Common use of Program Management Clause in Contracts

Program Management. The Parties shall create a coordination team (“Coordination Team”) to oversee the implementation of this SOW and to constitute the primary vehicle for communication, decision-making and executive management of the Statement of Work. The Coordination Team shall comprise of the Project Managers of the Parties, and any other representatives as agreed between the Parties. Each Party shall appoint: a Project Manager. The Project Managers shall conduct status meetings regularly (at least on a weekly basis) either by teleconferences or face-to-face meetings. Such status meetings shall include, among others, the exchange of technical Information, the activity under, and the performance of, this SOW, and the progress of the Services. The Coordination Team shall keep formal minutes of its meetings. Among the responsibilities of the Coordination Team are the resolution of matters concerning the performance of this SOW, such as technical problems, and progress issues. The Coordination Team shall review changes, and shall ensure they are within the framework of the of this SOW. The Coordination Team shall have full and constant visibility on the process and information, During the entire term of this SOW, Marvell’s Project Manager (or a representative on its behalf) shall be entitled to visit EZchip’s facilities in order to inspect and evaluate EZchip’s progress and to ensure that such progress is compatible with the Requirements, and with Marvell’s quality assurance; provided however, that Marvell shall provide EZchip with reasonable prior notice, and that the visit shall take place during regular business hours. 1. Marvell and EZchip will jointly develop a detailed execution plan including schedule for the major activities, milestones, reviews and deliverables submission dates, 2. Marvell and EZchip shall provide each other with Weekly Status Reports that will cover the week’s Work focus/accomplishments and issues. 3. EZchip acknowledges that time is of the essence in the performance of the development. EZchip shall notify Marvell promptly of any factor, occurrence, or event coming to its attention that may affect its ability to substantially perform the development, or that is likely to occasion any material delay in delivery of Deliverables. Such notice shall be given, without limitation, in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure. In any such event, the parties shall attempt to reach a prompt resolution which would allow to nevertheless meeting the schedule. In such an event, EZchip shall treat Marvell as a most favored customer. 4. EZchip will update Marvell with any bug or violation discovered on any of EZchip’s products that has relevance to the 98NXxxx core based on previous generation of Network Processors, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 5. Marvell will update EZchip with any bug or violation discovered in the XAUI, and PCI-E or any other cores that has relevance to the 98NXxxx device, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 6. During, and upon the completion of, the implementation of the Services, Marvell shall be entitled to conduct reviews and/or acceptance testing which ▇▇▇▇▇▇▇ ▇▇▇▇▇ necessary in order to verify whether the Development and/or Deliverables conform to all of the specifications and the Requirements. 7. EZchip hereby represents and warrants is, and will be, the sole author of all the 98NXxxx Deliverables, and that neither the Development nor the 98NXxxx Deliverables will in any way infringe any third party’s rights, including the intellectual property rights. Without limiting the foregoing, EZchip shall be responsible to ensure that Marvell receives any licenses, other than licenses of third party tools, required to enable Marvell to utilize the EZchip Deliverables under the terms of the Master Agreement.

Program Management. Each party shall appoint three senior employees, but not their CEOs, to form the Steering Group, which shall review all the developmental, logistical and technical aspects of the Development Program. In addition, major financial issues shall be discussed when they arise. To the extent possible the Steering Group should be the same as the steering group under the Pump Agreement. At least two members of the Steering Group from each side shall meet in person at least once every two months. Each party may invite additional participants from its own party to attend. Minutes of the meetings shall be prepared by Debiotech, indicating in particular the steps believed to be satisfactorily performed by the parties and the next steps to be performed. Minutes shall be reviewed and approved or rejected and amended at the next meeting of the Steering Group. Minutes of the Steering Group shall not constitute amendments of this Agreement or the Micro-Needle Specifications even if signed by representatives of the parties or the CEOs of each Party. The Parties Steering Group shall create be charged with managing the Development Program with a coordination team (“Coordination Team”view to completing development of the Debiotech Micro-Needle as rapidly as possible. In addition, the Steering Group shall insure that such development be completed in accordance with the Micro-Needle Specifications and that the manufacturing cost of the Debiotech Micro-Needle be consistent with the levels set forth in the Micro-Needle Specifications. The Steering Group shall make recommendations to either Party regarding design and engineering issues and shall ****** - Material has been omitted and filed separately with the Commission. make recommendations to Animas regarding the most appropriate supplier(s) to oversee manufacture the implementation of this SOW Debiotech Micro-Needle or any part thereof. Debiotech employees shall be primarily responsible for issues relating to design, engineering and intellectual property with regard to constitute the primary vehicle MEMS Micro-Needle. Animas employees shall be primarily responsible for communicationissues relating to design, decision-making engineering and executive management intellectual property with regard to other parts of the Statement Debiotech Micro-Needle as well as manufacturing and selection of Worksuppliers. The Coordination Team Animas shall comprise also be responsible for facilitating any incorporation of Animas’ technology, if any, in the Debiotech Micro-Needle. Either Party’s members on the Steering Group may recommend modifications to the Micro-Needle Specifications and the Development Program by submitting a written request to the other Party’s members on the Steering Group detailing the nature of the Project Managers of modification, the Parties, reason for the modification and any other representatives as agreed between the Partiesanticipated costs associated with implementing the modification. Any modification must be approved in writing by each CEO. Each Party agrees not to unreasonably withhold their approval to a modification suggested by the other Party so long as the consenting Party cannot demonstrate with written documentation that the modification (i) adversely affect the marketability and desirability of the Debiotech Micro-Needle, (ii) materially affects the cost of the development effort, or (iii) materially affects the timing of the availability on the market of the Debiotech Micro-Needle. Each Party’s members on the Steering Group shall appoint: a Project Managerkeep their respective CEOs informed as necessary. The Project Managers Steering Group shall conduct status meetings regularly (meet in person with the CEOs as a group of eight at least on a weekly basis) either by teleconferences or face-to-face meetingsonce every 4 months. Such status meetings The Steering Group shall include, among others, attempt to resolve issues without the exchange of technical Information, the activity under, and the performance of, this SOW, and the progress involvement of the Services. The Coordination Team shall keep formal minutes of its meetings. Among the responsibilities of the Coordination Team are the resolution of matters concerning the performance of this SOWCEOs; provided, such as technical problems, and progress issues. The Coordination Team shall review changes, and shall ensure they are within the framework of the of this SOW. The Coordination Team shall have full and constant visibility on the process and information, During the entire term of this SOW, Marvell’s Project Manager (or a representative on its behalf) shall be entitled to visit EZchip’s facilities in order to inspect and evaluate EZchip’s progress and to ensure that such progress is compatible with the Requirements, and with Marvell’s quality assurance; provided however, that Marvell shall provide EZchip with reasonable prior notice, and that the visit shall take place during regular business hours. 1. Marvell and EZchip will jointly develop a detailed execution plan including schedule for the major activities, milestones, reviews and deliverables submission dates, 2. Marvell and EZchip shall provide each other with Weekly Status Reports that will cover the week’s Work focus/accomplishments and issues. 3. EZchip acknowledges that time is of the essence in the performance of the development. EZchip shall notify Marvell promptly of any factor, occurrence, or event coming to its attention that may affect its ability to substantially perform the development, or that is likely to occasion any material delay in delivery of Deliverables. Such notice shall be given, without limitationthat, in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure. In any such eventthe parties cannot agree, the issue shall be put before the CEOs who shall use commercially reasonable efforts to resolve the issue. Meetings of the Steering Group (other than those to attended by the CEOs) shall be held at the location where the most active development work is being conducted, which the parties shall attempt to reach a prompt resolution which would allow to nevertheless meeting anticipate will be in Lausanne Switzerland through the schedule. In such an event, EZchip shall treat Marvell as a most favored customer. 4. EZchip will update Marvell with any bug or violation discovered on any early and middle stages of EZchip’s products that has relevance to the 98NXxxx core based on previous generation of Network ProcessorsDevelopment Program, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 5. Marvell will update EZchip with any bug or violation discovered may be the site of anticipated manufacturing facilities later in the XAUI, and PCI-E or any other cores that has relevance to the 98NXxxx device, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 6Development Program. During, and upon the completion of, the implementation Meetings of the Services, Marvell Steering Group attended by the CEOs shall be entitled to conduct reviews and/or acceptance testing which ▇▇▇▇▇▇▇ ▇▇▇▇▇ necessary in order to verify whether alternate between locations designated by the Development and/or Deliverables conform to all CEO of the specifications Animas and the RequirementsCEO of Debiotech. ****** - Material has been omitted and filed separately with the Commission. 7. EZchip hereby represents and warrants is, and will be, the sole author of all the 98NXxxx Deliverables, and that neither the Development nor the 98NXxxx Deliverables will in any way infringe any third party’s rights, including the intellectual property rights. Without limiting the foregoing, EZchip shall be responsible to ensure that Marvell receives any licenses, other than licenses of third party tools, required to enable Marvell to utilize the EZchip Deliverables under the terms of the Master Agreement.

Program Management. The Parties 5.1 For each Statement of Work entered into by the parties, the parties shall create establish and maintain a coordination team Technical Committee which will oversee the development activities and all other aspects of the mutual relationship contemplated by each such Statement of Work. Each party shall appoint one Technical Committee representative who shall have technical expertise in the development activities and who is responsible for the technical management of such activities. Each representative may appoint one additional person to serve on the Technical Committee and may also designate a surrogate for himself or herself. On a bi-weekly basis, each Technical Committee shall be responsible for reviewing and approving the development activities and the major milestones and budgets contained therein. In addition, each Technical Committee shall provide a mechanism for the exchange of information and review of activities, and, if mutually desirable to the Technical Committee Representatives and subject to the approval of the corresponding Executive Committee, shall add, delete or modify the development activities specified in its Statement of Work. In addition, each Technical Committee shall review and resolve engineering design disputes as well as intellectual property ownership disagreements related to its Statement of Work. Each Technical Committee shall assume any other responsibilities that are mutually agreed to by WorldGate and S-A. 5.2 For each Statement of Work entered into by the parties, the parties shall establish and maintain an Executive Committee. Each party shall appoint, as its representatives to each Executive Committee, two members of senior level management, who are not directly involved in the development activities. Each Executive Committee member may designate a surrogate. On a quarterly basis at mutually agreed to locations, each Executive Committee shall be responsible for reviewing work of its respective Technical Committee and shall provide a mechanism for the exchange of information and review of sales and marketing activities. Members of the respective Technical Committee (“Coordination Team”1) to oversee review the implementation of this SOW and to constitute the primary vehicle for communication, decision-making and executive management overall progress of the Statement of Work; and (2) to review and resolve disagreements or disputes including engineering design disputes and intellectual property ownership disagreements that are not resolved by the respective Technical Committee. The Coordination Team In the event that the Executive Committee is unable to resolve a dispute, such dispute shall comprise be handled under the dispute resolution provisions of the Project Managers of the Parties, and this Agreement. Each Executive Committee shall assume any other representatives as responsibilities that are mutually agreed between to by the Parties. Each Party shall appoint: a Project Manager. The Project Managers shall conduct status meetings regularly (at least on a weekly basis) either by teleconferences or face-to-face meetings. Such status meetings shall include, among others, the exchange of technical Information, the activity under, and the performance of, this SOW, and the progress of the Services. The Coordination Team shall keep formal minutes of its meetings. Among the responsibilities of the Coordination Team are the resolution of matters concerning the performance of this SOW, such as technical problems, and progress issues. The Coordination Team shall review changes, and shall ensure they are within the framework of the of this SOW. The Coordination Team shall have full and constant visibility on the process and information, During the entire term of this SOW, Marvell’s Project Manager (or a representative on its behalf) shall be entitled to visit EZchip’s facilities in order to inspect and evaluate EZchip’s progress and to ensure that such progress is compatible with the Requirements, and with Marvell’s quality assurance; provided however, that Marvell shall provide EZchip with reasonable prior notice, and that the visit shall take place during regular business hoursparties. 1. Marvell and EZchip will jointly develop a detailed execution plan including schedule for the major activities, milestones, reviews and deliverables submission dates, 2. Marvell and EZchip shall provide each other with Weekly Status Reports that will cover the week’s Work focus/accomplishments and issues. 3. EZchip acknowledges that time is of the essence in the performance of the development. EZchip shall notify Marvell promptly of any factor, occurrence, or event coming to its attention that may affect its ability to substantially perform the development, or that is likely to occasion any material delay in delivery of Deliverables. Such notice shall be given, without limitation, in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure. In any such event, the parties shall attempt to reach a prompt resolution which would allow to nevertheless meeting the schedule. In such an event, EZchip shall treat Marvell as a most favored customer. 4. EZchip will update Marvell with any bug or violation discovered on any of EZchip’s products that has relevance to the 98NXxxx core based on previous generation of Network Processors, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 5. Marvell will update EZchip with any bug or violation discovered in the XAUI, and PCI-E or any other cores that has relevance to the 98NXxxx device, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 6. During, and upon the completion of, the implementation of the Services, Marvell shall be entitled to conduct reviews and/or acceptance testing which ▇▇▇▇▇▇▇ ▇▇▇▇▇ necessary in order to verify whether the Development and/or Deliverables conform to all of the specifications and the Requirements. 7. EZchip hereby represents and warrants is, and will be, the sole author of all the 98NXxxx Deliverables, and that neither the Development nor the 98NXxxx Deliverables will in any way infringe any third party’s rights, including the intellectual property rights. Without limiting the foregoing, EZchip shall be responsible to ensure that Marvell receives any licenses, other than licenses of third party tools, required to enable Marvell to utilize the EZchip Deliverables under the terms of the Master Agreement.

Program Management. (a) Regeneron and Emisphere shall establish a steering committee (the "Steering Committee"). The Parties shall create a coordination team (“Coordination Team”) to oversee the implementation of this SOW and to constitute the primary vehicle for communication, decision-making and executive management function of the Statement of WorkSteering Committee shall be to ------------------ plan, coordinate and manage the Program. The Coordination Team shall comprise Steering Committee is not intended to replace any internal management procedures of either Party. Rather, it is intended to be a vehicle to ensure that the Project Managers of the PartiesProgram proceeds in a timely, coordinated, and any other representatives as agreed between the Partieswell-planned fashion. It shall be made up of a maximum of ten members, with an equal number appointed by each of Regeneron and Emisphere and with a central contact person appointed by each Party. Each Party hereto shall appoint: name one member to be a Project Managerco-chairperson of the Steering Committee. The Project Managers first responsibility of the Steering Committee shall conduct status meetings regularly be to establish and approve a work plan to assure the timely completion of the Program. The second responsibility of the Steering Committee shall be to [***] which will be used to make the "go/no go" decision with respect to continued research into and/or development of the use of the Carriers for oral delivery of the Compound (the "Criteria") for Stages [***] only. Regeneron and Emisphere shall determine -------- at the end of each Stage whether the Criteria have been met. On at least on a weekly quarterly basis) either by teleconferences or face-to-face meetings. Such status meetings shall include, among others, the exchange of technical Information, Steering Committee shall meet to review the activity under, and the performance of, this SOW, and the progress results of the ServicesProgram and to modify the work plan as necessary. On a quarterly basis or time frame agreed to by the parties, each party's respective patent counsel shall meet to discuss patent filings and intellectual property matters. (b) The Coordination Team Steering Committee shall keep formal minutes of its meetings, and shall be responsible only for the development and implementation of the work plan. Among If the members of the Steering Committee cannot agree jointly on a task in the work plan, it will be up to the Co-Chairmen to reach a decision. If the Co- Chairmen cannot reach agreement, the matter shall be brought to the CEO of Emisphere and CEO of Regeneron. In the event that the CEOs cannot resolve the issues within [***] days, the CEOs of the Parties shall mutually agree upon and appoint to the Steering Committee an additional member. If the CEOs cannot mutually agree upon the identity of such additional member within [***], the Parties shall request an arbitration panel, pursuant to section 4.19, to appoint to the Steering Committee an additional member, knowledgeable in the research- based pharmaceutical industry, possessing senior executive experience and skills, and not associated with either Party, an Affiliate of either Party or a competitor of either Party. Thereafter, all decisions will be by majority vote of the Steering Committee. Such additional member shall be appointed to the Steering Committee until such time as the CEOs mutually agree that such disputes have been resolved. Such additional member shall be instructed to render his/her votes consistent with the stated responsibilities of the Coordination Team are the resolution of matters concerning the performance of this SOWSteering Committee, such as technical problemsset forth in section 1.2(a) above. Finally, and progress issues. The Coordination Team shall review changes, and shall ensure they are within the framework meetings of the of this SOW. The Coordination Team shall have full Steering Committee will alternate between Emisphere's designated facility and constant visibility on the process and information, During the entire term of this SOW, Marvell’s Project Manager (or a representative on its behalf) shall be entitled to visit EZchip’s facilities in order to inspect and evaluate EZchip’s progress and to ensure that such progress is compatible with the Requirements, and with Marvell’s quality assurance; provided however, that Marvell shall provide EZchip with reasonable prior notice, and that the visit shall take place during regular business hoursRegeneron's designated facility. 1. Marvell and EZchip will jointly develop a detailed execution plan including schedule for the major activities, milestones, reviews and deliverables submission dates, 2. Marvell and EZchip shall provide each other with Weekly Status Reports that will cover the week’s Work focus/accomplishments and issues. 3. EZchip acknowledges that time is of the essence in the performance of the development. EZchip shall notify Marvell promptly of any factor, occurrence, or event coming to its attention that may affect its ability to substantially perform the development, or that is likely to occasion any material delay in delivery of Deliverables. Such notice shall be given, without limitation, in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure. In any such event, the parties shall attempt to reach a prompt resolution which would allow to nevertheless meeting the schedule. In such an event, EZchip shall treat Marvell as a most favored customer. 4. EZchip will update Marvell with any bug or violation discovered on any of EZchip’s products that has relevance to the 98NXxxx core based on previous generation of Network Processors, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 5. Marvell will update EZchip with any bug or violation discovered in the XAUI, and PCI-E or any other cores that has relevance to the 98NXxxx device, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 6. During, and upon the completion of, the implementation of the Services, Marvell shall be entitled to conduct reviews and/or acceptance testing which ▇▇▇▇▇▇▇ ▇▇▇▇▇ necessary in order to verify whether the Development and/or Deliverables conform to all of the specifications and the Requirements. 7. EZchip hereby represents and warrants is, and will be, the sole author of all the 98NXxxx Deliverables, and that neither the Development nor the 98NXxxx Deliverables will in any way infringe any third party’s rights, including the intellectual property rights. Without limiting the foregoing, EZchip shall be responsible to ensure that Marvell receives any licenses, other than licenses of third party tools, required to enable Marvell to utilize the EZchip Deliverables under the terms of the Master Agreement.

Program Management. Each party shall appoint three senior employees, but not their CEOs, to form the Steering Group, which shall review all the developmental, logistical and technical aspects of the Development Program. In addition, major financial issues shall be discussed when they arise. At least two members of the Steering Group from each side shall meet in person at least once every two months. Each party may invite additional participants from its own party to attend. Minutes of the meetings shall be prepared by Debiotech, indicating, in particular, the steps believed to be satisfactorily performed by the parties and the next steps to be performed. Minutes shall be reviewed and approved or rejected and amended at the next meeting of the Steering Group. Minutes of the Steering Group shall not constitute amendments of this Agreement or the Specifications even if signed by representatives of the parties or the CEOs of each Party. The Parties Steering Group shall create be charged with managing the Development Program with a coordination team (“Coordination Team”view to completing development of the Debiotech Pump System as rapidly as possible. In addition, the Steering Group shall insure that such development be completed in accordance with the Specifications and that the manufacturing cost of the Debiotech Pump System be consistent with the levels set forth in the Specifications. The Steering Group shall make recommendations to either Party regarding design and engineering issues and shall make recommendations to Animas regarding the most appropriate supplier(s) to oversee manufacture the implementation Debiotech Pump System or any part thereof. Debiotech employees shall be primarily responsible for issues relating to design, engineering and intellectual property with regard to the MEMS Pump and Pump Accessories (excluding Infusion Accessories). Animas employees shall be primarily responsible for issues relating to design, engineering and intellectual property with regard to the Pump Controller and Infusion Accessories as well as manufacturing and selection of this SOW suppliers. Animas shall also be responsible ****** - Material has been omitted and filed separately with the Commission. for facilitating any incorporation of Animas’ technology, if any, in the Debiotech Pump System. Either Party’s members on the Steering Group may recommend modifications to constitute the primary vehicle for communication, decision-making Specifications and executive management the Development Program by submitting a written request to the other Party’s members on the Steering Group detailing the nature of the Statement of Workmodification, the reason for the modification and the anticipated costs associated with implementing the modification. The Coordination Team shall comprise of the Project Managers of the Parties, and any other representatives as agreed between the PartiesAny modification must be approved in writing by each Party’s CEO. Each Party agrees not to unreasonably withhold their approval to a modification suggested by the other Party so long as the consenting Party cannot demonstrate with written documentation that the modification (i) materially adversely affect the marketability and desirability of the Debiotech Pump System, (ii) materially affects the cost of the development effort, or (iii) materially affects the timing of the availability on the market of the Debiotech Pump System. Each Party’s members on the Steering Group shall appoint: a Project Managerkeep their respective CEOs informed as necessary. The Project Managers Steering Group shall conduct status meetings regularly (meet in person with the CEOs as a group of eight at least on a weekly basis) either by teleconferences or face-to-face meetingsonce every 4 months. Such status meetings The Steering Group shall include, among others, attempt to resolve issues without the exchange of technical Information, the activity under, and the performance of, this SOW, and the progress involvement of the Services. The Coordination Team shall keep formal minutes of its meetings. Among the responsibilities of the Coordination Team are the resolution of matters concerning the performance of this SOW, such as technical problems, and progress issues. The Coordination Team shall review changes, and shall ensure they are within the framework of the of this SOW. The Coordination Team shall have full and constant visibility on the process and information, During the entire term of this SOW, Marvell’s Project Manager (or a representative on its behalf) shall be entitled to visit EZchip’s facilities in order to inspect and evaluate EZchip’s progress and to ensure that such progress is compatible with the Requirements, and with Marvell’s quality assuranceCEOs; provided however, that Marvell shall provide EZchip with reasonable prior notice, and that the visit shall take place during regular business hours. 1. Marvell and EZchip will jointly develop a detailed execution plan including schedule for the major activities, milestones, reviews and deliverables submission dates, 2. Marvell and EZchip shall provide each other with Weekly Status Reports that will cover the week’s Work focus/accomplishments and issues. 3. EZchip acknowledges that time is of the essence in the performance of the development. EZchip shall notify Marvell promptly of any factor, occurrence, or event coming to its attention that may affect its ability to substantially perform the development, or that is likely to occasion any material delay in delivery of Deliverables. Such notice shall be given, without limitationthat, in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure. In any such eventthe parties cannot agree, the issue shall be put before the CEOs who shall use commercially reasonable efforts to resolve the issue. Meetings of the Steering Group (other than those to attended by the CEOs) shall be held at the location where the most active development work is being conducted, which the parties shall attempt to reach a prompt resolution which would allow to nevertheless meeting anticipate will be in Lausanne Switzerland through the schedule. In such an event, EZchip shall treat Marvell as a most favored customer. 4. EZchip will update Marvell with any bug or violation discovered on any early and middle stages of EZchip’s products that has relevance to the 98NXxxx core based on previous generation of Network ProcessorsDevelopment Program, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 5. Marvell will update EZchip with any bug or violation discovered may be the site of anticipated manufacturing facilities later in the XAUI, and PCI-E or any other cores that has relevance to the 98NXxxx device, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 6Development Program. During, and upon the completion of, the implementation Meetings of the Services, Marvell Steering Group attended by the CEOs shall be entitled to conduct reviews and/or acceptance testing which ▇▇▇▇▇▇▇ ▇▇▇▇▇ necessary in order to verify whether alternate between locations designated by the Development and/or Deliverables conform to all CEO of the specifications Animas and the RequirementsCEO of Debiotech. 7. EZchip hereby represents and warrants is, and will be, the sole author of all the 98NXxxx Deliverables, and that neither the Development nor the 98NXxxx Deliverables will in any way infringe any third party’s rights, including the intellectual property rights. Without limiting the foregoing, EZchip shall be responsible to ensure that Marvell receives any licenses, other than licenses of third party tools, required to enable Marvell to utilize the EZchip Deliverables under the terms of the Master Agreement.

Program Management. The Parties shall create a coordination team (“Coordination Team”) to oversee the implementation of this SOW and to constitute the primary vehicle for communication, decision-making and executive management of the Statement of Work. The Coordination Team shall comprise of the Project Managers of the Parties, and any other representatives as agreed between the Parties. Each Party shall appoint: a Project Manager. The Project Managers shall conduct status meetings regularly (at least on a weekly basis) either by teleconferences or face-to-face meetings. Such status meetings shall include, among others, the exchange of technical Information, the activity under, and the performance of, this SOW, and the progress of the Services. The Coordination Team shall keep formal minutes of its meetings. Among the responsibilities of the Coordination Team are the resolution of matters concerning the performance of this SOW, such as technical problems, and progress issues. The Coordination Team shall review changes, and shall ensure they are within the framework of the of this SOW. The Coordination Team shall have full and constant visibility on the process and information, During the entire term of this SOW, Marvell’s Project Manager (or a representative on its behalf) shall be entitled to visit EZchip’s facilities in order to inspect and evaluate EZchip’s progress and to ensure that such progress is compatible with the Requirements, and with Marvell’s quality assurance; provided however, that Marvell shall provide EZchip with reasonable prior notice, and that the visit shall take place during regular business hours. 1. Marvell and EZchip will jointly develop a detailed execution plan including schedule for the major activities, milestones, reviews and deliverables submission dates, 2. Marvell and EZchip shall provide each other with Weekly Status Reports that will cover the week’s Work focus/accomplishments and issues. 3. EZchip acknowledges that time is of the essence in the performance of the development. EZchip shall notify Marvell promptly of any factor, occurrence, or event coming to its attention that may affect its ability to substantially perform the development, or that is likely to occasion any material delay in delivery of Deliverables. Such notice shall be given, without limitation, in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure. In any such event, the parties shall attempt to reach a prompt resolution which would allow to nevertheless meeting the schedule. In such an event, EZchip shall treat Marvell as a most favored customer. 4. EZchip will update Marvell with any bug or violation discovered on any of EZchip’s products that has relevance to the 98NXxxx [*] core based on previous generation of Network Processors, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 5. Marvell will update EZchip with any bug or violation discovered in the XAUI, and PCI-E or any other cores that has relevance to the 98NXxxx [*] device, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 6. During, and upon the completion of, the implementation of the Services, Marvell shall be entitled to conduct reviews and/or acceptance testing which ▇▇▇▇▇▇▇ ▇▇▇▇▇ necessary in order to verify whether the Development and/or Deliverables conform to all of the specifications and the Requirements. 7. EZchip hereby represents and warrants is, and will be, * This portion of the sole author Exhibit has been omitted pursuant to a Request for Confidential Treatment under Rule 24b-2 of all the 98NXxxx Deliverables, and that neither the Development nor the 98NXxxx Deliverables will in any way infringe any third party’s rightsSecurities Exchange Act of 1934. The complete Exhibit, including the intellectual property rights. Without limiting portions for which confidential treatment has been requested, has been filed separately with the foregoing, EZchip shall be responsible to ensure that Marvell receives any licenses, other than licenses of third party tools, required to enable Marvell to utilize the EZchip Deliverables under the terms of the Master AgreementSecurities and Exchange Commission.

Program Management. Each party shall appoint three senior personnel, but not their CEO's, to form a six person committee (the "STEERING GROUP") which shall review all the developmental, logistical and technical aspects of the Development Program. At least two people from each side shall meet in person at least once per month. Minutes of the meetings shall be prepared by DBT, indicating in particular the steps believed to be satisfactorily performed and the next steps to be performed. Minutes shall be reviewed and approved or rejected and amended at the next meeting of the Steering Group. Minutes shall not constitute amendments of this Agreement or the Specifications even if signed by representatives of the parties. In addition, major financial issues shall be discussed when they arise. The Parties Steering Group shall create be charged with managing the Development Program with a coordination team (“Coordination Team”view to completing as rapidly as possible development of the DBT Pump in a manner which complies with the Specifications, including feasibility of manufacturing the DBT Pump at the cost levels contemplated by the Specifications. The Steering Group shall make recommendations to DBT regarding design and engineering issues and shall make recommendations to IMT regarding the most appropriate supplier(s) to oversee manufacture the implementation DBT Pump or any part thereof. DBT personnel shall be primarily responsible for issues relating to design, engineering and intellectual property. IMT personnel shall become primarily responsible for issues relating to manufacturing and selection of this SOW suppliers. IMT shall also be responsible for facilitating any incorporation of IMT's technology (in particular the glucose sensor technology) in the DBT Pump. The Steering Group may also recommend modifications to the Specifications and the Development Program. The parties agree not to constitute unreasonably withhold their consent to such modifications so long as they conclude that they do not materially adversely affect the primary vehicle for communication, decision-making marketability and executive management desirability of the Statement DBT Pump, materially affect the cost of Workthe development effort or materially affect the timing of the availability of the DBT Pump. The Coordination Team Steering Committee shall comprise not recommend suppliers or manufacturing processes for the DBT Pump or components thereof, or that the DBT Pump be manufactured in any country unless DBT has arranged for IMT to receive with respect to such country an updated opinion of patent counsel satisfactory to IMT as contemplated by Section 5.3. IMT shall pay for the cost of such opinion if it is with respect to the United States, Canada or Mexico, and DBT shall pay if it is with respect to any other country. IMT's current intention is to select suppliers located in Switzerland in the absence of consideration making it more desirable to select suppliers located elsewhere, however DBT acknowledges and agrees that IMT's preference may change, and DBT shall have no right to require IMT to give any preference to Swiss suppliers. The Steering Group shall report to the chief executive officers of the Project Managers parties who shall join the Steering Group and meet in person as a group of eight at least once per quarter. The Steering Group shall attempt to develop a consensus recommendation to the parties without the involvement of the Parties, and any other representatives as agreed between the Parties. Each Party shall appoint: a Project Manager. The Project Managers shall conduct status meetings regularly (at least on a weekly basis) either by teleconferences or face-to-face meetings. Such status meetings shall include, among others, the exchange of technical Information, the activity under, and the performance of, this SOW, and the progress chief executive officers of the Services. The Coordination Team shall keep formal minutes of its meetings. Among the responsibilities of the Coordination Team are the resolution of matters concerning the performance of this SOW, such as technical problems, and progress issues. The Coordination Team shall review changesparties, and shall ensure they are within refer issues to the framework chief executive officers only as necessary. Meetings of the of this SOW. The Coordination Team shall have full and constant visibility on Steering Group (other than those to attended by the process and information, During the entire term of this SOW, Marvell’s Project Manager (or a representative on its behalfCEO's) shall be entitled to visit EZchip’s facilities held at the location where the most active development work is being conducted, which the parties anticipate will be in order to inspect Lausanne Switzerland through the early and evaluate EZchip’s progress and to ensure that such progress is compatible with middle stages of the RequirementsDevelopment Program, and with Marvell’s quality assurance; provided however, that Marvell shall provide EZchip with reasonable prior notice, and that may be the visit shall take place during regular business hours. 1site of anticipated manufacturing facilities later in the Development Program. Marvell and EZchip will jointly develop a detailed execution plan including schedule for the major activities, milestones, reviews and deliverables submission dates, 2. Marvell and EZchip shall provide each other with Weekly Status Reports that will cover the week’s Work focus/accomplishments and issues. 3. EZchip acknowledges that time is Meetings of the essence in Steering Group attended by the performance CEO's shall alternate between locations designated by the CEO of the development. EZchip shall notify Marvell promptly of any factor, occurrence, or event coming to its attention that may affect its ability to substantially perform the development, or that is likely to occasion any material delay in delivery of Deliverables. Such notice shall be given, without limitation, in the event of any loss or reassignment of key employees, threat of strike, or major equipment failure. In any such event, the parties shall attempt to reach a prompt resolution which would allow to nevertheless meeting the schedule. In such an event, EZchip shall treat Marvell as a most favored customer. 4. EZchip will update Marvell with any bug or violation discovered on any of EZchip’s products that has relevance to the 98NXxxx core based on previous generation of Network Processors, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 5. Marvell will update EZchip with any bug or violation discovered in the XAUI, and PCI-E or any other cores that has relevance to the 98NXxxx device, and shall take all measures reasonably required in order to immediately resolve any such bug or violation. 6. During, and upon the completion of, the implementation of the Services, Marvell shall be entitled to conduct reviews and/or acceptance testing which ▇▇▇▇▇▇▇ ▇▇▇▇▇ necessary in order to verify whether the Development and/or Deliverables conform to all of the specifications IMT and the RequirementsCEO of DBT. 7. EZchip hereby represents and warrants is, and will be, the sole author of all the 98NXxxx Deliverables, and that neither the Development nor the 98NXxxx Deliverables will in any way infringe any third party’s rights, including the intellectual property rights. Without limiting the foregoing, EZchip shall be responsible to ensure that Marvell receives any licenses, other than licenses of third party tools, required to enable Marvell to utilize the EZchip Deliverables under the terms of the Master Agreement.