Common use of Acceptance Testing Clause in Contracts

Acceptance Testing. The initial Product furnished by Licensor shall be subject to Acceptance Testing as follows: 6.1. At least thirty (30) days prior to installation of the Product, but no later than thirty (30) days following execution of this Agreement, Lilly shall provide Licensor with its plan to conduct Acceptance Testing. Licensor shall then install the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation of the Product, Licensor shall certify in writing to Lilly that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: (i) the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the Product; and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure. 6.2. If the Product successfully meets these Acceptance Tests, Lilly shall so notify Licensor in writing within five (5) business days of completion of the Acceptance Tests and the Product shall be deemed to be accepted. In such case, the Acceptance Date shall be the date that the software satisfactorily completes all of the tests specified above. Eli Lilly and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet any or all of the specified Acceptance Tests, Lilly shall notify Licensor of such failure in writing within ten (10) business days of completion of the Acceptance Tests and Licensor shall have thirty (30) calendar days in which to correct, modify, or improve the Product to cause it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; provided, however, that if the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel this Agreement and request the removal of the Product failing to meet the acceptance criteria, in addition to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any failure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement under this provision.

Acceptance Testing. The initial Product furnished by Licensor 4.2.1 Seller shall be subject to Acceptance Testing as follows: 6.1. At least thirty test the Backhaul and Wavelength(s) using procedures in accordance with industry standards (30) days prior to installation of the Product, but no later than thirty (30) days following execution of this Agreement, Lilly shall provide Licensor with its plan to conduct “Acceptance Testing. Licensor shall then install ”) to verify that such Backhaul is operating in accordance with the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation of the Product, Licensor shall certify in writing to Lilly that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: (i) the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or Technical Specifications set forth in Licensor's Exhibit B and that such Wavelength(s) are operating in accordance with the Technical Specifications for the Product; and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure. 6.2. If the Product successfully meets these Acceptance Tests, Lilly set forth in Exhibit C. Seller shall so notify Licensor in writing within provide Purchaser with five (5) business days Business Days’ prior written notice (which notice may be sent by facsimile or e-mail in this case only) of completion the date and time of each applicable test. 4.2.2 After the successful conclusion of the Acceptance Tests Testing conducted by Seller with respect to the Backhaul or Wavelength(s), Seller shall provide Purchaser with an electronic notice that the Backhaul or the applicable Wavelength(s), as applicable, is available for use (“Turn Up Acknowledgement” or “TUA”). 4.2.3 After receipt by Purchaser from Seller of the TUA, Purchaser shall have five (5) Business Days to conduct its own Acceptance Testing to verify that it is operating in accordance with the applicable Testing Specifications (“Testing Period”). If Purchaser determines that such test results show that the Backhaul or Wavelength(s) or any portion thereof do not meet the applicable Testing Specifications, Purchaser shall, within the Testing Period, notify Seller’ Service Delivery Department in writing that the Capacity does not comply with the Testing Specifications, and, if, upon investigation, such non-compliance is due solely to Seller’ fault, then Seller shall correct the non-compliance as set forth in Section 3.1.3 below. 4.2.4 In the event Purchaser notifies Seller within the time periods set forth in Section 4.2.2 that the Backhaul or Wavelength(s), or any portion thereof is not operating within the parameters of the applicable Testing Specifications, Seller shall expeditiously take such action as shall be necessary with respect to such portion of the Backhaul or Wavelength(s) to bring the operating standards of such portion of the Backhaul or Wavelength(s) into compliance, after which such portion of the Backhaul or Wavelength(s) shall be re-tested in accordance with the provisions of this Section 4. After taking such actions and re-testing, Seller shall provide Purchaser with a re-tested TUA and Purchaser shall again have all rights provided in this Section 4. 4.2.5 The cycle described above of testing, taking corrective action and re-testing shall take place a maximum of two (2) times as necessary to ensure that such portion of the Product Backhaul or Wavelength(s) operates within the parameters of the applicable Testing Specifications. Following the second such attempt by the parties to agree on the Acceptance Testing results, if Purchaser asserts that the test results demonstrate the Backhaul or Wavelength(s), or any portion thereof, does not meet the applicable Testing Specifications (“Compliancy”), both parties shall choose an independent engineer to establish whether the test results establish Compliancy or not. If the independent engineer confirms Compliancy, Purchaser shall be deemed to be accepted. In such case, have accepted the Acceptance Date shall be Backhaul or Wavelength(s) and reimburse Seller for the date that the software satisfactorily completes all actual cost of the tests specified above. Eli Lilly independent engineer and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3the actual internal and out-of-pocket costs of extra testing. If the Product fails independent engineer confirms Purchaser’s test results, Seller will complete expeditiously the corrective action necessary to meet any or all achieve Compliancy and pay for the actual cost of the independent engineer and for the actual internal and out-of-pocket costs incurred by Purchaser for such extra testing. 4.2.6 In the event Purchaser does not object to the results of any of Seller’ Acceptance Testing or its own Acceptance Testing within the time periods specified Acceptance Testsin Section 4.2.3, Lilly Purchaser shall notify Licensor be deemed to have accepted the Backhaul or Wavelength(s) as of the first day following the end of such failure in writing within ten (10) business days of completion of period. The date on which Purchaser issues its notice accepting the Acceptance Tests and Licensor shall have thirty (30) calendar days in which to correct, modifyBackhaul or Wavelength(s), or improve the Product to cause on which it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; provided, however, that if the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel this Agreement and request the removal of the Product failing to meet the acceptance criteria, in addition to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any failure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel Backhaul or Wavelength(s), as the Agreement case may be, under this provision*** Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406.

Acceptance Testing. The initial Product furnished by Licensor 4.1 All Licensed Software shall be subject tested in accordance with the terms of this Clause 4 to determine whether it is fully operate, meets all applicable specifications and will function in accordance with the Documentation when properly installed and used for its intended purpose on the Licensee’s Systems (the “Acceptance Testing as followsTests”). 4.2 Upon the delivery of the Licensed Software, the Licensee shall conduct all Acceptance Tests to determine whether, and the extent to which: 6.1. At least thirty (30a) days prior the Licensed Software conforms to installation of the Product, but no later than thirty (30) days following execution requirements of this Agreement, Lilly shall provide Licensor with its plan to conduct Acceptance Testing. Licensor shall then install including the Software on one server at Lilly's headquarters in Indianapolis. Following delivery full operability, integration, interoperability and installation compatibility of the ProductLicensed Software with the components and functions of the Licensee’s Systems in accordance with the Documentation; and (b) the Documentation effectively supports the Licensed Software, Licensor shall certify in writing is complete and free of any deficiencies. 4.3 All Acceptance Tests shall: (a) begin with a commercially reasonable time following delivery of the Licensed Software; and (b) be conducted by the Licensee for up to Lilly that one-hundred and eighty (180) days from the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after date of the Licensee’s receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: Licensed Software (i) the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the Product; and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure“Testing Period”). 6.2. If the Product successfully meets these Acceptance Tests, Lilly shall so notify Licensor in writing within five (5) business days of completion of 4.4 The Licensee may suspend the Acceptance Tests and the Product shall be deemed corresponding Test Period by written notice to be acceptedthe Licensor if the Licensee discovers a Nonconformity in the tested Licensed Software or part or feature thereof. In such caseevent, the Acceptance Date Licensor shall be the date that the software satisfactorily completes all of the tests specified above. Eli Lilly immediately, and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet in any or all of the specified Acceptance Tests, Lilly shall notify Licensor of such failure in writing case within ten (10) business days of completion of Business Days, correct such Nonconformity, whereupon the Acceptance Tests and Licensor Testing Period shall have thirty resume for the balance of the Testing Period. 4.5 Within ten (3010) calendar days Business Days following the completion of any Acceptance Tests, the Licensee shall prepare and provide to the other party written notice of the completion of the tests. Such notice shall include a report describing in which to correctreasonable detail the tests conducted and the results thereof, modifyincluding any uncorrected Nonconformity in the tested Licensed Software (a “Nonconformance Notice”). If such notice identifies any Nonconformities, or improve the Product to cause it to meet each parties’ rights, remedies and obligations will be as set forth in Clauses 4.6 and 4.7. If such notice provided by the Licensee identifies no Nonconformities, such notice shall constitute the Licensee’s Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the tested Licensed Software. 4.6 If the Acceptance Tests specified above. This process identify any Nonconformities, the Licensor, at the Licensor’s sole cost and expense, shall be repeated as may be necessary until remedy all such Nonconformities and redeliver the Product is deemed to be accepted hereunder; providedLicensed Software, however, that if in accordance with the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel applicable requirements of this Agreement and request the removal Documentation as promptly as commercially possible and, in any case, within ten (10) days following its receipt of the Product failing Licensee’s Nonconformance Notice. 4.7 If Acceptance Tests identify any Nonconformity in any Licensed Software after a second or subsequent delivery thereof, or the Licensor fails to meet redeliver any Licensed Software on a timely basis, the acceptance criteriaLicensee may, in addition its sole discretion, by written notice to the remedies available Licensor: (a) continue the process set forth in Section 6.5. If Lilly fails this Clause 4; or (b) accept the nonconforming Licensed Software, in which case the Issued Shares shall be reduced equitably to notify reflect the value of the Licensed Software as received relative to the value of the Licensed Software had it conformed to the requirements and specifications of this Agreement and the Documentation; or (c) deem the failure to be a non-curable material breach of this Agreement and terminate this Agreement pursuant to Clause 12.3. 4.8 Acceptance of the Licensed Software (“Acceptance”) shall occur, if at all, on the date that is the earlier of: (a) the Licensee’s delivery of a notice accepting such Licensed Software pursuant to Clause 4.5; or (b) ten (10) Business Days after the expiration of the Testing Period if the Licensee has not notified the Licensor of any failure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, one or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement under this provisionmore Nonconformities prior thereto.

Acceptance Testing. The initial Product furnished by Licensor 4.2.1 Seller shall be subject to Acceptance Testing as follows: 6.1. At least thirty test the Backhaul and Wavelength(s) using procedures in accordance with industry standards (30) days prior to installation of the Product, but no later than thirty (30) days following execution of this Agreement, Lilly shall provide Licensor with its plan to conduct “Acceptance Testing. Licensor shall then install ”) to verify that such Backhaul is operating in accordance with the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation of the Product, Licensor shall certify in writing to Lilly that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: (i) the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or Technical Specifications set forth in Licensor's Exhibit B and that such Wavelength(s) are operating in accordance with the Technical Specifications for the Product; and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure. 6.2. If the Product successfully meets these Acceptance Tests, Lilly set forth in Exhibit C. Seller shall so notify Licensor in writing within provide Purchaser with five (5) business days Business Days’ prior written notice (which notice may be sent by facsimile or e-mail in this case only) of completion the date and time of each applicable test. 4.2.2 After the successful conclusion of the Acceptance Tests Testing conducted by Seller with respect to the Backhaul or Wavelength(s), Seller shall provide Purchaser with an electronic notice that the Backhaul or the applicable Wavelength(s), as applicable, is available for use (“Turn Up Acknowledgement” or “TUA”). 4.2.3 After receipt by Purchaser from Seller of the TUA, Purchaser shall have five (5) Business Days to conduct its own Acceptance Testing to verify that it is operating in accordance with the applicable Testing Specifications (“Testing Period”). If Purchaser determines that such test results show that the Backhaul or Wavelength(s) or any portion thereof do not meet the applicable Testing Specifications, Purchaser shall, within the Testing Period, notify Seller’ Service Delivery Department in writing that the Capacity does not comply with the Testing Specifications, and, if, upon investigation, such non-compliance is due solely to Seller’ fault, then Seller shall correct the non-compliance as set forth in Section 3.1.3 below. 4.2.4 In the event Purchaser notifies Seller within the time periods set forth in Section 4.2.2 that the Backhaul or Wavelength(s), or any portion thereof is not operating within the parameters of the applicable Testing Specifications, Seller shall expeditiously take such action as shall be necessary with respect to such portion of the Backhaul or Wavelength(s) to bring the operating standards of such portion of the Backhaul or Wavelength(s) into compliance, after which such portion of the Backhaul or Wavelength(s) shall be re-tested in accordance with the provisions of this Section 4. After taking such actions and re-testing, Seller shall provide Purchaser with a re-tested TUA and Purchaser shall again have all rights provided in this Section 4. 4.2.5 The cycle described above of testing, taking corrective action and re-testing shall take place a maximum of two (2) times as necessary to ensure that such portion of the Product Backhaul or Wavelength(s) operates within the parameters of the applicable Testing Specifications. Following the second such attempt by the parties to agree on the Acceptance Testing results, if Purchaser asserts that the test results demonstrate the Backhaul or Wavelength(s), or any portion thereof, does not meet the applicable Testing Specifications (“Compliancy”), both parties shall choose an independent engineer to establish whether the test results establish Compliancy or not. If the independent engineer confirms Compliancy, Purchaser shall be deemed to be accepted. In such case, have accepted the Acceptance Date shall be Backhaul or Wavelength(s) and reimburse Seller for the date that the software satisfactorily completes all of the tests specified above. Eli Lilly and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3***. If the Product fails independent engineer confirms Purchaser’s test results, Seller will complete expeditiously the corrective action necessary to meet any or all achieve Compliancy and pay for the actual cost of the independent engineer and for the actual internal and out-of-pocket costs incurred by Purchaser for such extra testing. 4.2.6 In the event Purchaser does not object to the results of any of Seller’ Acceptance Testing or its own Acceptance Testing within the time periods specified Acceptance Testsin Section 4.2.3, Lilly Purchaser shall notify Licensor be deemed to have accepted the Backhaul or Wavelength(s) as of the first day following the end of such failure in writing within ten (10) business days of completion of period. The date on which Purchaser issues its notice accepting the Acceptance Tests and Licensor shall have thirty (30) calendar days in which to correct, modifyBackhaul or Wavelength(s), or improve the Product to cause on which it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; provided, however, that if the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel this Agreement and request the removal of the Product failing to meet the acceptance criteria, in addition to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any failure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel Backhaul or Wavelength(s), as the Agreement case may be, under this provision*** Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406.

Acceptance Testing. The initial Product 14.1 On completion of Installation of Equipment furnished and installed by Licensor Seller, Seller shall be subject to Acceptance Testing as follows: 6.1. At least thirty provide Buyer five (305) days prior written notification that such Equipment is ready for Commissioning. Following such notification, Buyer agrees to installation have a representative present to witness and acknowledge completion of such testing. Seller or Seller's subcontractor, as applicable, shall test the Equipment in accordance with its standard testing procedures to determine Equipment conformity with the standards and specifications (hereinafter "Commissioning Criteria") of the Productapplicable Seller installation manuals, but no later than thirty as may be amended from time to time. 14.2 On the date that such Commissioning has been successfully completed, Seller shall turn the Equipment over to Buyer (30) days following execution "Turnover"). On the date of Turnover, Buyer shall complete and return to Seller the "Turnover Notice" as described in Annex 3. 14.3 For purposes of this Agreement, Lilly shall provide Licensor with its plan to conduct Acceptance Testing. Licensor shall then install the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation occurrence of any of the Product, Licensor shall certify in writing to Lilly that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: (i) the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the Product; and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure. 6.2. If the Product successfully meets these Acceptance Tests, Lilly shall so notify Licensor in writing within five (5) business days of completion of the Acceptance Tests and the Product following shall be deemed to be accepted. In such case, constitute "Acceptance" of the Acceptance Date shall be Equipment: 14.3.1 Within ten (10) days following the date that of Turnover, Buyer shall either accept the software satisfactorily completes all of the tests specified above. Eli Lilly and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet any or all of the specified Acceptance Tests, Lilly shall notify Licensor of such failure Equipment in writing as provided in Annex 3, "Acceptance Notice," or notify Seller in writing specifying in reasonable detail those particulars in which the Equipment does not meet the Commissioning Criteria. With respect to any such particulars, Seller shall promptly proceed to take corrective action, and following correction, Buyer shall accept the Equipment in writing. 14.3.2 The failure of Buyer to notify Seller within ten (10) business days after Turnover (or, in the case of completion correction, ten [10] days following such correction) of any particulars in which the Equipment does not meet the Commissioning Criteria, or the use by Buyer of the Acceptance Tests and Licensor shall have thirty (30) calendar days Equipment or any portion thereof in which to correctrevenue-producing service at any time, modify, or improve the Product to cause it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; provided, however, that if the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel this Agreement and request the removal of the Product failing to meet the acceptance criteria, in addition to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any failure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement under this provisionof such Equipment.

Acceptance Testing. 9.01 Grantor shall test the Grantee Fibers and the Grantee Conduit in accordance with the procedures and standards specified in Exhibit "J" ("Acceptance Testing"). Acceptance Testing shall progress span by span along each Segment as cable splicing progresses or, in the case of the Grantee Conduit, as set forth in Exhibit "J", so that test results may be reviewed in a timely manner. Grantor shall provide Grantee with at least 14 days' prior notice of the date and time of each Acceptance Testing and Grantee shall have the right, but not the obligation, to be present to observe the Acceptance Testing. 9.02 When Grantor reasonably determines the Grantee Fibers and the Grantee Conduit with respect to an entire Segment are installed and operating in conformity with the applicable specifications set forth in Exhibits "G", "H", and "J", and Grantor is otherwise in compliance with the other provisions of this Agreement with respect to such Segment, Grantor shall provide written notice of same to Grantee (a "Completion Notice"), together with a copy of the results of the Acceptance Testing for such Segment. Grantee shall, within fifteen (15) days of receipt of the Completion Notice, either accept or reject the Completion Notice (specifying, if rejected, the defect or failure in such Acceptance Testing and/or the items required to be remedied and/or replaced in order for such Segment to be in conformity with the applicable specifications set forth in Exhibit "J" and other provisions of this Agreement) by delivery of written notice to Grantor. In the event Grantee rejects the Completion Notice, Grantor shall promptly, and at no cost to Grantee, commence to remedy the defect or failure. Thereafter, Grantor shall again give Grantee a Completion Notice with respect to such Segment. The initial Product furnished foregoing procedure shall apply again and successively thereafter until Grantor has remedied all defects or failures. Any failure by Licensor Grantee to timely reject a Completion Notice shall be subject deemed to Acceptance Testing as follows: 6.1. At least thirty (30) days prior to installation of the Product, but no later than thirty (30) days following execution constitute acceptance for purposes of this Agreement, Lilly shall provide Licensor with its plan to conduct Acceptance Testing. Licensor shall then install the Software on one server at Lilly's headquarters and in Indianapolis. Following delivery and installation of the Product, Licensor shall certify in writing to Lilly that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: (i) the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the Product; and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure. 6.2. If the Product successfully meets these Acceptance Tests, Lilly shall so notify Licensor in writing within five (5) business days of completion of the Acceptance Tests and the Product event Grantee shall be deemed to be accepted. In such case, have delivered a notice of acceptance on the Acceptance Date shall be the date that the software satisfactorily completes all thirtieth day after delivery of the tests specified aboveCompletion Notice. Eli Lilly and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet any or all of the specified Acceptance Tests, Lilly shall notify Licensor of such failure in writing within ten (10) business days of The successful completion of the Acceptance Tests and Licensor shall have thirty (30) calendar days in which to correct, modify, or improve the Product to cause it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; provided, however, that if the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel this Agreement and request the removal of the Product failing to meet the acceptance criteria, in addition to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any failure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor and the occurrence of an Acceptance Date, with respect to the Grantee Fibers and the Grantee Conduit in accordance with this Article 9 shall have not relieve Grantor of its obligation to repair defects in the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement under this provisionGrantor System in accordance with Section 12.02.

Acceptance Testing. The initial Product furnished by Licensor (1) Each Deliverable (other than a Document Deliverable) shall be subject to tested in accordance with the relevant Acceptance Testing Criteria. As soon as follows: 6.1. At least thirty (30) days prior to installation of the Product, but no later than thirty (30) days following execution of this Agreement, Lilly shall provide Licensor with its plan to conduct Acceptance Testing. Licensor shall then install the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation of the Product, Licensor shall certify in writing to Lilly that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days reasonably practicable after receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: (i) the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the Product; and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure. 6.2. If the Product successfully meets these Acceptance Tests, Lilly shall so notify Licensor in writing within five (5) business days of completion of the applicable testing, Marconi shall issue an Acceptance Tests Certificate in respect of the particular Deliverable if in the reasonable SCHEDULE 7 - PROJECT TERMS opinion of Marconi the Acceptance Criteria are satisfied in respect of the Deliverable. Issue of the Acceptance Certificate shall not affect Marconi's rights under this Agreement or otherwise, except that Marconi shall not be entitled to reject a Deliverable to the extent that the Acceptance Criteria have been passed, or an Acceptance Certificate issued, in respect of that Deliverable. (2) If the Acceptance Criteria are not so satisfied, Marconi shall notify the Supplier, specifying any perceived deficiencies; provided that, if (a) Marconi does not notify the Supplier within a reasonable time and in any event within [***]Business Days (or such other period that is agreed in writing between the Product Parties) after completion of the acceptance testing that they are not satisfied; or (b) Marconi puts the relevant Deliverable into productive use other than for testing or diagnostic purposes; the Acceptance Criteria applicable to that Deliverable shall be deemed to have been met (provided that where Marconi only puts part of a relevant Deliverable into productive use, only that part of the Deliverable shall be accepted. In deemed to have been accepted pursuant to this provision). (3) The Supplier shall be given a reasonable opportunity following receipt of a notice given under Paragraph 6.2(2) to cure the defects and the Deliverable shall be re-tested in accordance with the Acceptance Criteria. (4) If by the date set forth in the relevant Schedule of Work for the completion of acceptance testing or after re-testing pursuant to Paragraph 6.2(3) (or such caseother date as has been agreed in writing between the Parties), the Acceptance Date Criteria in respect of the Deliverable have not materially been met (other than as a result of any of the circumstances specified in Clause 3.1(2) of this Agreement), then Marconi may (without affecting its other rights) by notice in writing to the Supplier: (a) extend the period for completion to a reasonable date specified in the notice, in which case the Supplier shall seek to cure the outstanding defects and the Deliverable shall be re-tested in accordance with this Paragraph 6. At the date that the software satisfactorily completes all of the tests specified above. Eli Lilly and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet any or all of the specified Acceptance Tests, Lilly shall notify Licensor end of such failure in writing within ten (10) business days of completion of the Acceptance Tests and Licensor shall have thirty (30) calendar days in which to correct, modify, or improve the Product to cause it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; provided, however, that if the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel this Agreement and request the removal of the Product failing to meet the acceptance criteria, in addition to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any failure within the thirty (30) day acceptance period, the Product this Paragraph 6.2(4) shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement under this provision.SCHEDULE 7 - PROJECT TERMS

Acceptance Testing. The initial Product furnished When Vendor notifies ▇▇▇▇▇▇ that a Service, Deliverable or Milestone (if the Statement of Work provides for Milestones) has been completed as provided under a Statement of Work, ▇▇▇▇▇▇ shall test or evaluate the Services, Deliverables and/or Milestones to determine whether they comply in all material respects with the Acceptance Criteria. Upon completion of ▇▇▇▇▇▇’▇ review and testing, ▇▇▇▇▇▇ shall notify Vendor whether it has accepted the applicable Services, Milestones and/or Deliverables (“Accept” or “Acceptance”), or whether it has identified discrepancies with the Acceptance Criteria (“Reject” or “Rejection”). If ▇▇▇▇▇▇ does not perform acceptance testing or provide a written Rejection following acceptance testing notice to Vendor within [*] business days (or such other time as may be agreed upon by Licensor shall be subject to Acceptance Testing as follows: 6.1. At least thirty (30the Parties in writing) days prior to installation of the Product, but no later than thirty (30) days following execution of this Agreement, Lilly shall provide Licensor with its plan to conduct Acceptance Testing. Licensor shall then install the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation of the Product, Licensor shall certify in writing to Lilly that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after ▇▇▇▇▇▇’▇ receipt of such certificationService, operate Deliverable or Milestone, ▇▇▇▇▇▇ may not later Reject such item under this Section and any fees associated with Acceptance shall become due. Vendor shall implement the Product Services under the Statement of Work if either ▇▇▇▇▇▇ has not Rejected the Services, Milestones and/or Deliverables or if ▇▇▇▇▇▇ chooses not to determine perform acceptance testing within [*] business days of original Vendor notification to ▇▇▇▇▇▇. If ▇▇▇▇▇▇ Rejects the Services, Milestones and/or Deliverables, ▇▇▇▇▇▇ shall provide a written list of items that must be corrected. On receipt of ▇▇▇▇▇▇’▇ notice, Vendor shall promptly commence, at no additional charge to ▇▇▇▇▇▇, all reasonable efforts to complete, as quickly as possible, such necessary corrections, repairs and modifications to the Services, Milestones and/or Deliverables as will permit them to be ready for retesting, but in Lilly's no event shall such corrective measures exceed [*] days (or such other time as the Parties may agree upon in writing) from receipt of ▇▇▇▇▇▇’▇ notice. The testing and evaluation process shall resume, as set forth above, with ▇▇▇▇▇▇ having an additional [*] business day testing period. If ▇▇▇▇▇▇ Accepts the Services, Milestones and/or Deliverables, it shall issue a written “Acceptance Notice”. The date of such Acceptance Notice shall be deemed the “Acceptance Date.” If ▇▇▇▇▇▇ determines that the Services, Milestones and/or Deliverables, as revised, still do not comply in all material respects with the Acceptance Criteria after one attempt by Vendor at correction, ▇▇▇▇▇▇ may either (a) afford Vendor the opportunity to repeat the correction and modification process as set forth above at no additional cost or charge to ▇▇▇▇▇▇, or (b) depending on the nature and extent of the failure in ▇▇▇▇▇▇’▇ sole estimationjudgment, whether: terminate the relevant Statement(s) of Work or this Agreement in accordance with Section 24 (Termination) as a non-curable default with respect to (i) the Product meets Statement(s) of Work relating to the SpecificationsService(s), performs the functionsMilestone(s) and/or Deliverables(s) that is (are) not performing or conforming as required herein, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the Product; and (ii) this entire Agreement if the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure. 6.2. If failure materially affects the Product successfully meets these Acceptance Tests, Lilly shall so notify Licensor in writing within five (5) business days of completion function or desirability of the Acceptance Tests and the Product shall be deemed Services, Milestones and/or Deliverables to be accepted. In such case, the Acceptance Date shall be the date that the software satisfactorily completes all of the tests specified above. Eli Lilly and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3▇ as a whole. If the Product fails to meet any or all of the specified Acceptance Tests, Lilly shall notify Licensor of such failure in writing within ten (10) business days of completion of the Acceptance Tests and Licensor shall have thirty (30) calendar days in which to correct, modify, or improve the Product to cause it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process The foregoing procedure shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; provided, however, that if Service and/or Deliverables pass the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel this Agreement and request the removal of the Product failing to meet the acceptance criteria, in addition to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any failure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modifyapplicable Specifications, or improve the Product ▇▇▇▇▇▇ elects to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel terminate the Agreement under this provisionand/or Statement(s) of Work as provided above.

Acceptance Testing. The initial Product furnished by Licensor 4.1 All Licensed Software shall be subject tested in accordance with the terms of this Clause 4 to determine whether it is fully operate, meets all applicable specifications and will function in accordance with the Documentation when properly installed and used for its intended purpose on the Licensee’s Systems (the “Acceptance Testing as followsTests”). 4.2 Upon the delivery of the Licensed Software, the Licensee shall conduct all Acceptance Tests to determine whether, and the extent to which: 6.1. At least thirty (30a) days prior the Licensed Software conforms to installation of the Product, but no later than thirty (30) days following execution requirements of this Agreement, Lilly shall provide Licensor with its plan to conduct Acceptance Testing. Licensor shall then install including the Software on one server at Lilly's headquarters in Indianapolis. Following delivery full operability, integration, interoperability and installation compatibility of the ProductLicensed Software with the components and functions of the Licensee’s Systems in accordance with the Documentation; and (b) the Documentation effectively supports the Licensed Software, Licensor shall certify in writing is complete and free of any deficiencies. 4.3 All Acceptance Tests shall: (a) begin with a commercially reasonable time following delivery of the Licensed Software; and (b) be conducted by the Licensee for up to Lilly that one-hundred and eighty (180) days from the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after date of the Licensee’s receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: Licensed Software (i) the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the Product; and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure“Testing Period”). 6.2. If the Product successfully meets these Acceptance Tests, Lilly shall so notify Licensor in writing within five (5) business days of completion of 4.4 The Licensee may suspend the Acceptance Tests and the Product shall be deemed corresponding Test Period by written notice to be acceptedthe Licensor if the Licensee discovers a Nonconformity in the tested Licensed Software or part or feature thereof. In such caseevent, the Acceptance Date Licensor shall be the date that the software satisfactorily completes all of the tests specified above. Eli Lilly immediately, and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet in any or all of the specified Acceptance Tests, Lilly shall notify Licensor of such failure in writing case within ten (10) business days of completion of Business Days, correct such Nonconformity, whereupon the Acceptance Tests and Licensor Testing Period shall have thirty resume for the balance of the Testing Period. 4.5 Within ten (3010) calendar days Business Days following the completion of any Acceptance Tests, the Licensee shall prepare and provide to the other party written notice of the completion of the tests. Such notice shall include a report describing in which to correctreasonable detail the tests conducted and the results thereof, modifyincluding any uncorrected Nonconformity in the tested Licensed Software (a “Nonconformance Notice”). If such notice identifies any Nonconformities, or improve the Product to cause it to meet each parties’ rights, remedies and obligations will be as set forth in Clauses 4.6 and 4.7. If such notice provided by the Licensee identifies no Nonconformities, such notice shall constitute the Licensee’s Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the tested Licensed Software. 4.6 If the Acceptance Tests specified above. This process identify any Nonconformities, the Licensor, at the Licensor’s sole cost and expense, shall be repeated as may be necessary until remedy all such Nonconformities and redeliver the Product is deemed to be accepted hereunder; providedLicensed Software, however, that if in accordance with the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel applicable requirements of this Agreement and request the removal Documentation as promptly as commercially possible and, in any case, within ten (10) days following its receipt of the Product failing Licensee’s Nonconformance Notice. 4.7 If Acceptance Tests identify any Nonconformity in any Licensed Software after a second or subsequent delivery thereof, or the Licensor fails to meet redeliver any Licensed Software on a timely basis, the acceptance criteriaLicensee may, in addition its sole discretion, by written notice to the remedies available Licensor: (a) continue the process set forth in Section 6.5. If Lilly fails this Clause 4; or (b) accept the nonconforming Licensed Software, in which case the Consideration shall be reduced equitably to notify reflect the value of the Licensed Software as received relative to the value of the Licensed Software had it conformed to the requirements and specifications of this Agreement and the Documentation; or (c) deem the failure to be a non-curable material breach of this Agreement and terminate this Agreement pursuant to Clause 11.3. 4.8 Acceptance of the Licensed Software (“Acceptance”) shall occur, if at all, on the date that is the earlier of: (a) the Licensee’s delivery of a notice accepting such Licensed Software pursuant to Clause 4.5; or (b) ten (10) Business Days after the expiration of the Testing Period if the Licensee has not notified the Licensor of any failure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, one or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement under this provisionmore Nonconformities prior thereto.

Acceptance Testing. The initial Product furnished by Licensor Prior to delivery of the Deliverables to ------------------ AOL, TiVo will perform its standard qualification testing. Specifically, TiVo's standard qualification testing shall be subject include without limitation (A) efforts to diagnose any failure of the Deliverable to comply with the Specifications and the Acceptance Testing as follows: 6.1. At least thirty (30) days Criteria prior to installation and during any testing; and (B) correction of any such failure diagnosed by TiVo or reported to TiVo in writing. Within [*]days of receipt, AOL will test the ProductDeliverables (including, but no later than thirty (30) days following execution of this Agreementwithout limitation, Lilly shall provide Licensor all Documentation therefor), in accordance with its plan standard diagnostic practices, to conduct determine whether or not it substantially complies with the Acceptance TestingCriteria. Licensor shall then install the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation of the Product, Licensor shall certify in writing to Lilly that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly AOL shall, within thirty (30) calendar such [*]day period, provide TiVo with written Acceptance of the Deliverable or a statement identifying any failure of the Deliverable to comply with the Acceptance Criteria in sufficient detail for TiVo to recreate such non-compliance. In the event AOL identifies such a failure and rejects the Deliverable, TiVo shall have [*]days from TiVo's receipt of notice of such rejection to repair the failure and resubmit the units of the repaired Deliverable for testing. AOL shall then have [*]days after receipt of such certification, operate the Product resubmitted Deliverable to determine in Lilly's sole estimationwhether such version passes Acceptance testing. The Parties may repeat the aforementioned process, whether: (i) the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the Product; and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure. 6.2. If the Product successfully meets these Acceptance Tests, Lilly shall so notify Licensor in writing within five (5) business days of completion of the Acceptance Tests and the Product shall be deemed to be accepted. In such case, the Acceptance Date shall be the date that the software satisfactorily completes all of the tests specified above. Eli Lilly and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet any or all of the specified Acceptance Tests, Lilly shall notify Licensor of such failure in writing within ten (10) business days of completion of the Acceptance Tests and Licensor shall have thirty (30) calendar days in which to correct, modify, or improve the Product to cause it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; provided, however, that if [*]to deliver a Deliverable that has been accepted by AOL in accordance with this Section by the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that date specified for "AOLTV Application Manufacturing Release as a Third Party Application", in the Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel this Agreement and request the removal case of the Product failing to meet AOLTV Application, the acceptance criteriadate specified for "Mercury Application Manufacturing Release as a Third Party Application", in addition the case of the Mercury Application, or by the date specified for "Full prototype demo; [*]", in the case of[*]in the Milestone Schedule, as mutually adjusted pursuant to Section 3.4 (or Sections 3.1(c) or 3.2(b), as applicable) shall [*]of this Agreement. Each such date shall be [*] --------------------- [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any failure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement under this provisionomitted portions.

Acceptance Testing. The initial All Deliverables and Work Product furnished shall be provided to the Board by Licensor Vendor in conformance with all requirements, specifications, acceptance criteria, and time schedules set forth or referenced in this Agreement or in the applicable Statement of Work. Vendor and the Board shall at all times utilize complete and thorough acceptance testing procedures, and appropriate acceptance criteria, all of which shall be subject to review and approval by the Board, and no such activities shall be deemed completed until all applicable acceptance criteria, whether set forth in this Agreement or in any Statement of Work executed hereunder, or otherwise mutually agreed upon by the Parties in writing, have been successfully met. In addition, the Board shall have the right to review, test, and either accept or reject, in accordance with the provisions of this ARTICLE 13, any Deliverable (or any particular or separable product, output or result of the Services, including the System or any portion or component thereof, and all Work Product) provided by Vendor to the Board, upon receiving written notification from Vendor that such Deliverable is ready for review and testing by the Board. For the avoidance of doubt, any references to the Board’s “Acceptance” of any particular item in this Agreement or in any Schedules, Exhibits, or Statements of Work incorporated herein, without further qualification or clarification, shall be deemed to refer, as applicable, to either: (a) the Board’s “Pre-live Acceptance” of Software Components, in accordance with Section 13.1; (b) the Board’s “Post-live Acceptance“ of Software Components, in accordance with Section 13.2; or (c) the Board’s “Acceptance” of Deliverables that do not constitute Software Components, in accordance with Section 13.3. 13.1 Pre-Live Acceptance Testing as follows: 6.1. At least thirty (30) days prior to Upon the Board’s receipt of written notification that Vendor has completed the installation of any Deliverable or group of Deliverables that constitute computer software (each such Deliverable or group, a “Software Component“) and that such Software Component is ready for testing and that Vendor requests the Productcommencement of testing, but no later than thirty the Board shall begin testing such Software Components in a test environment using the applicable test procedures and standards set forth or referenced in this Agreement and the applicable Statement of Work, or such other procedures and standards mutually agreed upon by the Parties in writing (30) days following execution of collectively, the “Acceptance Test Procedures“), to determine whether each such Software Component performs in accordance with the applicable specifications and acceptance criteria for such Software Component set forth or referenced in this Agreement, Lilly or in the applicable Statement of Work, and as warranted in ARTICLE 8 hereof (collectively, the “Acceptance Criteria“). After the Board has completed such testing for a Software Component and has operated such Software Component for the period of time set forth in the applicable Statement of Work (the “Pre-live Testing Period“) in accordance with the Acceptance Criteria, the Board shall provide Licensor with its plan to conduct Acceptance Testing. Licensor shall then install the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation of the Product, Licensor shall certify notify Vendor in writing to Lilly that the Product is ready for Board has issued its “Pre-live Acceptance“ of such Software Component. If the Board reasonably determines that such Software Component does not perform in accordance with the Acceptance Testing. With Licensor's assistanceCriteria, Lilly shallthe Board shall deliver to Vendor, within thirty seven (307) calendar days after receipt the end of the Pre-live Testing Period, a written report describing the deficiencies in reasonable detail. Vendor shall correct any such certification, operate deficiencies within seven (7) calendar days after receiving any such report and shall notify the Product to determine Board in Lilly's sole estimation, whether: (i) writing when such corrections are completed. The Board may then re-test the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or Software Component for an additional Pre-live Testing Period as set forth in Licensor's Specifications for the Product; applicable Statement of Work, at the end of which period the determination, notification, and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure. 6.2correction process described above in this 13.1 shall be repeated. If the Product successfully meets these Acceptance Tests, Lilly shall so Board fails to either notify Licensor Vendor in writing within five (5) business days of completion of the Board’s Pre-live Acceptance Tests and of such Software Component, or to deliver such a written report of deficiencies to Vendor, within the Product seven (7) calendar day period provided above in which the Board is to respond, then the Board shall be deemed to be accepted. In have issued its Pre-live Acceptance of such caseSoftware Component upon the expiration of such seven (7) calendar day period, except that no issuance, or deemed issuance, of the Board’s Pre-live Acceptance Date of any Software Component shall be deemed to waive any right or remedy of the date that Board under this Agreement, at law, or in equity. 13.2 Post-Live Acceptance Once the software satisfactorily completes Board has issued its Pre-live Acceptance of all of the tests specified above. Eli Lilly and Company Software License Agreement - DecemberComponents that constitute the System, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet any or all Board shall begin using such portions of the specified System in a live, operational environment (each respective date that such use commences, the “Go Live Date“). Once the Board has used such portions of the System in such live, operational environment using the Board’s production data for a sufficient time to test all functions of such portions of the System (including, but not limited to, testing with regard to integration of such portions of the System with all applicable other software and systems of the Board), a period of time set forth in the applicable Statement of Work after the Go Live Date (“Live Testing“), and has reasonably determined that: (i) there have been no material errors, (ii) such portions of the System perform in accordance with the Acceptance TestsCriteria, Lilly and (iii) all training Services required hereunder, and other Services required by this Agreement to have been completed by such time or occurrence, have been completed, then the Board shall notify Licensor Vendor in writing that the Board has issued its “Post-live Acceptance“ of such failure in writing within ten (10) business days of completion portions of the Acceptance Tests and Licensor System. In no event shall have thirty any other action or inaction by the Board (30) calendar days in which to correctincluding, modifybut not limited to, the Board’s use of the System, or improve any portion thereof, in such a live, operational environment) constitute issuance by the Product to cause it to meet each such Board of its Post-live Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the System or any portion thereof. Notwithstanding anything to the contrary elsewhere in the Agreement, in no event shall the Board’s issuance of its Post-live Acceptance Tests specified above. This process shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; provided, however, that if the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel this Agreement and request the removal of the Product failing to meet the acceptance criteria, in addition System or any portion thereof be deemed a waiver of any right or remedy available to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any failure within the thirty (30) day acceptance periodBoard under this Agreement, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modifyat law, or improve in equity with regard to any defect in any Software Component or Deliverable not discovered by the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within oneBoard during Pre-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance live Testing or Live Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement under this provision.

Acceptance Testing. (a) The initial Product furnished Owner shall provide reasonable notice to the Lessee of the Acceptance Tests, and the Lessee shall procure that its duly authorised representatives attend any Acceptance Tests, in each case in accordance with the Acceptance Test Protocol. (b) If the FLNG Facility has passed all of the Acceptance Tests, then the Owner shall promptly give notice (together with any necessary supporting information) to the Lessee. Subject to Clause 7.13(c) (Acceptance Testing) and unless otherwise specified in the Acceptance Test Protocol, within five (5) Days after the Lessee receives notice from the Owner that the FLNG Facility has passed all of the Acceptance Tests, the Lessee shall execute and deliver to the Owner a Certificate of Acceptance. (c) If, despite having received notice from the Owner that the FLNG Facility has passed all of the Acceptance Tests, the Lessee considers, acting reasonably, that the FLNG Facility has not passed the Acceptance Tests: (i) the Lessee shall provide written notice to the Owner promptly (and in any event within five (5) Days after the date of receipt of notice from the Owner that the FLNG Facility has passed all of the Acceptance Tests, or such other period as may be agreed by Licensor the Parties, acting reasonably) as to the reasons why the Lessee considers that the FLNG Facility has not passed the Acceptance Tests; and (ii) duly authorised representatives of the Owner and the Lessee shall meet promptly (and in any event within a further five (5) Days, or such longer period as may be agreed by the Parties acting reasonably), of such notice being received by the Owner under Clause 7.13(c)(i) (Acceptance Testing) to discuss. (d) Provided that the Owner has given the Lessee notice of the Acceptance Tests in accordance with the Acceptance Test Protocol, failure without good reason of the Lessee's authorised representative to attend any Acceptance Tests in accordance with the Acceptance Test Protocol shall not of itself be grounds for the Lessee to consider that the FLNG Facility has not passed the Acceptance Tests. (e) Subject to Clause 7.13(f) (Acceptance Testing), if the FLNG Facility has not passed the Acceptance Tests prior to the end of the Scheduled Commissioning Period: (i) Daily LDs shall be subject payable by the Owner to the Lessee (as calculated in accordance with Clause 7.15 (Daily LDs)) until such time as the FLNG Facility has passed all of the Acceptance Testing Tests or a Certificate of Acceptance has been delivered by the Lessee in accordance with Clause 7.13(f) (Acceptance Testing), provided that the Owner shall not be liable to pay Daily LDs for any Day of delay in passing the Acceptance Tests caused by an FM Event or due to any reason to the extent caused by or attributable to the Lessee Group or any member of any Other Contractor Group; and (ii) if and to the extent the delay in passing the Acceptance Tests was due to any reason caused by or attributable to the Owner Group (other than as followsa result of an FM Event), any Incentive Payment (if any) received by the Owner pursuant to Clause 7.9(e) (Target Connection Date) shall be reimbursed to the Lessee on a day-for-day basis as a once off reimbursement, in which case the Lessee shall invoice the Owner (as a once off payment) and the Owner shall pay to the Lessee a sum equal to the day-for-day Incentive Payment to be reimbursed, in accordance with Clause 14 (Invoicing). (f) If the FLNG Facility has not passed the Acceptance Tests prior to the end of the Scheduled Commissioning Period, the Lessee may, in its sole discretion, give notice to the Owner that it proposes to accept the FLNG Facility prior to the date that the FLNG Facility has passed all of the Acceptance Tests, in which case: 6.1. At least thirty (30i) days prior the Lessee may execute and deliver the Certificate of Acceptance; or (ii) the Lessee may request the Owner and the Operator to installation meet and discuss in good faith the amendment of this Agreement to account for any failure of the ProductFLNG Facility to pass the Acceptance Tests, but no later and the Lessee may execute and deliver a Certificate of Acceptance once such amendments have been agreed, provided that the Owner shall have the right (from time to time during the Lease Period) upon giving not less than thirty (30) days following execution of this AgreementDays' notice to the Lessee, Lilly shall provide Licensor with its plan to conduct Acceptance Testing. Licensor shall then install the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation of the Product, Licensor shall certify in writing to Lilly demonstrate that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: (i) the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the Product; and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure. 6.2. If the Product successfully meets these Acceptance Tests, Lilly shall so notify Licensor in writing within five (5) business days of completion of the Acceptance Tests and the Product shall be deemed to be accepted. In such case, the Acceptance Date shall be the date that the software satisfactorily completes all of the tests specified above. Eli Lilly and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet any or all of the specified Acceptance Tests, Lilly shall notify Licensor of such failure in writing within ten (10) business days of completion of the Acceptance Tests and Licensor shall have thirty (30) calendar days in which to correct, modify, or improve the Product to cause it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct FLNG Facility has passed all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until that were not passed prior to the Product is deemed Commercial Operations Date, in which case the Parties will agree the extent to be accepted hereunder; provided, however, that if which the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly original terms and conditions of this Agreement should apply on and from the date that the Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel this Agreement and request the removal FLNG Facility has passed all of the Product failing Acceptance Tests, taking into account the amendments that had been previously agreed because of the failure of the FLNG Facility to meet the acceptance criteria, in addition to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any failure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, or improve the Product to cause it to meet pass the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement under this provisionTests.

Acceptance Testing. The initial Product furnished 11.1 This section applies to Fixed-fee assignments. Superior will notify Empower when an assignment is complete. Empower will then have a number of days, specified in the SSA, to perform acceptance testing and either accept the assignment as complete or describe in good faith to Superior the reasons for rejection. In the event the assignment fails acceptance testing as defined in the SSA, Superior shall thereafter have a number of days, specified in the SSA, within which to modify, correct or replace the assignment. Superior shall then resubmit the assignment to Empower for further acceptance testing (for a number of days specified in the SSA). Assignments will be deemed to have passed the acceptance test if, (a) Empower signs off on the SSA assignment as accepted, or (b) by Licensor shall be subject to Acceptance Testing as follows: 6.1. At least thirty (30) days prior to installation the end of the Productacceptance period Empower has not met its testing obligations, but no later than thirty or (30c) days following execution of this Agreementif Empower, Lilly shall provide Licensor with its plan to conduct Acceptance Testing. Licensor shall then install at any time, places the Software on one server at Lilly's headquarters in Indianapolis. assignment function into production. 11.2 Following delivery written notification by Superior that an assignment is complete and installation of the Product, Licensor shall certify in writing to Lilly that the Product is ready for Acceptance Testing. With Licensor's assistanceacceptance testing, Lilly Empower shall, within thirty (30) calendar days after receipt of such certificationthe schedule provided in the SSA, operate the Product to determine in Lilly's sole estimation, whether: (i) the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or fully complete all acceptance tests set forth in Licensor's Specifications for the Product; and SSA. Upon completion of acceptance testing, Empower shall notify Superior, in writing, that (ii1) the Product is capable assignment has passed acceptance testing, or (2) identify all areas in which Empower claims the assignment has failed acceptance testing. Further, as to each testing step or criterion identified in each SSA, Empower shall state that (1) the assignment has passed, or (2) it has failed, or (3) it could not be tested due to the failure of running on a repetitive basis on a variety dependent component, in instances where Empower has notified Superior of Lilly's actual datafailures in acceptance testing, without failure. 6.2. If the Product successfully meets these Acceptance Tests, Lilly shall so notify Licensor in writing within five (5) business days of completion of the Acceptance Tests and the Product shall be deemed to be accepted. In such case, the Acceptance Date shall be the date Superior agrees that the software satisfactorily completes all of the tests specified above. Eli Lilly and Company Software License Agreement - Decemberassignment has failed acceptance testing, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet any or all of the specified Acceptance Tests, Lilly Superior shall notify Licensor of such failure in writing within ten (10) business days of completion of the Acceptance Tests and Licensor shall have thirty (30) calendar days in which to correct, modify, or improve the Product to cause it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; provided, however, that if the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel this Agreement and request the removal of the Product failing to meet the acceptance criteria, in addition to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any failure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises use its best efforts to correct, modify, or improve remedy all deficiencies identified by Empower and shall continue to do so until the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for assignment passes Acceptance Testing. in instances where Empower has notified Superior of failures in acceptance testing, Licensor shall have the option to cancel this Agreement if Lilly but Superior does not accept agree that acceptance tests have been failed, then Superior shall not be obligated to continue working on the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement under this provisionassignment.

Acceptance Testing. The initial Product furnished 4A.1 Following delivery by Licensor shall the Supplier of access to the Services and/or any integration(s) to be provided under the terms of this agreement, the Customer may, subject to Acceptance Testing as follows: 6.1. At least thirty (30) days prior to installation of the Product, but no later than thirty (30) days following execution terms of this Agreementclause 4A, Lilly shall provide Licensor with its plan subject such access and/or integration(s) to Acceptance Tests. 4A.2 In the event that the Customer elects to conduct Acceptance Testing. Licensor shall then install Tests in accordance with clause 4A.1: a) The Customer shall: - Provide the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation Supplier with prompt written notification of the Product, Licensor shall certify in writing its intention to Lilly that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: (i) the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the Product; and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure. 6.2. If the Product successfully meets these conduct Acceptance Tests, Lilly shall so notify Licensor in writing within five (5) business days of completion together with indicative details on the nature of the Acceptance Tests it intends to conduct; - Take reasonable steps to conduct and conclude any Acceptance Tests within the Product applicable Acceptance Testing Period and without placing an undue burden on the resources or operations of the Supplier; and - Provide the Supplier with prompt written notification of the conclusion and outcome of Acceptance Tests conducted, including, where applicable, such details and information as the Supplier may reasonably require for the purposes of re-configuration and/or re- testing in the event that an Acceptance Test is deemed by the Customer to have failed. b) The Supplier shall be provide such assistance as is reasonably required by the Customer for the purposes of conducting the Acceptance Tests. 4A.3 In the event that an Acceptance Test is deemed by the Customer to be accepted. In such casehave failed, the Customer may, by written notice to the Supplier: a) Require the Supplier, at no cost to the Customer, to reconfigure the relevant access and/or integration(s) to pass repeat Acceptance Date shall be the date that the software satisfactorily completes all of the tests specified above. Eli Lilly and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet any or all of the specified Acceptance Tests, Lilly shall notify Licensor of such failure in writing Tests within ten (10) business days of completion Business Days of the previous Acceptance Test failure whereupon the provisions of this clause 4A shall apply to the repeat Acceptance Tests; or b) Consider the relevant access and/or integration(s) (or such part(s) thereof as the Customer determines) to have passed the relevant Acceptance Tests, thereby allowing such Acceptance Tests and Licensor shall have thirty to be considered completed. 4A.4 If the relevant access and/or integration(s) reconfigured pursuant to clause 4A.3(a) fails to pass repeat Acceptance Tests, the Customer may, by written notice to the Supplier, either: a) Require the Supplier, at no cost to the Customer, to reconfigure the relevant access and/or integration(s) to pass repeat Acceptance Tests within ten (3010) calendar days in which to correct, modify, or improve the Product to cause it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all Business Days of the previous Acceptance Tests specified above. This process Test failure whereupon the provisions of this clause 4A shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; provided, however, that if the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel this Agreement and request the removal of the Product failing to meet the acceptance criteria, in addition apply to the repeat Acceptance Tests; b) Reject the relevant access and/or integration(s), whereupon the Supplier shall promptly refund to the Customer all fees paid to the Supplier in relation to the relevant access and/or integration(s); or c) Terminate this agreement under clause 14.2(b) for material breach by the Supplier which is incapable of remedy, whereupon the Supplier shall promptly refund to the Customer all fees paid to the Supplier in relation to the relevant access and/or integration(s) 4A.5 The Supplier acknowledges that: a) Acceptance of any access and/or integration(s) by the Customer in accordance with this clause 4A is without prejudice to any other rights or remedies available in Section 6.5. If Lilly fails to notify Licensor of any failure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement Customer under this provisionagreement; and b) A failure by the Customer to identify a defect in any access and/or integration(s) shall not relieve the Supplier of its obligation to provide such access and/or integration(s) in accordance with the requirements of this agreement.

Acceptance Testing. The initial Product furnished (a) LESSOR shall notify the appropriate MCI field coordination contact by Licensor shall be subject to Acceptance Testing as follows: 6.1. At least thirty facsimile, electronic mail or telephone (30at the numbers specified on the applicable Service Order) days prior to installation of the Product, but no later than thirty (30) days following execution of this Agreement, Lilly shall provide Licensor with its plan to conduct Acceptance Testing. Licensor shall then install the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation of the Product, Licensor shall certify in writing to Lilly that the Product Service is ready for testing, the place where the test/retest will take place and the date and time of testing or retesting of the Service, which date and time shall be not less than two business days after notification. LESSOR shall perform such testing pursuant to the Technical Specifications which are attached hereto as Exhibit B. Any testing or retesting and --------- acceptance thereunder shall require completion of a Service Acceptance TestingForm in the form attached hereto as Exhibit A-I and ----------- shall be performed in accordance with this Article 4, paragraph (a). With Licensor's assistanceLESSOR shall deliver a completed copy of the Service Acceptance Form and a copy of all test results to the MCI field representative present at the testing or, Lilly shallif the MCI field representative is not present, LESSOR shall deliver same by overnight delivery service, facsimile or electronic mail to the MCI field coordination contact identified in the Service Order. (b) If the testing results meet the Technical Specifications and the circuit conforms with the Service Order, the MCI field representative shall verify Service acceptance by signing the applicable Service Acceptance Form. In the event an MCI representative was not present at the testing, MCI shall execute the Service Acceptance Form and provide a copy to LESSOR within thirty ten (3010) calendar days after receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: (i) completed form and test results. If MCI believes that the Product meets test results do not meet the Technical Specifications, performs the functions, and does not exceed MCI field representative present at the facilities usage or run time limits and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the Product; and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure. 6.2. If the Product successfully meets these Acceptance Tests, Lilly testing shall so notify Licensor LESSOR's representatives, or if no MCI representative is present, MCI shall so notify LESSOR within ten (10) days after receipt of the completed form and test results, in either event specifying the inadequacy in the test results. Notwithstanding anything to the contrary contained herein, if MCI does not verify Service acceptance in writing within five (5by executing a Service Acceptance Form and providing a copy to LESSOR) business days or notify LESSOR of completion its rejection of the test results within said ten (10) day period, MCI shall be deemed to have rejected the test results and billing shall not commence. In such event, LESSOR shall notify MCI in writing that no Service Acceptance Tests Form or other notice was received and shall request that MCI notify LESSOR as to the reasons for MCI's rejection of the test results. if no such notification is received by LESSOR within ten (10) days after receipt by MCI of LESSOR's notice, MCI's approval, completion and delivery of the Service Acceptance Form shall be deemed to have occurred, and the Product Commencement Date indicated in such Service Acceptance Form for purposes of Article 2, paragraph (b) hereof shall be deemed to be accepted. In such case, the Acceptance Date date which is ten (10) days after receipt by MCI of LESSOR's notice. (c) Service shall be available and billing shall commence on the date Commencement Date, except as delayed pursuant to Article 2, paragraph (c) above. LESSOR shall attach a copy of the fully- executed Service Acceptance Form to the first invoice for each applicable Service Order. LESSOR shall also provide a copy of the fully-executed Service Acceptance Form (by facsimile) to the MCI representative placing the order for Service as indicated on each Service Order. (d) if LESSOR's test results fail to meet the applicable Technical Specification or if MCI notifies LESSOR, in accordance with Article 4, paragraph (b) above, that the software satisfactorily completes test results fail to meet the applicable Technical Specification, LESSOR shall exercise reasonable diligence to cure all Service defects within a maximum of ten (10) days ("ACCEPTANCE CURE PERIOD"). If, after two (2) Service acceptance retests, LESSOR's Service does not meet the tests specified above. Eli Lilly and Company Software License Agreement - Decemberapplicable Technical Specification, 2000 Edi▇▇▇n ▇.▇ 6.3MCI may either: (1) cancel the respective Service Order without any further liability to LESSOR under the Service Order; or (2) accept an amended Technical Specification. If the Product fails MCI elects to meet any or all of the specified Acceptance Testscancel such Service Order, Lilly MCI shall notify Licensor provide written notice to LESSOR of such failure in writing intent to cancel and shall remove any traffic or test signal within ten (10) business days of completion of after the applicable Acceptance Tests and Licensor shall have thirty (30) calendar days in which Cure Period. if MCI elects to correctaccept the amended Technical Specification, modify, or improve the Product to cause it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process Technical Specification for that particular Service shall be repeated as may be necessary until amended to reflect the Product is deemed to be accepted hereunder; providedactual test results for such Service. (e) If MCI does not place traffic or a test signal on the System at the time of Service acceptance, however, that if the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly LESSOR shall have the right and option right, after notifying MCI, to cancel this Agreement and request install on the removal System any device necessary to prevent framing errors, false alarming, or other transmission impairments resulting from the absence of MCI's traffic. Placement of such a device shall not in any way affect or delay billing as stated in each Service Order. All MCI circuit interconnect, turn-up and/or traffic commencement after the Product failing Commencement Date must be reported to meet the acceptance criteria, in addition LESSOR at least one (1) business day prior to the remedies available loading of traffic onto the System. MCI acknowledges that failure to report and arrange for late turn-up prior to traffic loading will result in Section 6.5. If Lilly fails to notify Licensor a lack of any failure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement under this provisioncircuit continuity.

Acceptance Testing. The initial Product furnished CSG will make available all Ascendon Software, Ascendon Documentation made available as a Deliverable and other Deliverables (each, a “Candidate Deliverable”) for review and/or acceptance testing by Licensor shall be subject Customer (the date such Candidate Deliverable is received by or made available to Acceptance Testing Customer is referred to herein as followsthe “Delivery Date”). (a) Unless otherwise set forth in a Statement of Work: 6.1. At least thirty (30) days prior to installation of the Product, but no later than thirty (30) days following execution of this Agreement, Lilly shall provide Licensor with its plan to conduct Acceptance Testing. Licensor shall then install the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation of the Product, Licensor shall certify in writing to Lilly that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: (i) Customer will have (x) [******* **** ******** **** with respect to a Candidate Deliverable that is in written or document form (e.g., an approach document) and (y) ***** **** ****] with respect to all Candidate Deliverables that are in non-written form (the Product meets “Review Period”), in each case after the Specificationsapplicable Delivery Date (the last day of the applicable Review Period being referred to herein as the “Test Date”), performs within which to test the functionsCandidate Deliverable, in order to determine if the same (a) operates in accordance with the applicable Ascendon Documentation and does not exceed the facilities usage specifications described in the applicable Ascendon Service Order and SOW; (b) is substantially free from material programming errors, bugs and defects in manufacturing and workmanship (i.e., those that give rise to Critical or run time limits and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the ProductHigh Incidents); and (c) otherwise conforms to the applicable representations and warranties of CSG contained or referred to in the applicable Ascendon Service Order and the Agreement (collectively, the “Acceptance Criteria”). (ii) On or before the Product is capable Test Date, Customer may provide CSG with written notice (email acceptable) that it either accepts (a “Notice of running on Acceptance”) or rejects (a repetitive basis on a variety “Statement of Lilly's actual data, without failure. 6.2Errors”) the delivery of the Candidate Deliverable. If Customer provides CSG a Notice of Acceptance, the Product successfully meets these Candidate Deliverable(s) and/or Technical Services the subject of such Notice of Acceptance Tests, Lilly shall so notify Licensor in writing within five (5) business days of completion of the Acceptance Tests and the Product shall be deemed Accepted as of the date CSG receives such Notice of Acceptance. If Customer fails to provide CSG a Notice of Acceptance or a Statement of Errors during the Review Period, Customer will be deemed to have Accepted the applicable Candidate Deliverable(s) and related Technical Services as of the Test Date. (iii) If Customer provides CSG a Statement of Errors, such notice must include (x) a reasonably detailed written description of all Exceptions identified by Customer during its review and/or acceptance testing, including but not limited to the test case, scenarios impacted, screen captures and relevant data to reproduce the problem, default or failure, reasonably required in order to facilitate CSG’s understanding of such Exceptions, (y) CSG will correct and redeliver the Candidate Deliverable subject to the Notice of Rejection promptly but in any event within [******* **** ******** ****] of the date CSG received such Notice of Rejection or such other date mutually agreed by the Parties in writing (email acceptable), and (z) Customer will re-review and/or test the Candidate Deliverable in accordance with the applicable Acceptance Criteria and Review Period. CSG and Customer shall follow the foregoing procedures until the Candidate Deliverable is accepted (“Accepted” or “Acceptance”); provided, that if CSG is not able to comply with the Acceptance Criteria applicable to a given Candidate Deliverable within [***** ***] attempts (a “Non-Conforming Deliverable”), Customer may by providing CSG written notice (email acceptable) within [****** **** ****] of the last Test Date applicable to such Non-Conforming Deliverable request to remove such Non-Conforming Deliverable from the applicable SOW and/or Ascendon Service Order and CSG shall, as applicable, [****** *** **** ********** **** ** *** *** *** ******* *** ******* ***** ** **** **** *********] to the Non-Conforming Deliverable. Notwithstanding the foregoing, if the Non-Conforming Deliverable is [******** ** *** ******** ******** ******** ***/** ******** **** ******** ******** *** ** ** ********* under the applicable Ascendon Service Order, then Customer *** ********* *** ********** ******** ******* ***** *** ************ ** **** ** ********* *** ******* ****** ** ************ **** *********** ** ** ******** ****** ****** **** **** ** *** **** **** **** ********** ** **** ********] Non-Conforming Deliverable. (iv) If Customer [********** ** ******** ******* ***** *** ********** ************ ** **** ***** ******* **********, CSG ***** ****** Customer the following ****]: (1) [** *** ************** *********** ** ******** ***** ** *** ******* ******* **** ***** *** ******** ******* ****** *** ***** ****** ******** *** **** ********** **** ** ******** ** *** ***** *** ******** ******* ***** *** ******** ************ ** ****]; and (2) [** *** ************** *********** ** ******** ***** *** ******* ******* **** ***** *** ******** ******* ****** *** ***** ****** ******** *** *** ******* **** ** ******** ** *** ***** *** ********** ************ ** **** *** *** **** ******* ** *** **** **** ** ******** ********** ** *** ***** **** ********* *** ********* **** ** ***********]. Customer acknowledges that this Section 3.4(v) sets forth ********** **** *** ********* ******* *** ***** ********* ********** *** ********** *********** ** ** ******** ******* ***** *** ******* ************ ** **** pursuant to this Section 3.4. (v) Except with respect to tests permitted by CSG to be accepted. In conducted in the Production Environment under Section 3.4(c), if Customer utilizes a Candidate Deliverable in the Production Environment, such case, the Acceptance Date Candidate Deliverable shall be deemed Accepted as of the date that on which such Candidate Deliverable is utilized in such Production Environment. (vi) Notwithstanding the software satisfactorily completes prior Acceptance (or deemed Acceptance) of Technical Services and any Candidate Deliverables hereunder, all of warranties made by CSG under the tests specified above. Eli Lilly Agreement and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails CSG’s obligation to meet any or all of the specified Acceptance Tests, Lilly provide Ascendon Support Services shall notify Licensor of survive such failure in writing within ten (10) business days of completion of the Acceptance Tests and Licensor shall have thirty (30) calendar days in which to correct, modify, or improve the Product to cause it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Product is deemed to be accepted hereunderAcceptance; provided, however, that if any Customer requested change or variance to a Candidate Deliverable after its Acceptance shall be deemed a request by Customer for CSG to provide Technical Services pursuant to an additional SOW or Ascendon Additional Services, as applicable. For the Product is avoidance of doubt, Customer’s tender or request for warranty services under Section 7.2 shall not accepted hereunder within onebe deemed a Customer requested change or variance to a Candidate Deliverable. (b) If Customer provides CSG a Statement of Errors that includes a new Exception that could have been reasonably discovered by Customer in a previously submitted version of a Candidate Deliverable but was not cited in any preceding Statement of Errors relative to such Candidate Deliverable (a “Pre-hundred eighty (180) days after Licensor's initial written certification Existing Exception”), then CSG shall not be deemed to Lilly that have violated any representation or warranty contained in the Product is ready Agreement relative to such Pre-Existing Exception. Nothing in this section shall be deemed to limit CSG’s obligation under this Section 3.4 or Section 7.1 of this Exhibit to remedy an Exception and Customer shall not be liable for Acceptance Testing. Lilly shall have the right and option to cancel this Agreement and request the removal any breach of the Product failing to meet the acceptance criteria, in addition to the remedies available in Section 6.5. If Lilly fails to notify Licensor Agreement as a result of any failure within by Customer, acting in good faith, to notify CSG of an Exception reasonably discoverable in the thirty Review Period. (30a) day acceptance period, the Product shall be deemed accepted. Provided Customer acknowledges that Licensor exercises it may conduct its best efforts to correct, modify, or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement tests under this provisionSection 3.4 (i) in a Performance Testing Environment ordered and configured in accordance with Section 5.2 and (ii) in the Sandbox Environment and Production Environment only with CSG’s prior written consent, which consent is in CSG’s sole discretion.

Acceptance Testing. The initial Product furnished by Licensor shall be subject to Acceptance Testing as follows: 6.1. At least thirty GVI will test and evaluate the Technology (30the “Alpha Test”) days prior to installation promptly after the delivery of the ProductDevelopment (as defined in the Option Agreement) to GVI (the “Delivery Date”). After finishing the Alpha Test, but GVI may, at its option and upon notice to Omeon, conduct additional tests (the “Beta Test”), for purposes of determining whether the Development conforms to the Specifications (collectively, the Alpha Test and Beta Test to be referred as the “Acceptance Tests”). The total period for the Acceptance Tests shall last no later than thirty more that seventy five (3075) days following execution of this Agreement, Lilly shall provide Licensor with its plan to conduct days. In the event that such Acceptance Testing. Licensor shall then install the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation Tests reveal any nonconformity of the Product, Licensor shall certify in writing Development with respect to Lilly that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: (i) the Product meets the Specifications, performs the functionsGVI will promptly notify PNVR, and does not exceed PNVR will immediately thereafter undertake to modify the facilities usage or run time limits Technology to correct any such nonconformity with respect to the Specifications, and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the Product; and (ii) the Product is capable of running on will provide GVI with a repetitive basis on a variety of Lilly's actual data, without failure. 6.2. If the Product successfully meets these Acceptance Tests, Lilly shall so notify Licensor in writing within five (5) business days of completion of the Acceptance Tests and the Product shall be deemed to be accepted. In such case, the Acceptance Date shall be the date that the software satisfactorily completes all of the tests specified above. Eli Lilly and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet any or all of the specified Acceptance Tests, Lilly shall notify Licensor of such failure in writing corrective action plan within ten (10) business days of completion receipt of GVI’s notice of nonconformity. The corrective action plan shall identify a reasonable time period (the “Corrective Period”) for PNVR to complete the corrective measures and deliver the corrected Technology to GVI. PNVR will deliver and/or install any such corrected Technology, or configure or otherwise modify any applicable component of any such Technology, as applicable, and will further deliver to GVI any applicable modifications to any source code, documentation, technical reference and/or user manuals, in accordance with the delivery procedures, methods or other requirements otherwise applicable to the initial delivery set forth in Section 6. In the event PNVR fails to correct any nonconformity of the Acceptance Tests and Licensor shall have thirty (30) calendar days in which PacketNVR Software with respect to correctthe Specifications within the Correction Period, modify, or improve the Product to cause it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; provided, however, that if the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly shall GVI will have the right to refuse to purchase the PacketNVR Software, pursuant to this Agreement. If and option when such Acceptance Tests establish, in GVI’s reasonable determination, that the Technology conforms to cancel the Specifications, GVI will so notify PNVR, and the date upon which GVI so notifies PNVR will be considered the “Acceptance” date hereunder. The Parties agree, for the purposes of this Agreement Section 7, to act in good faith at all times and request to exercise reasonable commercial efforts to notify the removal other Party promptly in the case of any non-conformance, the implementation of any modification or corrective measure and/or Acceptance or non-Acceptance of the Product failing to meet the acceptance criteria, in addition to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any failure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement under this provisionPNVR Software.

Acceptance Testing. The initial Product furnished by Licensor shall following provisions apply with respect to the acceptance of any Products (other than Products constituting spare parts, prototypes or proof of principle equipment, in respect of which no acceptance test will be subject to Acceptance Testing required, except as follows:otherwise set out in the Proposal, and/or as otherwise mutually agreed upon between the parties in writing): 6.1. At least thirty (30a) days prior to installation of the Product, but no later than thirty Within [*] (30[*]) days following execution completion of design review for the Products, Seller and Customer shall agree in writing upon an acceptance test plan (“Test Plan”) setting out the criteria to be met, and the testing process to be employed, during the FAT (as defined below) and the SAT (as defined * Confidential treatment has been requested for portions of this Agreementexhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. below). Unless otherwise set out in the Proposal or mutually agreed between the parties in writing, Lilly the Test Plan will be conducted over a time period reasonable in the circumstances. (b) A factory acceptance test (“FAT”) shall provide Licensor with its plan be performed at Seller’s facility or such facilities of Seller’s subcontractors as may be agreed upon in writing by the parties and shall commence within [*] ([*]) business days following notice from Seller to conduct Acceptance Testing. Licensor shall then install the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation Customer confirming completion of the ProductProducts, Licensor shall certify or at such other time as may be agreed upon in writing by the parties. Such testing shall be carried out together by Customer and Seller in accordance with the Test Plan. The FAT shall be deemed successful when [*] the results of the testing are in compliance with the Test Plan’s criteria, at which point the Products are authorized for shipment to Lilly that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: (i) the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the Product; and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failureInstallation Site. 6.2. If (c) A Customer site acceptance test (“SAT”) shall be performed at the Product successfully meets these Acceptance Tests, Lilly shall so notify Licensor in writing Installation Site within five [*] (5[*]) business days of the completion of installation of the Acceptance Tests Products at the Installation Site. Such testing shall be carried out together by Customer and Seller in accordance with the Product Test Plan. The SAT shall be deemed successful when [*] the results of the testing are in compliance with the Test Plan’s criteria, at which point the Products have achieved final acceptance by the Customer. (d) Seller shall carry out such remedial work as is necessary to achieve a successful FAT and SAT [*], provided that any additional changes requested by Customer beyond those set forth in the Specifications may require additional charges which shall be accepteddetermined by mutual agreement by both parties and reflected in a change order executed by the parties in accordance with Section 8 (Changes). In such caseOnce remedial work is complete, the Acceptance Date shall Products will be the date that the software satisfactorily completes all of the tests specified above. Eli Lilly and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet any or all of the specified Acceptance Tests, Lilly shall notify Licensor of such failure in writing within ten (10) business days of completion of the Acceptance Tests and Licensor shall have thirty (30) calendar days in which to correct, modify, or improve the Product to cause it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This tested and this process shall be repeated as may be necessary continue until a successful FAT and SAT is achieved in accordance with this Section 10. (e) In the Product is deemed event Seller and Customer are unable to be accepted hereunder; provided, however, that if the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel this Agreement and request the removal of the Product failing to meet the acceptance criteria, in addition to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any failure agree upon a Test Plan within the thirty time period provided for in sub-section (30a) day acceptance periodabove, the Product parties shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, or improve immediately escalate the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder issue within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement under this provisiontheir organizations.

Acceptance Testing. The initial Product furnished by Licensor following provisions apply with respect to the acceptance of any Products (other than Products constituting Spare Parts, prototypes or proof of principle equipment, in respect of which no acceptance test will be required, except as otherwise set out in the SOW, and/or as otherwise mutually agreed upon between the Parties in writing): 12.1 [***] Seller shall be subject prepare and shall submit to Acceptance Testing as follows: 6.1. At least thirty the Customer for review and approval the acceptance test plan (30“Test Plan”) days prior to installation of for the Product, but setting out the criteria to be met, and the testing process to be employed, during the FAT and the SAT. Should Customer be interested in adding additional testing process, then this request will be evaluated by the Seller and if agreed, the Seller shall charge the additional cost to the Customer. Unless otherwise set out in the SOW or mutually agreed between the Parties in writing, the Test Plan will be conducted over a time period reasonable in the circumstances, in no later than thirty event to exceed a maximum of 4 hours for one (301) days following execution production days. 12.2 A FAT shall be performed at Seller’s facility or such facilities of this Agreement, Lilly Seller’s subcontractors as may be agreed upon in writing by the Parties and shall provide Licensor commence at such time as may be agreed upon in writing by the Parties. Such testing shall be carried out by Seller in accordance with its plan to conduct Acceptance Testingthe Test Plan. Licensor The FAT shall then install be deemed successful when the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation results of the Producttesting are in compliance with the Test Plan’s criteria, Licensor at which point the Products or as applicable, retrofits, are authorized for shipment to the Installation Site. Products will not be shipped to the Installation Site until after the successful completion of FAT. 12.3 A SAT shall certify be performed at the Installation Site at the Installation Site, at the time agreed in writing by the Parties. Such testing shall be carried out by Seller in accordance with the Test Plan. The SAT shall be deemed successful when the results of the testing are in compliance with the Test Plan’s criteria, at which point the Products or retrofits have achieved final acceptance by the Customer. 12.4 Seller shall carry out such remedial work as is necessary to Lilly achieve a successful FAT and SAT [***], provided that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: (i) the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided any changes requested by Lilly to Licensor or Customer beyond those set forth in Licensor's the Specifications may require additional charges which shall be determined by mutual agreement by both Parties and reflected in a change order executed by the Parties in accordance with Article 11 (Changes). Once remedial work is complete, the Products will be re-tested and this process shall continue until a successful FAT and SAT is achieved. In the event that Seller determines that remedial work will not achieve a successful FAT and/or SAT, the Parties shall work together in good faith to revise the Specifications and Test Plan such that the Products perform at an optimal level and a successful FAT and SAT are achieved. Should the Parties be unable to agree on the revised Specifications or Test Plan, the Parties shall seek to resolve the dispute as set forth in the Article 19 (Dispute Resolution) after which, if unsuccessful, either Party may terminate this Agreement by giving the other Party [***] days written notice. In the event of such termination, Customer shall pay Seller for all Services and other work properly performed prior to the Product; termination, all reasonable costs and expenses already incurred by Seller prior to the termination, and an amount to reimburse Seller for any and all non-cancellable costs it owes or will owe in connection with commitments made by Seller to Third Parties (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual dataincluding, without failurelimitation, the actual amount of any such commitment, any cancellation fees, any lost deposits and any restocking charges). 6.212.5 In the event Seller and Customer are unable to agree upon a Test Plan within the time period provided for in Section 12.1, the Parties shall immediately escalate the issue within their organizations. If In the Product successfully meets these Acceptance Testsevent that, Lilly shall so notify Licensor in writing within five (5) business days of completion despite the escalation of the Acceptance Tests and issue to the Product shall be deemed to be accepted. In such caseParties’ respective senior management, the Acceptance Date shall be the date that the software satisfactorily completes all of the tests specified above. Eli Lilly and Company Software License Agreement - DecemberParties remain unable to agree upon a Test Plan following good faith attempts at resolution involving their respective senior management, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet any or all of the specified Acceptance Tests, Lilly shall notify Licensor of such failure in writing within ten (10) business days of completion of the Acceptance Tests and Licensor shall have thirty (30) calendar days in which to correct, modify, or improve the Product to cause it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; provided, however, that if the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly either Party shall have the right and option to cancel terminate this Agreement and request the removal of the Product failing to meet the acceptance criteria, in addition [***]. 12.6 Notwithstanding anything to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any failure within the thirty (30) day acceptance periodcontrary, the Product shall FAT and/or SAT will be deemed accepted. Provided successfully completed in the event that Licensor exercises (a) FAT and/or SAT are unreasonably delayed as a result of Excusable Delays and (b) the Customer uses in production the Product(s) also for the manufacture of its best efforts to correct, modify, or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement under this provisionfirst sellable pharmaceutical products.

Acceptance Testing. The initial Product furnished by Licensor "Phase 2" and "Phase 3" Monitors shall be subject ------------------ submitted to Acceptance Testing Buyer for acceptance testing. A representative of Seller will jointly perform acceptance testing with Buyer. If the tested Monitor does not meet the Specifications, Seller shall promptly correct and re-submit the Monitor for additional testing. When the Monitor performs in accordance with the Specifications and Buyer has acknowledged such performance in writing, such phase of Monitor shall be shipped to Buyer in lieu of the previous phase of Monitor commencing with respect to all future POs (as follows: 6.1defined below) received following Buyer's acceptance and FDA clearance of such phase of Monitor. At least If any phase of Monitor fails to meet the Specifications within thirty (30) days prior to installation of the Product, but no later than thirty (30) days following execution of this Agreement, Lilly shall provide Licensor with its plan to conduct Acceptance Testing. Licensor shall then install the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation of the Product, Licensor shall certify in writing to Lilly that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after receipt initial submission of such certificationphase to Buyer for acceptance, operate the Product to determine in Lilly's sole estimation, whether: (i) the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the Product; and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure. 6.2. If the Product successfully meets these Acceptance Tests, Lilly shall so notify Licensor in writing within five (5) business days of completion of the Acceptance Tests and the Product shall be deemed to be accepted. In such case, the Acceptance Date shall be the date that the software satisfactorily completes all of the tests specified above. Eli Lilly and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet any or all of the specified Acceptance Tests, Lilly shall notify Licensor of such failure in writing within ten (10) business days of completion of the Acceptance Tests and Licensor shall have thirty (30) calendar days in which to correct, modify, or improve the Product to cause it to meet each such Acceptance Test. Thereafter, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; provided, however, that if the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly Buyer shall have the right and option to cancel either terminate this Agreement or to utilize other suppliers of Monitors until such time as such phase of Monitor meets such Specifications, at Buyer's option, and request if the removal of the Product failing failure relates to meet the acceptance criteria"Phase 3" Monitors and Buyer elects to terminate, in addition to the remedies available in Section 6.5. If Lilly fails to notify Licensor of any failure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor Buyer shall have the option right to cancel this Agreement if Lilly does not accept require Seller to ship "Phase 2" Monitors until an adequate substitute for Seller's Monitors can be found. In the Product upon thirty event of Buyer's election to terminate, Buyer shall be obligated to purchase only those Monitors for which it has already provided Purchase Commitments (30as defined below) days notice that Licensor is exercising its option to cancel Seller, plus those "Phase 2" Monitors for which Buyer submits Purchase Commitments from the date of Buyer's election to terminate the Agreement under this provisionthrough the effective date of such termination (i.e., the date upon ---- which Buyer notifies Seller that Buyer has found an adequate substitute for Seller's Monitors).

Acceptance Testing. The initial Product furnished Upon Project Closure at Customer's first site, together with installation of all related hardware and equipment necessary to perform the testing contemplated by Licensor this Section, Customer shall be subject to Acceptance Testing as follows: 6.1. At least have thirty (30) days prior in which to installation of test whether the Product, but no later than thirty Customized Product(s) performs substantially in accordance with the Documentation as amended by the applicable Functional Business Requirement(s) (30) days following execution of this Agreement, Lilly shall provide Licensor with its plan to conduct Acceptance Testingthe "Testing Period"). Licensor shall then install the Software on one server at Lilly's headquarters in Indianapolis. Following delivery and installation of the Product, Licensor shall certify in writing to Lilly that the Product is ready for Acceptance Testing. With Licensor's assistance, Lilly shall, within thirty (30) calendar days after receipt of such certification, operate the Product to determine in Lilly's sole estimation, whether: (i) the Product meets the Specifications, performs the functions, and does not exceed the facilities usage or run time limits and standards provided by Lilly to Licensor or set forth in Licensor's Specifications for the Product; and (ii) the Product is capable of running on a repetitive basis on a variety of Lilly's actual data, without failure. 6.2. If the Product successfully meets these Acceptance Tests, Lilly shall so notify Licensor in writing within five (5) business days of completion of the Acceptance Tests and the Product shall be deemed to be accepted. In such case, the Acceptance Date shall be the date that the software satisfactorily completes all of the tests specified above. Eli Lilly and Company Software License Agreement - December, 2000 Edi▇▇▇n ▇.▇ 6.3. If the Product fails to meet any or all of the specified Acceptance Tests, Lilly shall notify Licensor of such failure in writing within Within ten (10) business days of completion after the conclusion of the Acceptance Tests Testing Period, Customer shall notify EXE in writing if the Customized Product does not perform substantially in accordance with the Documentation as amended by the applicable Functional Business Requirement(s) or Customer shall notify EXE in writing that Customer accepts the Customized Product. If Customer notifies EXE as required above and Licensor such notice specifies in reasonable detail the nature of such failure to perform, then EXE (at no additional cost to Customer if EXE is primarily responsible for such failure) shall have thirty (30) calendar days in which a reasonable opportunity to correct such defect(s). If, after EXE has had reasonable opportunity to correct, modifythe Customized Product continues not to perform substantially in accordance with the Documentation as amended by the applicable Functional Business Requirement(s), or improve then the Customer may: (a) if such failure to perform is Non-Critical, as defined in the applicable Functional Business Requirement(s), and EXE is primarily responsible for such failure to perform, reject that portion of the Customized Product applicable to such Function Business Requirement(s)and receive a refund equal to (i) the fees paid by Customer for the applicable Functional Business Requirement(s); or (b) if such failure to perform is Critical, as defined in the applicable Functional Business Requirements(s), and EXE is primarily responsible for such failure to perform, reject the Customized Product and receive a refund equal to all fees paid by Customer to EXE under this Exhibit. Upon acceptance by Customer of the Customized Product, EXE shall deliver a copy of the Source Code (as defined in the License Agreement) to the Customized Product to cause it to meet each such Acceptance Test. ThereafterCustomer, Lilly shall have fifteen (15) additional calendar days in which to re-conduct all of the Acceptance Tests specified above. This process shall be repeated as may be necessary until the Product is deemed to be accepted hereunder; provided, however, that if the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing. Lilly shall have the right and option to cancel this Agreement and request the removal of the Product failing to meet the acceptance criteria, in addition subject to the remedies available in Section 6.5. If Lilly fails provisions of Exhibit E-Source Code License Addendum to notify Licensor of any failure within the thirty (30) day acceptance period, the Product shall be deemed accepted. Provided that Licensor exercises its best efforts to correct, modify, or improve the Product to cause it to meet the Acceptance Test and the Product is not accepted hereunder within one-hundred eighty (180) days after Licensor's initial written certification to Lilly that the Product is ready for Acceptance Testing, Licensor shall have the option to cancel this Agreement if Lilly does not accept the Product upon thirty (30) days notice that Licensor is exercising its option to cancel the Agreement under this provisionLicense Agreement.