Common use of Testing and Acceptance Clause in Contracts

Testing and Acceptance. Within […***…] after RFM’s delivery of the IC Design File to ST, ST shall manufacture and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms to the applicable Specifications. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate whether the Evaluation Data indicates that the IC Design conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 shall be reapplied until the IC Design is accepted; provided, however, that upon the […***…] or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other party, unless the IC Design is accepted during such notice period. ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406

Testing and Acceptance. Within […***…] after RFM’s delivery Following completion of any Deliverable (as defined below) to be provided to Client hereunder, Client may test the IC Design File Deliverable to ST, ST shall manufacture and deliver a commercially reasonable quantity of evaluation Product determine whether the Deliverable conforms to RFM the specifications established for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and Deliverable in the applicable Evaluation Circuit Design SOW for a period not to exceed thirty (30) days after delivery to Client of the Deliverable (the “Acceptance Period”). Upon the expiration of the Acceptance Period, Client will either (i) certify to DevFactory that the Deliverable is accepted (“Acceptance”); or (ii) deliver to DevFactory a written description of any specific failure of the Deliverable to conform to the applicable specifications. In no such written response is provided, the Deliverable shall be deemed to be Accepted and complete. Further, if the Deliverable substantially conforms to the specifications but Client identifies certain minor non-conformities, Client shall Accept the Deliverable and the parties shall work in good faith to either correct such non-conformities or agree on appropriate Work Credits (as defined below) to compensate Client for such non-conformities. Upon proper notice of a failure of Acceptance, DevFactory will promptly undertake such corrections as are necessary for the Deliverable to conform to the specifications and DevFactory will notify Client when such corrections and modifications have been made. If DevFactory has performed corrections to the Deliverable, Client will have thirty (30) days after delivery of such corrections to perform acceptance testing to determine if whether the IC Design for such Products Deliverable conforms to the applicable Specificationsspecifications. Upon completion of such testingIf after a second attempt the Deliverable still does not conform to the applicable specifications, RFM Client shall have the right to (1) allow continued attempts to correct the Deliverable, subject to this Section 1.4, or (2) terminate the applicable service obligation for the failed deliverable and receive a Work Credit (as defined below) as to just that failed Deliverable. If DevFactory notifies Client that Client has failed to properly provide ST with notice that a Deliverable has failed, if Client otherwise improperly fails to Accept a Deliverable, or if the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate parties disagree as to whether the Evaluation Data indicates that the IC Design a Deliverable substantially conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of specifications, such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 dispute shall be reapplied until the IC Design is accepted; providedresolved in accordance with Section 12.16. For clarity, howeverany concerns by Client that a Deliverable does not meet Client’s expectations, that upon the […***…] or any subsequent rejectionbut otherwise complies with all applicable specifications, either party may terminate shall not be actionable under this Agreement upon thirty (30) calendar days prior written notice to the other partyprovision, unless the IC Design is accepted during such notice period. ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406but, rather, shall constitute an additional service request.

Testing and Acceptance. Within […***…] Procaps shall have thirty (30) days after RFM’s the delivery to Procaps of the IC Design File to ST, ST shall manufacture and deliver a commercially reasonable quantity an order of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and in the applicable Evaluation Circuit Design Compound supplied hereunder to determine if the IC Design for such Products conforms to the applicable Specifications. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate whether the Evaluation Data indicates that the IC Design Compound conforms to the Specifications in all material respects(using the same validated test methods as Galectin Therapeutics) and order quantity. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design Procaps will be deemed accepted to have acknowledged that an order of Compound conforms to the Specifications and order quantity and is accepted, unless Procaps rejects such Compound order by ST if RFM has not received notification giving written notice of rejection of non-conformity to Galectin Therapeutics within such IC Design from ST within seven thirty (730) calendar days after RFM’s delivery of day period. If Procaps determines that a Compound order fails to meet the applicable Evaluation Data to ST. ST’s refusal to accept Specifications, or that there is a shortage in the IC Design must be reasonablequantity delivered, must be it shall promptly so notify Galectin Therapeutics in writing and must be accompanied by a reasonably detailed description within such thirty (30) day period. Any such notice shall specify the reason, with supporting documentation, for the non-conformity or the details of any quantity shortage, as the manner in which case may be. In the IC Design fails to comply event that Galectin Therapeutics agrees that an order of Compound is non-conforming with the Specifications or that there was a shortage in all material respects quantity delivered, Galectin Therapeutics shall, at its own cost (collectively, the “Deficiencies”including shipping) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver replace the non-conforming quantities of Compound or make up the shortage, as soon as reasonably possible. If Galectin Therapeutics does not agree that the particular order of Compound fails to meet the Specifications or that it delivered a corrected IC Design File within […***…] after RFM’s receipt shortage of the rejection notice Compound, it shall notify Procaps and the foregoing provisions set forth in this Section 3.3 Parties (through the JSC) shall be reapplied until try to negotiate a mutually satisfactory resolution of their differences. Should a dispute over the IC Design is accepted; provided, however, that upon the […***…] or any subsequent rejection, either party may terminate this Agreement upon conformity of a Compound order persist beyond thirty (30) calendar days prior written after Galectin Therapeutics’ notice to Procaps of disagreement, a representative sample of the other partyCompound at issue shall be submitted to an independent testing laboratory designated by Galectin Therapeutics and reasonably agreeable to Procaps for testing against the Specifications using the same validated test methods in use by Galectin Therapeutics. Both Parties shall cooperate in method transfer and supply of reference materials to enable qualification of the independent test laboratory. The test results obtained from such laboratory shall be Portions of this Exhibit were omitted, unless the IC Design is accepted during such notice period. as indicated by [***Text Omitted *], and Filed Separately with have been provided separately to the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rules 24b-2 of the Securities Exchange Act of 1934, as amended. final and Exchange Commissionbinding on the Parties. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406The cost of such test shall be borne by the Party whose results disagree with those of the independent laboratory. Where the test results demonstrate that the Compound order fails to meet any of the Specifications, Galectin Therapeutics shall replace the non-conforming quantities of Compound at no additional cost to Procaps as soon as reasonably possible after receipt of such results. The provisions of this Section shall not apply to any Compound damaged or lost in transit after delivery by Galectin Therapeutics to the Carrier, which shall be the responsibility of Procaps.

Testing and Acceptance. Within […***…] after RFM’s delivery Following completion of any Deliverable (as defined below) to be provided to Client hereunder, Client may test the IC Design File Deliverable to ST, ST shall manufacture and deliver a commercially reasonable quantity of evaluation Product determine whether the Deliverable conforms to RFM the specifications established for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and Deliverable in the applicable Evaluation Circuit Design SOW for a period not to exceed thirty (30) days after delivery to Client of the Deliverable (the “Acceptance Period”). Upon the expiration of the Acceptance Period, Client will either (i) certify to DevFactory that the Deliverable is accepted (“Acceptance”); or (ii) deliver to DevFactory a written description of any specific failure of the Deliverable to conform to the applicable specifications. In no such written response is provided, the Deliverable shall be deemed to be Accepted and complete. Further, if the Deliverable substantially conforms to the specifications but Client identifies certain minor non-conformities, Client shall Accept the Deliverable and the parties shall work in good faith to either correct such non- conformities or agree on appropriate Work Credits (as defined below) to compensate Client for such non-conformities. Upon proper notice of a failure of Acceptance, DevFactory will promptly undertake such corrections as are necessary for the Deliverable to conform to the specifications and DevFactory will notify Client when such corrections and modifications have been made. If DevFactory has performed corrections to the Deliverable, Client will have thirty (30) days after delivery of such corrections to perform acceptance testing to determine if whether the IC Design for such Products Deliverable conforms to the applicable Specificationsspecifications. Upon completion of such testingIf after a second attempt the Deliverable still does not conform to the applicable specifications, RFM Client shall have the right to (1) allow continued attempts to correct the Deliverable, subject to this Section 1.4, or (2) terminate the applicable service obligation for the failed deliverable and receive a Work Credit (as defined below) to just that failed Deliverable. If DevFactory notifies Client that Client has failed to properly provide ST with notice that a Deliverable has failed, if Client otherwise improperly fails to Accept a Deliverable, or if the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate parties disagree as to whether the Evaluation Data indicates that the IC Design a Deliverable substantially conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of specifications, such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 dispute shall be reapplied until the IC Design is accepted; providedresolved in accordance with Section 12.16. For clarity, howeverany concerns by Client that a Deliverable does not meet Client’s expectations, that upon the […***…] or any subsequent rejectionbut otherwise complies with all applicable specifications, either party may terminate shall not be actionable under this Agreement upon thirty (30) calendar days prior written notice to the other partyprovision, unless the IC Design is accepted during such notice period. ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406but, rather, shall constitute an additional service request.

Testing and Acceptance. Within […***…] after RFM’s delivery of The PMR Service shall, upon completion, be ---------------------- subjected to such testing as each party may desire to conduct, and the IC Design File to ST, ST shall manufacture PMR Service will not be deployed until approved by both Company and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms to the applicable SpecificationsAOL. Upon completion of any such testingtesting conducted by AOL, RFM AOL shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt Company written notice of approval or disapproval of the Evaluation DataPMR Service. The Development Plan and/or Project Timetable shall set forth more detailed procedures, ST responsibilities and timetables for the acceptance testing process. Any disapproval by AOL shall evaluate whether the Evaluation Data indicates be based upon AOL's determination that the IC Design conforms PMR Service fails to conform to the Specifications in all material respectsDevelopment Plan or is not suitable for commercial release and deployment. ST shall accept or reject In the IC Design based on the Evaluation Data and event of disapproval by AOL, AOL shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery its reasons for disapproval in reasonable detail, specifying the nature of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonabledeficiencies, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM Company shall thereafter use commercially reasonable efforts to correct any Deficiencies modify the PMR Service and redeliver a corrected IC Design File within […***…] after RFM’s receipt resubmit it for further acceptance testing by AOL. This process shall continue until the PMR Service has been approved by AOL. The date on which AOL notifies Company that AOL approves the PMR Service is referred to herein as the "AOL Approval Date." Any subsequent enhancements, modifications or revisions to the PMR Service will also be subject to AOL's and Company's approval of the rejection notice specifications therefor and the foregoing provisions AOL's and Company's testing and approval thereof as set forth in this Section 3.3 shall 1.5. No changes or additions will be reapplied until the IC Design is accepted; provided, however, that upon the […***…] or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice made to the PMR Service until such changes or additions (a) conform with specifications agreed to by AOL, (b) conform with then-existing technologies identified by AOL which are optimized for the AOL Service and are compatible with AOL's then-available client and host software and the AOL Network; (c) meet AOL's then current reasonable volume and performance requirements; (d) meet such other party, unless the IC Design is requirements as AOL may reasonably require as a condition to acceptance of such changes or additions; and (e) have been accepted during such notice period. ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406pursuant to this Section 1.5.

Testing and Acceptance. Within […***…] after RFM’s All acceptance testing of the Deliverables shall be conducted as follows: Following delivery of each Deliverable, You will have 3 business days (the IC Design File "Testing Period") to ST, ST shall manufacture conduct the tests for such Deliverable (the "Acceptance Tests") to evaluate whether such Deliverable materially conforms and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products performs in accordance with the applicable Evaluation Software and in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms specifications schedule, attached to the applicable Order Form (the “Specifications. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt Perks shall have the right to observe or participate in all or any part of such Acceptance Tests. Promptly upon the completion of the Evaluation DataAcceptance Tests, ST You shall evaluate whether notify Perks in writing of Your acceptance or, solely if the Evaluation Data indicates that Acceptance Tests identify any material failure of the IC Design conforms Deliverable to conform and perform in accordance with the Specifications in all material respects(each, a "Nonconformity"), rejection of the Deliverable. ST You shall accept or reject the IC Design based on the Evaluation Data not unreasonably withhold Your acceptance and shall give RFM written include in any rejection notice thereof within seven (7) calendar days after RFM’s delivery a detailed description of the Evaluation Data to STAcceptance Tests conducted, the results thereof and each identified Nonconformity. An IC Design Each Deliverable will be deemed accepted by ST You upon the expiration of the Testing Period therefor if RFM You has not received notification delivered a notice accepting or rejecting the Deliverable prior to such expiration. Subject to the provisions set forth in this Section VI, following receipt of a rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonablenotice, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM Perks shall use commercially reasonable efforts to correct any Deficiencies remedy all Nonconformities and redeliver a corrected IC Design File within […***…] after RFM’s receipt of re-deliver the rejection notice and Deliverable. Upon re-delivery, You shall have an additional Testing Period to conduct Acceptance Tests to determine whether each Nonconformity has been remedied. The parties shall repeat the foregoing provisions process set forth in this above until You have accepted the Deliverable as set forth in Section 3.3 shall be reapplied until the IC Design is accepted; ‎VI.3, provided, however, that upon if Perks fails more than twice to remedy a material Nonconformity: (i) You may accept the […***…] Deliverable as nonconforming, in which case the fees will be reduced equitably to reflect the value of the Deliverable as received relative to the value of the Deliverable had it materially conformed and performed in accordance with the Specifications; or any subsequent rejection(ii) if You do not accept the Deliverable as non-conforming, either party may terminate this Agreement upon thirty (30) calendar days prior by written notice to the other party, unless the IC Design is accepted during such notice period. ***Text Omitted This Section VI‎ sets forth Perks' sole obligations and Filed Separately Your exclusive remedies for any failure of any Deliverable to conform or perform in accordance with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406Specifications.

Testing and Acceptance. Within […***…] after RFM’s delivery In accordance with the terms of the IC Design File applicable Test Plan (including the time frames for conducting testing), the parties shall test the Products (and new releases and/or new versions of Products) in both pre-production and production environments in order to ST, ST verify and confirm that the products conform to the Test Criteria. Such testing minimally shall manufacture consist of: (a) unit testing; (b) integration testing (including testing all Interfaces); (c) stress and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation performance testing (including congestion control); and (d) hot swap-out testing. Upon RFM’s receipt of such Products from ST, RFM MetroPCS promptly shall test such Products with the applicable Evaluation Software and in the applicable Evaluation Circuit Design report to determine if the IC Design for such Products conforms to the applicable Specifications. Upon completion Supplier any Defects discovered as a result of such testing, RFM Supplier promptly shall provide ST with correct such Defects, and following receipt of such corrections, MetroPCS shall have the data from right to continue testing the Products for the then-remaining length of the applicable testing period, or if the testing period has or is about to expire, then for the reasonable period of time necessary to confirm that the Product (as corrected by Supplier) conforms to the Test Criteria. The following conditions are necessary for a Product to achieve “Acceptance”: (a) all Material Defects identified during testing have been corrected by Supplier (and the terms of Section 7.4 shall apply to any unresolved non-Material Defects); and (b) Supplier has provided to MetroPCS all Documentation and other deliverables required to be provided to MetroPCS pursuant to the applicable Procurement Document. Nothing else, including MetroPCS’ use of a Product or any portion thereof in a live, production environment shall constitute Acceptance of such testing Product. When Supplier believes that all conditions necessary for a Product to achieve Acceptance have been met, Supplier shall present to the applicable MetroPCS Project Manager for signature an acceptance certificate in the form attached hereto as Schedule 7.2 (the “Evaluation DataAcceptance Certificate”). Upon ST’s If MetroPCS believes that all Acceptance conditions have not been satisfied, then within *** days following its receipt of the Evaluation DataAcceptance Certificate from Supplier, ST MetroPCS shall evaluate whether detail its objections in writing. If MetroPCS fails to object to Supplier’s Acceptance Certificate within the Evaluation Data indicates that *** day period described in the IC Design conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design preceding sentence, Acceptance will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of to have occurred with respect to the applicable Evaluation Data to STProduct. ST’s refusal to accept Supplier acknowledges that the IC Design Acceptance Certificate must be reasonablesigned by the applicable MetroPCS Project Manager or his or her designee, must and Supplier shall not be in writing and must be accompanied entitled to rely on any signature by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 shall be reapplied until the IC Design is accepted; provided, however, that upon the […***…] MetroPCS Personnel or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the representative other party, unless the IC Design is accepted during than such notice period. ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406MetroPCS Project Manager or his or her designee.

Testing and Acceptance. Within […***…] after RFM’s delivery Acceptance tests of the IC Design File goods by Buyer and training of Buyer’s personnel by HTS&E will be accomplished prior to ST, ST shipment of the goods by HTS&E or shall manufacture be considered waived. Buyer’s execution of any acceptance or installation completion form provided by HTS&E shall be conclusive evidence of such. Written notice of any nonacceptance of the goods by Buyer must be delivered to HTS&E within ten days after installation has been substantially completed or shall be considered waived. Use and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testingSafety. Upon RFM’s receipt of such Products from ST, RFM shall test such Products There are no representations or warranties by HTS&E that the goods sold hereunder comply with the applicable Evaluation Software requirements of federal, state and in local laws and industrial codes. Buyer acknowledges that it is Buyer’s responsibility to provide proper safety devices and equipment for the applicable Evaluation Circuit Design particular application or use intended by Buyer so as to determine if protect the IC Design for such Products conforms to the applicable Specifications. Upon completion of such testing, RFM shall provide ST with the data operator and others from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate whether the Evaluation Data indicates that the IC Design conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data harm and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with all federal, state and local government laws, rules and regulations relating to safety standards and all industry safety standards. STATEMENT OF DISCLAIMER. WITH RESPECT TO EACH COMPONENT OF A NEW GOOD ASSEMBLED BY HTS&E, OR EACH NEW GOOD SOLD, BUT NOT MADE BY HTS&E, THE MANUFACTURER’S WARRANTY, IF ANY, CONSTITUTES THE SOLE WARRANTY WITH RESPECT TO THE SALE OF SUCH ITEM. WITH RESPECT TO EACH SUCH COMPONENT OR GOOD, HTS&E HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Design or Technical Consultation. All design or technical consultation, advice, recommendations and services of HTS&E are based upon Buyer’s specifications and NO EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION IF GIVEN BY HTS&E INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. HTS&E assumes no obligation or liability for the Specifications in design or technical consultation, advice, recommendations and services given, or results obtained, it being acknowledged and agreed by Buyer that all material respects (collectivelysuch design or technical consultation, advice recommendations and services are being accepted by Buyer at Buyer’s risk. Buyer acknowledges that it alone has determined that the “Deficiencies”) so that RFM can have goods purchased hereunder will suitably meet the opportunity requirements of their intended use. Buyer will indemnify and hold Seller harmless from and against all damages, costs and expenses based upon any claim related to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 shall be reapplied until the IC Design is accepted; provided, however, that upon the […***…] design or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other party, unless the IC Design is accepted during such notice period. ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406technical consultation or advice given by HTS&E.

Testing and Acceptance. Within […***…] after RFM’s delivery of the IC Design File to ST, ST shall manufacture and deliver a commercially reasonable quantity of evaluation Product to RFM for evaluation testing. Upon RFM’s receipt of such Products from ST, RFM shall test such Products with the applicable Evaluation Software and in the applicable Evaluation Circuit Design to determine if the IC Design for such Products conforms to the applicable Specifications. Upon completion of such testing, RFM shall provide ST with the data from such testing (“Evaluation Data”). Upon ST’s receipt of the Evaluation Data, ST shall evaluate whether the Evaluation Data indicates that the IC Design conforms to the Specifications in all material respects. ST shall accept or reject the IC Design based on the Evaluation Data and shall give RFM written notice thereof within seven (7) calendar days after RFM’s delivery of the Evaluation Data to ST. An IC Design will be deemed accepted by ST if RFM has not received notification of rejection of such IC Design from ST within seven (7) calendar days after RFM’s delivery of the applicable Evaluation Data to ST. ST’s refusal to accept the IC Design must be reasonable, must be in writing and must be accompanied by a reasonably detailed description of the manner in which the IC Design fails to comply with the Specifications in all material respects (collectively, the “Deficiencies”) so that RFM can have the opportunity to correct the Deficiencies. If ST properly rejects the IC Design, RFM shall use commercially reasonable efforts to correct any Deficiencies and redeliver a corrected IC Design File within […***…] after RFM’s receipt of the rejection notice and the foregoing provisions set forth in this Section 3.3 shall be reapplied until the IC Design is accepted; provided, however, that upon the […***…] or any subsequent rejection, either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other party, unless the IC Design is accepted during such notice period. ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406.