Common use of Enhancements Clause in Contracts

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

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

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

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