Common use of Development Terms Clause in Contracts

Development Terms. a. Biosense shall deliver the Software Script that complies according to the specifications and schedule set forth in Appendix A (“Development Work”) in Object Code. Biosense shall deliver to EPMD the Software Script in Object Code in electronic format, and all related documentation necessary to embed it in the EPMD Module, along with any necessary enabling mechanisms (such as key-stroke instructions to enable the Interface to operate in accordance with the specifications in Appendix A) which shall be subject to the license set forth in Section 3(a) below. Biosense shall use its commercially reasonable efforts to deliver the Software Script in Object Code, Programming Interface Manual and such enabling mechanisms in substantial accordance with the schedule set forth in Appendix A. The Development Work is NOT a work for hire and all right, title and interest in the Development Work shall belong to Biosense. b. EPMD shall be responsible for the development of the WorkMate System and related software, EPMD Module, and the Interface Kit, including all costs of development, to enable the interfacing of the WorkMate System with the CARTO™ XP System in accordance with the Specifications set forth in Appendix A. c. Biosense warrants that it will perform the Development Work in a professional and workmanlike manner and that the Software Script when delivered will reasonably conform to the specifications of Appendix A. Biosense shall be responsible for developing the Biosense Module, Software Script and the CARTO™ XP System and related software, including all costs of development, to enable the interfacing of the WorkMate System with the CARTO™ XP System. BIOSENSE DISCLAIMS ANY AND ALL OTHER WARRANTIES, IMPLIED OR EXPRESS, WITH RESPECT TO THIS DEVELOPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL BIOSENSE’S LIABILITY INCLUDE ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF BIOSENSE HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE. d. EPMD shall maintain the specifications of their respective components of the Interface Kit in accordance with Appendix A, and continue to make such functioning Interface Kit components commercially available, for all future versions of the WorkMate System and the CARTO™ XP System while this Agreement is valid. EPMD shall maintain the specifications of the port in its WorkMate System to which the Interface Hardware connects. Biosense shall maintain the specifications of the port in its CARTO™ XP System to which the Interface Hardware connects e. EPMD and Biosense shall not be obligated to implement the Interface for products prior to the Current System Version 3.1.8 - 5 - and the CARTO™ XP version 7.0. During the term of this agreement, all versions of CARTO™ XP that are designed and developed by Biosense will be compatible and maintain the interface capabilities, and all versions of WorkMate Systems that are designed and developed by EPMD will be compatible and maintain the interface capabilities. f. EPMD and Biosense shall provide to each other, free of charge, two WorkMate Systems and CARTO™ XP Systems, respectively, with appropriate cabling and simulators exclusively for development with respect to the Interface, demonstration, trade shows and training purposes. EPMD and Biosense each agree not to use the Systems of the other provided pursuant to this provision for any other purpose. g. Each Party will be responsible for providing the latest software for their respective systems throughout the term of the definitive agreement.

Development Terms. a. Biosense shall deliver the Software Script that complies according to the specifications and schedule set forth in Appendix A (“Development Work”) in Object Code. Biosense shall deliver to EPMD the Software Script in Object Code in electronic format, and all related documentation necessary to embed it in the EPMD Module, along with any necessary enabling mechanisms (such as key-stroke instructions to enable the Interface to operate in accordance with the specifications in Appendix A) which shall be subject to the license set forth in Section 3(a) below. Biosense shall use its commercially reasonable efforts to deliver the Software Script in Object Code, Programming Interface Manual and such enabling mechanisms in substantial accordance with the schedule set forth in Appendix A. The Development Work is NOT a work for hire and all right, title and interest in the Development Work shall belong to Biosense. b. EPMD shall be responsible for the development of the WorkMate System and related software, EPMD Module, and the Interface Kit, including all costs of development, to enable the interfacing of the WorkMate System with the CARTO™ XP System in accordance with the Specifications set forth in Appendix A. c. Biosense warrants that it will perform the Development Work in a professional and workmanlike manner and that the Software Script when delivered will reasonably conform to the specifications of Appendix A. Biosense shall be responsible for developing the Biosense Module, Software Script and the CARTO™ XP System and related software, including all costs of development, to enable the interfacing of the WorkMate System with the CARTO™ XP System. BIOSENSE DISCLAIMS ANY AND ALL OTHER WARRANTIES, IMPLIED OR EXPRESS, WITH RESPECT TO THIS DEVELOPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL BIOSENSE’S LIABILITY INCLUDE ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF BIOSENSE HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE. d. EPMD shall maintain the specifications of their respective components of the Interface Kit in accordance with Appendix A, and continue to make such functioning Interface Kit components commercially available, for all future versions of the WorkMate System and the CARTO™ XP System while this Agreement is valid. EPMD shall maintain the specifications of the port in its WorkMate System to which the Interface Hardware connects. Biosense shall maintain the specifications of the port in its CARTO™ XP System to which the Interface Hardware connects e. EPMD and Biosense shall not be obligated to implement the Interface for products prior to the Current System Version 3.1.8 - 5 - and the CARTO™ XP version 7.0. During the term of this agreement, all versions of CARTO™ XP that are designed and developed by Biosense will be compatible and maintain the interface capabilities, and all versions of WorkMate Systems that are designed and developed by EPMD will be compatible and maintain the interface capabilities. f. EPMD and Biosense shall provide to each other, free of charge, two WorkMate Systems and CARTO™ XP Systems, respectively, with appropriate cabling and simulators exclusively for development with respect to the Interface, demonstration, trade shows and training purposes. EPMD and Biosense each agree not to use the Systems of the other provided pursuant to this provision for any other purpose. g. Each Party will be responsible for providing the latest software for their respective systems throughout the term of the definitive agreement.