Common use of Product Changes Clause in Contracts

Product Changes. The Product(s) delivered hereunder shall incorporate the latest improvements implemented by PRESSTEK, subject to XEROX' prior written agreement. In requesting such approval, PRESSTEK shall inform XEROX, in writing, of the date of the proposed incorporation of such changes into the Product(s) and description of changes affecting the: (i) Form (external appearance of finished Product(s) or piece parts, or external dimensions, dimension tolerances or shape); (ii) Fit (provisions for mounting; changes to mounting holes, holes for mounting shipping restraints, or holes or fittings for mounting accessory or optional features; changes in the dimension or shape of internal spaces available for customer use; changes affecting the interchangeability of parts, electrical or other power and environmental requirements); (iii) Function (changes in the Specification, Product(s) performance, or any changes affecting Product(s) reliability); and/or (iv) Compatibility of the Product(s) (changes to or which affect Product(s) operation or Product(s) Spares, internal logic or timing which might affect application of the Product(s), part number or configuration dash number of parts which can be replaced in the field, ---------- /*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. the interchangeability of Spares, service documentation which might affect a customer's application for the Product(s)). XEROX shall respond within thirty (30) days to each engineering change order received from PRESSTEK requesting Product(s) changes indicating its acceptance or rejection of such change.

Product Changes. 5.1 AltiGen shall have the right to announce new Products to which the terms and conditions of this Agreement do not apply. The Product(s) delivered hereunder parties agree that additional Products may be added to the Agreement by execution of an appendix to this Agreement setting forth any special terms, conditions, modifications or deletions necessary for the additional Products and mutually agreed to by the parties. AltiGen agrees to notify Fiserv about new Products prior to announcing them to the general public. AltiGen will give prompt written notice to Fiserv of any new Products. 5.2 Subject to Fiserv paying all undisputed amounts for the services described in the Software Assurance Program in accordance with the terms of this Agreement. AltiGen shall incorporate provide to Fiserv and all End Users all services described in the latest improvements implemented by PRESSTEKSoftware Assurance Program, subject to XEROX' prior written agreement. In requesting such approval, PRESSTEK shall inform XEROX, in writing, of including the date of the proposed incorporation of such changes into the Product(s) and description of changes affecting the: following: (i) Form AltiGen shall notify Fiserv of Upgrades (external appearance defined as a newly released version of finished Product(sthe Product) or piece parts, or external dimensions, dimension tolerances or shape); and Updates (as defined below) relating to the Products; (ii) Fit AltiGen shall provide to Fiserv copies of each released modification, bug fix, and update to the Products (provisions for mounting; but excluding Upgrades) (“Updates”) and Upgrade before or at the same time as provided to other resellers generally, and assist Fiserv in the detection and correction of defects in the Products. Such Updates shall include any necessary changes to mounting holes, holes for mounting shipping restraints, or holes or fittings for mounting accessory or optional featurescomply with US laws and regulations applicable to the Products; changes in the dimension or shape of internal spaces available for customer use; changes affecting the interchangeability of parts, electrical or other power and environmental requirements); (iii) Function (changes in the Specification, Product(s) performance, AltiGen agrees that any such Upgrades or Updates shall not minimize any changes affecting Product(s) reliability)Product functionality; and/or (iv) Compatibility AltiGen agrees to provide Fiserv with written or other applicable Documentation that it may develop in its sole discretion concerning any Upgrades or Updates, and (v) all such Upgrades and Updates shall become part of the Product(sProducts upon delivery and shall be subject to the terms and conditions of this Agreement. AltiGen shall have the right to modify AltiGen Products and/or the Documentation thereof at any time, in its sole discretion, provided, however, that AltiGen will give prompt written notice to Fiserv of any such changes and Fiserv and its End Users will be provided with all such Updates as provided above. 5.3 Subject to Fiserv paying all undisputed amounts for the services described in the Software Assurance Program in accordance with the terms of this Agreement, AltiGen shall provide the sales support described in Exhibit B hereto to Fiserv and/or Business Partners (but not its End Users) (changes to or which affect Product(s) operation or Product(s) Sparesduring the term of this Agreement. AltiGen may provide End Users with support and maintenance under a separate agreement on a fee basis. For the avoidance of doubt, internal logic or timing which might affect application such support shall include the current and one prior version of each Product. AltiGen shall provide Fiserv with the most recent version of its software portion of the Product(s), part number or configuration dash number Products for Fiserv’s support of parts which can be replaced in the field, ---------- /*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. the interchangeability of Spares, service documentation which might affect a customer's application for the Product(s)). XEROX shall respond within thirty (30) days to each engineering change order received from PRESSTEK requesting Product(s) changes indicating its acceptance or rejection of such changeEnd-Users.

Product Changes. The Product(sPrior to the shipment of a Product, Seller may at any time make changes in a Product furnished pursuant to this Agreement, or modify the drawings and published specifications relating thereto, or substitute Products of later design to fill an order, provided the changes, modifications, or substitutions under normal and proper use do not impact upon the Form, Fit, or Function of an ordered Product as identified in Seller's specifications. Seller shall notify Customer, usually at least one (1) delivered hereunder shall incorporate year, before Seller discontinues accepting orders for an item of Seller's Manufactured Product sold u this Agreement. Where Seller offers a product for sale that is equivalent in Form, Fit, and Function, the latest improvements implemented by PRESSTEK, subject to XEROX' prior written agreementnotification period may vary. In requesting such approval, PRESSTEK shall inform XEROXSeller further agrees that, in writingissuing Licensed Material Updates and Licensed Material Generic Releases of Network Wireless System Licensed Materials, Seller shall assure that any changes and modifications to existing features and functionalities effected thereby shall not result in a Material Service Impact. Seller agrees to maintain a standard, supported, generic version of the Licensed Materials necessary for or integral to operation of Products furnished by Seller pursuant to this Agreement for a period of not less than seven (7) years from the effective date of this Agreement. If Seller ceases to maintain a standard, supported, generic version of any such Licensed Materials furnished by Seller pursuant to this Agreement, and such maintenance is not available from another entity, then Seller shall furnish Customer, under a suitable confidentiality agreement, to the proposed incorporation extent that it is authorized to do so, the then existing Licensed Materials Source Code, Licensed Materials development programs, and associated documentation for such standard version to the extent necessary for Customer to maintain and enhance for its own Use the standard version of that Licensed Material for which it has the right to Use. Seller agrees that it shall use all reasonable efforts to qualify as Seller's Manufactured Product any Vendor Items orderable under this Agreement, the unavailability of which would result in a Material Service Impact. If such changes into the Product(s) efforts are successful, such item shall thereafter be treated as Seller Manufactured Product for purposes of Section 2.7 "CONTINUING PRODUCT/SUPPORT- PARTS AND SERVICES." If such item cannot be so qualified, Seller agrees that it will use all reasonable efforts to establish or locate a secondary source for such item, to identify an item of equivalent Form, Fit, and description of changes affecting the: (i) Form (external appearance of finished Product(s) or piece partsFunction, or external dimensionsto take other steps, dimension tolerances or shape); (ii) Fit (provisions for mounting; changes so as to mounting holes, holes for mounting shipping restraints, or holes or fittings for mounting accessory or optional features; changes minimize the circumstances in which Seller shall not be able to provide the dimension or shape notice of internal spaces available for customer use; changes affecting discontinuance and the interchangeability continuing supply of parts, electrical or other power Repair Parts and environmental requirements); (iii) Function (changes in the Specification, Product(s) performance, or any changes affecting Product(s) reliability); and/or (iv) Compatibility of the Product(s) (changes to or which affect Product(s) operation or Product(s) Spares, internal logic or timing which might affect application of the Product(s), part number or configuration dash number of parts which can be replaced in the field, ---------- /*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED repair Services as contemplated by Section 2.7 "CONTINUING PRODUCT/SUPPORT-PARTS AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. the interchangeability of Spares, service documentation which might affect a customer's application for the Product(s)). XEROX shall respond within thirty (30) days to each engineering change order received from PRESSTEK requesting Product(s) changes indicating its acceptance or rejection of such changeSERVICES."

Product Changes. The Product(s) delivered hereunder shall incorporate AB agrees to notify Celera of a change in composition to or method of manufacture of a Product listed on Exhibit A or Exhibit B to the latest improvements implemented extent that AB determines that a change affects the form, fit or function of the Product and results in a change to the final Product Specifications (a “Material Product Change”). Such notification may be in the form of a letter from AB distributed generally to its customers. Notwithstanding the foregoing, if a Product is manufactured or supplied by PRESSTEKa Third Party, AB’s ability and agreement to provide notice of change as set forth herein above is subject to XEROX' prior AB receiving written agreement. In requesting such approval, PRESSTEK shall inform XEROX, in writing, change information from the manufacturer or supplier that notifies AB of the date of the proposed incorporation of such changes into the Product(s) and description of changes affecting the: (i) Form (external appearance of finished Product(s) or piece parts, or external dimensions, dimension tolerances or shape); (ii) Fit (provisions for mounting; changes to mounting holes, holes for mounting shipping restraints, or holes or fittings for mounting accessory or optional features; changes a change in the dimension or shape of internal spaces available Product’s Specifications. The parties may designate on Exhibit A Products for customer use; changes affecting which no Material [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the interchangeability of parts, electrical or other power Securities and environmental requirements); (iii) Function (changes in the Specification, Product(s) performance, or any changes affecting Product(s) reliability); and/or (iv) Compatibility of the Product(s) (changes to or which affect Product(s) operation or Product(s) Spares, internal logic or timing which might affect application of the Product(s), part number or configuration dash number of parts which Exchange Commission. Product Change can be replaced knowingly made without AB and Celera first discussing the effect of any such proposed change. If any Product is so designated, AB will not knowingly make a Material Product Change to the Product without first notifying Celera in the field, ---------- /*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. the interchangeability of Spares, service documentation which might affect a customer's application for the Product(s)). XEROX shall respond within thirty (30) days to each engineering change order received from PRESSTEK requesting Product(s) changes indicating its acceptance or rejection writing and discussing possible effects of such change. Celera’s sole and exclusive remedy, and AB’s sole and exclusive obligation and liability, for failure to notify Celera of any Material Product Change as required by this Agreement will be for AB to use its commercially reasonable efforts to fulfill as soon as reasonably feasible a single order for such Product, with the Specifications in effect prior to the Material Product Change, that is placed by Celera with AB within 60 days of Celera’s receiving notification of the Material Product Change. Such order will be in the amount of Product that Celera estimates it will need for the following two years in accordance with the provisions of Section 2.3, provided that AB will not be required to fulfill such an order placed by Celera if, in AB’s reasonable determination, the Material Product Change would result in health and safety concerns, and in which event AB’s sole and exclusive obligation and liability will have been satisfied.

Product Changes. The Product(s(a) delivered hereunder If, after PRODUCT has been shipped to CUSTOMER, SELLER issues changes affecting such PRODUCT and a change is identified as necessary for the PRODUCT to continue to meet SELLER's published specifications or design criteria, or is an identified correction of a deficiency as a result of a UCR (refer to Section 4, UNSATISFACTORY CONDITION SITUATIONS, above), SELLER shall incorporate provide prompt notification of required changes to CUSTOMER's standardization and/or testing organization(s) at the latest improvements address provided to SELLER for such purpose. SELLER shall, at SELLER's expense, be responsible for all costs for parts, replacement and installation for such change whether implemented by PRESSTEKSELLER or CUSTOMER for ten (10) years beyond the PRODUCT warranty period. (b) If CUSTOMER and SELLER ascertain that PRODUCT, or a part thereof, subject to XEROX' prior written agreement. In requesting such approvala change is readily returnable, PRESSTEK CUSTOMER or CUSTOMER's agent or contractor shall inform XEROXremove, in writingat SELLER's expense, of the date of the proposed incorporation of and return such PRODUCT or part to SELLER's designated repair or manufacturing facility and SELLER, at SELLER's expense, shall implement such changes into and return such changed PRODUCT or part to CUSTOMER's designated location. If removal of PRODUCT to be returned to SELLER for modification would create an out-of-service condition, SELLER shall make suitable arrangements to provide replacement PRODUCT to prevent an out-of-service condition from occurring. (c) Any PRODUCT maintained in CUSTOMER's inventory subject to such a change shall be returned to SELLER's designated repair or manufacturing facility to implement changes and shall be returned to CUSTOMER's stocking location at SELLER's expense. If such changes create an adverse impact on the Product(sPRODUCT warranty or CUSTOMER's ability to sell the PRODUCT as new, then SELLER shall accept at CUSTOMER's option, a PRODUCT exchange or return for all unchanged PRODUCT in CUSTOMER's inventory. (d) and description of changes affecting theAll change notifications provided by SELLER to CUSTOMER shall contain the following information: (i1) Form Description of change; (external appearance of finished Product(s2) or piece partsReason for change; (3) Impact on customer service (i.e., or external dimensionsoutages, dimension tolerances or shapesystem downtime); (ii4) Fit (provisions for mounting; changes to mounting holesPrice impact, holes for mounting shipping restraints, or holes or fittings for mounting accessory or optional features; changes in the dimension or shape of internal spaces available for customer use; changes affecting the interchangeability of parts, electrical or other power and environmental requirements)if known; (iii5) Function (changes in the Specification, Product(s) performance, or any changes affecting Product(s) reliability)Effective date of changes; and/orand (iv6) Compatibility Implementation schedule of the Product(schange. (e) (CUSTOMER may request SELLER to make changes to or which affect Product(s) operation or Product(s) SparesSELLER's PRODUCT. Upon receipt of a written document describing in detail the changes requested by CUSTOMER, internal logic or timing which might affect application of the Product(s), part number or configuration dash number of parts which can be replaced in the field, ---------- /*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. the interchangeability of Spares, service documentation which might affect a customer's application for the Product(s)). XEROX SELLER shall respond in writing to CUSTOMER within thirty (30) days days. If SELLER agrees to each engineering change order received from PRESSTEK requesting Product(s) undertake such modifications for CUSTOMER, the response shall quote a proposed implementation schedule and a cost for such changes indicating its acceptance or rejection of such changeto PRODUCT.

Product Changes. The Product(s) delivered hereunder If either party requires a change to any Product, such party shall incorporate notify the latest improvements implemented by PRESSTEK, subject to XEROX' prior written agreement. In requesting such approval, PRESSTEK shall inform XEROX, other party in writing, of the date of the proposed incorporation of such changes into the Product(s) writing and description of changes affecting the: (i) Form (external appearance of finished Product(s) or piece parts, or external dimensions, dimension tolerances or shape); (ii) Fit (provisions for mounting; changes to mounting holes, holes for mounting shipping restraints, or holes or fittings for mounting accessory or optional features; changes in the dimension or shape of internal spaces available for customer use; changes affecting the interchangeability of parts, electrical or other power and environmental requirements); (iii) Function (changes in the Specification, Product(s) performance, or any changes affecting Product(s) reliability); and/or (iv) Compatibility of the Product(s) (changes to or which affect Product(s) operation or Product(s) Spares, internal logic or timing which might affect application of the Product(s), part number or configuration dash number of parts which can be replaced in the field, ---------- /*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. the interchangeability of Spares, service documentation which might affect a customer's application for the Product(s)). XEROX shall respond within thirty (30) days thereafter, the parties shall meet and negotiate in good faith that Product change. Notwithstanding anything to each engineering the contrary herein, Seller may make any Product change order received from PRESSTEK requesting Product(s) changes indicating its acceptance or rejection required for safety as and when required. If the parties do not agree to a Product change as a result of such changenegotiations, the following procedures shall apply: (i) Upon ninety (90) days' prior written notice to Buyer, Seller may make changes to any Products whenever such changes are: (A) required for safety, (B) required to facilitate performance in accordance with the Product Specifications, or (C) such that they represent non-substantial substitutions and modifications not materially and adversely affecting performance in accordance with the Product Specifications; provided, however, that the Products so modified shall continue to be covered by the applicable product registration. In the event of such changes by Seller that materially affect the cost of the Product and/or that Seller reasonably believes materially and adversely to affect performance in accordance with the Product Specifications ("Material Changes"), Seller shall so state in its notice to Buyer. Buyer shall thereupon have forty-five (45) days after receipt of such notice to review such changes and to document and substantiate any objection thereto. In the event of a Material Change to which Buyer objects as aforesaid, Buyer shall have the right to terminate this Agreement with respect to such Product upon written notice to Seller within sixty (60) days after its receipt of such notice of changes from Seller unless Seller agrees, within thirty (30) days after the expiration of such sixty-day period, not to make such change or to make such change in a manner that does not materially affect the cost of the Product and/or does not materially and adversely affect performance in accordance with the Product Specifications. (ii) The cost of any change requested by Seller reasonably deemed by Seller necessary to assure the compliance of delivered Products with Product Specifications shall be borne by Seller. Any change requested by Seller reasonably deemed by Seller necessary or desirable to assure the compliance of the Products with changed safety standards or governmental regulations shall be implemented by Seller by an appropriate field change notice. If in the reasonable judgment of Seller such change is likely to result in a material increase in the cost of, or the time required for performance by Seller of, the supply of Products hereunder, or the composition of Products, such notice shall propose new prices of Products, Lead Times, Product Specifications and/or Product warranties ("Change Notice Terms"). Such new Change Notice Terms shall be determined in accordance with the same methods as such terms shall have been determined prior to such Change Notice Terms. Buyer shall have the right to object to such new Change Notice Terms by written notice to Seller within thirty (30) days after receipt of such change notice. In such event, Seller and Buyer shall negotiate in good faith with respect to such Change Notice Terms that may be appropriate in light of such change notice. (iii) Upon ninety (90) days' prior written notice to Seller, Buyer may require that Seller may make changes to any Products. In the event of such changes by Buyer that Buyer reasonably deems would materially affect the cost of the Product to Seller Lead Times or Product warranties, Buyer shall so state in its notice to Seller. Seller shall thereupon have forty-five (45) days after receipt of such notice to review such changes and to document and substantiate any objection thereto. In the event of a Material Change to which Seller objects as aforesaid, Seller shall have the right to terminate this Agreement with respect to such Product upon written notice to Buyer within sixty (60) days after its receipt of such notice of changes from Buyer unless Buyer agrees, within thirty (30) days after the expiration of such sixty-day period, not to make such change or to make such change in a manner that does not materially affect the cost of the Product to Seller. (iv) The cost of any change requested by Buyer reasonably deemed by Buyer necessary to assure the compliance of delivered Products with Product Specifications shall be borne by Seller. Any change requested by Buyer reasonably deemed by Buyer necessary or desirable to assure the compliance of the Products with changed safety standards or governmental regulations shall be implemented by Seller by an appropriate field change notice. If in the reasonable judgment of Seller such change is likely to result in a material increase in the cost of, or the time required for performance by Seller of, the supply of Products hereunder, or the composition of Products, such notice shall propose Change Notice Terms. Such new Change Notice Terms shall be determined in accordance with the same methods as such terms shall have been determined prior to such Change Notice Terms. Buyer shall have the right to object to such new Change Notice Terms by written notice to Seller within thirty (30) days after receipt of such change notice. In such event, Seller and Buyer shall negotiate in good faith with respect to such Change Notice Terms that may be appropriate in light of such change notice.

Product Changes. The Product(s) delivered hereunder shall incorporate AB agrees to notify Celera of a change in composition to or method of manufacture of a Product listed on Exhibit A or Exhibit B to the latest improvements implemented extent that AB determines that a change affects the form, fit or function of the Product and results in a change to the final Product Specifications (a “Material Product Change”). Such notification may be in the form of a letter from AB distributed generally to its customers. Notwithstanding the foregoing, if a Product is manufactured or supplied by PRESSTEKa Third Party, AB’s ability and agreement to provide notice of change as set forth herein above is subject to XEROX' prior AB receiving written agreement. In requesting such approval, PRESSTEK shall inform XEROX, in writing, change information from the manufacturer or supplier that notifies AB of the date of the proposed incorporation of such changes into the Product(s) and description of changes affecting the: (i) Form (external appearance of finished Product(s) or piece parts, or external dimensions, dimension tolerances or shape); (ii) Fit (provisions for mounting; changes to mounting holes, holes for mounting shipping restraints, or holes or fittings for mounting accessory or optional features; changes a change in the dimension or shape of internal spaces available Product’s Specifications. The parties may designate on Exhibit A Products for customer use; changes affecting the interchangeability of parts, electrical or other power and environmental requirements); (iii) Function (changes in the Specification, Product(s) performance, or any changes affecting Product(s) reliability); and/or (iv) Compatibility of the Product(s) (changes to or which affect Product(s) operation or Product(s) Spares, internal logic or timing which might affect application of the Product(s), part number or configuration dash number of parts which no Material *Confidential Treatment Requested by Celera Corporation* Product Change can be replaced knowingly made without AB and Celera first discussing the effect of any such proposed change. If any Product is so designated, AB will not knowingly make a Material Product Change to the Product without first notifying Celera in the field, ---------- /*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. the interchangeability of Spares, service documentation which might affect a customer's application for the Product(s)). XEROX shall respond within thirty (30) days to each engineering change order received from PRESSTEK requesting Product(s) changes indicating its acceptance or rejection writing and discussing possible effects of such change. Celera’s sole and exclusive remedy, and AB’s sole and exclusive obligation and liability, for failure to notify Celera of any Material Product Change as required by this Agreement will be for AB to use its commercially reasonable efforts to fulfill as soon as reasonably feasible a single order for such Product, with the Specifications in effect prior to the Material Product Change, that is placed by Celera with AB within 60 days of Celera’s receiving notification of the Material Product Change. Such order will be in the amount of Product that Celera estimates it will need for the following two years in accordance with the provisions of Section 2.3, provided that AB will not be required to fulfill such an order placed by Celera if, in AB’s reasonable determination, the Material Product Change would result in health and safety concerns, and in which event AB’s sole and exclusive obligation and liability will have been satisfied.

Product Changes. The Product(s) delivered hereunder Prior to the shipment of a Product, Seller may at any time make changes in a Product furnished pursuant to this Agreement, or modify the drawings and published specifications relating thereto, or substitute Products of later design to fill an order, provided the changes, modifications, or substitutions under normal and proper use do not impact upon the Form, Fit, or Function of an ordered Product as identified in the Specifications and do not adversely impact the ability of the Product or System as a whole to operate in accordance with those Specifications. Seller shall incorporate the latest improvements implemented by PRESSTEKnotify Customer of all changes to Products which, in Seller's determination, are required to remedy a non-conformance to Seller's applicable Specifications, to correct design defects that are of type that result in inoperative electrical or mechanical conditions or an extremely unsatisfactory operating condition, or which are recommended to enhance safety. If Seller has furnished and installed a Product which is subject to XEROX' prior written agreement. In requesting such approvala change, PRESSTEK shall inform XEROXSeller will implement such change, in writingat its expense, of if it is announced within from the date of shipment of that Product, by, at its option, either (1) modifying the proposed incorporation of Product at Customer's site; (2) modifying the Product which Customer has returned to Seller in accordance with Seller's instructions; or (3) replacing the Product requiring the change with a replacement Product for which such changes into change has already been implemented. However, if Seller has not engineered the Product(s) original Product application and, accordingly, office records are not readily available to Seller, Seller will provide the generic change information and description of changes affecting the: (i) Form (external appearance of finished Product(s) or piece parts, or external dimensions, dimension tolerances or shape); (ii) Fit (provisions associated parts for mounting; changes to mounting holes, holes for mounting shipping restraints, or holes or fittings for mounting accessory or optional features; changes Customer's use in the dimension or shape of internal spaces available for customer use; changes affecting the interchangeability of parts, electrical or other power and environmental requirements); (iii) Function (changes in the Specification, Product(s) performance, or any changes affecting Product(s) reliability); and/or (iv) Compatibility of the Product(s) (changes to or which affect Product(s) operation or Product(s) Spares, internal logic or timing which might affect application of the Product(s), part number or configuration dash number of parts which can be replaced in the field, ---------- /*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. the interchangeability of Spares, service documentation which might affect a customer's application for the Product(s)). XEROX shall respond within thirty (30) days to each engineering change order received from PRESSTEK requesting Product(s) changes indicating its acceptance or rejection of applying such change. If Seller has not installed such Product, Seller, will, at its expense, furnish the parts and documentation necessary to implement such change if it is announced within from the date of shipment of that Product. Customer may notify Seller of any problems which it considers fall within the categories described above. If Customer does not make or permit Seller to make the change as stated above within one (1) year from the date of change notification, subsequent repairs or replacements under this Paragraph and under the Paragraph entitled PRODUCT WARRANTY may, at Seller's option, be billed to Customer.

Product Changes. The Product(s(a) delivered hereunder If, after Product has been shipped to Customer, Seller issues changes affecting Product and such change is identified as necessary for the Product to continue to meet Seller's published specifications or design criteria (Mandatory Engineering Change), including an identified correction of a deficiency as a result of a UCR (refer to Section 4, UNSATISFACTORY CONDITION SITUATIONS, above), Seller shall incorporate provide prompt notification of required changes to Customer's standardization and/or testing organization(s) at the latest improvements address provided to Seller for such purpose. Seller shall, at Seller's expense, be responsible for costs for all Mandatory Engineering Changes and installation of such changes whether implemented by PRESSTEKSeller or Customer for a period of five (5) years beyond the Product warranty period, provided Product has been maintained during this period at current revision levels. (b) If Customer and Seller ascertain that Product, or a part thereof, subject to XEROX' prior written agreement. In requesting such approvala change is readily returnable, PRESSTEK Customer or Customer's agent or contractor shall inform XEROXremove, in writingat Seller's expense, of the date of the proposed incorporation of and return such Product or part to Seller's designated repair or manufacturing facility and Seller, at Seller's expense, shall implement such changes into and return such changed Product or part to Customer's designated location. If removal of Product to be returned to Seller for modification would create an out-of-service condition, Seller shall make suitable arrangements to provide replacement Product to prevent an out-of-service condition from occurring. (c) Any Product maintained in Customer's inventory subject to such a change shall be returned to Seller's designated repair or manufacturing facility to implement changes and shall be returned to Customer's stocking location at Seller's expense. If such changes create an adverse impact on the Product(sProduct warranty or Customer's ability to sell the Product as new, then Seller shall accept at Customer's option, a Product exchange or return for all unchanged Product in Customer's inventory. (d) and description of changes affecting theAll change notifications provided by Seller to Customer shall contain the following information: (i1) Form Description of change; (external appearance of finished Product(s2) or piece partsReason for change; (3) Impact on customer service (i.e., or external dimensionsoutages, dimension tolerances or shapesystem downtime); (ii4) Fit (provisions for mounting; changes to mounting holesPrice impact, holes for mounting shipping restraints, or holes or fittings for mounting accessory or optional features; changes in the dimension or shape of internal spaces available for customer use; changes affecting the interchangeability of parts, electrical or other power and environmental requirements)if known; (iii5) Function (changes in the Specification, Product(s) performance, or any changes affecting Product(s) reliability)Effective date of changes; and/orand (iv6) Compatibility Implementation schedule of change. (e) Customer may request the Product(s) (Seller to make changes to or which affect Product(s) operation or Product(s) Sparesenhance the Product. Upon Seller's receipt of a written document describing in detail the changes requested by Customer, internal logic or timing which might affect application of the Product(s), part number or configuration dash number of parts which can be replaced in the field, ---------- /*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. the interchangeability of Spares, service documentation which might affect a customer's application for the Product(s)). XEROX Seller shall respond in writing to Customer within thirty (30) days days. If Seller agrees to each engineering change order received from PRESSTEK requesting Product(s) undertake such modifications for Customer, the response shall identify a date for the proposed implementation schedule and cost for such changes indicating its acceptance or rejection of such changeto Product will be provided the Seller. Acceptance and/or further definition will require a separate mutual agreement.