Common use of Source Code Escrow Clause in Contracts

Source Code Escrow. (a) Prior to the Effective Date, Service Provider shall have deposited a current version of the source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. (a) Prior to the Effective Date, Service Provider shall have deposited a current version 4.1.1 Vendor represents and warrants that as of the source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and date hereof, neither Vendor nor any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow AgentVendor’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement affiliates has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as established a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for any of its existing customers. In the event that Vendor or any affiliate of the Vendor establishes a Source Code escrow in the future which applies to any of the Software furnished to Reliance hereunder, Vendor shall add, or cause the affiliate that establishes a Source Code escrow to add, Reliance as a beneficiary of such Source Code escrow, and Reliance shall be entitled to receive a copy of the escrowed Source Code in the event of the occurrence of any of the events set out below. In addition to the foregoing, Vendor shall immediately deliver and hereby grants, or cause the affiliate that establishes a Source Code escrow to immediately deliver and grant, Reliance a right to access the Source Code and to modify the Software (the “RTM License”) for the maintenance, enhancement and support of those Products purchased from Vendor and owned or operated by Reliance or any Affiliate under the following circumstances, provided that any such released Source Code shall be subject to the confidentiality provisions set forth in the General Terms: a if Vendor or any affiliate of Vendor that owns or controls such Source Code (such affiliate the “Control Affiliate”) becomes insolvent, makes a general assignment for the benefit of Novationcreditors, VHAfiles a voluntary petition in bankruptcy or an involuntary petition in bankruptcy is filed against Vendor or the Control Affiliate which is not dismissed within thirty (30) days of such involuntary filing, UHC or a receiver is appointed for its business, or its assets become subject to any proceeding under a bankruptcy or insolvency law, domestic or foreign, or has liquidated its business, or Vendor, or a business unit or affiliate of Vendor that is responsible for maintenance of the Software, ceases doing business without providing for a successor, and HPPI shall be paid by Novation. (c) Service Provider Reliance has reasonable cause to believe that any such event shall cause Neoforma (Vendor to be unable to meet its warranty service or its successor, if any) to maintain in full force and effect any source code escrow in effect on support requirements under the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.Documents; or

Source Code Escrow. On the date hereof, Company shall deliver to an independent third party escrow agent, selected and designated by AMEX and approved by Company (asuch approval not to be unreasonably withheld) Prior to ("Escrow Agent"), for deposit in accordance with an escrow agreement among the Effective DateEscrow Agent and the parties hereto and substantially in the form attached as Exhibit E ("Escrow Agreement"), Service Provider shall have deposited a current version and complete copy of the source code (to the extent such source code is owned by Service Provider"Source Code") for the GHX Exchange Software and the Client Software Domain Name and any other software materials required to provide operate the Services and Source Code (the "Escrow Materials"). Within [ ** ] of the installation of any associated documentation that exists, other than software relating new update to the Novation Marketplace as it exists immediately before the Effective Time Service (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such any other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect substantial modification to the Source Code, and the Escrow Agent Domain Name or the Service) or within [ ** ] of the last deposit hereunder, whichever is sooner, Company shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence for deposit in accordance with Section 10.1such Escrow Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the corresponding Escrow Material or shall notify Escrow Agent that no changes were made during the preceding period. Novation, VHA, UHC and HPPI each All materials deposited hereunder shall use be considered "Escrow Materials" as the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purposeterm is used herein. Novation, VHA, UHC and HPPI each shall promptly return In the Source Code to escrow upon the first to occur of: event of (ai) the expiration Company's insolvency (as defined in Section 16(e)) or (ii) the Company's material breach of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination terms of this Agreement if this specifically because of its gross negligence or willful misconduct and such breach is not fully remedied within thirty (30) days of AMEX's notice to Company, then notwithstanding any other rights and remedies to which AMEX may be entitled, AMEX shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Agreement has been terminated by Service Provider as for use in continued provision of the Service. AMEX shall have the right, at any time upon at least ten (10) days' written notice to Company and Escrow Agent, to select and designate a result of an uncured material breach by Novationnew escrow agent to replace the Escrow Agent hereunder. Upon such notice, VHAEscrow Agent shall completely, UHC safely and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect securely transfer the Escrow Materials to the Source Code are activated as a result of new escrow agent (which will then become the event described "Escrow Agent" hereunder) and confirm such transfer in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event writing to occur AMEX and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4Company. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation** INDICATES CONFIDENTIAL TREATMENT REQUESTED. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. 4.1 Within ninety (a90) Prior to days of the Effective Date, Service Provider GDSC shall have deposited deliver to an independent, commercially recognized third party escrow agent, selected and designated by GDSC and reasonably acceptable to MON ("Escrow Agent"), in physical or electronic form: a current version and complete copy of the Software, including source code in machine readable form; a copy of associated control statements required for operation, development, maintenance and use of the source code (to the extent such source code is owned by Service Providerincluding control statements for assembly, linkage and other utilities) for the GHX Exchange Software in machine readable form; flow charts, data file and the Client Software element descriptions, program specifications, data flows and any other software required documentation used to provide describe such programming. Software program listings will be fully self-documented with all appropriate comments on source code line entries and with subroutine headings and functional information, as appropriate. A current and complete copy of all of the Services foregoing and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed materials required by the Parties (terms of this Section 4 to be deposited in escrow is hereinafter referred to as the “"Escrow Agent”) pursuant to an Materials." 4.2 The Escrow Materials shall be deposited by GDSC in accordance with the provisions of this Section 4 and with the escrow deposit agreement executed signed by each of the Parties both parties hereto and the Escrow Agent, and substantially in the form and substance satisfactory to each attached as Exhibit B or in the form as it may be modified by the Escrow Agent ("Escrow Deposit Agreement"). 4.2.1 Within fifteen (15) days of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code GDSC of any Updates Update or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each within six (6) months of the last deposit hereunder, whichever occurs earlier, GDSC shall deliver to the Escrow Agent, for deposit in accordance with the Escrow Deposit Agreement, any and all changes to the Escrow Materials which correspond to changes, if any, made to the Software or shall notify the Escrow Agent that no changes were made during the Term preceding period. All materials deposited shall be considered "Escrow Materials" as the term is used herein. 4.3 In the event (i) GDSC is unwilling to maintain and/or support the Software in accordance with the provisions of Section 6 of this Agreement. Promptly after Agreement and such failure is not fully remedied within thirty (30) days of MON's notice to GDSC and is not the Effective Date result of MON's failure to pay Maintenance Fees to GDSC which are due and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified owing in accordance with the terms and conditions of this Agreement; (ii) Maintenance and Technical Support Services are terminated pursuant to Section 6.4 because GDSC has not, through the exercise of commercially reasonable efforts, corrected a failure, malfunction, defect or nonconformity which prevents the Software from performing substantially in accordance with the Documentation and which results in a major or primary function or component of the escrow agreementSoftware being unusable or unavailable to MON, within seventy-five (75) days from the date MON notifies GDSC of the same; (iii) GDSC files a petition for reorganization or bankruptcy under the Code (provided such petition is not dismissed within sixty (60) days of filing); or (iv) a third party(ies) files a petition for involuntary bankruptcy against GDSC under the Code (provided such petition is not dismissed within sixty (60) days of filing); then notwithstanding any other rights and remedies to which MON may be entitled, MON shall immediately have the right to obtain a copy of the Escrow Materials from the Escrow Agent upon written notice as provided in the Escrow Deposit Agreement. In the event that the release conditions referred to in subparagraphs (i), Novation(ii), VHA, UHC and HPPI each may exercise its rights under (iii) or (iv) hereof occur prior to GDSC's delivery of the licenses set forth in Section 6.4.3 above with respect Escrow Materials to the Source CodeEscrow Agent as required hereunder and the parties' execution and delivery of the Escrow Deposit Agreement, it is the intent of the parties that the Escrow Materials will be eligible for release by the Escrow Agent to MON as if the Escrow Deposit Agreement had been in full force and effect at such time, following the delivery of the Escrow Materials to the Escrow Agent and the parties execution and delivery of the Escrow Deposit Agreement. 4.4 Any release of Escrow Materials to MON shall remain subject to the confidentiality obligations in this Agreement. Upon release of the Escrow Materials to MON, MON shall have a perpetual right and license to use the Escrow Materials solely for its own internal maintenance and support requirements for the Software. 4.5 GDSC shall have the right, at any time on at least thirty (30) days' written notice to MON and the Escrow Agent, to select and designate a new commercially recognized escrow agent which is reasonably acceptable to MON to replace the Escrow Agent hereunder. Upon such notice, the Escrow Agent shall completely, safely and securely transfer the Escrow Materials to the new escrow agent (which will then become the "Escrow Agent" for all purposes hereunder) at GDSC's sole cost and expense and the Escrow Agent shall deliver the Source Code confirm such transfer in writing to each of Novation, VHA, UHC MON and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by NovationGDSC. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. (a) Prior to For the Effective Date, Service Provider shall have deposited a current version protection of the source code (to the extent such source code parties, it is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation agreed that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications the Software and all documentation necessary to operate and maintain the GHX Exchange Software or the Client Software (together with the Current Version, the “Source CodeRelated Materials”), and any updates or modifications thereto, shall be maintained in the hands of in the hands of P▇▇▇▇ & J▇▇▇▇, located at 1▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, who shall serve as an escrow agent for that purpose. NMHC reserves the right to designate another, mutually agreeable escrow agent whose services, if used, will be at NMHC’s expense. inPharmative shall deposit Software and Related Materials with the extent there escrow agent within 10 days of the receipt of the first payment by NMHC and no less often than once per calendar quarter thereafter and upon completion of any significant updates or modifications. Escrow agent will notify NMHC when initial and subsequent deposits are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months made into escrow along with a list of contents that are being held in escrow. The costs of said escrow shall be paid by inPharmative during the Term term of this Agreement. Promptly after Escrow Agent shall hold the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all Software source code relating and Related Materials and shall not deliver the same to NPS in either party except as provided herein. In the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement)event that inPharmative becomes insolvent, Novationis dissolved or liquidated or files for bankruptcy, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code Software source code and Related Materials to each NMHC upon receipt of Novation, VHA, UHC and HPPIall escrow fees plus the sum of one dollar ($1.00). Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each Agent shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior provide notice to the Activation Event, the Renewal Term; other party who shall have ten (b10) immediately upon termination days to serve written notice of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect objection to the Source Code are activated as a result break of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu the event objection is received in a timely manner, Escrow Agent agrees to continue to hold in escrow the Software source code and Related Materials until such time as the matter has been resolved and Escrow Agent is ordered to deliver the same to one party or the other. In the event any objection is timely filed, the parties agree to submit the matter to arbitration under the rules of the foregoingAmerican Arbitration Association, Service Provider may subject all such software with each party to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplacebear their own costs.

Source Code Escrow. (a) Prior to the Effective Date, Service Provider shall have deposited a current version of the source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each 16.1 Within six (6) months during following the Term completion and acceptance of this the Deliverables, WINK shall enter into a standard form of source code escrow agreement ("Escrow Agreement") with Data Securities International, Inc. ("Escrow Agent"). Promptly after the Effective Date Such Escrow Agreement shall provide for WINK's delivery and deposit from to time to time hereafter(including Product Releases, Service Provider shall deposit, or cause to be deposited all Version Releases and Updates) with the Escrow Agent of source code relating and proprietary materials in both electronic (e.g., CD-ROM or diskette) and documented paper format for each piece of software ("Escrow Materials") related to NPS in the escrow arrangements contemplated by Licensed Products and WINK shall make such deposits. Until a condition of release ("Release Condition") occurs as defined herein and the notice conditions of the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement)Agreement have been met, Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall not deliver the Source Code Escrow Materials to each of Novation, VHA, UHC TAK. The fees and HPPI. Upon the delivery of the Source Code costs charged by the Escrow Agent, Novation, VHA, UHC Agent to establish and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Escrow Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. WINK (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software provided that is the subject 50% of such escrow. In lieu amount shall be reimbursed to WINK by TAK) Any of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” following events shall be deemed to includebe Release Conditions: (i) WINK defaults on its obligation to cure a major bug, in addition such bug being of a nature to significantly affect TAK's business and such default is not cured within forty-five (45) days after written notice by TAK; or (ii) WINK fails to deliver a major enhancement to the GHX Exchange Software WINK Engine in any four (4) year period following the date of the last Product Release and Client Software, all the corresponding software relating such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iii) Having notified TAK of its decision pursuant to the Novation Marketplaceprovisions of Section 6.13, WINK fails to commit to promptly develop (at WINK's normal consulting rates) any new Version Release or Product Release requested by TAK and such failure to provide such enhancement is not cured within sixty (60) days after written notice by TAK; or (iv) WINK fails to provide Support as set forth in this Agreement and such default is not cured within sixty (60) days after written notice by TAK, or (v) WINK files or there is filed against it any petition in bankruptcy which petition has not been dismissed within 60 days of its filing, provided however, that no Release Condition shall occur in the event the WINK is a "debtor-in-possession" under a Chapter 11 proceeding [and no Release Condition has otherwise occurred under Section 16(i), (ii), (iii) or (iv) above].

Source Code Escrow. Licensor shall place in escrow with Fort Knox ▇▇▇row Services, Inc., and both Licensor and Licensee shall enter into a standard Ft. Knox ▇▇▇ee Party Agreement (a) Prior to Exhibit C), with Licensor absorbing the Effective Datecosts thereof, Service Provider shall have deposited a current version the compiled source code for all of the source code (to the extent such source code is owned Licensor's Products used at any time by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that existsLicensee, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and updated from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in (the escrow arrangements contemplated by the Escrow Agreement. (b) "Source Code"). Upon the occurrence of an Activation Event (as verified in accordance with the terms any of the escrow agreement)following events, Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code shall be released to each Licensee: (i) The commencement by Licensor as debtor of Novationany case or proceeding under any bankruptcy, VHAinsolvency, UHC reorganization, liquidation, dissolution or similar law, or Licensor seeking the appointment of a receiver, trustee, custodian, marshal (of assets) or similar official for Licensor or any substantial part of its property; or (ii) the commencement of any such case or proceeding against Licensor, or another seeking such appointment, or the filing against Licensor of an application for a protective decree that (a) is consented to or not timely contested by Licensor, (b) results in the entry of an order for relief, such an appointment, the issuance of such a protective decree or the entry of an order having a similar effect, or (c) is not dismissed within ninety (90) days; or (iii) the making of a general assignment by Licensor for the benefit of its creditors; or (iv) an admission in writing by Licensor of its inability to pay its debts as they become due or the nonpayment generally by Licensor of its debts as they become due. B. Material non-performance by Licensor of its obligations under this Agreement and HPPIsuch non-performance continues for a period of thirty (30) days after Licensee gives notice to Licensor of such non-performance. C. This Agreement is terminated by Licensor without cause or for any cause other than those described elsewhere in Section 10. Upon In the delivery of event the Source Code by the Escrow Agentis so released to Licensee, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall Licensee agrees that it will not at any time use the Source Code for the purpose of selling or licensing the Licensor's Products to exercise Novationentities which are not its then existing customers, VHAexcept if such release is for the events covered in 12.B above, UHC in which case Licensee may continue to sell and HPPI’s rights under Section 6.4.3 and for no other purposedeploy to new customers. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon No termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill release Licensee from its obligations to make the GHX Exchange availablepay Licensor any 11 12 royalties or fees, and Service Provider is able which accrued prior to demonstrate such capability termination or which shall accrue to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications Licensor after the Effective Date to the software that is the subject effective date of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplacetermination.

Source Code Escrow. If prior to the Closing, Target has not ------------------ --- delivered to Acquiror a letter from Netscape Communications Corporation ("Netscape") in a form satisfactory to Acquiror and its counsel confirming unequivocally that (i) the only source code escrow agreement in existence pursuant to which Target has deposited or is required to deposit all or any part of Target's computer source code in accordance with Section 21 of that certain Software Distribution Agreement, dated August 8, 1997 between Netscape and Target (the "Netscape Agreement"), is that certain multi-subscriber Safe Escrow Agreement, dated December 16, 1997, by and between Data Securities International, Inc. and Target (the "DSI Agreement"), (ii) other than as set forth in Section 21 of the Netscape Agreement, there is no other agreement in existence between Netscape and Target providing for any deposit of all or any part of Target's computer source code in escrow and (iii) other than as set forth in the Netscape Agreement and as set forth in the DSI Agreement, Netscape has no further rights to Target's computer source code (other than pursuant to the Netscape Subcontractor Agreement as defined in the Target Disclosure Letter) (the "Netscape Letter"), then the parties agree to take all steps reasonably necessary to implement the following pursuant to written agreement and/or amendments to agreements to be entered into as soon as practicable, but in no event later than the Closing, (a) Prior to the Effective Date, Service Provider shall have deposited a current version The percentage of the source code (to shares of Acquirer Common Stock issued in the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause Merger to be deposited all source code relating in escrow in accordance with Article VIII will be increased from twenty percent (20%) to NPS one hundred percent (100%) (the number of such shares in excess of twenty percent (20%) hereinafter referred to as the escrow arrangements contemplated by the "Additional Escrow AgreementShares"). (b) Upon The Additional Escrow Shares will be held in escrow (on terms substantially the occurrence same as those provided in Article VIII) until the date on which those shares of an Activation Event Acquiror Common Stock subject to lock-up agreements with the underwriters of Acquiror's initial public offering are released (the "Lock-up Release Date"), at which time all of the Additional Escrow Shares will be automatically released from the escrow (without the requirement of any consent from Acquiror) except to the extent, and only to the extent, that ------ ---- Acquiror has, prior to the Lock-up Release Date, made a claim for damages against the escrow shares provided for in Article VIII (as verified increased to include the Additional Escrow Shares) in an amount in excess of the value of the escrow shares that are ------ not Additional Escrow Shares (as such value is determined pursuant to Article VIII) all in accordance with the terms provisions of Article VIII, which claim for damages arises directly from a failure of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses representations of Target set forth in Section 6.4.3 above with respect 2.25(m) relating solely to an agreement (not otherwise disclosed in Target's Disclosure Letter) whereby Netscape becomes entitled to a release of any or all of Target's computer source code from escrow or Netscape otherwise has or obtains any other rights to Target's computer source code (other than pursuant to the Source Code, and Netscape Subcontractor Agreement as defined in the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(dTarget Disclosure Letter), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. (a) Prior to the Effective Date, Service Provider shall have deposited a current version of the source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”"CURRENT VERSION") with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”"ESCROW AGENT") pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”"ESCROW AGREEMENT"). The Escrow Agreement shall be based on the Escrow Agent’s 's standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”"SOURCE CODE"), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months [*****] during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s 's rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s 's rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s 's reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “"Source Code” " shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. Within five (a5) Prior to business days of the Effective Closing Date, Service Provider Purchaser shall have deposited deposit onto a current version secure server a copy of the source code for all versions of the INS Software transferred to Purchaser under this Agreement, in the form that such source code exists on the Closing Date (“Deposit Materials”). Purchaser shall prohibit any Purchaser employee from modifying any of the Deposit Materials; however, if Purchaser deems it to be necessary to protect the integrity of the Deposit Materials, Purchaser may move the Deposit Materials to another secure server. Subject to the terms of this Agreement, Seller shall have the right to receive relevant portions of the Deposit Materials upon the receipt by Seller of an Indemnification Certificate relating to an indemnification obligation of Seller arising from a breach or claimed breach of Section 4.6 herein. In the event of any release of Deposit Materials to Seller, Seller may examine, use, and reproduce the Deposit Materials solely internally, and solely to the extent such source code is owned by Service Provider) required for the GHX Exchange Software its evaluation, defense and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each resolution of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”)indemnification claim by Purchaser. The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None obligations of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses Purchaser set forth in this Section 6.4.3 above with respect to the Source Code, and the Escrow Agent 9.11 shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow terminate immediately upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior Indemnification Period applicable to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights claims with respect to Section 4.6 herein, provided that if any claim(s) are still unresolved at such time, the Source Code are activated as a result obligations of this Section shall continue until the last such claim is resolved and shall terminate immediately upon the resolution of the event described in clause (iii) last of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured claims. Seller further acknowledges and agrees that the factors that have caused such event to occur Deposit Materials are highly sensitive confidential and Service Provider becomes able to fulfill its obligations to make the GHX Exchange availabletrade secret information of Purchaser, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC Seller shall secure and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure protect confidentiality of the Source Code entirety of the Deposit Materials (and any and all other materials or information disclosed by it, or any third party operating under on behalf of Purchaser in connection with the direction of it. All expenses associated with providing the Source Code escrow Deposit Materials) in strict confidence for the benefit of NovationPurchaser, VHAin a manner consistent with maintaining Purchaser’s rights therein and thereto. Seller shall restrict access to and use of the Deposit Materials solely to its employees and legal advisors having a need to know, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date solely to the software that is extent necessary to fulfilling its indemnification obligations. Seller shall not disclose to any third party, orally or in writing, any information regarding the subject of such escrow. In lieu code, architecture, sequencing, or organization of the foregoingDeposit Materials, Service Provider may subject all such software without first securing from the party to whom the Escrow disclosure is to be made, a written agreement (in a form reasonably acceptable to Purchaser) protecting the confidentiality of the Deposit Materials. Seller shall cease use of the Deposit Materials once the Deposit Materials are no longer necessary to meet Seller’s indemnification obligations. The Seller’s obligations under this Section shall survive termination or expiration of this Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. a. Within thirty (a30) Prior to days of the Effective Date, Service Provider Seisint shall have deposited place in escrow with an escrow agent reasonably acceptable to both Parties and pursuant to a current version of source code escrow agreement in the form attached hereto as Exhibit E the source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software software comprising elements of the Seisint DMS Core Technology and the Client Software and any other software required to provide the Services and any associated all documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time attendant thereto (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow AgreementEscrowed Code”). The Escrow Agreement Seisint shall be based on update the Escrow Agent’s standard three-party master Escrowed Code through additional deposits with the escrow agreement form, with release conditions conforming agent within ten (10) days of the date when Seisint provides Equifax enhancements to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees Seisint DMS Core Technology pursuant to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6Section 4(e) months during the Term of this Agreement. Promptly after Seisint shall provide a certificate to Equifax at the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in of each deposit of the Escrowed Code with the escrow arrangements contemplated agent that the Escrowed Code is true, correct and complete, and Equifax shall have the right, through its own personnel, at the time of each such deposit to review and certify that the Escrowed Code complies with this Section 5. Equifax shall bear the costs of such review and certification. b. The term of the escrow shall be until a release event occurs. The Escrowed Code shall be released from the escrow by the Escrow Agreement.escrow agent upon any of the following events: 1. Upon agreement of the Parties; (a) Upon the determination from a court of law that (i) Seisint materially breached this Agreement pursuant to Section 15(b) of this Agreement and (ii) such breach was not cured by Seisint within the notice and cure period provided in Section 15(b), (b) Upon the occurrence of an Activation Event if Seisint becomes insolvent or is unable to pay its debts or enters into or files (as verified in accordance with the terms of the escrow agreement)or has filed against it) a petition, Novationarrangement, VHA, UHC and HPPI each may exercise its rights action or other proceeding seeking relief or protection under the licenses set forth in Section 6.4.3 above with respect to the Source Codebankruptcy laws, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if NovationEquifax obtains a court order in response to Equifax’s request for injunctive relief (as detailed herein). Notwithstanding the foregoing, VHASeisint agrees that a failure by Seisint to provide the Seisint Support as required under this Agreement will adversely affect Equifax’s ability to use and enjoy the Seisint DMS Core Technology and adversely affect Equifax’s business by compromising Equifax’s ability to perform required support and maintenance for the Seisint DMS Core Technology. Accordingly, UHC if Seisint materially breaches this Agreement by failing to provide the Seisint Support as required under this Agreement, then Equifax shall be entitled to petition for injunctive relief in the form of an order of a court for release of the Escrowed Code; or (a) Upon the determination from a court of law that (i) Equifax breached this Agreement pursuant to Section 15(d) of this Agreement and HPPI’s rights with respect (ii) such breach was not cured by Equifax within the notice and cure period provided in Section 15(d) or (b) if Equifax becomes insolvent or is unable to pay its debts or enters into or files (or has filed against it) a petition, arrangement, action or other proceeding seeking relief or protection under the bankruptcy laws. In the event of a release under item 1, the Escrowed Code shall be delivered to the Source Code are activated as Party designated in a result of joint notice from the Parties to the escrow agent, in the event described in clause (iii) of Section 6.4.3(d)a release under item 2, then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Escrowed Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novationdelivered to Equifax and in the event of a release under item 3, the Escrowed Code shall be delivered to Seisint. (c) Service Provider c. The Parties shall cause Neoforma (or its successorenter into a three party contractual arrangement with each other and the escrow agent in the form of Exhibit E hereto, with commercially reasonable changes, if any) , requested by the escrow agent, to maintain in full force and effect any source code escrow in effect on implement the Effective Date until provisions of this Section 5. Equifax shall bear the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu cost of the foregoing, Service Provider may subject all such software to escrow arrangement with the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation MarketplaceAgent.

Source Code Escrow. a. The Parties shall enter into a Source Code Escrow Agreement (athe "Source Code Escrow Agreement") Prior with DSI Technology Escrow Services, Inc. (the "Escrow Agent"), in substantially the form attached hereto as Exhibit 8. All such costs to be paid to the Effective Date, Service Provider shall have deposited a current version of Escrow Agent under the source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Source Code Escrow Agreement shall be based on the borne by Axeda, except as provided below. b. Axeda shall deposit with Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None within five (5) business days after completion of the Parties shall unreasonably withhold Licensed Products under Section 2.a.iii. or delay its approval execution of the Source Code Escrow Agreement, whichever is later, one (1) complete copy of the Source Materials. Service Provider Axeda further agrees to deposit copies one (1) complete copy of the source code all Maintenance Releases within sixty (60) days of each major release and any Updates or other modifications modification and/or development of Licensed Software under Section 2 within fifteen (15) days after Axeda provides such materials to the GHX Exchange Software or the Client Software (together EFI in accordance with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of [*] CERTAIN INFORMATION ON THIS PAGE THAT IS MARKED BY "[*]" HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. this Agreement. Promptly EFI, after written notice to Axeda, as pursuant to Section 1.6 of the Effective Date Source Code Escrow Agreement, may request that Escrow Agent inspect the Source Materials deposited by Axeda with Escrow Agent for the sole purpose of determining the existence, accuracy, completeness, sufficiency and from to time to time hereafterquality of the Source Materials; provided, Service Provider however, that EFI shall deposit, or cause bear the cost of such inspection. EFI shall have no right to be deposited all source code relating present at such inspection. c. The Source Materials shall be maintained under the Source Code Escrow Agreement for release to NPS and use by EFI as described in the escrow arrangements contemplated by the Source Code Escrow Agreement. (b) Upon , provided that the occurrence of an Activation Event (as verified failure to agree to post-termination Customer Support in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses procedures set forth in Section 6.4.3 above with respect to 22.c.iv. shall not result in the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery release of the Source Code by the Escrow AgentMaterials to EFI. EFI is hereby granted a limited, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall non-transferable license to use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated Materials as permitted by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in Section 3 of this Section 6.4Agreement and to use the Source Materials only to the extent necessary to fulfill Axeda's obligation to provide support and maintenance services for the Licensed Software, and only for so long as the release condition remains uncorrected. Novation, VHA, UHC and HPPI shall each be liable EFI agrees to Service Provider for all damages incurred by Service Provider arising from or relating forebear the use of this license until release to any unauthorized disclosure EFI of the Source Code by itMaterials under this Section 8.c. d. [*] e. For purposes of Sections 8.c.and 8.d., or any third party operating under the direction use of it. All expenses associated with providing the Source Code escrow for Materials by EFI to provide support and maintenance services means use only as necessary to develop or provide corrections to Errors (as defined in the benefit of Novation, VHA, UHC and HPPI shall be paid by NovationSection 14.d. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.)

Source Code Escrow. (a) Prior Netzee agrees to deposit in escrow, within 15 days after the Effective Date, Service Provider shall have deposited a current version commencement date of the source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) this Agreement with Iron Mountain, Inc. or another an escrow agent reasonably agreed approved by the Parties Bankers Bank (the “Escrow Agent”) which approval shall not be unreasonably withheld), pursuant to an escrow agreement executed by each of the Parties and the Escrow Agentreasonably acceptable to Bankers Bank, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of the Escrowed Software (which will be updated as provided in the escrow agreement). The escrow agreement will list third-party software that is integrated or combined with the Escrowed Software in such a manner that such third-party software is necessary for the operation or use of the Escrowed Software. Release of the Escrowed Software shall be permitted only upon the occurrence of one of the following events: (a) In the event Netzee files for relief under the federal Bankruptcy Code, or any Updates action is filed against Netzee under such Code and such action is not cured within 30 days; (b) In the event Netzee enters into a general assignment for the benefit of creditors; (c) In the event Netzee otherwise substantially ceases doing business, and its business is not continued by virtue of a merger or consolidation with, or a sale of all or substantially all of its assets to, or otherwise by, another corporation or entity; (d) In the event (1) Netzee fail to provide support, maintenance, updates or other modifications Services as required under this Agreement or any other agreement between Netzee and Bankers Bank (receipt of such Escrowed Software not to constitute waiver of any other remedies by Bankers Bank for Netzee's breach pursuant to any such agreements) or is unwilling or unable to provide on reasonable terms development or customization needed by the GHX Exchange Bankers Bank, as determined by the Bankers Bank, and (2) Bankers Bank notifies Netzee of such matter and Netzee does not provide Bankers Bank a solution within thirty (30) days or a plan for correction within (15) days which the Bankers Bank, in its sole discretion, determines to be acceptable; or (e) In the event there occurs a substantial change of ownership of Netzee as referenced in Section 9(d) hereof and Bankers Bank requests but does not receive assurances in a manner reasonably acceptable to Bankers Bank that Netzee or its successor(s) is willing and able to continue to meet its obligations under this Agreement and any Addendum. Should the Bankers Bank obtain the Escrowed Software or the Client Software (together with the Current Versionpursuant to this section, the “Source Code”Bankers Bank shall thereafter have the right (in the form of a nonexclusive, royalty free license) to use and modify it (in object code and source code form, as applicable) to maintain or restore the Services and otherwise independently use the Escrowed Software for the benefit of the Bankers Bank and Participating Users, with full rights to alter, revise, modify and update the Escrowed Software for such purpose (which such alterations, revisions, modifications and updates by the Bankers Bank being owned exclusively by the Bankers Bank), provided it otherwise adheres to its obligations under this Agreement. At the time the Escrowed Software is obtained, Bankers Bank may demand, and shall be entitled to receive, to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance not included with the terms Escrowed Software and not otherwise in Bankers Bank's possession, copies of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses existing technical manuals associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.Escrowed

Source Code Escrow. (a) Prior to At Customer’s request and expense, Customer may become a beneficiary under the Effective Date, Service Provider shall have deposited a current version of the source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time Source Code Escrow Agreement (the “Current VersionEscrow Agreement”) with Iron Mountain, Inc. or another between Denodo and a third party as escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant ). To the extent not already in such agent’s possession, Denodo will deliver to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of Agent the source code of any Updates or other modifications to for the GHX Exchange Software or the Client Software (together with the Current Version, the “Source CodeMaterials”)) and, to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms and procedures set forth in the Escrow Agreement, the same will be released from escrow to Customer if (i) Denodo is unwilling or unable to maintain the Software in breach of Denodo’s support obligations to Customer pursuant to this Agreement (which breach is not cured after sixty (60) days of written notice of such breach given by the Customer to Denodo) or (ii) Denodo is liquidated or dissolved. Customer will pay all fees assessed by the Escrow Agent related to the establishment and maintenance of Customer as a beneficiary to the Escrow Agreement and all fees otherwise payable by it as a beneficiary under the Escrow Agreement. For the avoidance of doubt, it shall be Customer’s responsibility to register as a beneficiary under the Escrow Agreement following execution of this Agreement Upon delivery of the escrow agreementSource Materials to Customer in compliance with the provisions of the Escrow Agreement, Customer will have the non-exclusive, non-transferable, non-sublicensable right, free of charge, to copy, modify and use the Source Materials during the period of time that this Agreement remains in effect (or would otherwise have remained in effect, absent conditions giving rise to the release of the Source Materials from escrow). Notwithstanding the foregoing, NovationCustomer may modify the Software solely in order to maintain the Source Materials in accordance with the then-current Documentation, VHAbut not to enhance or add functionality to the Software. All such Source Materials and modifications and copies thereof shall be deemed the Confidential Information of Denodo pursuant to the terms of this Agreement, UHC and HPPI each may exercise its rights under shall be owned solely by Denodo and, notwithstanding anything to the licenses contrary in this Agreement, shall be subject indefinitely to the confidentiality obligations set forth in Section 6.4.3 above with respect VIII. Denodo reserves all right, title and interest, including all intellectual property rights, in and to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses Materials not expressly granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novationherein. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. (a) Prior Upon XcelleNet's acceptance of the enhancements for the Software pursuant to the Effective DateSoftware Enhancements Addendum, Service Provider shall have deposited Vendor will place a current version complete copy in machine-readable form of the unencrypted, commented source code (to for the extent Software, including any documentation and other materials describing the procedure for compiling and linking such source code is owned by Service Provider) into executable code (collectively, the "Source Code"), into escrow for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating benefit of XcelleNet subject to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to terms of an escrow agreement executed by each (the "Escrow Agreement") to be entered into between Vendor and Data Securities International, Inc. (the "Escrow Agent") which document shall govern the release of the Parties Source Code. Vendor agrees to update, enhance, or otherwise modify the escrowed Source Code promptly upon its release of any updates, fixes, enhancements or new versions of the Software, but not more frequently than quarterly. If XcelleNet or any of its Sublicensees operates or uses different versions of the Software, such escrowed Source Code shall include all such different versions, including only the then-current version and all version(s) which were released during the twelve months prior to release of such version. A true and correct copy of the Escrow Agreement is set forth in Exhibit H attached hereto. XcelleNet's access to the Source Code shall be as provided in the Escrow Agreement but shall, at a minimum, allow access in the event Vendor (i) is forced into bankruptcy, liquidation or receivership or ceases to do business in the ordinary course, or ceases altogether to offer maintenance for the version(s) which are required to be placed into escrow; or (ii) with respect to a Critical Problem, materially breaches it obligations to provide maintenance support and correct defects as such obligations are set forth in this Agreement and the Escrow Agent, in form Software Support Addendum and substance satisfactory fails to each cure such breach within ninety (90) days of the Parties (“Escrow Agreement”)written notice by XcelleNet. The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events also allow for auditing and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery verification of the Source Code by an independent third party to determine the Escrow Agentcompleteness and accuracy of each deposit. Vendor grants to XcelleNet a non- exclusive, Novationnontransferable (subject to Section 7.7) license to use, VHAcopy, UHC modify and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use compile the Source Code to exercise Novationthe extent necessary to provide support and maintenance to Sublicensees in accordance with this Agreement. Upon release of the Source Code from escrow, VHAXcelleNet may use the Source Code, UHC but only to the extent necessary to provide support and HPPI’s rights maintenance to Sublicensees and then under Section 6.4.3 and for the strictest security. Under no other purpose. Novation, VHA, UHC and HPPI each shall promptly return circumstances may XcelleNet disclose or disseminate the Source Code to escrow upon the first any persons who are not employed or contracted by XcelleNet to occur of: (a) the expiration conduct support and maintenance of the Initial Term or if this Agreement has been renewed prior Software for Sublicensees (and then only pursuant to a written confidentiality agreement as set forth in Section 3.2 herein). Except for the Activation Eventforegoing, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to in no event may XcelleNet transfer the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d)to an affiliate, then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange availableDistributor, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novationcontractor, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, Sublicensee or any third party operating under the direction of itfor any reason whatsoever. All expenses associated with providing Title to any media on which the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI is stored shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software transferred to the Escrow Agent at the time of deposit. All escrow fees shall be shared equally by the parties. The Escrow Agreement shall remain in effect during the term of this Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplaceincluding any renewals.

Source Code Escrow. No later than the time of Primal’s delivery of a Program to Licensee or thirty (a30) Prior to days after the Effective Date, Service Provider whichever is sooner: (i) Primal shall have deposited entered into an agreement (a current version “Source Code Escrow Agreement”) with an independent third party (an “Escrow Agent”) under which Primal is obligated to deposit a fully commented and documented copy of the source code form of the Program, a listing thereof and all relevant commentary, including explanation, flow charts, algorithms and subroutine descriptions, memory and overlay maps and other documentation of the source code (to “Commentary”, together with the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that existslisting, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow AgreementDeposit”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, and to continuously update such Deposit with release conditions conforming to the Activation Events a fully commented and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies documented copy of the source code form of any Updates or other modifications to the GHX Exchange Software or the Client Software all Error Corrections, Basic Enhancements and Releases (together with the Current Version“collectively, the “Source CodeUpdates”), a listing thereof and all relevant Commentary, as such Updates are released, (ii) Primal shall have made the Deposit, and (iii) Primal shall have facilitated and cooperated with the process of making Licensee a beneficiary under the Source Code Escrow Agreement such that the Escrow Agent will be obligated to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS notify Licensee in the escrow arrangements contemplated by event that Primal has not [***] Confidential portion omitted and filed separately with the Securities and Exchange Commission. updated its Deposit upon its release of an Update, and such that the Escrow Agreement. (b) Upon Agent will be obligated to release the occurrence Deposit to Licensee in the event of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses certain conditions that will be set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code Escrow Agreement. Primal hereby grants Licensee a license to each of Novationuse, VHAcopy, UHC make derivative works from and HPPI. Upon otherwise modify the delivery Deposit to support and maintain the Program upon release of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code Deposit to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect Licensee pursuant to the Source Code are activated as a result of Escrow Agreement. Licensee shall pay the event described in clause (iii) of Section 6.4.3(d), then such Escrow Agent all fees charged by the Escrow Agent for the rights shall cease at such time when Service Provider has cured the factors that have caused such event afforded to occur and Service Provider becomes able Licensee pursuant to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.415. NovationIn addition, VHA, UHC and HPPI shall each be liable Licensee agrees to Service Provider pay a one-time set up fee to Primal in the amount of $[***] for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of initiating the services under the Source Code by itEscrow Agreement, or any third party operating under the direction and an annual fee of it. All expenses associated with $[***] for providing the services pursuant to this Section 15. The one time set up fee shall be due upon the Hosted Software Acceptance Date and Annual Source Code escrow for the benefit of Novation, VHA, UHC and HPPI Escrow Services Fee shall be paid by Novation. (c) Service Provider due on each subsequent anniversary of the Hosted Software Acceptance Date. Licensee shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and directly pay all material revisions or modifications after the Effective Date fees to the software that is the subject of such escrow. In lieu Escrow Agent or shall reimburse Primal all costs and fees of the foregoing, Service Provider may subject all such software Escrow Agent. Except for any fees or costs required by the Escrow Agent pursuant to the Escrow Agreement, in which case “Source Code” Licensee shall be deemed responsible for no other fees or payments arising from this Section 15.1. For the avoidance of doubt, the Source Code Escrow Agreement is supplementary to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplacethis Agreement.

Source Code Escrow. Within ten (a10) Prior to the Effective Date, Service Provider shall have deposited a current version of the source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly days after the Effective Date and from to time to time hereafterof this Amendment, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, parties and the Escrow Agent shall deliver will enter into an amendment to the Source Code Escrow Agreement to each of Novation, VHA, UHC and HPPI. Upon provide for the delivery of the Source Code UPI Email Application source code to the Escrow Agent to be held in escrow, and UPI will deliver to the Escrow Agent under the Escrow Agreement a complete, current and accurate copy of the UPI Email Application source code. Thereafter, UPI will deliver to the Escrow Agent all source code for each Upgrade and Enhancement provided to AT&T hereunder within [********] days after such Upgrade or Enhancement is delivered to AT&T. UPI will resubmit the UPI Email Application source code to the Escrow Agent promptly after the occurrence of every Upgrade and Enhancement provided to AT&T hereunder to such code, and will ensure that the UPI Email Application held in escrow will at all times match the UPI Email Application code which is then being using by AT&T. All relevant versions of the supporting UPI Email Application source code (as it relates to the hardware platforms, operation systems, utilities, database management systems and any other supporting code necessary to run the system) will also be delivered to and held in escrow by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain . The UPI Email Application source code will be delivered to AT&T in the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur ofevent of a Minor Release Event or a Major Release Event as follows: (aI) following a Minor Release Event relating to the expiration UPI Email Application source code, UPI grants to AT&T and its Affiliates a license to use, [***************] the UPI Email Application source code and to take such other actions with respect thereto as may be necessary to use, correct, maintain and otherwise support the UPI Email Application; and (ii) following a Major Release Event relating to the UPI Email Application source code, UPI grants to AT&T and its Affiliates a license to use, [********************************************] the UPI Email Application source code, and to take such other actions with respect thereto as may be necessary to use, correct, maintain, [*********************** *********] and otherwise support the UPI Email Application. Not withstanding the foregoing, if a default or other reason giving rise to the release of the Initial Term or if this Agreement has been renewed prior UPI Email Application source code is cured by UPI, then AT&T will return all copies of such source code to the Activation Event, Escrow Agent to be held in escrow under the Renewal Term; (b) immediately upon termination of Escrow Agreement and the license granted under this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights First Amendment with respect to such source code will terminate until such time as there is a subsequent occurrence of a default or other reason giving rise to the Source Code are activated as a result release of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by NovationUPI Email Application source code. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. (a) Prior 8.1 On or before June 1, 2019, PWW shall enter into an escrow agreement, in a form reasonably acceptable to the Effective Date, Service Provider shall have deposited a current version of the source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time Customer (the “Current VersionEscrow Agreement”) ), with Iron Mountain, Inc. or another a source code escrow agent reasonably services provider mutually agreed by the Parties parties (the “Escrow Agent”) pursuant ). PWW shall promptly thereafter deliver to an escrow agreement executed by each of the Parties and the Escrow AgentAgent a copy of all source code for the Platform and production database required to operate the Solution, in form together with all documentation necessary for Customer to fully utilize such source code and substance satisfactory production database, including, but not limited to each of detailed information on the Parties required hardware configuration and 3rd party products, services and connectors (collectively, the “Escrow AgreementDeposit”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”)PWW will, to the extent there are Updates or other modifications delivered permissible, provide Customer with access to Novationsuch 3rd party products, VHAservices and connectors as required to operate the Solution. PWW shall update the Escrow Deposit from time to time, UHC and HPPIin any event, each not less than once every six (6) months months. Customer shall bear the cost of establishing and maintaining the source code escrow account with the Escrow Agent. Customer shall have the right to verify, or to have the Escrow Agent verify, at Customer’s expense, the Escrow Deposit, at any time, upon reasonable notice, for its accuracy, completeness, and sufficiency; and, if the Escrow Deposit is found to be inaccurate, incomplete, or otherwise insufficient, PWW shall promptly correct the problem and reimburse Customer for the cost of such verification. 8.2 PWW shall instruct the Escrow Agent to release the Escrow Deposit in its entirety to Customer in the event that, during the Term term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term PWW is adjudicated insolvent, or if this Agreement has been renewed prior consents or acquiesces to the Activation Event, the Renewal Termappointment of a receiver or liquidator; (b) immediately upon PWW’s board of directors or a majority of its shareholders take any action towards the dissolution or liquidation of PWW; (c) PWW voluntarily or involuntarily becomes a debtor subject to proceedings under the United States Bankruptcy Code or the bankruptcy code of any other jurisdiction, PWW makes an assignment for the benefit of creditors, or a receiver is appointed for PWW and such proceedings are not dismissed within 180 days; (d) PWW ceases to conduct business in the ordinary course for a period of 10 business days and has no plan to resume normal conduct of its business within the next 30 business days; or (e) PWW undergoes a change in control which results in termination of this Agreement if by PWW for convenience prior to the parties entering into the Platform Agreement. If PWW as debtor in possession or a trustee in bankruptcy for PWW in a case under the United States Bankruptcy Code rejects this Agreement, Customer may elect to retain its rights under this Agreement has been terminated by Service Provider as provided for in 11 U.S.C.§ 365(n). 8.3 In the event the Escrow Agent terminates the Escrow Agreement during the term of this Agreement, upon Customer’s request, PWW will promptly enter into another escrow agreement with an alternative escrow agent of similar nature and stature. 8.4 In the event that Customer obtains the Escrow Deposit pursuant to this Section 8, PWW hereby grants Customer a result fully-paid up, non-exclusive, worldwide, irrevocable license to use, copy and modify the Escrow Deposit only for the purpose of an uncured material breach by Novationsupporting the Solution, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect the purposes set forth in Part 1 of Exhibit A to the Source Code are activated Development PSA, and such other purposes as a result may be identified in the Platform Agreement. Customer’s use of the event described Escrow Deposit is subject to the restrictions and obligations contained in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange availablethis Agreement, and Service Provider is able any subsequent Platform Agreement entered into by the parties, and will be deemed Confidential Information of PWW. Customer may not disclose the content of the Escrow Deposit to demonstrate such capability to Novation’s reasonable satisfaction; any third party, other than employees or (d) when Novation, VHA, UHC and HPPI have no further consultants of Customer with a need to utilize access such Escrow Deposit in order to support the licenses granted Solution, unless approved by PWW in this Section 6.4writing. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any Any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software provided access to the Escrow Deposit must be subject to a written confidentiality obligation. In addition, Customer may not sub-license the content of the Escrow Deposit, except to end-users of the Solution solely as necessary for such end-users to use the Solution. 8.5 The terms of this Section 8 will be superseded and replaced by any escrow provisions contained in the Platform Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. (a) Prior Netzee agrees to deposit in escrow, within 15 days after the Effective Date, Service Provider shall have deposited a current version commencement date of the source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) this Agreement with Iron Mountain, Inc. or another an escrow agent reasonably agreed approved by the Parties Bankers Bank (the “Escrow Agent”) which approval shall not be unreasonably withheld), pursuant to an escrow agreement executed by each of the Parties and the Escrow Agentreasonably acceptable to Bankers Bank, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of the Escrowed Software (which will be updated as provided in the escrow agreement). The escrow agreement will list third-party software that is integrated or combined with the Escrowed Software in such a manner that such third-party software is necessary for the operation or use of the Escrowed Software. Release of the Escrowed Software shall be permitted only upon the occurrence of one of the following events: (a) In the event Netzee files for relief under the federal Bankruptcy Code, or any Updates action is filed against Netzee under such Code and such action is not cured within 30 days; (b) In the event Netzee enters into a general assignment for the benefit of creditors; (c) In the event Netzee otherwise substantially ceases doing business, and its business is not continued by virtue of a merger or consolidation with, or a sale of all or substantially all of its assets to, or otherwise by, another corporation or entity; (d) In the event (1) Netzee fail to provide support, maintenance, updates or other modifications Services as required under this Agreement or any other agreement between Netzee and Bankers Bank (receipt of such Escrowed Software not to constitute waiver of any other remedies by Bankers Bank for Netzee's breach pursuant to any such agreements) or is unwilling or unable to provide on reasonable terms development or customization needed by the GHX Exchange Bankers Bank, as determined by the Bankers Bank, and (2) Bankers Bank notifies Netzee of such matter and Netzee does not provide Bankers Bank a solution within thirty (30) days or a plan for correction within (15) days which the Bankers Bank, in its sole discretion, determines to be acceptable; or (e) In the event there occurs a substantial change of ownership of Netzee as referenced in Section 9(d) hereof and Bankers Bank requests but does not receive assurances in a manner reasonably acceptable to Bankers Bank that Netzee or its successor(s) is willing and able to continue to meet its obligations under this Agreement and any Addendum. Should the Bankers Bank obtain the Escrowed Software or the Client Software (together with the Current Versionpursuant to this section, the “Source Code”Bankers Bank shall thereafter have the right (in the form of a nonexclusive, royalty free license) to use and modify it (in object code and source code form, as applicable) to maintain or restore the Services and otherwise independently use the Escrowed Software for the benefit of the Bankers Bank and Participating Users, with full rights to alter, revise, modify and update the Escrowed Software for such purpose (which such alterations, revisions, modifications and updates by the Bankers Bank being owned exclusively by the Bankers Bank), provided it otherwise adheres to its obligations under this Agreement. At the time the Escrowed Software is obtained, Bankers Bank may demand, and shall be entitled to receive, to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance not included with the terms Escrowed Software and not otherwise in Bankers Bank's possession, copies of any existing technical manuals associated with such Escrowed Software; existing maintenance tools (such as, test programs and program specifications); existing menu and support programs and subroutine libraries in source and object code form; existing compilation procedures in human and machine readable form; existing execution procedures in human and machine readable form; existing end user documentation; and existing system flow charts, programmers' notes, program flow charts, file layouts, report layouts, and screen layouts. This Section supersedes the license made available to Bankers Bank pursuant to Section 1 of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, Agreement between Netzee and the Escrow Agent shall deliver the Source Code to each of NovationBankers Bank dated September 3, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation1999. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. As soon as reasonably possible following the execution of this Agreement, but in no event later than ninety (a90) Prior to days after the Effective Dateexecution of this Agreement by both parties, Service Provider shall have deposited a SUMMUS will deposit the source code for the then-current version of the SUMMUS Code with Fort Knox ▇▇▇row Services, Inc. ("Ft. Knox"), pursuant to a source code escrow agreement approved and executed by and among SUMMUS, ADLABS and Ft. Knox (▇▇e "Escrow Agreement"), such approval of the Escrow Agreement not to be unreasonably withheld. ADLABS shall pay all expenses associated with the escrow. Upon the completion of services by SUMMUS under each Work Statement that includes the delivery of updates to the extent SUMMUS Code, and upon any other delivery of updates to the SUMMUS Code to which ADLABS is entitled pursuant to this Agreement or the Master Agreement, SUMMUS shall deposit the source code for such updates with Ft. Knox, ▇▇ovided that ADLABS pays all fees and expenses associated with such deposit, and such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating shall thereupon become subject to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval terms of the Escrow Agreement. Service Provider further agrees to deposit copies Upon any release of the source code of any Updates or other modifications pursuant to the GHX Exchange Software or the Client Software (together with the Current VersionEscrow Agreement, the “Source Code”)SUMMUS shall deliver to ADLABS all work in progress under all Work Statements, to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited including all source code relating related thereto (collectively, "Work in Progress"). Notwithstanding anything to NPS the contrary in this Agreement, upon release of the escrow arrangements contemplated by source code pursuant to the Escrow Agreement. (b) Upon , ADLABS will be entitled to use, modify, change, alter or improve the occurrence of an Activation Event (released source code and the Work in Progress as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may reasonably necessary to exercise its rights under the licenses set forth granted in Section 6.4.3 above with respect 2 of this Agreement and to correct and support the Source SUMMUS Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each ADLABS shall maintain the Source Code confidentiality of the source code and the Work in confidence Progress pursuant to the terms of Section 13 of this Agreement. ADLABS shall in accordance with Section 10.1. Novationno event give, VHAsell, UHC and HPPI each shall use the Source Code to exercise Novationrent, VHAlease, UHC and HPPI’s rights pledge, encumber, hypothecate, timeshare, sublicense, publish, assign (except as allowed under Section 6.4.3 and for no other purpose. Novation14.2), VHAmarket, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration transfer or distribute any portion of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow or the Work in effect on Progress without the Effective Date until the Migration Deadlineprior written consent of SUMMUS. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoingFurther, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.ADLABS shall

Source Code Escrow. Upon execution of the escrow agreement referenced below, Purchaser agrees to deposit and maintain thereafter in escrow a copy of the most up-to-date source code for the Products (in both human- and machine-readable form), and all releases, updates, revisions, improvements, enhancements, and other changes thereto within thirty (30) days after they become generally commercially available (hereafter collectively referred to as the "Program Documentation"). For the avoidance of doubt, "Program Documentation" shall not include any third party software or materials. The deposit in escrow shall be administered by a law firm (which may be outside counsel to Seller) or an institutional escrow agent in accordance with an escrow agreement to be mutually agreeable to the parties. Subject to the release conditions specified below, Seller shall only have access to the Program Documentation as is reasonably necessary to enable Seller to use the Program Documentation in accordance with and for the purposes specified in and pursuant to the License (as such term is defined in Section 14(b)). The cost of entering into and maintaining this escrow arrangement shall be borne by Seller. The escrow agreement will provide, subject to its terms and conditions, that the escrowed materials will be released (a) Prior to the Effective Date, Service Provider shall have deposited Seller upon the occurrence of a current version of Company Default (under and as defined in the source code Put Agreement) that is not cured within the applicable thirty (to the extent such source code is owned by Service Provider30) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”day cure period or a For-Cause Termination under Section 14(b) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after , and (b) to the Effective Date and from to time to time hereafter, Service Provider shall deposit, Purchaser upon termination or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreementexpiration of this Agreement (other than a For-Cause Termination). (bd) Upon The first sentence of Section 14(b) of the occurrence Development Agreement is deleted in its entirety and replaced with the following text: Subject to the terms and conditions hereof, including without limitation, the last sentence of an Activation Event Section 3 of the Put Agreement, Purchaser hereby grants to Seller a non-exclusive, worldwide, transferable license (with the right to sublicense) (the "License") to use, make, have made, offer to sell, sell, and import the Products (as verified defined in accordance with the terms Reseller Agreement and the Development Agreement, any conflict between definitions in the two agreements being resolved in favor of the escrow agreementbroadest possible interpretation; provided that notwithstanding anything to the contrary herein, in every respect and in all instances, third party content and products is/are excluded from "Products" and the License hereunder), Novation, VHA, UHC and HPPI each may as well as to exercise its all rights under Purchaser's copyright(s) in, the licenses set forth Products and the Program Documentation (as defined in Section 6.4.3 above with respect to 28 hereof), for itself, its customers and its sublicensees for any and all purposes contemplated in this Agreement and in the Source CodeReseller Agreement; provided that, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery although this license is granted as of the Source Code by date of this Agreement, as amended, Seller agrees that it shall not use or otherwise exercise the Escrow Agent, Novation, VHA, UHC License unless and HPPI each shall maintain until the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first earlier to occur of: (ai) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by NovationSeller pursuant to subsections 13(b), VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then (d), (e), or (f) (a "For-Cause Termination"), or (ii) the occurrence of a Company Default (as defined in the Put Agreement) which is not cured within the applicable thirty (30) day cure period, and only for so long as such rights Company Default remains uncured. No further actions shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations be required by Seller or Purchaser to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novationlicense effective. (ce) Service Provider shall cause Neoforma (or its successor, if anyThe fourth sentence of Section 14(b) to maintain in full force and effect any source code escrow in effect on of the Effective Date until Development Agreement is amended by adding the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date following language to the software that is the subject of such escrow. In lieu beginning of the foregoing, Service Provider may subject all such software sentence: "Subject to the Escrow last sentence of Section 3 of the Put Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace,".

Source Code Escrow. (a) Prior to the Effective Date, Service Provider A. Licensed Product Source Code shall have be deposited with a current version of the mutually acceptable source code escrow agent. The costs of basic Source Code Escrow services (excluding optional services available to Licensor as the extent such depositing party) will be funded by Avaya. Avaya may terminate this Agreement without cost or liability in the event that the parties have not entered into a source code is owned escrow agreement by Service ProviderSeptember 1, 2003, or such subsequent date to which the parties shall agree in writing. B. Licensor shall deposit revised and/or new Source Code within thirty (30) for the GHX Exchange Software and the Client Software and days of Licensor's issuance of any other software required to provide the Services and Upgrade, Update or New Version of any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another then-current release of each Licensor Product. The escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant will be directed to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each Avaya in the event that a) Avaya notifies Licensor that the support provided by Licensor pursuant to the section entitled "CUSTOMER SUPPORT" has fallen below the indicated acceptable Tier IV support minimums set forth in Schedule B over a five day period and Licensor fails to bring its support up to the acceptable minimums over the five day period commencing the day after receipt of Novationsuch notice, VHAb) VMI fails to correct a material defect in a Licensed Product and restore its operation to within specification within one hundred sixty-eight (168) hours of Licensor's receipt of notice of the defect or c) Licensor becomes insolvent or is the subject of a petition instituting bankruptcy, UHC receivership, insolvency, reorganization or other similar proceedings ("Licensor Insolvency"). Licensor shall obtain and HPPI. provide Avaya such consents to the subordination of third party rights as Avaya shall deem necessary to ensure that none of the rights granted Avaya in this section of this Agreement can be adversely affected by or impaired through the exercise by third parties of their rights in and relating to Licensor Products. C. Upon the delivery release of the Source Code by due to the Escrow Agentfailure of Licensor to discharge its customer support obligations properly and fully, NovationAvaya shall have a non-exclusive, VHA, UHC royalty-free worldwide right and HPPI each shall maintain license to use the Source Code in confidence in accordance with Section 10.1any lawful manner to maintain and support Licensed Products. Novation, VHA, UHC and HPPI each Avaya shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to the escrow upon agent, and the foregoing license shall be suspended, if Licensor restores its support performance within the minimum acceptable levels set forth in Schedule B within thirty (30) days of the release of such materials to Avaya ("Cure Period"). Should Licensor fail to restore its support performance to within the minimum acceptable levels set forth in Schedule B within the Cure Period, the license described in the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination sentence of this Agreement if this Agreement has been terminated by paragraph shall remain in effect until Avaya is no longer contractually obligated to provide customer support to any Authorized Provider, Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to or End User. D. Upon the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure release of the Source Code by itdue to the failure of Licensor to correct a material defect in a Licensed Product within the specified period in which it is to be corrected or Licensor Insolvency, or any third party operating under the direction of it. All expenses associated with providing Avaya shall have a perpetual, non-exclusive, royalty-free worldwide right and license to use the Source Code escrow for the benefit of Novationin any lawful manner to: (i) maintain and support Licensed Products, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if anyii) to maintain in full force modify and effect any source code escrow in effect on enhance the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma Licensed Products as Avaya desires, and (or its successoriii) to promptly deposit in such escrow any and all material revisions license the modified or modifications after the Effective Date enhanced Licensed Product pursuant to the software that is the subject terms of such escrow. In lieu Section 7 of the foregoing, Service Provider may subject all such software to the Escrow this Agreement, provided, with respect to iii that Licensor pays royalties under Section 12 of this Agreement to any successor in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplaceinterest of Licensor.

Source Code Escrow. During the Term of the Agreement and any extension, Unisys agrees, at UHS’ cost (awhich shall be commercially reasonable), to maintain the Source Code (defined below) Prior to the Effective Date, Service Provider shall have deposited a current version of the source code (to the extent such source code is owned by Service Provider) for the GHX Exchange Unisys Proprietary Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current VersionUnisys Source Code”) in escrow with Iron MountainData Securities International, Inc. or another escrow agent reasonably agreed by the Parties (“DSI”) and, subject to an Escrow Agreement (the “Escrow AgentAgreement”) pursuant attached hereto as Exhibit 35 signed by Unisys, UHS and DSI. The version maintained at all times, shall be the version used by Unisys to an escrow agreement executed by each of the Parties and provide Services to UHS so that if a release event occurred, UHS could operate without interruption. Unisys shall also deposit under the Escrow AgentAgreement the Source Code to any updates, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement formchanges, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold alterations, or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Unisys Proprietary Software or the Client Software (together as they are made, so as to be current with the Current Version, version operated by Unisys for the “benefit of UHS. UHS may only access the Unisys Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS Code in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence event that any of an Activation Event (as verified in accordance *** Represents text deleted pursuant to a confidentiality treatment request filed with the terms of the escrow agreement), Novation, VHA, UHC Securities and HPPI each may exercise its rights Exchange Commission pursuant to Rule 24b-2 under the licenses Securities Exchange Act of 1934, as amended. the release conditions set forth in Section 6.4.3 above 4 of the Escrow Agreement (except for 4.1(a)) and/or any of the following permanent release conditions, and notwithstanding anything to the contrary in the Escrow Agreement, release shall not be subject to objection or contrary instructions by Unisys: (i) Upon termination of the Agreement for Change in Control of Unisys (Section 24.02); (ii) In the event Unisys discontinues (or UHS is unable to acquire) standard, commercially available maintenance for the Unisys Proprietary Software version used by or for the benefit of UHS, on commercially reasonable terms and conditions and pricing; or (iii) In the event that Unisys fails to carry out maintenance or support obligations (or is relieved of its obligations to do so under a force majeure event) with respect to the Source CodeUnisys Proprietary Software imposed on it pursuant to the Agreement or Exhibit 1. UHS shall have the right at any time to verify the Deposits made to DSI by Unisys, and the Escrow Agent Unisys shall deliver the Source Code to each of Novationprovide UHS all information and assistance, VHA, UHC and HPPI. Upon the delivery including object code versions of the Source Code by Unisys Proprietary Software, to do so, at no cost to UHS. Unisys hereby grants to UHS a paid-up, non-exclusive, royalty-free, non-transferable (except to its assignees under Section 33.01(3) or to its Affiliates), worldwide, license for the Escrow Agent, Novation, VHA, UHC remaining term of the related software license to alter copy and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to support its license of the Software as set forth in this Agreement and to authorize third parties to exercise Novationsuch rights in each case solely for the benefit of UHS. Such license shall be at least as broad as the license to the object code. UHS agrees, VHAhowever, UHC to forbear from accessing and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return using the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if until such time as UHS is entitled, in accordance with this Agreement has been renewed prior Agreement, to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure release of the Source Code by it, or any third party operating under out of escrow. UHS shall have the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successorright, if any) necessary, to maintain in full force and effect any source code escrow in effect on reverse engineer the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or Unisys Proprietary Software solely as necessary to support its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplaceuse thereof.

Source Code Escrow. (ai) Prior Upon the completion of the initial customization work, Licensor shall deliver the source code and all documentation for the Licensed Software to the Effective DateEscrow Agent subject to an Escrow Agreement in substantially the form attached hereto as Appendix A ("Escrow Agreement"), Service Provider which forms an integral part of this Agreement, and shall deposit with the Escrow Agent an actual copy of the source code and all documentation for the Licensed Software every six months, beginning on June 30th, 1998, unless the deposited material has been already exchanged against an upgrade during a foregoing six month period. Licensor and Licensee shall use their best efforts to enter into such an Escrow Agreement as soon as possible after the effective date of this Agreement. (ii) Whenever Licensor provides Licensee with an upgrade of the Licensed Software, Licensor shall within ten business days thereafter deposit with the Escrow Agent the source code and documentation for the upgrade. (iii) If, on June 30 or December 31 of any year, there have deposited been no upgrades of the Licensed Software requiring a deposit of the upgraded software in accordance with the preceding section during the preceding six months but there have been minor changes, Licensor shall, within ten business days deposit the source code for the then-current version of the Licensed Software. (v) The source code (and documentation) shall be released from escrow to Licensee, temporarily or permanently, solely upon the occurrence during the term of this Agreement one of the following "Escrow Release Events" defined below: (A) permanently, if Licensor becomes insolvent or admits insolvency or admits a general inability to pay its debts as they become due; (B) permanently, if Licensor files a petition for protection under the Bankruptcy Code of the United States, or an involuntary petition in bankruptcy is filed against Licensor and is not dismissed within sixty days thereafter; (C) permanently, if Licensor should commence proceedings to dissolve as a legal entity; (D) temporarily, if Licensor proves unable or unwilling to carry out a reasonable customization request of Licensee upon Licensee's offer to pay reasonable compensation for such work and/or to provide within due course its Services according to Section 3 (a) (I) of the Software Maintenance Agreement. (vi) Licensor hereby grants to Licensee all rights to modify and use the source code within the scope of the license granted by Section 1 of this Agreement upon occurrence of an Escrow Release Event. (vii) If Licensee desires to obtain the Source Code Escrow Package from the Escrow Agent upon the occurrence of a Release Event, then: (A) Licensee shall comply with the procedures set forth in the Escrow Agreement to document the occurrence of the Release Event; (C) If the release is a temporary one, then Licensee shall promptly return all released materials to the extent such source code is owned by Service Provider) for Escrow Agent when the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating circumstances leading to the Novation Marketplace as it exists immediately before the Effective Time release are no longer in effect; and (the “Current Version”D) with Iron MountainLicensee shall promptly respond, Inc. fully and completely, to any and all requests for information from Licensor concerning Licensee's use or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies contemplated use of the source code and the names and affiliations of any Updates or other modifications the individual(s) having access to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreementcode. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. (a) Prior to Within 30 days of the Effective Date, Service Provider Extricity will amend its existing Source Code Escrow arrangement to include AspenTech as a beneficiary, and such Source Code Escrow will include all the Extricity Products which are subject to this Agreement. Release provisions for the Source Code Escrow shall have deposited a current version be: (i) bankruptcy or insolvency of Extricity; or (ii) termination by Extricity of the source code (licensing, support and maintenance of Extricity Products, and there is no successor in interest to the extent such source code is owned by Service Providerobligations of Extricity under this Agreement; or (iii) for the GHX Exchange Software Change of Control of Extricity and the Client Software acquirer is a Direct Competitor of AspenTech and any other software required to provide either Extricity or the Services and any associated documentation that exists, other than software relating Direct Competitor of AspenTech materially breaches this Agreement subsequent to the Novation Marketplace as it exists immediately before Change of Control and such material breach is not cured within 30 days of written notice from AspenTech, such notice setting forth in detail the Effective Time (material breach. For purposes of this Section 3(a), a "Change of Control" will mean the “Current Version”) with Iron Mountain, Inc. acquisition by a third party of 51% or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each more of the Parties combined voting power of an entity's then outstanding voting securities and the Escrow Agenta "Direct Competitor of AspenTech" will mean an entity which is listed on Exhibit G, in form and substance satisfactory to each as such exhibit may be modified by mutual agreement of the Parties (“Escrow Agreement”)parties from time to time. The Escrow Agreement For the purposes of this provision, 'material breach' shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved include without limitation a material failure by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software Extricity or the Client Software (together with the Current Versionacquirer to fulfill its obligations set forth in Sections 2, the “Source Code”3(b), to the extent there are Updates or other modifications delivered to Novation6, VHA8, UHC 9.3, 10, 11, 14, 15, 16, 17, 21 and HPPI, each six (6) months during the Term 22.1 of this Agreement. Promptly after the Effective Date and from The provisions of subsection 3(a)(iii) will not apply if, prior to time a Change of Control of Extricity to time hereaftera Direct Competitor of AspenTech, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreementthere has been a Change of Control of AspenTech. (b) Upon If there is a release of the occurrence Source Code pursuant to the terms of an Activation Event Section 3(a)(iii), then the Source Code shall be released to AspenTech from the Source Code Escrow, and AspenTech may use the license granted hereby, for the period of 24 months from the date of such release (as verified the "Release Period"), to use the Source Code to support, Upgrade and Update the Extricity Products to the extent necessary to allow AspenTech to continue to license the Extricity Product to its customers and provide related support in accordance with the terms of this Agreement for the escrow agreementRelease Period. In such event, AspenTech shall be required to fulfill all of its obligations under this Agreement, including but not limited to, the obligations to protect the Intellectual Property Rights of Extricity, use the Extricity Products only for the purposes specified in this Agreement, and to pay the applicable Royalty Amounts under this Agreement until the end of the Release Extricity Software 7 Proprietary and Confidential 8 SEC Exhibit 10.44 Period; provided however, that the Royalty Amount will be decreased to an amount equal to [redact]% of the then current Royalty Amount for the first 12 months of the Release Period and then decreased to [redact]% of the then current Royalty Amount for the last 12 months of the Release Period. If there is a release of the Source Code pursuant to the terms of Sections 3(a)(i) and (ii), Novation, VHA, UHC and HPPI each may exercise its rights under then the licenses limitations on the release as set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a3(b) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novationwill not apply. (c) Service Provider Within 30 days after Extricity makes a New Release, Update, Upgrade, the Source Code and Documentation for the same shall cause Neoforma (or its successor, if any) to maintain be deposited with the Escrow Agent by Extricity in full force compliance with the terms and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject conditions of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement. Extricity shall provide AspenTech timely notice of each such New Releases, in which case “Source Code” shall be deemed to includeUpdates, in addition to Upgrades so that AspenTech can exercise its rights and confirm the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplacetimely deposit as specified herein.

Source Code Escrow. (a) Prior In order to the Effective Date, Service Provider shall assure that Digital and various other HealthAxis licensees will have deposited a current version of access to the source code for the Non-Retail Presentation Layer Software and Other Common Modules in the event of HealthAxis' ceasing its business (whether voluntarily or involuntarily) without provision for a successor to continue such business, HealthAxis has deposited, and will deposit from time to time, the source code in accordance with an Escrow Agreement (herein so called) previously entered into between HealthAxis and Fort ▇▇▇▇ Escrow Services, Inc. (the "Escrow Agent"), a copy of which Escrow Agreement has been provided to Digital. The following provisions shall govern with respect to the extent such source code is owned by Service Providerescrow: (i) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating HealthAxis will add Digital to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each list of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of beneficiaries under the Escrow Agreement. Service Provider further agrees to ; (ii) HealthAxis will update the source code deposit copies at least semi-annually; (iii) Conditions for release of the source code of any Updates or other modifications the escrowed software to beneficiaries pursuant to the GHX Exchange Software or Escrow Agreement shall include (A) in the Client Software event HealthAxis ceases conducting business in the normal course (together with the Current Version, the “Source Code”and does not provide for a successor to continue such business), to or (B) HealthAxis institutes any proceedings for the extent there are Updates or other modifications delivered to Novationwinding up, VHA, UHC termination and HPPI, each six (6) months during the Term liquidation of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall depositits business, or cause (C) Digital provides written certification to be deposited all source code relating to NPS Escrow Agent certifying such facts which is not contested within the time specified in the escrow arrangements contemplated by the Escrow Agreement.; (biv) Upon In the occurrence of an Activation Event (as verified in accordance with event the source code is released to Digital from escrow under the terms of the escrow agreement)Escrow Agreement, Novation, VHA, UHC and HPPI each may exercise its rights under Digital's use of the licenses set forth in Section 6.4.3 above with respect source code shall be limited to the Source Codeuses of the license granted under Article III hereof; Digital/HealthAxis - Page 4 Software License and Consulting Agreement (v) HealthAxis may elect at any time, and after written notice to Digital, to replace the Escrow Agent with another reputable, independent escrow firm reasonably selected by HealthAxis; (vi) HealthAxis shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider responsible for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating expenses under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, ; (vii) The Escrow Agreement shall not be modified or terminated in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.any way that affects Digital's rights hereunder without Digital's prior written consent; or

Source Code Escrow. [Only include this section in cases where the University requires Source Code Escrow. Usually Source Code Escrow involves a third party (aholder of Source Code in escrow) Prior to and therefore a three party stand alone agreement should be attached and/or referenced in this SLSA.] 24.1 Within thirty (30) days of the Effective Date, Service Provider shall have deposited Supplier shall, at its own expense, (a) establish a current version of the source code Source Code escrow (to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current VersionEscrow”) with Iron Mountain, Inc. or another an escrow agent reasonably agreed by the Parties (the “Escrow Agent”) reasonably acceptable to University pursuant to an escrow a written agreement executed by each of (the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“Escrow Agreement”) which complies with the terms of this Agreement, and which Escrow Agreement either (i) shall be jointly signed by Supplier and University or (ii) shall be an already existing Escrow Agreement, with respect to which University shall become a signatory; and (b) deposit into said Escrow, the Source Code for the Software, including code for any Enhancements hereafter developed, and all technical and design Documentation relating to such Source Code which would allow a reasonably competent software programmer to understand, use, support and modify such Source Code (collectively, the “Deposit”). Supplier shall update the Deposit whenever an Enhancement is made available to University, but not less frequently than quarterly, such that at least on a quarterly basis the Deposit shall be complete and accurate as it relates to the then-current Version of the Software. The Escrow Agreement shall have such other provisions as may be based on mutually agreeable. Supplier shall pay all costs of the Escrow, and the Escrow AgentAgreement shall provide that before the Escrow Agent can terminate the Escrow for failure to pay, the Escrow Agent must give at least thirty (30) days prior written notice to University. 24.2 The Escrow Agreement shall provide that upon University’s standard three-party master escrow agreement form, with release conditions conforming written notice to the Activation Events and such other changes as are approved by the Parties. None Escrow Agent that a Release Condition has occurred (“Notice of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source CodeRelease Condition”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery a copy of the Source Code by Deposit to University, and a written notice to Supplier that a “release” has been made under the Escrow Agent, Novation, VHA, UHC and HPPI each Agreement (a "Release Notice"). A “Release Condition” shall maintain mean the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration existence of one or more of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.following events:

Source Code Escrow. (a) Prior to Seller has escrowed the Effective Datesource code for NetObjects ScriptBuilder with Data Security International, Service Provider shall have deposited Inc. ("DSI") or such escrow agent that might replace DSI at a current version subsequent date, including all related documentation and programmers' notes (collectively, the "Source Materials"). Seller will maintain such escrow during the term of the Agreement. Seller will list Buyer as a beneficiary of the source code (escrow pursuant to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each terms of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“standard "Source Code Escrow Agreement”). The Escrow Agreement shall be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming ," used by DSI as revised to the Activation Events and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees conform to deposit copies of the source code of any Updates or other modifications to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow AgreementSection 3.02. (b) Upon Buyer shall further in writing agree and confirm that the occurrence Source Materials shall be deemed confidential information of an Activation Event (as verified in accordance Seller pursuant to the Asset Purchase Agreement, with the terms actual date of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under Materials being deemed the direction initial and final disclosure date of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novationdisclosure thereunder. (c) Service Provider Buyer shall cause Neoforma be entitled to obtain the Source Materials under this Agreement if Seller (i) fails to make available or its successorperform maintenance and support services, if any) to maintain including the services described in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date Section 3.01, for NetObjects ScriptBuilder pursuant to the software terms of this Agreement and Seller has not cured such failure within three (3) business days despite Buyer's demand that Seller make available or perform such services; (ii) files or is the subject of the filing of a petition by or against Seller for relief under the United States Bankruptcy Code, makes a general assignment for the benefit of creditors, appoints or has appointed a general receiver or trustee in bankruptcy for Seller's business or property, provided that any such escrow. In lieu events will not apply if within fifteen (15) days thereafter Seller or its receiver or trustee provides assurances, reasonably satisfactory to Buyer, of Seller's continuing ability and willingness to fulfill all material obligations under this Agreement; or (iii) ceases business operations generally, unless within fifteen (15) days thereafter a capable successor to the Seller, reasonably satisfactory to Buyer, agrees to continue to make available and perform such maintenance and services. (d) Seller hereby grants to Buyer, to be effective upon any release of the foregoing, Service Provider may subject all such software to Source Materials in accordance with the Escrow Agreement, in which case “Source Code” shall be deemed to includea perpetual, in addition worldwide, royalty-free non-exclusive license, subject to the GHX Exchange Software limitations set forth in this Section 3.02(d), to use, copy, modify, perform, display and Client Softwareprepare derivative or collective works of the Source Materials for the purpose of providing support and maintenance of NetObjects ScriptBuilder, all and for the corresponding software relating purpose of customization and integration of the NetObjects ScriptBuilder with the Buyer's products, including without limitation the preparation of derivative works consisting of bug fixes and updates, which Buyer may distribute and sublicense externally in object code form only. The parties acknowledge and agree that the arrangement referred to above is an agreement supplementary to this Agreement for purposes of Section 365(n) of the Novation MarketplaceUnited States Bankruptcy Code.

Source Code Escrow. Licensor has escrowed the source code for the Business Products with Data Security International, Inc. (a"DSI") Prior to or such escrow agent that might replace DSI at a subsequent date. Licensor will maintain such escrow during the Effective Date, Service Provider shall have deposited term of the Agreement. Licensor will list Licensee as a current version beneficiary of the source code (escrow pursuant to the extent such source code is owned by Service Provider) for the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that exists, other than software relating to the Novation Marketplace as it exists immediately before the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) pursuant to an escrow agreement executed by each terms of the Parties and the Escrow Agent, in form and substance satisfactory to each of the Parties (“standard "Source Code Escrow Agreement”)," used by DSI as revised to conform to this Article III. The Escrow Agreement shall For the purposes of this Amendment: (a) the Business Products will be based on the Escrow Agent’s standard three-party master escrow agreement form, with release conditions conforming to the Activation Events and deemed Escrowed Materials as such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of term is used in the Escrow Agreement; (b) Notwithstanding anything in the Escrow Agreement to the contrary, when requesting access to or a copy of any Escrowed Material, Licensee shall in writing agree and confirm that it will have only the license rights granted to it by the Option Agreement and this Software License Agreement. Service Provider Licensee shall further in writing agree and confirm that the Escrowed Material shall be deemed confidential Information of Licensor pursuant to the Confidential Disclosure Agreement between Licensor and Licensee as of August 31, 2000, with the actual date of disclosure of the Escrowed Materials being deemed the initial and final disclosure date of disclosure thereunder. (c) So long as Licensee is current with its obligations at that time, Licensee shall be entitled to obtain the source code, limited to the Business Products, under this Agreement if Licensor (i) fails to make available or perform maintenance and support services, including the services described in Section 2.04, for the Business Products pursuant to the terms of this Agreement during a period in which Licensee is entitled to such services and Licensor has not promptly cured such failure despite Licensee's demand that Licensor make available or perform such services; (ii) files or is the subject of the filing of a petition by or against Licensor for relief under the United States Bankruptcy Code, makes a general assignment for the benefit of creditors, appoints or has appointed a general receiver or trustee in bankruptcy for Licensor's business or property, provided that any such events will not apply if within 30 days thereafter Licensor or its receiver or trustee provides assurances, reasonably satisfactory to Licensee, of Licensor's continuing ability and willingness to fulfill all material obligations under this Agreement; or (iii) ceases business operations generally, unless within 30 days thereafter a capable successor to the Business Products and Services, reasonably satisfactory to Licensee, agrees to deposit copies continue to make available and perform such maintenance and services. Upon release of the source code from escrow it may only be used, executed, and reproduced by Licensee internally for the purpose of any Updates or other modifications to providing support and maintenance of Business Products, and for the GHX Exchange Software or purpose of customization and integration of the Client Software (together Business Products with the Current VersionLicensee's software products, including without limitation the “Source Code”)preparation of derivative works consisting of bug fixes and updates, to the extent there are Updates or other modifications delivered to Novationwhich Licensee may distribute and sublicense externally in object code form only, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreement. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. NovationLicensee must continue to pay the Royalty on the Business Products, VHAas specified in Section 1.02(a) and at all times during which it has the source code; provided, UHC and HPPI each shall promptly return however, that if Licensee has obtained the Source Code source code due to escrow upon the first to occur of: (a) the expiration any of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; contingencies specified in clauses (bii) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of this Section 6.4.3(d3.01(c), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (dRoyalty payable under Section 1.02(a) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novationreduced from $15,000 per copy to $10,000 per copy. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.

Source Code Escrow. (a) Prior Upon the licensing of the Software to a Customer, IMNET agrees to establish an escrow account with Fort Knox ▇▇▇row Services, Inc. (the "Escrow Agent"). IMNET shall deposit into the Escrow Account the source code for the Software under the terms of the Escrow Agent's standard Escrow Agreement. If Distributor obtains access to the Effective Datesource code of the Software pursuant to the terms of the Escrow Agreement, Service Provider Distributor shall have deposited a current version use the source code solely for the support of Customers and said source code shall be subject to the restrictions on use, transfer, sales and reproduction placed on the Software itself by this Agreement. b) Provided that the Distributor is not then in default under the terms of this Agreement or the Escrow Agreement and subject to the provisions set forth below and in the Escrow Agreement, the Escrow Agent shall provide to the Distributor one complete copy of the source code upon occurrence of any one or more of the following events: i) IMNET ceases, for any reason, to do business (other than the sale of its business to a party which assumes IMNET's obligations hereunder); or ii) Provided that IMNET is obligated to provide maintenance services for the Software to Customer(s) under this Agreement or any other agreement between Customer(s) and IMNET, the failure by IMNET, following not less that 90 days written notice from Customer clearly indicating the alleged default, to maintain the Software and such failure substantially impairs Customer's ability to operate and use the Software in accordance with IMNET's documentation. c) In the event that the parties do not agree as to the extent occurrence of one of the above events, the parties hereby agree no such source code is owned by Service Provider) for occurrence shall be deemed to have occurred unless and until the GHX Exchange Software and the Client Software and any other software required to provide the Services and any associated documentation that existsArbitrator has found, other than software relating after hearing as to the Novation Marketplace as it exists immediately before facts, that such occurrence has taken place. d) If any of the Effective Time (the “Current Version”) with Iron Mountain, Inc. or another escrow agent reasonably agreed by the Parties (the “Escrow Agent”) escrowed materials which may be provided to Distributor pursuant to an escrow agreement executed by each of the Parties this Section and the Escrow AgentAgreement contains third-party software (e.g., in form and substance satisfactory compilers, utilities) used to each prepare machine-readable copies of the Parties (“Escrow Agreement”). The Escrow Agreement Software, Distributor shall be based on responsible for obtaining any required licenses from the Escrow Agent’s standard threethird-party master escrow agreement form, with release conditions conforming licensors for the use of such software. e) It is expressly understood that this Section pertains to the Activation Events right to use the Software and such other changes as are approved by the Parties. None of the Parties shall unreasonably withhold or delay its approval of the Escrow Agreement. Service Provider further agrees that no rights to deposit copies ownership of the source code shall pass from IMNET to Distributor, unless expressly agreed upon herein in writing. It is also expressly understood that this source code is the confidential and secret asset of IMNET and the source code will be secured by Distributor and not reproduced or copied, or be made available to any Updates other party. It is also expressly understood that the source code will either be returned to IMNET or other modifications destroyed once the default which gave Distributor access to the GHX Exchange Software or the Client Software (together with the Current Version, the “Source Code”), to the extent there are Updates or other modifications delivered to Novation, VHA, UHC and HPPI, each six (6) months during the Term of this Agreement. Promptly after the Effective Date and from to time to time hereafter, Service Provider shall deposit, or cause to be deposited all source code relating to NPS in the escrow arrangements contemplated by the Escrow Agreementis removed. UNDER NO CIRCUMSTANCES IS THE SOURCE CODE TO BE SOLD, TRANSFERRED, OR COPIED BY DISTRIBUTOR. (b) Upon the occurrence of an Activation Event (as verified in accordance with the terms of the escrow agreement), Novation, VHA, UHC and HPPI each may exercise its rights under the licenses set forth in Section 6.4.3 above with respect to the Source Code, and the Escrow Agent shall deliver the Source Code to each of Novation, VHA, UHC and HPPI. Upon the delivery of the Source Code by the Escrow Agent, Novation, VHA, UHC and HPPI each shall maintain the Source Code in confidence in accordance with Section 10.1. Novation, VHA, UHC and HPPI each shall use the Source Code to exercise Novation, VHA, UHC and HPPI’s rights under Section 6.4.3 and for no other purpose. Novation, VHA, UHC and HPPI each shall promptly return the Source Code to escrow upon the first to occur of: (a) the expiration of the Initial Term or if this Agreement has been renewed prior to the Activation Event, the Renewal Term; (b) immediately upon termination of this Agreement if this Agreement has been terminated by Service Provider as a result of an uncured material breach by Novation, VHA, UHC and HPPI; (c) if Novation, VHA, UHC and HPPI’s rights with respect to the Source Code are activated as a result of the event described in clause (iii) of Section 6.4.3(d), then such rights shall cease at such time when Service Provider has cured the factors that have caused such event to occur and Service Provider becomes able to fulfill its obligations to make the GHX Exchange available, and Service Provider is able to demonstrate such capability to Novation’s reasonable satisfaction; or (d) when Novation, VHA, UHC and HPPI have no further need to utilize the licenses granted in this Section 6.4. Novation, VHA, UHC and HPPI shall each be liable to Service Provider for all damages incurred by Service Provider arising from or relating to any unauthorized disclosure of the Source Code by it, or any third party operating under the direction of it. All expenses associated with providing the Source Code escrow for the benefit of Novation, VHA, UHC and HPPI shall be paid by Novation. (c) Service Provider shall cause Neoforma (or its successor, if any) to maintain in full force and effect any source code escrow in effect on the Effective Date until the Migration Deadline. Service Provider shall also cause Neoforma (or its successor) to promptly deposit in such escrow any and all material revisions or modifications after the Effective Date to the software that is the subject of such escrow. In lieu of the foregoing, Service Provider may subject all such software to the Escrow Agreement, in which case “Source Code” shall be deemed to include, in addition to the GHX Exchange Software and Client Software, all the corresponding software relating to the Novation Marketplace.