Common use of Source Code Escrow Clause in Contracts

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 within the Licensed ▇▇▇▇▇▇ IP and Licensed ▇▇▇▇ IP (and documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source 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, “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 Source Code Materials with the latest versions thereof in ▇▇▇▇▇▇’▇ possession and under ▇▇▇▇▇▇’▇ control. 5.2 During such period, the Source Code Materials shall be released to 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 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 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 [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. terms and conditions of ▇▇▇▇▇▇’▇ escrow agreement with ▇▇▇▇, in the event of a default by ▇▇▇▇ which causes such source code to be released from escrow), ▇▇▇▇▇▇ shall deposit such source code into escrow for inclusion as part of the Source 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 within the Licensed ▇▇▇▇▇▇ IP and Licensed ▇▇▇▇ IP (and documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code) in ▇▇▇▇▇▇’▇ SPE’s possession and under ▇▇▇▇▇▇’▇ SPE’s 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, “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 Source Code Materials with the latest versions thereof in ▇▇▇▇▇▇’▇ SPE’s possession and under ▇▇▇▇▇▇’▇ SPE’s control. 5.2 During such period, the Source Code Materials shall be released to 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 ▇▇▇▇▇▇ 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 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 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 [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. terms and conditions of ▇▇▇▇▇▇’▇ escrow agreement with ▇▇▇▇, in the event of a default by ▇▇▇▇ which causes such source code to be released from escrow), ▇▇▇▇▇▇ shall deposit such source code into escrow for inclusion as part of the Source Code Materials hereunder.

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 within the Licensed ▇▇▇▇Luna ▇▇ IP and Licensed ▇▇▇▇ IP (and documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code) in ▇▇▇▇▇▇’▇ SPE’s possession and under ▇▇▇▇▇▇’▇ SPE’s 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, “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 Source Code Materials with the latest versions thereof in ▇▇▇▇▇▇’▇ SPE’s possession and under ▇▇▇▇▇▇’▇ SPE’s control. 5.2 During such period, the Source Code Materials shall be released to Philips in the event of the bankruptcy, liquidation or insolvency of ▇▇▇▇Hans▇▇ or ▇▇ an assignment for the benefit of creditors by ▇▇▇▇Hans▇▇, 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 Hans▇▇▇▇ ▇▇▇ and Philips, if Philips requests modifications to software licensed hereunder, including without limitation bug fixes or additional functionality requested by Philips, and Hans▇▇ ▇▇▇▇▇▇ refuses uses to perform the development, maintenance or support of such software requested by Philips at ▇▇▇▇Hans▇▇’▇ standard ▇▇▇ndard rates or other reasonable and customary terms (it being understood that Hans▇▇▇▇ ▇▇▇ 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 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 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 [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. terms and conditions of ▇▇▇▇▇▇’▇ escrow agreement with ▇▇▇▇, in the event of a default by ▇▇▇▇ which causes such source code to be released from escrow), ▇▇▇▇▇▇ shall deposit such source code into escrow for inclusion as part of the Source Code Materials hereunder.

Source Code Escrow. In accordance with Section 5 of the ▇▇▇▇▇▇-▇▇▇▇▇▇▇ Agreement, SPE, ▇▇▇▇▇▇, Philips and [***] (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 within the Licensed ▇▇▇▇▇▇ IP and Licensed ▇▇▇▇ IP (and documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code) in ▇▇▇▇▇▇’▇ SPE’s possession and under ▇▇▇▇▇▇’▇ SPE’s 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, “Source Code Materials”) with [***] (or, if [***] is not reasonably available, with another reputable software escrow company to be mutually agreed by the Parties). CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 5.1 During such period, ▇▇▇▇▇▇ SPE shall periodically update such Source Code Materials with the latest versions thereof in ▇▇▇▇▇▇’▇ SPE’s possession and under ▇▇▇▇▇▇’▇ SPE’s control. 5.2 During such period, the Source Code Materials shall be released to 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 ▇▇▇▇▇▇ 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 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 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 [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. terms and conditions of ▇▇▇▇▇▇’▇ escrow agreement with ▇▇▇▇, in the event of a default by ▇▇▇▇ which causes such source code to be released from escrow), ▇▇▇▇▇▇ shall deposit such source code into escrow for inclusion as part of the Source Code Materials hereunder.

Source Code Escrow. During (a) Immediately upon execution of this Agreement, Garman shall maintain on each AS400 at an Authorized Location the period commencing on the Closing Date and ending fifteen (15) years thereafter, mo▇▇ ▇▇▇▇▇▇ shall deposit and maintain in escrow rent version of: (1) all source code within for the Licensed ▇▇▇▇Software in machine readable form, with user option to print; (2) all program and user documentation in machine readable and printed form; (3) all tools such as compilers, assemblers, linkers and editors required to make the source code into the functional Software operating in accordance with the Specifications as amended from time to time; (4) a complete explanation of any procedures that are not standard practice, required to create from the source code the functional Software; (5) all documentation listing program and module inputs and their sources, outputs and their destinations, and any other relevant program and module documentation, (collectively, the "Codes"). This Source Code shall remain the property of Garman unless Sparkling exercises its option to purchase as specifie▇ ▇▇ IP ▇he Source Code Agreement. The Source Code on each AS400 shall be the most current version of all Codes for all corrections, bug fixes, Improvements and Licensed ▇▇▇▇ IP (and documentation, libraries, tools, utilities and other related materials reasonably necessary for new releases of the installation, testing, deployment, operation, modification or Software which are licensed by Sparkling hereunder. Sparkling shall not be entitled to make use of such software source codethe Codes except as provided in Section (b), provided that Sparkling may itself or by retaining independent experts, examine and test the materials for compliance with the obligations of Garman hereunder. (b) in Garman hereby grants to Sparkling, a ▇▇▇▇▇▇’ual, fully paid, non-excl▇▇▇▇▇ possession license entitling Sparkling to use and under reproduce the Codes deposited with it pursuant to Section (a) to change, update, add to, or substitute the Codes, the Software or any part thereof, limited to Sparkling's needs for the use and improvement of the Software or Sparkling's operations, provided that Sparkling shall only be entitled to utilize such license if Sparkling terminates this Agreement pursuant to Section 17(c) due to Garman's default, or if Garman ceases to support the Software as req▇▇▇▇▇ ▇▇rsuant to this A▇▇▇▇▇▇’nt. The parties acknowledge that the bankruptcy of Garman shall not prevent Sparkling's continued use of the Work or th▇ control for software necessary to operate Products within the Licensed Fields and using FOSSL Technology, or developed by ▇▇▇▇▇▇ pursuant to s in accordance with United States Bankruptcy Code section 365(n) or any separate agreement with Philips and involving or relating to FOSSL Technology as imaged on a hard drive (collectively, “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 Source Code Materials with the latest versions thereof in ▇▇▇▇▇▇’▇ possession and under ▇▇▇▇▇▇’▇ control. 5.2 During such period, the Source Code Materials shall be released to 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 similar provisions in any event no less than reasonable carejurisdiction. 5.3 All fees and 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 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 [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. terms and conditions of ▇▇▇▇▇▇’▇ escrow agreement with ▇▇▇▇, in the event of a default by ▇▇▇▇ which causes such source code to be released from escrow), ▇▇▇▇▇▇ shall deposit such source code into escrow for inclusion as part of the Source 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 within for software necessary to operate the Licensed ▇▇▇▇▇▇ IP Product (including source code for software within the Interrogator, as may exist as of the date hereof and Licensed ▇▇▇▇ IP (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) in ▇▇▇▇▇▇’▇ possession and under ▇▇▇▇▇▇’▇ control for software necessary to operate Products within the Licensed Fields and using FOSSL Technologycode (collectively, or developed by ▇▇“▇▇▇▇ pursuant to any separate agreement with Philips and involving or relating to FOSSL Technology as imaged on a hard drive (collectively, “Source Code Product Deposit 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 Source Code ▇▇▇▇ Product Deposit Materials with the latest versions thereof in 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 ▇▇▇▇’▇ possession standard rates or under other reasonable and under 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 to provide such periodservices after agreeing to do so (following notice and an opportunity to cure such failure within [****], the Source Code Materials shall be released to Philips in the event of 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 ▇▇▇▇▇▇ 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 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 Intuitive. Within [****] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. 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 of ▇▇▇▇▇▇’▇ escrow agreement with ▇▇▇▇, in the event of a default by ▇▇▇▇ which causes such source code to be released from escrowdescribed above (and other reasonable and customary terms and conditions), ▇▇. ▇▇▇▇ shall make the initial deposit such source code of the materials described above into escrow for inclusion as part of the Source Code Materials hereunderwithin [****] 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 within the Licensed ▇▇▇Han▇▇▇ IP ▇▇ and Licensed ▇▇Lun▇ ▇▇ IP (and documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source code) in ▇▇▇Han▇▇▇’▇ possession ▇▇ssession and under ▇▇▇Han▇▇▇’▇ control ▇▇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▇▇▇ pursuant ▇▇rsuant to any separate agreement with Philips and involving or relating to FOSSL Technology as imaged on a hard drive (collectively, “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 Source Code Materials with the latest versions thereof in ▇▇▇Han▇▇▇’▇ possession ▇▇ssession and under ▇▇▇Han▇▇▇’▇ control▇▇ntrol. 5.2 During such period, the Source Code Materials shall be released to Philips in the event of the bankruptcy, liquidation or insolvency of ▇▇▇Han▇▇▇ or ▇▇ an assignment for the benefit of creditors by ▇▇▇Han▇▇▇, or ▇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▇▇▇ and ▇▇d Philips, if Philips requests modifications to software licensed hereunder, including without limitation bug fixes or additional functionality requested by Philips, and ▇▇▇Han▇▇▇ refuses ▇▇fuses to perform the development, maintenance or support of such software requested by Philips at ▇▇▇Han▇▇▇’▇ standard ▇▇andard rates or other reasonable and customary terms (it being understood that ▇▇▇Han▇▇▇ has ▇▇s no obligation to do so), then ▇▇▇Han▇▇▇ shall ▇▇all 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 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 Philips. 5.4 If ▇▇▇Han▇▇▇ has in ▇▇▇s in Han▇▇▇’▇ possession ▇▇ssession and under ▇▇▇Han▇▇▇’▇ control ▇▇ntrol any source code within the Licensed ▇▇Lun▇ ▇▇ IP (e.g., after the release of such source code to ▇▇▇Han▇▇▇ pursuant ▇▇rsuant to the [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. terms and conditions of ▇▇▇Han▇▇▇’▇ escrow ▇▇crow agreement with ▇▇▇Lun▇, in ▇n the event of a default by Lun▇ ▇▇▇▇ which ich causes such source code to be released from escrow), ▇▇▇Han▇▇▇ shall ▇▇all deposit such source code into escrow for inclusion as part of the Source 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 within the Licensed ▇▇▇▇▇▇ IP and Licensed ▇▇▇▇ IP (and documentation, libraries, tools, utilities and other related materials reasonably necessary for the installation, testing, deployment, operation, modification or use of such software source 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, “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 Source Code Materials with the latest versions thereof in ▇▇▇▇▇▇’▇ possession and under ▇▇▇▇▇▇’▇ 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 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 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 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 [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. terms and conditions of ▇▇▇▇▇▇’▇ escrow agreement with ▇▇▇▇, in the event of a default by ▇▇▇▇ which causes such source code to be released from escrow), ▇▇▇▇▇▇ shall deposit such source code into escrow for inclusion as part of the Source Code Materials hereunder.