Common use of Source Code Escrow Clause in Contracts

Source Code Escrow. ▇▇▇▇ shall deposit in escrow all source code for software necessary to operate the ▇▇▇▇ Product (including source code for software within the Interrogator, as may exist as of the date hereof and as updated), as imaged on a hard drive with all of the files and utilities necessary to compile or synthesize the source code, together with any documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code (collectively, “▇▇▇▇ Product Deposit Materials”) with [****]. ▇▇▇▇ shall periodically update such ▇▇▇▇ Product Deposit Materials with the latest versions thereof, but no less frequently than once each calendar quarter. The ▇▇▇▇ Product Deposit Materials shall be released to Intuitive in the event any of the following occurs (but not in any other case): (i) refusal of ▇▇▇▇ to perform continued development, maintenance, upgrading, or support of the software within the ▇▇▇▇ Product Deposit Materials under ▇▇▇▇’▇ standard rates or under other reasonable and customary terms (it being understood that ▇▇▇▇ has no obligation to do so hereunder outside of the Development Program or outside of obligations arisen from the triggering of Standby Rights under Section 8.3) or failure of ▇▇▇▇ to provide such services after agreeing to do so (following notice and an opportunity to cure such failure within [****], and (ii) the bankruptcy, liquidation or insolvency of ▇▇▇▇ or an assignment for the benefit of creditors by ▇▇▇▇. All fees and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. expenses payable to [****] for the establishment and maintenance of such escrow arrangement shall be borne and paid by Intuitive. Within [****] days following the date of this Amendment, the Parties shall negotiate and enter into an escrow agreement between the Parties and [****] to establish the escrow arrangement described above under the terms and conditions described above (and other reasonable and customary terms and conditions). ▇▇▇▇ shall make the initial deposit of the materials described above into escrow within [****] after such escrow agreement is entered into.

Source Code Escrow. ▇During the period commencing on the Closing Date and ending fifteen (15) years thereafter, Han▇▇▇ shall ▇▇all deposit and maintain in escrow all source code for software necessary to operate within the ▇Licensed Han▇▇▇ Product ▇▇ and Licensed Lun▇ ▇▇ (including source code for software within the Interrogator, as may exist as of the date hereof and as updated), as imaged on a hard drive with all of the files and utilities necessary to compile or synthesize the source code, together with any documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code code) in Han▇▇▇’▇ ▇▇ssession and under Han▇▇▇’▇ ▇▇ntrol for software necessary to operate Products within the Licensed Fields and using FOSSL [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED EXECUTION COPY Technology, or developed by Han▇▇▇ ▇▇rsuant to any separate agreement with Philips and involving or relating to FOSSL Technology as imaged on a hard drive (collectively, “▇▇▇▇ Product Deposit Source Code Materials”) with [***] (or, if [*]. ▇**] is not reasonably available, with another reputable software escrow company to be mutually agreed by the Parties). 5.1 During such period, Han▇▇▇ shall ▇▇all periodically update such ▇▇▇▇ Product Deposit Source Code Materials with the latest versions thereof, but no less frequently than once each calendar quarter. The thereof in Han▇▇▇’▇ Product Deposit ▇▇ssession and under Han▇▇▇’▇ ▇▇ntrol. 5.2 During such period, the Source Code Materials shall be released to Intuitive Philips in the event any of the following occurs (but not in any other case): (i) refusal bankruptcy, liquidation or insolvency of Han▇▇▇ ▇▇ an assignment for the benefit of creditors by Han▇▇▇, ▇r in the event that Philips requires access to the Source Code Materials to comply with any governmental request. In addition, unless otherwise provided for separately in an agreement between Han▇▇▇ ▇▇d Philips, if Philips requests modifications to software licensed hereunder, including without limitation bug fixes or additional functionality requested by Philips, and Han▇▇▇ ▇▇fuses to perform continued the development, maintenance, upgrading, maintenance or support of the such software within the ▇▇▇▇ Product Deposit Materials under ▇requested by Philips at Han▇▇▇’▇ standard ▇▇andard rates or under other reasonable and customary terms (it being understood that ▇Han▇▇▇ has ▇▇s no obligation to do so hereunder outside of the Development Program or outside of obligations arisen from the triggering of Standby Rights under Section 8.3) or failure of ▇so), then Han▇▇▇ to provide such services after agreeing to do so (following notice and an opportunity to cure such failure within [****], and (ii) the bankruptcy, liquidation or insolvency of ▇▇▇▇ or an assignment for all cause the benefit release of creditors by ▇▇▇▇the applicable portion of the software to Philips. Philips shall protect the confidentiality of any source code made available to it hereunder with the same degree of care it uses to protect its own source code and in any event no less than reasonable care. 5.3 All fees and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. expenses payable to [****] (or such other escrow company, if any) for the establishment and maintenance of such escrow arrangement shall be borne and paid by Intuitive. Within [****] days following Philips. 5.4 If Han▇▇▇ ▇▇s in Han▇▇▇’▇ ▇▇ssession and under Han▇▇▇’▇ ▇▇ntrol any source code within the date Licensed Lun▇ ▇▇ (e.g., after the release of this Amendment, the Parties shall negotiate and enter into an escrow agreement between the Parties and [****] such source code to establish the escrow arrangement described above under Han▇▇▇ ▇▇rsuant to the terms and conditions described above (and other reasonable and customary terms and conditions). of Han▇▇▇’▇ shall make ▇▇crow agreement with Lun▇, ▇n the initial event of a default by Lun▇ ▇▇ich causes such source code to be released from escrow), Han▇▇▇ ▇▇all deposit such source code into escrow for inclusion as part of the materials described above into escrow within [****] after such escrow agreement is entered intoSource Code Materials hereunder.

Source Code Escrow. During the period commencing on the Closing Date and ending fifteen (15) years thereafter, ▇▇▇▇▇▇ shall deposit and maintain in escrow all source code for software necessary to operate within the Licensed ▇▇▇▇▇▇ Product IP and Licensed ▇▇▇▇ IP (including source code for software within the Interrogator, as may exist as of the date hereof and as updated), as imaged on a hard drive with all of the files and utilities necessary to compile or synthesize the source code, together with any documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code code) in ▇▇▇▇▇▇’▇ possession and under ▇▇▇▇▇▇’▇ control for software necessary to operate Products within the Licensed Fields and using FOSSL Technology, or developed by ▇▇▇▇▇▇ pursuant to any separate agreement with Philips and involving or relating to FOSSL Technology as imaged on a hard drive (collectively, “▇▇▇▇ Product Deposit Source Code Materials”) with [***] (or, if [*]. **] is not reasonably available, with another reputable software escrow company to be mutually agreed by the Parties). 5.1 During such period, ▇▇▇▇▇▇ shall periodically update such ▇▇▇▇ Product Deposit Source Code Materials with the latest versions thereof, but no less frequently than once each calendar quarter. The thereof in ▇▇▇▇ Product Deposit Materials shall be released to Intuitive in the event any of the following occurs (but not in any other case): (i) refusal of ▇▇▇▇ to perform continued development, maintenance, upgrading, or support of the software within the ▇▇▇▇ Product Deposit Materials under ▇▇▇▇’▇ standard rates or possession and under other reasonable and customary terms (it being understood that ▇▇▇▇ has no obligation to do so hereunder outside of the Development Program or outside of obligations arisen from the triggering of Standby Rights under Section 8.3) or failure of ▇▇▇’▇ control. CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 5.2 During such period, the Source Code Materials shall be released to provide such services after agreeing to do so (following notice and an opportunity to cure such failure within [****], and (ii) Philips in the event of the bankruptcy, liquidation or insolvency of ▇▇▇▇▇▇ or an assignment for the benefit of creditors by ▇▇▇▇▇▇, or in the event that Philips requires access to the Source Code Materials to comply with any governmental request. In addition, unless otherwise provided for separately in an agreement between ▇▇▇▇▇▇ and Philips, if Philips requests modifications to software licensed hereunder, including without limitation bug fixes or additional functionality requested by Philips, and ▇▇▇▇▇▇ refuses to perform the development, maintenance or support of such software requested by Philips at ▇▇▇▇▇▇’▇ standard rates or other reasonable and customary terms (it being understood that ▇▇▇▇▇▇ has no obligation to do so), then ▇▇▇▇▇▇ shall cause the release of the applicable portion of the software to Philips. Philips shall protect the confidentiality of any source code made available to it hereunder with the same degree of care it uses to protect its own source code and in any event no less than reasonable care. 5.3 All fees and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. expenses payable to [****] (or such other escrow company, if any) for the establishment and maintenance of such escrow arrangement shall be borne and paid by Intuitive. Within [****] days following ] 5.4 If ▇▇▇▇▇▇ has in ▇▇▇▇▇▇’▇ possession and under ▇▇▇▇▇▇’▇ control any source code within the date Licensed ▇▇▇▇ IP (e.g., after the release of this Amendment, the Parties shall negotiate and enter into an escrow agreement between the Parties and [****] such source code to establish the escrow arrangement described above under ▇▇▇▇▇▇ pursuant to the terms and conditions described above (and other reasonable and customary terms and conditionsof ▇▇▇▇▇▇’▇ escrow agreement with ▇▇▇▇, in the event of a default by ▇▇▇▇ which causes such source code to be released from escrow). , ▇▇▇▇▇▇ shall make the initial deposit such source code into escrow for inclusion as part of the materials described above into escrow within [****] after such escrow agreement is entered intoSource Code Materials hereunder.

Source Code Escrow. In accordance with Section 5 of the ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Agreement, SPE, ▇▇▇▇▇▇, Philips and I [***] (or, if [***] is not reasonably available, another reputable software escrow company to be mutually agreed by SPE, ▇▇▇▇▇▇ and Philips) shall enter into an escrow agreement governing the deposit and release of the Source Code Materials described in this Section 5 (such agreement, the “Escrow Agreement”). The Escrow Agreement shall also govern the deposit and release of the materials within the definition of “Source Code Materials” as defined in Section 5 of the ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Agreement in accordance with the terms and conditions of such section. During the period commencing on the Closing Date and ending fifteen (15) years thereafter, SPE shall deposit and maintain in escrow all source code for software necessary to operate within the Licensed ▇▇▇▇ Product IP (including source code for software within the Interrogator, as may exist as of the date hereof and as updated), as imaged on a hard drive with all of the files and utilities necessary to compile or synthesize the source code, together with any documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code code) in SPE’s possession and under SPE’s control for software necessary to operate Products within the Licensed Fields and using FOSSL Technology, as imaged on a hard drive (collectively, “▇▇▇▇ Product Deposit Source Code Materials”) with [***] (or, if [*]**] is not reasonably [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. ▇▇▇▇ available, with another reputable software escrow company to be mutually agreed by the Parties). 5.1 During such period, SPE shall periodically update such ▇▇▇▇ Product Deposit Source Code Materials with the latest versions thereofthereof in SPE’s possession and under SPE’s control. 5.2 During such period, but no less frequently than once each calendar quarter. The ▇▇▇▇ Product Deposit the Source Code Materials shall be released to Intuitive Philips in the event any of the following occurs (but not in any other case): (i) refusal of ▇▇▇▇ to perform continued development, maintenance, upgrading, or support of the software within the ▇▇▇▇ Product Deposit Materials under ▇▇▇▇’▇ standard rates or under other reasonable and customary terms (it being understood that ▇▇▇▇ has no obligation to do so hereunder outside of the Development Program or outside of obligations arisen from the triggering of Standby Rights under Section 8.3) or failure of ▇▇▇▇ to provide such services after agreeing to do so (following notice and an opportunity to cure such failure within [****], and (ii) the bankruptcy, liquidation or insolvency of ▇▇▇▇▇▇ or an assignment for the benefit of creditors by ▇▇▇▇▇▇, or in the event that Philips requires access to the Source Code Materials to comply with any governmental request. In addition, unless otherwise provided for separately in an agreement between ▇▇▇▇▇▇ and Philips, if Philips requests modifications to software licensed hereunder, including without limitation bug fixes or additional functionality requested by Philips, and ▇▇▇▇▇▇ refuses to perform the development, maintenance or support of such software requested by Philips at ▇▇▇▇▇▇’▇ standard rates or other reasonable and customary terms (it being understood that ▇▇▇▇▇▇ has no obligation to do so), then SPE shall cause the release of the applicable portion of the software to Philips. Philips shall protect the confidentiality of any source code made available to it hereunder with the same degree of care it uses to protect its own source code and in any event no less than reasonable care. 5.3 All fees and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. expenses payable to [****] (or such other escrow company, if any) for the establishment and maintenance of such escrow arrangement under the Escrow Agreement shall be borne and paid by Intuitive. Within [****] days following the date of this Amendment, the Parties shall negotiate and enter into an escrow agreement between the Parties and [****] to establish the escrow arrangement described above under the terms and conditions described above (and other reasonable and customary terms and conditions). ▇▇▇▇ shall make the initial deposit of the materials described above into escrow within [****] after such escrow agreement is entered intoPhilips.

Source Code Escrow. In accordance with Section 5 of the Hans▇▇-▇▇▇▇▇▇▇ ▇▇▇eement, SPE, Hans▇▇, ▇▇ilips and [***] (or, if [***] is not reasonably available, another reputable software escrow company to be mutually agreed by SPE, Hans▇▇ ▇▇▇ Philips) shall enter into an escrow agreement governing the deposit and release of the Source Code Materials described in this Section 5 (such agreement, the “Escrow Agreement”). The Escrow Agreement shall also govern the deposit and release of the materials within the definition of “Source Code Materials” as defined in Section 5 of the Hans▇▇-▇▇▇▇▇▇▇ ▇▇▇eement in accordance with the terms and conditions of such section. During the period commencing on the Closing Date and ending fifteen (15) years thereafter, SPE shall deposit and maintain in escrow all source code for software necessary to operate within the ▇▇Licensed Luna ▇▇ Product (including source code for software within the Interrogator, as may exist as of the date hereof and as updated), as imaged on a hard drive with all of the files and utilities necessary to compile or synthesize the source code, together with any documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code code) in SPE’s possession and under SPE’s control for software necessary to operate Products within the Licensed Fields and using FOSSL Technology, as imaged on a hard drive (collectively, “▇▇▇▇ Product Deposit Source Code Materials”) with [***] (or, if [*]. ▇▇▇▇ **] is not reasonably available, with another reputable software escrow company to be mutually agreed by the Parties). 5.1 During such period, SPE shall periodically update such ▇▇▇▇ Product Deposit Source Code Materials with the latest versions thereofthereof in SPE’s possession and under SPE’s control. 5.2 During such period, but no less frequently than once each calendar quarter. The ▇▇▇▇ Product Deposit the Source Code Materials shall be released to Intuitive Philips in the event any of the following occurs (but not bankruptcy, liquidation or insolvency of Hans▇▇ ▇▇ an assignment for the benefit of creditors by Hans▇▇, ▇▇ in the event that Philips requires access to the Source Code Materials to comply with any other case): (i) refusal of governmental request. In addition, unless otherwise provided for separately in an agreement between Hans▇▇ ▇▇▇ Philips, if Philips requests modifications to software licensed hereunder, including without limitation bug fixes or additional functionality requested by Philips, and Hans▇▇ ▇▇▇▇ uses to perform continued the development, maintenance, upgrading, maintenance or support of the such software within the ▇▇▇▇ Product Deposit Materials under ▇▇requested by Philips at Hans▇▇’▇ standard ▇▇▇ndard rates or under other reasonable and customary terms (it being understood that Hans▇▇ ▇▇▇ has no obligation to do so hereunder outside so), then SPE shall cause the release of the Development Program or outside applicable portion of obligations arisen from the triggering software to Philips. Philips shall protect the confidentiality of Standby Rights under Section 8.3) or failure any source code made available to it hereunder with the same degree of ▇▇▇▇ care it uses to provide such services after agreeing to do so (following notice protect its own source code and an opportunity to cure such failure within [****], and (ii) the bankruptcy, liquidation or insolvency of ▇▇▇▇ or an assignment for the benefit of creditors by ▇▇▇▇. in any event no less than reasonable care. 5.3 All fees and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. expenses payable to [****] (or such other escrow company, if any) for the establishment and maintenance of such escrow arrangement under the Escrow Agreement shall be borne and paid by Intuitive. Within [****] days following the date of this Amendment, the Parties shall negotiate and enter into an escrow agreement between the Parties and [****] to establish the escrow arrangement described above under the terms and conditions described above (and other reasonable and customary terms and conditions). ▇▇▇▇ shall make the initial deposit of the materials described above into escrow within [****] after such escrow agreement is entered intoPhilips.

Source Code Escrow. During the period commencing on the Closing Date and ending fifteen (15) years thereafter, ▇▇▇▇▇▇ shall deposit and maintain in escrow all source code for software necessary to operate within the Licensed ▇▇▇▇▇▇ Product IP and Licensed ▇▇▇▇ IP (including source code for software within the Interrogator, as may exist as of the date hereof and as updated), as imaged on a hard drive with all of the files and utilities necessary to compile or synthesize the source code, together with any documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code code) in ▇▇▇▇▇▇’▇ possession and under ▇▇▇▇▇▇’▇ control for software necessary to operate Products within the Licensed Fields and using FOSSL Technology, or developed by ▇▇▇▇▇▇ pursuant to any separate agreement with Philips and involving or relating to FOSSL Technology as imaged on a hard drive (collectively, “▇▇▇▇ Product Deposit Source Code Materials”) with [***] (or, if [*]. **] is not reasonably available, with another reputable software escrow company to be mutually agreed by the Parties). 5.1 During such period, ▇▇▇▇▇▇ shall periodically update such ▇▇▇▇ Product Deposit Source Code Materials with the latest versions thereof, but no less frequently than once each calendar quarter. The thereof in ▇▇▇▇ Product Deposit Materials shall be released to Intuitive in the event any of the following occurs (but not in any other case): (i) refusal of ▇▇▇▇ to perform continued development, maintenance, upgrading, or support of the software within the ▇▇▇▇ Product Deposit Materials under ▇▇▇▇’▇ standard rates or possession and under other reasonable and customary terms (it being understood that ▇▇▇▇ has no obligation to do so hereunder outside of the Development Program or outside of obligations arisen from the triggering of Standby Rights under Section 8.3) or failure of ▇▇▇’▇ control. 5.2 During such period, the Source Code Materials shall be released to provide such services after agreeing to do so (following notice and an opportunity to cure such failure within [****], and (ii) Philips in the event of the bankruptcy, liquidation or insolvency of ▇▇▇▇▇▇ or an assignment for the benefit of creditors by ▇▇▇▇▇▇, or in the event that Philips requires access to the Source Code Materials to comply with any governmental request. In addition, unless otherwise provided for separately in an agreement between ▇▇▇▇▇▇ and Philips, if Philips requests modifications to software licensed hereunder, including without limitation bug fixes or additional functionality requested by Philips, and ▇▇▇▇▇▇ refuses to perform the development, maintenance or support of such software requested by Philips at ▇▇▇▇▇▇’▇ standard rates or other reasonable and customary terms (it being understood that ▇▇▇▇▇▇ has no obligation to do so), then ▇▇▇▇▇▇ shall cause the release of the applicable portion of the software to Philips. Philips shall protect the confidentiality of any source code made available to it hereunder with the same degree of care it uses to protect its own source code and in any event no less than reasonable care. 5.3 All fees and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. expenses payable to [****] (or such other escrow company, if any) for the establishment and maintenance of such escrow arrangement shall be borne and paid by Intuitive. Within Philips. 5.4 If ▇▇▇▇▇▇ has in ▇▇▇▇▇▇’▇ possession and under ▇▇▇▇▇▇’▇ control any source code within the Licensed ▇▇▇▇ IP (e.g., after the release of such source code to ▇▇▇▇▇▇ pursuant to the [****] days following the date of this Amendment, the Parties shall negotiate and enter into an escrow agreement between the Parties and [****] to establish the escrow arrangement described above under the CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. terms and conditions described above (and other reasonable and customary terms and conditionsof ▇▇▇▇▇▇’▇ escrow agreement with ▇▇▇▇, in the event of a default by ▇▇▇▇ which causes such source code to be released from escrow). , ▇▇▇▇▇▇ shall make the initial deposit such source code into escrow for inclusion as part of the materials described above into escrow within [****] after such escrow agreement is entered intoSource Code Materials hereunder.