any Seller-Requested Product Change only to the extent Seller is entitled to a Change Order due to any Buyer Delay in respect of such Seller-Requested Product Change pursuant to Section 5.3. 5.2.4 In the event Buyer and Seller do not agree on the terms of a Change Order for any Product Change Customer within thirty (30) days of notice from Buyer days. If Seller agrees to Seller of undertake such modifications for Customer, the response shall identify a Buyer-Directed date for the proposed implementation schedule and cost for such changes to Product Change or will be provided the provision by Buyer to Seller of Seller. Acceptance and/or further definition will require a Seller-Requested Product Change, either party may commence proceedings under Section 11, PROVIDED that, notwithstanding any such proceedings, Seller shall proceed with the performance of its obligations under this Sale Contract and the Product Specifications shall be deemed for all purposes of this Sale Contract to have been modified by such Product Changeseparate mutual agreement.

Product Changes. 5.2.1 Buyer may at any time (a) If, after PRODUCT has been shipped to CUSTOMER, SELLER issues changes affecting such PRODUCT and a change is identified as necessary for the Product Specifications (a "BUYER-DIRECTED PRODUCT CHANGE"). Buyer also shall provide Seller with such additional to continue to meet SELLER's published specifications necessary to or design and engineer the first Semi-Automated Production Line (i) with respect to the M2A Capsulecriteria, as or is reasonably requested by Seller in writing by September 26, 2001 and (ii) with respect the deliverables described in Section 2.4.1(a), as is reasonably requested by Seller in writing within fifteen (15) days of Buyer's delivery of such deliverables, PROVIDED that such time periods shall be extended day-for-day for any delay or failure by Buyer to provide such additional specifications to the extent such failure or delay constitutes Buyer Delay (any such additional description or specifications, a "SELLER-REQUESTED PRODUCT CHANGE" and, together with a Buyer-Directed Product Change, a "PRODUCT CHANGE"). 5.2.2 Buyer and Seller shall consult (at no charge to Buyer) concerning the cost and impact of implementing any such Product Change promptly following notice from Buyer to Seller an identified correction of a Buyer-Directed Product Change or the provision by Buyer to Seller of a Seller-Requested Product Change. Seller shall promptly prepare (at no charge to Buyer) a detailed written estimate relating to the Product Change, including (i) all relevant drawings and specifications, all in a format and level of detail sufficient to allow Buyer to compare readily the existing Work and the Work as it would be affected by such Product Change, (ii) the cost of such Product Change and the consequent effect thereof on the Purchase Price for the affected Production Lines, including a xxxx of materials; (iii) the effect such change will have on the Milestone Schedule for the affected Production Lines and (iv) the effect such change will have on Seller's ability to comply with any of its obligations under this Sale Contract, including the Performance Guarantees and Warranties. 5.2.3 Seller agrees that any changes in the Work deficiency as a result of a Product Change UCR (refer to Section 4, UNSATISFACTORY CONDITION SITUATIONS, above), SELLER shall provide prompt notification of required changes to CUSTOMER's standardization and/or testing organization(s) at the address provided to SELLER for such purpose. SELLER shall, at SELLER's expense, be responsible for all costs for parts, replacement and installation for such change whether implemented by SELLER or CUSTOMER for ten (10) years beyond the PRODUCT warranty period. (b) If CUSTOMER and SELLER ascertain that PRODUCT, or a part thereof, subject to such a change is readily returnable, CUSTOMER or CUSTOMER's agent or contractor shall remove, at SELLER's expense, and return such PRODUCT or part to SELLER's designated repair or manufacturing facility and SELLER, at SELLER's expense, shall implement such changes and return such changed PRODUCT or part to CUSTOMER's designated location. If removal of PRODUCT to be returned to SELLER for modification would create an out-of-service condition, SELLER shall make suitable arrangements to provide replacement PRODUCT to prevent an out-of-service condition from occurring. (c) Any PRODUCT maintained in CUSTOMER's inventory subject to such a change shall be performed returned to SELLER's designated repair or manufacturing facility to implement changes and shall be returned to CUSTOMER's stocking location at SELLER's expense. If such changes create an adverse impact on the basis PRODUCT warranty or CUSTOMER's ability to sell the PRODUCT as new, then SELLER shall accept at CUSTOMER's option, a PRODUCT exchange or return for all unchanged PRODUCT in CUSTOMER's inventory. (d) All change notifications provided by SELLER to CUSTOMER shall contain the following information: (1) Description of change; (2) Reason for change; (3) Impact on customer service (i.e., outages, system downtime); (4) Price impact, if known; (5) Effective date of changes; and (6) Implementation schedule of change. (e) CUSTOMER may request SELLER to make changes to SELLER's PRODUCT. Upon receipt of a lump sum reimbursement written document describing in an amount agreed detail the changes requested by CUSTOMER, SELLER shall respond in writing to in advance by Buyer and Seller, taking into consideration any savings or costs not incurred by Seller due to such change, in the form of an adjustment to the Purchase Price for the affected Production Lines. If the parties reach agreement on the matters listed in the estimate provided by Seller pursuant to Section 5.2.2, Buyer shall issue a Change Order that reflects the nature of their agreement with respect to such matters, including any change to the Purchase Price and, in the case of a Buyer-Direct Product Change only, to the Milestone Schedule. Seller shall be entitled to an adjustment to the Milestone Schedule in respect of any Seller-Requested Product Change only to the extent Seller is entitled to a Change Order due to any Buyer Delay in respect of such Seller-Requested Product Change pursuant to Section 5.3. 5.2.4 In the event Buyer and Seller do not agree on the terms of a Change Order for any Product Change CUSTOMER within thirty (30) days of notice from Buyer days. If SELLER agrees to Seller of undertake such modifications for CUSTOMER, the response shall quote a Buyer-Directed Product Change or the provision by Buyer proposed implementation schedule and a cost for such changes to Seller of a Seller-Requested Product Change, either party may commence proceedings under Section 11, PROVIDED that, notwithstanding any such proceedings, Seller shall proceed with the performance of its obligations under this Sale Contract and the Product Specifications shall be deemed for all purposes of this Sale Contract to have been modified by such Product ChangePRODUCT.

Product Changes. 5.2.1 Buyer 5.1 AltiGen shall have the right to announce new Products to which the terms and conditions of this Agreement do not apply. The parties agree that additional Products may at be added to the Agreement by execution of an appendix to this Agreement setting forth any time change special terms, conditions, modifications or deletions necessary for the Product Specifications (a "BUYER-DIRECTED PRODUCT CHANGE")additional Products and mutually agreed to by the parties. Buyer also AltiGen agrees to notify Fiserv about new Products prior to announcing them to the general public. AltiGen will give prompt written notice to Fiserv of any new Products. 5.2 Subject to Fiserv paying all undisputed amounts for the services described in the Software Assurance Program in accordance with the terms of this Agreement. AltiGen shall provide Seller with such additional specifications necessary to design Fiserv and engineer all End Users all services described in the first Semi-Automated Production Line Software Assurance Program, including the following: (i) with respect AltiGen shall notify Fiserv of Upgrades (defined as a newly released version of the Product) and Updates (as defined below) relating to the M2A Capsule, as is reasonably requested by Seller in writing by September 26, 2001 and Products; (ii) with respect the deliverables described in Section 2.4.1(a)AltiGen shall provide to Fiserv copies of each released modification, as is reasonably requested by Seller in writing within fifteen (15) days of Buyer's delivery of such deliverablesbug fix, PROVIDED that such time periods shall be extended day-for-day for any delay or failure by Buyer to provide such additional specifications and update to the extent such failure Products (but excluding Upgrades) (“Updates”) and Upgrade before or delay constitutes Buyer Delay (at the same time as provided to other resellers generally, and assist Fiserv in the detection and correction of defects in the Products. Such Updates shall include any such additional description or specifications, a "SELLER-REQUESTED PRODUCT CHANGE" and, together necessary changes to comply with a Buyer-Directed Product Change, a "PRODUCT CHANGE"). 5.2.2 Buyer US laws and Seller shall consult (at no charge to Buyer) concerning the cost and impact of implementing any such Product Change promptly following notice from Buyer to Seller of a Buyer-Directed Product Change or the provision by Buyer to Seller of a Seller-Requested Product Change. Seller shall promptly prepare (at no charge to Buyer) a detailed written estimate relating regulations applicable to the Product Change, including (i) all relevant drawings and specifications, all in a format and level of detail sufficient to allow Buyer to compare readily the existing Work and the Work as it would be affected by such Product Change, (ii) the cost of such Product Change and the consequent effect thereof on the Purchase Price for the affected Production Lines, including a xxxx of materialsProducts; (iii) the effect AltiGen agrees that any such change will have on the Milestone Schedule for the affected Production Lines and Upgrades or Updates shall not minimize any Product functionality; (iv) AltiGen agrees to provide Fiserv with written or other applicable Documentation that it may develop in its sole discretion concerning any Upgrades or Updates, and (v) all such Upgrades and Updates shall become part of the effect Products upon delivery and shall be subject to the terms and conditions of this Agreement. AltiGen shall have the right to modify AltiGen Products and/or the Documentation thereof at any time, in its sole discretion, provided, however, that AltiGen will give prompt written notice to Fiserv of any such change changes and Fiserv and its End Users will have on Seller's ability to comply be provided with any of its obligations under this Sale Contract, including the Performance Guarantees and Warrantiesall such Updates as provided above. 5.2.3 Seller agrees that any changes 5.3 Subject to Fiserv paying all undisputed amounts for the services described in the Work as a result of a Product Change shall be performed on the basis of a lump sum reimbursement Software Assurance Program in an amount agreed to in advance by Buyer and Seller, taking into consideration any savings or costs not incurred by Seller due to such change, in the form of an adjustment to the Purchase Price for the affected Production Lines. If the parties reach agreement on the matters listed in the estimate provided by Seller pursuant to Section 5.2.2, Buyer shall issue a Change Order that reflects the nature of their agreement accordance with respect to such matters, including any change to the Purchase Price and, in the case of a Buyer-Direct Product Change only, to the Milestone Schedule. Seller shall be entitled to an adjustment to the Milestone Schedule in respect of any Seller-Requested Product Change only to the extent Seller is entitled to a Change Order due to any Buyer Delay in respect of such Seller-Requested Product Change pursuant to Section 5.3. 5.2.4 In the event Buyer and Seller do not agree on the terms of this Agreement, AltiGen shall provide the sales support described in Exhibit B hereto to Fiserv and/or Business Partners (but not its End Users) during the term of this Agreement. AltiGen may provide End Users with support and maintenance under a Change Order for any Product Change within thirty (30) days separate agreement on a fee basis. For the avoidance of notice from Buyer to Seller doubt, such support shall include the current and one prior version of a Buyer-Directed Product Change or the provision by Buyer to Seller of a Seller-Requested Product Change, either party may commence proceedings under Section 11, PROVIDED that, notwithstanding any such proceedings, Seller each Product. AltiGen shall proceed provide Fiserv with the performance most recent version of its obligations under this Sale Contract and software portion of the Product Specifications shall be deemed Products for all purposes Fiserv’s support of this Sale Contract to have been modified by such Product Changeits End-Users.