Common use of Late Delivery Clause in Contracts

Late Delivery. (a) No adjustment shall be made and the Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery of the VESSEL beyond the Delivery Date (ending as of twelve o’clock midnight of the thirtieth (30th) day of delay). (b) If the delivery of the VESSEL is delayed more than thirty (30) days after the Delivery Date, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delays), then in such event, and after such period has expired, the BUYER may at its option cancel this Contract in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen (15) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER shall be deemed to have accepted the new date for delivery as proposed by the BUILDER.

Late Delivery. (a) No adjustment shall be made and the Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery of the VESSEL beyond the Delivery Date (ending as of twelve o’clock midnight of the thirtieth (30th) day of delay). (b) If the delivery of the VESSEL Vessel is delayed more than thirty (30) days after the Delivery Date, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after beyond the Delivery Date, the Contract Price shall be reduced by deducting there from therefrom as follows: 1st — 30th day No reduction 31st - — 60th day NOK 40.000,- per 250,000.- pr. day 61st - — 150th day NOK 390,000.- pr. day 151st — 180th day NOK 50.000,- per 450,000.- pr. day However, the total The maximum reduction in the Contract Price for delayed delivery shall not be more than as would be exceed the case for a delay of one hundred and fifty (150) days, counting from midnight total of the thirtieth above liquidated damages for 180 days of delay. (30thb) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should Vessel shall continue for a period in excess of hundred and fifty (150) 180 days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delays), then in such event, and after such period has expiredDate, the BUYER Buyer may at its option cancel this Contract in accordance with the provisions of Article VIII hereofContract. If one hundred and eighty (180) days of delay have elapsed after Provided the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER Buyer has not sent notice of cancellation as provided for in Article VIII hereofXII hereof within 185 days of delay having elapsed after the Delivery Date, the BUILDER Builder may demand in writing propose a new date for delivery of the VESSEL and demand that the BUYER Buyer shall make an election whether either to cancel the Contract, or to consent to the acceptance of the delivery at a specific future date reasonably estimated by the Builder to be the date when the Vessel will be ready for delivery; in which case the Buyer shall, within 15 days after such demand is received by Buyer, notify the Builder of its choice it being understood that, if the Buyer elects not to cancel and the Vessel is not delivered by such future date, the Buyer shall have the right to cancel the Contract. (c) If the total accumulated delay of non Permissible Delay and of Force Majeure Delay, but excluding other Permissible Delay, amounts to 270 days or more, then in such event the Buyer may cancel the Contract. The Builder may, at any time thereafter, demand in writing that the Buyer shall make an election either to cancel the Contract or accept to consent to the proposed new acceptance of the delivery at a specific future date reasonably estimated by the Builder to be the date when the Vessel will be ready for delivery, in which case the BUYER Buyer shall, within fifteen (15) 15 days after such demand is received by the BUYERBuyer, notify the BUILDER Builder of its choice; it being understood that, if the VESSEL Buyer elects not to cancel and the Vessel is not delivered by such agreed future date, the BUYER Buyer shall have the same right to cancel the Contract. (d) If it can be established beyond any reasonable doubt that the Vessel will be delayed for more than 180 days as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen per paragraph (15b) daysabove, or be delayed for more than 270 days as per paragraph (c) above, the BUYER Buyer shall be deemed have a right forthwith to have accepted cancel the new date for delivery as proposed by the BUILDERContract.

Late Delivery. (a) No adjustment Except as specifically set forth herein, Landlord shall not be made liable to Tenant for failing to deliver the Expansion Premises, or any portion thereof, to Tenant by any particular date, and Tenant shall not have the Contract Price right to terminate this Lease for Landlord’s failure to timely deliver the Expansion Premises, or any portion thereof, to Tenant by any particular date, but shall remain unchanged accept delivery of such Expansion Premises when delivered by Landlord. Notwithstanding the foregoing, in the event Substantial Completion for the first First Expansion Premises has not been achieved on or before the estimated First Expansion Target Date of January 1, 2018: (i) for the period beginning on January 2, 2018 and ending on January 31, 2018, Tenant shall receive an abatement equal to one day of annual fixed rent for the First Expansion Premises due under the Lease every day that Substantial Completion surpasses the First Expansion Target Date, and (ii) commencing on February 1, 2018, Tenant shall receive an abatement equal to two days of annual fixed rent for the First Expansion Premises due under the Lease for every day that Substantial Completion surpasses the First Expansion Target Date, in both such cases with such rent abatement being credited to Tenant installment of monthly fixed rental for the First Expansion Premises next coming due. In the event Substantial Completion for the Second Expansion Premises has not been achieved on or before the estimated Second Expansion Target Date: (i) for the period beginning on the calendar day after the estimated Second Expansion Target Date and running for the ensuing thirty (30) days, Tenant shall receive an abatement equal to one day of annual fixed rent for the Second Expansion Premises due under the Lease for every day that Substantial Completion surpasses the Second Expansion Target Date, and (ii) commencing on the day after said thirty (30) days expires, Tenant shall receive an abatement equal to two days of delay annual fixed rent for the Second Expansion Premises due under the Lease for every day that Substantial Completion surpasses the estimated Second Expansion Target Date, in delivery both such cases with such rent abatement being credited to Tenant installments of monthly fixed rental for the Second Expansion Premises next coming due. For purposes hereof the annual fixed rent for the Second Expansion Premises shall be based on the per square foot charge used to calculate the annual fixed rent multiplied by the rentable square footage of the VESSEL beyond Second Expansion Premises. Landlord shall maintain Builder’s Risk insurance until the Delivery Date (ending as of twelve o’clock midnight Substantial Completion of the thirtieth (30th) day of delay)Expansion Premises Work. (b) If the delivery of the VESSEL is delayed more than thirty (30) days after the Delivery Date, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delays), then in such event, and after such period has expired, the BUYER may at its option cancel this Contract in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen (15) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER shall be deemed to have accepted the new date for delivery as proposed by the BUILDER.

Late Delivery. (a) No adjustment shall be made Patheon will deliver Products ordered under a Firm Order on the applicable Delivery Date. The Parties agree that they will work together closely to expedite deliveries of Product, including, without limitation, any samples of Products and Products for initial launch, and manage the Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery scheduling of the VESSEL beyond the Delivery Date (ending as of twelve o’clock midnight of the thirtieth (30th) day of delay)initial Product launch. (b) If If, after the delivery Initial Manufacturing Period, Patheon is unable to deliver […***…]% of the VESSEL is delayed more than thirty (30) quantity of a particular Product ordered under a Firm Order within […***…] days after the Delivery Date, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date due to an act or omission by Patheon (a “Late Delivery”), Client will receive a credit from Patheon for the Late Delivery that will be applied against the purchase price under the next Firm Order. The credit will be […***…]% of the Price of the quantities of Product not delivered by Patheon under the Firm Order (i.e., Client Credit = [Quantity Ordered in the Firm Order – Actual Delivery Quantities of Product] * Price *[…***…]%). Patheon will make commercially reasonable efforts to replace the late Product within […***…] days. If, after the Initial Manufacturing Period, Patheon makes two or more Late Deliveries for the same Product in the same calendar Quarter, Client will receive an additional credit of […***…]% from Patheon for the Late Deliveries that will be applied against the purchase price under the next Firm Order. The total credit will be […***…]% of the Price of the quantities of Product not delivered by Patheon under the Firm Order (i.e., Client Credit = [Quantity Ordered in the Firm Order – Actual Delivery Quantities of Product] * Price *[…***…]%. Without limiting Client’s other rights or remedies in this Agreement, if Patheon makes two or more Late Deliveries within a […***…]-month period, the Annual Minimum will be reduced to […***…]%. In such case, for the remainder of the term of this Agreement, the Parties agree that Patheon will manufacture at least […***…]% of the above specified rate Products manufactured by or on Client’s behalf for sale by Client in the Territory in a particular Year until Patheon has no Late Deliveries for a […***…] month period in which case the Annual Minimum will increase by […***…]% and by […***…]% in each sequential […***…] month period that there are no Late Deliveries up to a maximum of reduction[…***…]%. Notwithstanding the foregoing, i.e. if Patheon makes two or more Late Deliveries within a […***…]-month period, the maximum reduction shall Parties will meet and agree on and implement a delivery improvement action plan within five Business Days. If, after the delivery improvement plan is in place, two additional Late Deliveries occur within a […***…]-month period, these Late Deliveries may be NOK 7.200.000,-. If considered a material breach of this Agreement by Patheon under Section 8.2(a) and Patheon will not be allowed any further opportunity to remedy the material breach. (c) A Late Delivery will not include any delay in shipment of Product caused by events outside of Patheon’s reasonable control, such as a Force Majeure Event, a delay in delivery of the VESSEL should continue for API or Materials, a period delay in Product release approval from Client, inaccurate Client forecasts, or receipt of hundred and fifty (150) days from the thirtynon-first (31st) day after the Delivery Date (adjusted for Permissible Delays), then in such event, and after such period has expired, the BUYER may at its option cancel this Contract in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract conforming API or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen (15) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER shall be deemed to have accepted the new date for delivery as proposed by the BUILDERClient-Supplied Components.

Late Delivery. If for any reason Sublandlord is unable to deliver the Subleased Premises in its entirety to Subtenant by August 1, 2012, then Base Rent (aas defined in Section 4(a) No adjustment below and with respect to months 4-9) shall be made abated one day for each such day of delay beyond August 1, 2012 and the Contract Price shall remain unchanged for the first succeeding thirty (30) days thereafter that Sublandlord fails to deliver the Subleased Premises in its entirety to Subtenant. If for any reason Sublandlord is unable to deliver the Subleased Premises in its entirety to Subtenant by August 31, 2012, then Base Rent shall be abated two (2) days for each such day of delay in delivery of beyond August 31, 2012 and for the VESSEL beyond the Delivery Date (ending as of twelve o’clock midnight of the thirtieth (30th) day of delay). (b) If the delivery of the VESSEL is delayed more than thirty (30) days after the Delivery Date, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delays), then in such event, and after such period has expired, the BUYER may at its option cancel this Contract in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within succeeding fifteen (15) days after thereafter that Sublandlord fails to deliver the Subleased Premises in its entirety to Subtenant. If for any reason Sublandlord is unable to deliver the Subleased Premises in its entirety to Subtenant by September 15, 2012, then Subtenant shall have the right by written notice to Sublandlord given no later than September 25, 2012 to terminate this Sublease on the date specified by Subtenant in such demand is received by notice (which date shall not be later than September 25, 2012), whereupon the BUYERLetter of Credit described in Section 6 hereto shall be returned to Subtenant, notify less only such amounts as to which Sublandlord has properly made draw pursuant to its terms, and neither party shall have any further right or obligation hereunder, except as otherwise expressly set forth herein. For clarity, Subtenant’s entitlement to new Base Rent abatements (i.e., abatements not yet earned under the BUILDER foregoing provisions of this Section 2(c)) shall immediately cease upon delivery of the Subleased Premises in its choice; it being understood thatentirety to Subtenant. Additionally, if the VESSEL Subleased Premises is not delivered by such agreed future dateto Subtenant in its entirety after September 15, 2012 but on or before September 25, 2012, the BUYER shall have the same termination right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15set forth in this Section 2(c) days, the BUYER shall be deemed null and void and any exercise thereof by Subtenant after September 15, 2012 shall be deemed rescinded. Subject only to have accepted Subtenant’s explicit Sublease termination right set forth in this Section 2(c), Sublandlord’s failure to deliver the new date for delivery as proposed by Subleased Premises in its entirety to Subtenant will not affect the BUILDERvalidity of the Sublease, nor shall such failure extend the Sublease Term past the Sublease Expiration Date.

Late Delivery. (a) No adjustment shall be made and In the Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery of the VESSEL beyond event the Delivery Date (ending is delayed beyond the Scheduled Delivery Date otherwise than as a result of twelve o’clock midnight default by Daewoo under the Building Contract or as a result of an Event of Force Majeure affecting Owner’s ability to perform, Charterer shall be entitled to recover from Owner such actual damages as it may be able to prove and such other remedies as may be available at law under the thirtieth (30th) day of delay)circumstances. (b) If If, due to a default by Daewoo under the delivery of Building Contract, Owner does not deliver the VESSEL is delayed more than thirty (30) days after the Delivery Date, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delays), then in such event, and after such period has expired, the BUYER may at its option cancel this Contract Vessel in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delaysthis Charter, then notwithstanding section 3.8(a), and provided Charterer shall be entitled to recover from Owner, in respect of such late delivery, liquidated damages in the amount of ***** United States dollars (U.S. *****) per day for every day (or part of a day) from the ***** day following the Scheduled Delivery Date; provided, however, that the BUYER has Owner’s liability under this sub-section (b) shall not sent exceed ***** United States dollars (U.S. *****). (c) Charterer may cancel this Charter by giving notice of cancellation as provided for thereof to Owner in Article VIII hereof, the BUILDER may in writing propose a new date for delivery any of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen following cases: (15i) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL Vessel is not delivered by Owner to Charterer under this Charter by a date which is ***** days after the Scheduled Delivery Date; (ii) if the Delivery Date is delayed by reason of Events of Force Majeure suffered by Owner for more than ***** days from the date which would have been the Scheduled Delivery Date but for the occurrence of one or more Events of Force Majeure affecting Owner’s ability to perform under this Charter; or (iii) if there is a combination of such agreed future date, delays totalling in excess of ***** days. (d) If events have occurred which would give Owner the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail Building Contract without penalty, then Owner, subject to give such notification within Owner first obtaining the said fifteen prior consent of all Mortgagees and Lessors (15) days, the BUYER which may not be withheld provided that they are satisfied that there shall be deemed recovered from Daewoo or its refund guarantor sums payable to them as a result of such cancellation), shall exercise such rights upon the demand by and approval of Charterer, and Owner shall pay to Charterer any amounts which Owner is entitled to recover from Daewoo under the Building Contract as a result of said cancellation, minus: (i) amounts required to discharge all indebtedness to Owner’s shareholders and each Mortgagee and Lessor with respect to the Vessel; and (ii) Owner’s equity expended related to the construction, finance, ownership and operation of the Vessel. (e) Any cancellation under this section 3.8 shall be without prejudice to any other claims or rights Charterer may have accepted the new date for delivery as proposed by the BUILDERunder this Charter.

Late Delivery. (a) No adjustment shall be made Patheon will deliver Products ordered under a Firm Order on the applicable Delivery Date. The Parties agree that they will work together closely to expedite deliveries of Product, including, without limitation, any samples of Products and Products for initial launch, and manage the Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery scheduling of the VESSEL beyond the Delivery Date (ending as of twelve o’clock midnight of the thirtieth (30th) day of delay)initial Product launch. (b) If If, after the delivery Initial Manufacturing Period, Patheon is unable to deliver […***…]% of the VESSEL is delayed more than thirty (30) quantity of a particular Product ordered under a Firm Order within […***…] days after the Delivery Date, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date due to an act or omission by Patheon (a “Late Delivery”), Client will receive a credit from Patheon for the Late Delivery that will be applied against the purchase price under the next Firm Order. The credit will be […***…]% of the Price of the quantities of Product not delivered by Patheon under the Firm Order (i.e., Client Credit = [Quantity Ordered in the Firm Order – Actual Delivery Quantities of Product] * Price […***…]%). Patheon will make commercially reasonable efforts to replace the late Product within […***…] days. If, after the Initial Manufacturing Period, Patheon makes two or more Late Deliveries for the same Product in the same calendar Quarter, Client will receive an additional credit of […***…]% from Patheon for the Late Deliveries that will be applied against the purchase price under the next Firm Order. The total credit will be […***…]% of the Price of the quantities of Product not delivered by Patheon under the Firm Order (i.e., Client Credit = [Quantity Ordered in the Firm Order – Actual Delivery Quantities of Product] Price […***…]%. Without limiting Client’s other rights or remedies in this Agreement, if Patheon makes two or more Late Deliveries within a […***…]-month period, the Annual Minimum will be reduced to […***…]%. In such case, for the remainder of the term of this Agreement, the Parties agree that Patheon will manufacture at least […***…]% of the above specified rate Products manufactured by or on Client’s behalf for sale by Client in the Territory in a particular Year until Patheon has no Late Deliveries for a […***…] month period in which case the Annual Minimum will increase by […***…]% and by […***…]% in each sequential […***…] month period that there are no Late Deliveries up to a maximum of reduction[…***…]%. Notwithstanding the foregoing, i.e. if Patheon makes two or more Late Deliveries within a […***…]-month period, the maximum reduction shall Parties will meet and agree on and implement a delivery improvement action plan within five Business Days. If, after the delivery improvement plan is in place, two additional Late Deliveries occur within a […***…]-month period, these Late Deliveries may be NOK 7.200.000,-. If considered a material breach of this Agreement by Patheon under Section 8.2(a) and Patheon will not be allowed any further opportunity to remedy the material breach. (c) A Late Delivery will not include any delay in shipment of Product caused by events outside of Patheon’s reasonable control, such as a Force Majeure Event, a delay in delivery of the VESSEL should continue for API or Materials, a period delay in Product release approval from Client, inaccurate Client forecasts, or receipt of hundred and fifty (150) days from the thirtynon-first (31st) day after the Delivery Date (adjusted for Permissible Delays), then in such event, and after such period has expired, the BUYER may at its option cancel this Contract in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract conforming API or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen (15) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER shall be deemed to have accepted the new date for delivery as proposed by the BUILDERClient-Supplied Components.

Late Delivery. (a) No adjustment Sublandlord shall be made and use reasonably diligent efforts to so deliver each Sublease Premises Portion to Subtenant on or before the Contract Price Target Sublease Delivery Date for such Sublease Premises Portion; provided, however, that, other than described in the next succeeding sentence, the failure to do so shall remain unchanged for not give rise to any default on the first thirty (30) days part of delay in Sublandlord or any right of Subtenant to terminate this Sublease, reject delivery of any Sublease Premises Portion or make any claim for losses or damages suffered by Subtenant as a result of such delay. Notwithstanding the VESSEL beyond foregoing, if Sublandlord shall fail to deliver any Sublease Premises Portion to Subtenant on or before the Target Sublease Delivery Date (ending as of twelve o’clock midnight of the thirtieth (30th) day of delay). (b) If the delivery of the VESSEL is delayed more than thirty (30) days after the Delivery Datefor such Sublease Premises Portion, then, in and such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue failure continues for a period of hundred and fifty ninety (15090) days from the thirty-first (31stor one hundred twenty (120) day after the Delivery Date days if such failure is due to Events of Force Majeure or two hundred seventy (adjusted for Permissible Delays270) days if such failure is due to a Casualty Event), then in such eventSubtenant shall have the right, and after such period has expired, the BUYER may at its option cancel this Contract in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, be exercised within fifteen (15) days after following the relevant Termination Determination Date (defined below) by written notice to Sublandlord, to irrevocably elect to terminate this Sublease as to either (x) such demand is received by the BUYER, notify the BUILDER Sublease Premises Portion (but such termination shall not relieve Sublandlord of its choice; it being understood thatobligation to deliver any as yet undelivered Sublease Premises Portions), if the VESSEL is not delivered by such agreed future dateor (y) at Subtenant’s option, the BUYER entire Sublease Premises, effective as of a date specified in Subtenant’s notice; provided, however, that such periods shall have be one hundred twenty (120) (and one hundred eighty (180) days in the same right case of Events of Force Majeure and two hundred seventy (270) days in the case of Casualty Events), for the final Sublease Premises Portion to cancel as hereinabove provided. Should be delivered (either the BUYER fail to give such notification within the said fifteen ninetieth (15) days90th), the BUYER one hundred twentieth (120th), the one hundred eightieth (180th) or the two hundred seventieth (270th) day, as applicable, being referred to as a “Termination Determination Date”); provided further, that no right of termination shall be deemed triggered if Sublandlord has tendered possession of such Sublease Premises Portion to have accepted Subtenant and Subtenant fails to accept such tender solely due to a dispute as to the new date condition of such Sublease Premises Portion, such dispute to be settled in accordance with Paragraph 19.E of this Sublease. For the purpose of this Paragraph 2.C, “Casualty Event” means damage to, or destruction of, the Property by reason of fire or any other cause or event (other than the negligent act or omission of Sublandlord or Sublandlord Representatives) that renders the Property unsuitable for occupancy or the conduct of ordinary business or for Subtenant’s tenant improvements or otherwise causes the applicable Sublease Premises Portion to not be in Good Working Order and Repair. Upon a termination of this Sublease as to the entire Sublease Premises, Sublandlord shall return the Letter of Credit delivered to Sublandlord pursuant to Paragraph 7 of this Sublease; and in the event of a termination only as to the Sublease Premises Portion with respect to which an Actual Delivery Date has not occurred (the “Non-Delivered Premises”) but not a termination of this Sublease as a whole, Sublandlord shall return to Subtenant the Letter of Credit upon the delivery as proposed by Subtenant to Sublandlord of a replacement Letter of Credit in an amount reduced in the BUILDER.proportion that the rentable square footage of the Non-Delivered Premises bears to 506,317. Time shall be of the essence with respect to each of the time periods set forth in this Paragraph 2.C.

Late Delivery. (a) No adjustment Somaxon shall use Commercially Reasonable Efforts to meet the delivery dates and order quantities indicated in the Purchase Orders accepted pursuant to Section 3.3. If any circumstances occur that could reasonably be made and expected to result in any delivery delay or variation in quantity exceeding that set forth in Section 3.3(c), Somaxon shall, as soon as reasonably practicable, inform Licensee thereof in sufficient detail for Licensee to assess the Contract Price shall remain unchanged for the first thirty (30) days of likelihood that such delivery delay or variation in delivery quantity will adversely affect its inventory situation. Any shipment delivered that is at least 90% of the VESSEL beyond the Delivery Date (ending as of twelve o’clock midnight quantity ordered and/or 15 Business Days of the thirtieth (30th) day of delay)delivery date specified on the relevant accepted Purchase Order will be considered as delivered on time. (b) If In the delivery of event that Somaxon is unable or otherwise fails to deliver Bulk Product pursuant to the VESSEL is delayed more than thirty applicable Purchase Order on time (30) days after the Delivery Date, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction provided in the Contract Price shall not be more than as would be the case for a delay last sentence of one hundred and fifty subsection (150a) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delaysthis Section 3.5), then in such event, and after such period has expired, the BUYER may at its option cancel this Contract in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen (15) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER Somaxon shall be deemed to have accepted committed a “Purchase Order Failure”. In the event of a Purchase Order Failure, Somaxon shall, as soon as reasonably possible (and in any event not later than 20 Business Days from the stated delivery date in the confirmed Purchase Order), notify Licensee in writing of such Purchase Order Failure, which notice (a “Purchase Order Failure Notice”) shall inform Licensee of the date on which Somaxon reasonably expects to be able to deliver Bulk Product subject to the Purchase Order Failure Notice (the “Purchase Order Default Supplies”) to Licensee. Somaxon shall use Commercially Reasonable Efforts to deliver the delayed Purchase Order Default Supplies promptly after the date of the Purchase Order Failure. Where and to the extent that any Purchase Order Failure is due to any Non-Conformity, and regardless of whether such Non-Conformity is detected by Somaxon prior to release or shipment of the applicable Bulk Product or by Licensee following delivery in accordance with the rejection procedure set forth in Section 4.2, following a determination of such Non-Conformity Somaxon shall be required to manufacture and deliver new date Bulk Product to Licensee in accordance with Licensee’s ordered requirements as soon as reasonably practicable (and in any event shall commence manufacture not later than 30 days after such final determination). Licensee shall use Commercially Reasonable Efforts to mitigate any damages which it may suffer as a result of any Purchase Order Failure. Licensee shall not be responsible for delivery as proposed any breach of any terms or conditions of this Agreement to the extent such breach is caused by the BUILDERSomaxon’s Purchase Order Failure.

Late Delivery. (a) No adjustment shall be made and the Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery of the VESSEL beyond the Delivery Date (ending as of twelve o’clock midnight of the thirtieth (30th) day of delay). (b) If the delivery of the VESSEL Vessel is delayed more than thirty (30) days after the Delivery Date, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after beyond the Delivery Date, the Contract Price shall be reduced by deducting there from therefrom as follows: 31st 1st - 60th 15th day No reduction 16th - 45th day NOK 40.000,- 20.000 per day 61st 46th - 180th day NOK 50.000,- 25.000 per day However, the total The maximum reduction in the Contract Price for delayed delivery shall not be more than as would be exceed the case for a delay of one hundred and fifty (150) days, counting from midnight total of the thirtieth above liquidated damages for 180 days of delay. (30thb) If the Vessel is delivered earlier than the contracted Delivery Date, the Buyer shall pay to the Builder a bonus by adding to the Contract Price NOK 20.000,- per day after for all days the Vessel is delivered earlier than the contracted Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. Date. (c) If the delay in delivery of the VESSEL should Vessel shall continue for a period in excess of hundred and fifty (150) 180 days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delays), then in such event, and after such period has expiredDate, the BUYER Buyer may at its option cancel this Contract in accordance with the provisions of Article VIII hereofContract. If one hundred and eighty (180) days of delay have elapsed after Provided the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER Buyer has not sent notice of cancellation as provided for in Article VIII hereofXII hereof within 185 days of delay having elapsed after the Delivery Date, the BUILDER Builder may demand in writing propose a new date for delivery of the VESSEL and demand that the BUYER Buyer shall make an election whether either to cancel the Contract, or to consent to the acceptance of the delivery at a specific future date reasonably estimated by the Builder to be the date when the Vessel will be ready for delivery; in which case the Buyer shall, within 15 days after such demand is received by Buyer, notify the Builder of its choice it being understood that, if the Buyer elects not to cancel and the Vessel is not delivered by such future date, the Buyer shall have the right to cancel the Contract. (d) If the total accumulated delay of non Permissible Delay and of Force Majeure Delay, but excluding other Permissible Delay, amounts to 270 days or more, then in such event the Buyer may cancel the Contract. The Builder may, at any time thereafter, demand in writing that the Buyer shall make an election either to cancel the Contract or accept to consent to the proposed new acceptance of the delivery at a specific future date reasonably estimated by the Builder to be the date when the Vessel will be ready for delivery, in which case the BUYER Buyer shall, within fifteen (15) 15 days after such demand is received by the BUYERBuyer, notify the BUILDER Builder of its choice; it being understood that, if the VESSEL Buyer elects not to cancel and the Vessel is not delivered by such agreed future date, the BUYER Buyer shall have the same right to cancel the Contract. (e) If it can be established beyond any reasonable doubt that the Vessel will be delayed for more than 180 days as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen per paragraph (15b) daysabove, or be delayed for more than 270 days as per paragraph (c) above, the BUYER Buyer shall be deemed have a right forthwith to have accepted cancel the new date for delivery as proposed by the BUILDERContract.

Late Delivery. Provided that this Lease has been fully executed by all parties, if the Early Access Date has not occurred: (i) with respect to the Phase I Premises, on or before June 30, 2020; (ii) with respect to all of the Phase II Premises, on or before September 1, 2020; and (iii) with respect to all of the Phase III Premises, on or before April 1, 2021 (each, an “Outside Early Access Date”), then following the applicable Commencement Date (or, if applicable, following the applicable Rent Abatement Period, as defined below), Tenant shall be entitled to one (1) day of rent abatement, solely with respect to a Phase that contains a Floor that has an Early Access Date that occurs after the Outside Early Access Date applicable to such Phase, for every day in the period beginning on the Outside Early Access Date applicable to such Phase and ending on the date on which the Early Access Date has occurred for all Floors within such Phase. In addition, provided that this Lease has been fully executed by all parties, if the Early Access Date for all Floors of the Phase I Premises has not occurred on or before December 31, 2021 (the “Required Phase I Early Access Date”), then Tenant, as its sole and exclusive remedy, shall have the option to terminate this Lease exercisable by giving written notice to Landlord on or before the earlier of: (a) No adjustment shall be made and the Contract Price shall remain unchanged for date that is three (3) business days after the first thirty (30) days of delay in delivery of the VESSEL beyond the Delivery Date (ending as of twelve o’clock midnight of the thirtieth (30th) day of delay). Required Phase I Early Access Date; or (b) If the delivery date immediately prior to the date on which the Early Access Date has occurred for all of Floors of the VESSEL Phase I Premises. Landlord and Tenant acknowledge and agree that: (i) the determination of each Early Access Date shall take into consideration the effect of any Tenant Delays; and (ii) each Outside Early Access Date and the Required Phase I Early Access Date shall each be postponed by the number of days each such date is delayed more than thirty due to any delays in obtaining permits or other governmental approvals, strikes, acts of God, shortages of labor or materials, war, terrorist acts, civil disturbances and other causes beyond the reasonable control of Landlord (30provided that with respect to clause (ii) only, such delay shall not exceed one hundred twenty (120) days after the Delivery Date, then, for any specific matter). The late delivery remedies set forth above shall in such event, beginning at twelve o’clock midnight no event apply to any Floor of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delays), then in such event, and after such period has expired, the BUYER may at Premises on which Tenant is conducting its option cancel this Contract in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen (15) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER shall be deemed to have accepted the new date for delivery as proposed by the BUILDERbusiness operations.

Late Delivery. (a) No adjustment Somaxon shall use Commercially Reasonable Efforts to meet the delivery dates and order quantities indicated in the Purchase Orders accepted pursuant to Section 3.3. If any circumstances occur that could reasonably be made and expected to result in any delivery delay or variation in quantity exceeding that set forth in Section 3.3(c), Somaxon shall, as soon as reasonably practicable, inform Paladin thereof in sufficient detail for Paladin to assess the Contract Price shall remain unchanged for the first thirty (30) days of likelihood that such delivery delay or variation in delivery quantity will adversely affect its inventory situation. Any shipment delivered that is within 10% of the VESSEL beyond the Delivery Date (ending as of twelve o’clock midnight quantity ordered and/or 20 Business Days of the thirtieth (30th) day of delay)delivery date specified on the relevant accepted Purchase Order will be considered as delivered on time. (b) If In the delivery of event that Somaxon is unable or otherwise fails to deliver Bulk Product pursuant to the VESSEL is delayed more than thirty applicable Purchase Order on time (30) days after the Delivery Date, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction provided in the Contract Price shall not be more than as would be the case for a delay last sentence of one hundred and fifty subsection (150a) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delaysthis Section 3.5), then in such event, and after such period has expired, the BUYER may at its option cancel this Contract in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen (15) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER Somaxon shall be deemed to have accepted committed a “Purchase Order Failure”. In the event of a Purchase Order Failure, Somaxon shall, as soon as reasonably possible (and in any event not later than 25 Business Days from the stated delivery date in the confirmed Purchase Order), notify Paladin in writing of such Purchase Order Failure, which notice (a “Purchase Order Failure Notice”) shall inform Paladin of the date on which Somaxon reasonably expects to be able to deliver Bulk Product subject to the Purchase Order Failure Notice (the “Purchase Order Default Supplies”) to Paladin. Somaxon shall use Commercially Reasonable Efforts to deliver the delayed Purchase Order Default Supplies promptly after the date of the Purchase Order Failure. Where and to the extent that any Purchase Order Failure is due to any Non-Conformity, and regardless of whether such Non-Conformity is detected by Somaxon prior to release or shipment of the applicable Bulk Product or by Paladin following delivery in accordance with the rejection procedure set forth in Section 4.2, following a determination of such Non-Conformity Somaxon shall be required to manufacture and deliver new date for delivery Bulk Product to Paladin in accordance with Paladin’s ordered requirements as proposed by the BUILDERsoon as reasonably practicable (and in any event shall commence manufacture not later than 40 days after such final determination). Paladin shall have a duty to use Commercially Reasonable Efforts to mitigate any damages which it may suffer as a result of any Purchase Order Failure.

Late Delivery. (a) No adjustment Charterer may at any time request Owner to provide a written estimate of the actual date (and time) on which the Vessel will be delivered to Charterer. If the delivery date so estimated falls after the Cancelling Date, Charterer shall advise Owner in writing within ***** of receipt of Owner’s estimate whether Charterer will (i) cancel this Charter, (ii) exercise its rights pursuant to Clause 28 or (iii) accept such proposed date as the new delivery date of the Vessel (in which case, such later date shall become for all purposes of this Charter the “Scheduled Delivery Date”). In the event there is a delay in the delivery of the Vessel by reason of Owner’s wilful misconduct, Charterer shall be made and entitled to recover from Owner such actual damages or losses suffered by reason of such delayed delivery. (b) In the event that the Vessel is not delivered to Charterer on the Scheduled Delivery Date for reasons other than an Event of Charterer’s Default or Force Majeure, Owner shall pay liquidated damages to Charterer in *****. (c) Owner shall, at its cost, diligently pursue any claim it may have under the Modification Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery of the VESSEL beyond Vessel and shall keep Charterer fully informed of the status of such claims. (d) For the avoidance of doubt, Owner and Charterer hereby agree that the compensation payable pursuant to Clause 6.6(b) is (i) Charterer’s sole remedy for delay in delivery except where Clause 6.10(e) applies, and (ii) a reasonable and genuine pre-estimate of the damages that Charterer would suffer as a result of Owner’s failure to deliver the Vessel on the Scheduled Delivery Date. (e) Should Owner fail to deliver the Vessel within ***** of the Scheduled Delivery Date (ending as of twelve o’clock midnight such date, the “Cancelling Date”) or the date that replaces the Cancelling Date pursuant to Clauses 6.8, 6.9 or 6.10(a), Charterer will have the right to terminate this Charter at any time thereafter prior to delivery of the thirtieth (30th) day of delayVessel in accordance with Clause 6.10(a), and such right to terminate shall be without prejudice to Charterer’s right to receive compensation pursuant to Clause 6.10(b). (bf) If the delivery Delivery of the VESSEL Vessel in accordance with this Clause 6 is delayed more than thirty (30) days after the Delivery Datea condition of this Charter and a fundamental obligation of Owner and, thensave as expressly provided in this Charter, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price Owner shall not be more than as would be the case excused from performance of its obligations for any reason whatsoever including, without limitation, a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delays), then in such event, and after such period has expired, the BUYER may at its option cancel this Contract in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen (15) days after such demand is received failure by the BUYER, notify Builder to deliver the BUILDER Vessel to Owner for any reason including without limitation the liquidation or insolvency of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER shall be deemed to have accepted the new date for delivery as proposed by the BUILDERBuilder.

Late Delivery. In the event PV Modules are delivered more than twenty-one (a21) No adjustment shall be made days following the later of (i) four (4) months following Buyer’s issuance of the Purchase Order or (ii) the delivery date requested in Buyer’s Purchase Order, SunPower agrees to immediately dedicate its entire factory production to fulfilling Buyer’s Purchase Order, and the Contract Price shall remain unchanged ship such PV Modules via air freight to a delivery location then requested by Buyer at SunPower’s expense. Buyer may cancel any Purchase Order for the first PV Modules not delivered within thirty (30) days of delay in delivery of the VESSEL beyond the Delivery Date foregoing deadline and Buyer shall have no further liability under such Purchase Order to SunPower. If Buyer does not cancel such Purchase Order within seven (ending as of twelve o’clock midnight of the thirtieth (30th7) day of delay). (b) If the delivery of the VESSEL is delayed more than days following this thirty (30) days after day period, and the Delivery DatePV Modules are not delivered within six (6) weeks following the original delivery deadline, then, in such event, beginning SunPower will pay Buyer late delivery penalties at twelve o’clock midnight a rate of *** of the thirtieth (30th) day after gross purchase price stated in the Delivery Dateapplicable Purchase Order per week thereafter, the Contract Price up to a maximum of *** of such purchase price. Such penalties shall be reduced paid by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and fifty SunPower within sixty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delays), then in such event, and after such period has expired, the BUYER may at its option cancel this Contract in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen (1560) days after they become applicable and SunPower receives PowerLight’s written demand for payment. If SunPower has not delivered the PV Modules within twelve (12) weeks following the original delivery deadline, Buyer may at any time thereafter cancel the applicable Purchase Order and Buyer shall have no further liability under such demand is received Purchase Order to SunPower. Notwithstanding anything herein, PowerLight shall be entitled, in its *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION. discretion, to reduce PowerLight’s minimum quantity of MWp to be purchased in the applicable year of delivery by the BUYER, notify the BUILDER quantity of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER shall be deemed to have accepted the new date for delivery as proposed by the BUILDERMWp set forth in any Purchase Order cancelled under this Section 3(c).

Late Delivery. (a) No adjustment shall be made and Notwithstanding anything to the Contract Price shall remain unchanged for the first thirty (30) days of contrary in this Lease, Landlord’s only liability with respect to delay in delivery of the VESSEL beyond Initial Premises or the Additional Premises or for an Existing Bathroom Landlord Delay (as defined in Section 3.02) or a Generator Landlord Delay (as defined in Section 32.01) shall be that (a) the Rent Commencement Date (i) for the Initial Premises shall be postponed for the total of two (2) days for each day after the applicable Projected Delivery Date (ending as of twelve o’clock midnight that the actual Delivery Date occurs with respect to such portion of the thirtieth Premises after deducting from such total the number of days of Tenant Delay, (30thii) for the Additional Premises shall be postponed for the total of two (2) days for each day after the applicable Projected Delivery Date that the actual Delivery Date occurs with respect to such portion of the Premises after deducting from such total the number of days of Tenant Delay (each, a “Delivery Delay”), (b) the Rent Commencement Date for the Initial Premises shall be postponed for an additional amount of two (2) days for each day of delay)Existing Bathroom Landlord Delay, as defined in Section 3.02, related to the Existing Bathrooms in the Initial Premises, (c) the Rent Commencement Date for the Additional Premises shall be postponed for an additional amount of two (2) days for each day of Existing Bathroom Landlord Delay, as defined in Section 3.02, related to the Existing Bathrooms in the Additional Premises, and (d) the Rent Commencement Date for the Initial Premises shall be postponed for an additional amount of two (2) days for each day of Generator Landlord Delay, as defined in Section 32.01. The provisions of this subsection 3.04(a) shall apply even if any Delivery Delay, Generator Landlord Delay, or Existing Bathroom Landlord Delay was caused by Force Majeure. (b) If Landlord shall indemnify, defend and hold Tenant harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the delivery extent permitted by Law) (collectively referred to as “Losses”), which may be imposed upon, incurred by or asserted against Tenant by its existing landlord with respect to space currently leased by Tenant at Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx but only to the extent arising out of, or in connection with, such landlord’s loss of an executed new lease transaction directly resulting from a holdover by Tenant at said Xxxxxxxxxx Street space due to either (i) a Delivery Delay with respect to the VESSEL is delayed more than thirty Initial Premises, (30ii) days after a Generator Landlord Delay, as defined in Section 32.01, or (iii) an Existing Bathroom Landlord Delay, as defined in Section 3.02, related to the Delivery Date, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction Existing Bathrooms in the Contract Price Initial Premises. Landlord shall indemnify, defend and hold Tenant harmless against and from all Losses which may be imposed upon, incurred by or asserted against Tenant by its existing landlord with respect to space currently leased by Tenant at Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx but only to the extent arising out of, or in connection with, such landlord’s loss of an executed new lease transaction directly resulting from a holdover by Tenant at such Summer Street space due to either (A) a Delivery Delay with respect to the Additional Premises or (B) an Existing Bathroom Landlord Delay, as defined in Section 3.02, related to the Existing Bathrooms in the Additional Premises. Notwithstanding any provision of this Lease to the contrary, with respect to this subsection 3.04(b) only, any Delivery Delay, Generator Landlord Delay, or Existing Bathroom Landlord Delay shall not be more than as would be the case for a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delays), then in such event, and after such period has expired, the BUYER may at its option cancel this Contract in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen (15) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER shall be deemed to have accepted occurred if such delay was caused by Force Majeure. Landlord shall have the new right to participate in the defense of such matters and shall have a right of approval over any settlement, which approval shall not be unreasonably withheld, and Tenant shall cooperate with Landlord with respect to the defense thereof. Tenant represents that the expiration date for delivery as proposed of its Xxxxxxxxxx Street lease is April 30, 2010 and of its Summer Street lease is May 31, 2011. In all events, however, Landlord shall use good faith efforts to timely deliver the Initial Premises, the Additional Premises, and the Generator by the BUILDERapplicable delivery date, and upon any failure to deliver by such date, Landlord shall continue to use best efforts to deliver the same as soon as reasonably practicable thereafter.

Late Delivery. (a) No adjustment Patheon agrees to use its commercially reasonable efforts to deliver Drug Products hereunder on the scheduled delivery dates as set forth in the relevant Firm Orders. It shall not be considered a breach of this Agreement if, for any batch for which Patheon has accepted a Firm Order, at least [*] percent ([*]%) of Drug Product which conforms to the Specifications is made available for delivery within [*] business days following the date originally agreed upon for delivery in such Firm Order (the “Scheduled Delivery Date”). However, it shall be made and deemed to be a late delivery if Patheon delivers a shipment of Drug Products later than [*] business days after the Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery of the VESSEL beyond the relevant Scheduled Delivery Date (ending as of twelve o’clock midnight of such date [*] business days after the thirtieth (30th) day of delayScheduled Delivery Date, the “Late Delivery Date”). (b) If the Patheon has learned that any delivery of Drug Product may be expected to: (i) have less than [*] percent ([*]%) of the VESSEL is delayed more than thirty quantity stated in the relevant Firm Order; and/or (30ii) days be delivered after the Late Delivery Date, thenaccording to Patheon’s master delivery plan, in then Patheon shall: (1) as soon as practical, notify Gilead; (2) ensure that [*] of this issue; and (3) develop and implement a [*] to the extent reasonably practicable or any [*] thereof. (c) Notwithstanding the previous paragraph, Patheon will notify Gilead as promptly as practicable of such eventanticipated late or short delivery that is likely to occur despite Patheon’s efforts (the “Notice”). (d) If, beginning at twelve o’clock midnight to the extent not caused by any of the thirtieth (30th) day events set forth in Section 5.3(h), during any period of [*], Patheon delivers after the relevant Late Delivery DateDate [*] (a “Delivery Default”), then at Gilead’s option, Gilead may request a meeting [*]. The request for the meeting shall be given within [*] from the date of Notice, and the meeting shall be held within [*] from the date of the request. (e) At the meeting, the Contract Price Parties will negotiate diligently and in good faith to mutually agree upon [*] for: (i) any [*] of Drug Product occurring after [*]; or (ii) any delivery of Drug Products having [*] of the quantity stated [*]. The Parties will, thereafter, enter into an amendment to this Agreement to reflect the mutually agreed resolutions (the “Amending Agreement”). (f) If after entering the Amending Agreement and to the extent not caused by any of the events set forth in Section 5.3(h), there is another Delivery Default, then such default shall deemed to be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day Howevera material breach of this Agreement and Gilead may terminate this Agreement pursuant to Section 9.3(e). (g) For purposes of determining a Delivery Default pursuant to Section 5.3(d), the total reduction in the Contract Price a batch shall not be more counted as having been delivered after the Late Delivery Date if, with respect to such batch: (i) the period between the day that Patheon provides the relevant Disposition Package to Gilead and the Scheduled Delivery Date is as long or longer than the release review period, which shall be [*] or such other period as mutually agreed; (ii) the batch has no deviations from the applicable Specifications or cGMPs that reasonably prevent Gilead from releasing such batch within the agreed release review period, which shall be [*] or such other period as mutually agreed; (iii) there are no deviations in the shipment of such batch that would form the basis of a Deficiency Notice pursuant to Section 5.4(b); and (iv) Patheon actually makes such batch available for delivery within the agreed time frame following release by Gilead. (h) Notwithstanding anything to the contrary in this Section 5.3, Patheon shall not be responsible for the case for a delay of one hundred and fifty (150) days, counting from midnight failure to satisfy any Firm Order to the extent caused by any of the thirtieth following events: (30thi) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery Gilead’s failure to have delivered to Patheon adequate supplies of the VESSEL should continue for applicable API; (ii) Gilead’s failure to deliver forecasts pursuant to Section 2.3; (iii) Gilead’s failure to timely deliver specifications or other technical information necessary to perform the Processing services; (iv) a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delays)Force Majeure event outlined in Section 10:10, then in provided that Patheon complies with its obligations to address any such event, and after such period has expired, the BUYER may at its option cancel this Contract Force Majeure event in accordance with Section 10.10; (v) Gilead’s failure to deliver the provisions of Article VIII hereof. If one hundred and eighty Firm Orders in accordance with Section 2.3(b); or (180vi) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether Gilead’s changes to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen (15) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER shall be deemed to have accepted the new date for delivery as proposed by the BUILDERany Firm Orders.

Late Delivery. (a) No adjustment Charterer may at any time request Owner to provide a written estimate of the actual date (and time) on which the Vessel will be delivered to Charterer. If the delivery date so estimated falls after the Cancelling Date, Charterer shall advise Owner in writing within ***** of receipt of Owner’s estimate whether Charterer will (i) cancel this Charter, (ii) exercise its rights pursuant to Clause 28 or (iii) accept such proposed date as the new delivery date of the Vessel (in which case, such later date shall become for all purposes of this Charter the “Scheduled Delivery Date”). In the event there is a delay in the delivery of the Vessel by reason of Owner’s wilful misconduct, Charterer shall be made and entitled to recover from Owner such actual damages or losses suffered by reason of such delayed delivery. (b) In the event that the Vessel is not delivered to Charterer on the Scheduled Delivery Date for reasons other than an Event of Charterer’s Default or Force Majeure, Owner shall pay liquidated damages to Charterer *****. (c) Owner shall, at its cost, diligently pursue any claim it may have under the Modification Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery of the VESSEL beyond Vessel and shall keep Charterer fully informed of the status of such claims. (d) For the avoidance of doubt, Owner and Charterer hereby agree that the compensation payable pursuant to Clause 6.6(b) is (i) Charterer’s sole remedy for delay in delivery except where Clause 6.10(e) applies, and (ii) a reasonable and genuine pre-estimate of the damages that Charterer would suffer as a result of Owner’s failure to deliver the Vessel on the Scheduled Delivery Date. (e) Should Owner fail to deliver the Vessel within ***** of the Scheduled Delivery Date (ending as of twelve o’clock midnight such date, the “Cancelling Date”) or the date that replaces the Cancelling Date pursuant to Clauses 6.8, 6.9 or 6.10(a), Charterer will have the right to terminate this Charter at any time thereafter prior to delivery of the thirtieth (30th) day of delayVessel in accordance with Clause 6.10(a), and such right to terminate shall be without prejudice to Charterer’s right to receive compensation pursuant to Clause 6.10(b). (bf) If the delivery Delivery of the VESSEL Vessel in accordance with this Clause 6 is delayed more than thirty (30) days after the Delivery Datea condition of this Charter and a fundamental obligation of Owner and, thensave as expressly provided in this Charter, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price Owner shall not be more than as would be the case excused from performance of its obligations for any reason whatsoever including, without limitation, a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delays), then in such event, and after such period has expired, the BUYER may at its option cancel this Contract in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen (15) days after such demand is received failure by the BUYER, notify Builder to deliver the BUILDER Vessel to Owner for any reason including without limitation the liquidation or insolvency of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER shall be deemed to have accepted the new date for delivery as proposed by the BUILDERBuilder.

Late Delivery. (a) No adjustment shall be made and the Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery of the VESSEL beyond the Delivery Date (ending as of twelve o’clock midnight of the thirtieth (30th) day of delay). (b) If the delivery of the VESSEL Vessel is delayed more than thirty (30) days after the Delivery Date, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after beyond the Delivery Date, the Contract Price shall be reduced by deducting there from therefrom as follows: 1st - 30th day No reduction 31st - 60th 90th day 100.000 NOK 40.000,- per pr. day 61st 91st - 180th day 160.000 NOK 50.000,- per pr. day However, the total The maximum reduction in the Contract Price for delayed delivery shall not be more than as would be exceed the case for a delay of one hundred and fifty (150) days, counting from midnight total of the thirtieth above liquidated damages for 180 days of delay. (30thb) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should Vessel shall continue for a period in excess of hundred and fifty (150) 180 days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delays), then in such event, and after such period has expiredDate, the BUYER Buyer may at its option cancel this Contract in accordance with the provisions of Article VIII hereofContract. If one hundred and eighty (180) days of delay have elapsed after Provided the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER Buyer has not sent notice of cancellation as provided for in Article VIII hereof, XII hereof within 185 days of delay having elapsed after the BUILDER Delivery Date the Builder may demand in writing propose a new date for delivery of the VESSEL and demand that the BUYER Buyer shall make an election whether either to cancel the Contract, or to consent to the acceptance of the delivery at a specific future date reasonably estimated by the Builder to be the date when the Vessel will be ready for delivery; in which case the Buyer shall, within 15 days after such demand is received by Buyer, notify the Builder of its choice it being understood that, if the Buyer elects not to cancel and the Vessel is not delivered by such future date, the Buyer shall have the right to cancel the Contract. (c) If the total accumulated delay of non Permissible Delay and of Force Majeure Delay, but excluding other Permissible Delay, amounts to 270 days or more, then in such event the Buyer may cancel the Contract. The Builder may, at any time thereafter, demand in writing that the Buyer shall make an election either to cancel the Contract or accept to consent to the proposed new acceptance of the delivery at a specific future date reasonably estimated by the Builder to be the date when the Vessel will be ready for delivery, in which case the BUYER Buyer shall, within fifteen (15) 15 days after such demand is received by the BUYERBuyer, notify the BUILDER Builder of its choice; it being understood that, if the VESSEL Buyer elects not to cancel and the Vessel is not delivered by such agreed future date, the BUYER Buyer shall have the same right to cancel the Contract. (d) If it can be established beyond any reasonable doubt that the Vessel will be delayed for more than 180 days as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen per paragraph (15b) daysabove, or be delayed for more than 270 days as per paragraph (c) above, the BUYER Buyer shall be deemed have a right forthwith to have accepted cancel the new date for delivery as proposed by the BUILDERContract.

Late Delivery. (a) No adjustment Xxxxxxxx shall be made and the Contract Price shall remain unchanged for the first thirty (30) days notify Xxxxxxx in writing with reference to this Section 7.6 of delay in any delivery of the VESSEL beyond the Delivery Date (ending as of twelve o’clock midnight of the thirtieth (30th) day of delay). (b) If the delivery of the VESSEL is delayed more that will occur later than thirty (30) days after the Delivery Date, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day [****] after the Delivery Date at specified in the above specified rate applicable Purchase Order (“Late Delivery”). Xxxxxxx shall also notify Xxxxxxxx in writing with reference to this Section 7.6 of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in any delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day that actually occurs later than [****] after the Delivery Date specified in the applicable Purchase Order. Xxxxxxx shall be entitled to require Xxxxxxxx to deliver those quantities required to make up the Late Delivery using the commercially reasonable quickest possible way (adjusted for Permissible Delays), then but in such event, any event no later than [****] at Xxxxxxx or at the location designated by Xxxxxxx in the Purchase Order from the date of the receipt of the written Late Delivery notice) at Xxxxxxxx’x cost and after such period has expired, the BUYER may at its option cancel this Contract in accordance with the provisions of Article VIII hereofrisk. If one hundred and eighty (180) days of delay have elapsed For any Late Delivery occurring more than [****] after the Delivery Date (adjusted for Permissible Delays)specified in the applicable Purchase Order, Xxxxxxx shall receive a discount of [****] on the then current Supply Prices. The aforementioned rights and remedies are the sole and exclusive rights and remedies of Xxxxxxx in case of Late Delivery and all other rights and remedies are expressly excluded, unless Xxxxxxxx acted in gross negligence or willful misconduct. Notwithstanding the foregoing, if more than [****] Late Deliveries occur within a certain [****], then Xxxxxxx’x rights and remedies in respect of any Late Delivery thereafter within such [****] period shall not be limited by this Section 7.6 and such [****] or more Late Deliveries occurring in the same [****] period may collectively be considered a material breach of this Agreement and, provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereofXxxxxxxx acted culpably, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen (15) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER Xxxxxxx shall have the same right to cancel as hereinabove seek damages for any such Late Delivery not cured by Xxxxxxxx pursuant to this Section 7.6; provided. Should , however, that (i) if Xxxxxxx has not notified Xxxxxxxx of such breach in writing at the BUYER fail latest by the end of the [****] period following the occurrence of the [****] Late Delivery, or (ii) in the event a Late Delivery is the result of a Force Majeure Event or the Parties otherwise agree in writing to give such notification within not count a Late Delivery towards the said fifteen (15) days[****] Late Delivery threshold described above, the BUYER Parties shall not consider such Late Delivery for the purposes of determining Xxxxxxx’x rights and remedies set forth in this sentence. For the avoidance of doubt, the Parties expressly agree that if the Parties have agreed on corrective actions as set forth in Section 4.4 and Xxxxxxxx has not delivered within [****] after the Delivery Date specified in the respective purchase order, this shall not be deemed to have accepted the new date for delivery as proposed by the BUILDERa Late Delivery.

Late Delivery. Notwithstanding the foregoing, (a1) No adjustment if the Work in the Premises is not Substantially Completed by the Liquidated Damages Date, Tenant may offset from its Basic Rent obligations first accruing following the Commencement Date, liquidated damages equal to the product of $1,882.79 multiplied by the number of days commencing on the Liquidated Damages Date and ending on the earlier of the 15th day following the Liquidated Damages Date or the day Landlord tenders possession of the Premises (with the Work to be performed by Landlord therein Substantially Completed); provided, if the Work in the Premises is not Substantially Completed by the 15th day following the (1) shall be made and Tenant's sole remedy for Landlord's failure to timely Substantially Complete the Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery of the VESSEL beyond the Delivery Date (ending as of twelve o’clock midnight of the thirtieth (30th) day of delay).Work; and (b2) If the Work in the Premises is not Substantially Completed by the Completion Termination Date, Tenant may terminate this Lease by delivering to Landlord written notice thereof at any time before the earlier of (A) ten days following the Completion Termination Date or (B) the date on which the Work in the Premises is Substantially Completed. Except as provided in Section 3.(b)(1) or as set forth in the next paragraph, the termination right afforded to Tenant under this Section 3.(b)(2) shall be Tenant's sole remedy for Landlord's failure to timely Substantially Complete the Work. Time is of the essence for the delivery of Tenant's termination notice under this Section 3; accordingly, if Tenant fails timely to deliver any such notice, Tenant's right to terminate this Lease under this Section 3.(b) (2) shall expire. As used herein, "COMPLETION TERMINATION DATE" means December 31, 2000, plus the VESSEL is delayed more than thirty (30) days after number of Tenant Delay Days and the number of Force Majeure Delay Days. As used herein, "LIQUIDATED DAMAGES DATE" means the Estimated Delivery Date, thenplus the number of Tenant Delay Days and the number of Force Majeure Delay Days. As used herein, "FORCE MAJEURE DELAY DAYS" means any delay in achieving Substantial Completion with respect to the Work due to the events specified in Section 25.(c) of this Lease provided such eventevents are not reasonably (i) foreseeable and (ii) preventable, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-Landlord. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delaysthis Lease is terminated by Tenant pursuant to this Section 3.(b)(2), then Landlord shall refund to Tenant the first monthly installment of Basic Rent delivered to Landlord pursuant to Section 4.(a) and reimburse Tenant for all reasonable architectural and attorney fees incurred by Tenant in such eventconnection with this Lease and the Working Drawings, and after such period has expired, the BUYER may at its option cancel this Contract in accordance with the provisions up to a maximum of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall$75,000, within fifteen (15) 30 days after delivery to Landlord of a statement of such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER shall be deemed to have accepted the new date for delivery as proposed by the BUILDERcosts.

Late Delivery. (a) No adjustment 12.1.1 The Contract Price shall be made subject to adjustments in the event of delayed redelivery (it being understood and agreed by both parties that any reduction of the Contract Price will be by way of liquidated damages and not by way of penalty), and LWB shall remain unchanged not in any way be responsible or liable for any other consequences by way of damages or otherwise as a consequence of delayed redelivery. 12.1.2 LWB shall prior to the second instalment being paid provide the Buyer with a production plan for the first thirty (30) days construction of the Vessel, and shall on each payment date as set out in Clause 11.5, notify the Owner of any delay in delivery the production plan of the VESSEL beyond the Delivery Date (ending as of twelve o’clock midnight construction of the thirtieth (30th) day Vessel and/or change in the scheduled Date for Completion of delay)the Vessel. (b) 12.1.3 If the delivery of the VESSEL Vessel is delayed more than thirty (30) days after the Delivery DateDate for Completion (as the same may be reset pursuant to Clause 7.3), then, in such event, beginning at twelve o’clock 12:00 midnight of on the thirtieth (30th) day Day falling [***] [Confidential Treatment] after the Delivery DateDate for Completion, the Contract Price shall be reduced by deducting there from as followstherefrom: 31st - 60th day NOK 40.000,- [***] [Confidential Treatment] per day 61st - 180th day NOK 50.000,- per day Day for each further Day of delay between 12:00 midnight on the [***] [Confidential Treatment] Day and 12:00 midnight on the [***] [Confidential Treatment] Day after the Date for Completion; and [***] [Confidential Treatment] for each further Day of delay between 12:00 midnight on the [***] [Confidential Treatment] Day and 12:00 midnight on the [***] [Confidential Treatment] Day after the Date for Completion. 12.1.4 However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred One Hundred and fifty Twenty (150120) daysDays, counting from 12:00 midnight of on the thirtieth (30th) day after the Delivery Date for Completion, at the above rates of reduction applicable to the relevant periods of delay as specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. in subclause 12. 12.1.5 If the delay in delivery redelivery of the VESSEL Vessel should continue for a period of hundred and fifty (150) days [***] [Confidential Treatment] from the thirty-first (31st) day after the Delivery Date for Completion (adjusted for Permissible DelaysDelay), then in such event, and after such period has expired, the BUYER Owner may at its option cancel terminate this Contract in accordance with the provisions of Article VIII Clause 19 hereof. If one hundred and eighty (180) days [***] [Confidential Treatment] of delay have elapsed after the Delivery Date for Completion (adjusted for Permissible Delays), Delay) and provided that the BUYER Owner has not sent notice of cancellation termination as provided for in Article VIII Clause 19 hereof, the BUILDER LWB may demand in writing propose a new date for delivery of the VESSEL and demand that the BUYER Owner shall make an election whether to cancel the Contract or accept the proposed new date for deliveryelection, in which case the BUYER Owner shall, within fifteen (15) days [***] [Confidential Treatment] after such demand is received by the BUYEROwner, notify the BUILDER LWB of its choiceintention either to terminate this Contract or to consent to the acceptance of redelivery of the Vessel at an agreed future date; it being understood that, if the VESSEL Vessel is not delivered by such agreed future date, the BUYER Owner shall have the same right to cancel terminate as hereinabove herein above provided. Should . 12.1.6 If the BUYER fail Owner fails to give make an election as specified above within such notification within the said fifteen Fifteen (15) daysDay period, the BUYER Owner shall be deemed to have accepted consented to the new redelivery of the Vessel at the future date for delivery as proposed by the BUILDERLWB.

Late Delivery. (a) No adjustment shall be made and Notwithstanding anything to the Contract Price shall remain unchanged for the first thirty (30) days of delay contrary contained in this Lease, if Landlord fails to tender delivery of the VESSEL beyond the Delivery Date (ending as of twelve o’clock midnight possession of the thirtieth entire Initial Premises to Tenant with Landlord’s Work Substantially Completed on or before the date (30ththe “First Rent Credit Date”) day of delay). that is sixty (b) If the delivery of the VESSEL is delayed more than thirty (3060) days after the Delivery later to occur of (i) January 1, 2015, and (ii) the date on which Tenant shall have obtained any building permit required by applicable Legal Requirements to commence the performance of the Initial Tenant Work, delivered to Landlord all items necessary to schedule the commencement of such work with Landlord and requested a date for the commencement of such work, then Tenant shall be entitled to a credit against the Base Rent payable with respect to the entire Initial Premises equal to (x) for the period beginning on the date immediately after the First Rent Credit Date and ending on the date (the “Second Rent Credit Date”) that is 60 days thereafter, one (1) day of such Base Rent per day until Landlord has so tendered delivery of possession of the entire Initial Premises to Tenant, (y) from and after the day immediately after the Second Rent Credit Date and ending on the date (the “Third Rent Credit Date”) that is 60 days thereafter, two (2) days of such Base Rent per day until Landlord has so tendered delivery of possession of the entire Initial Premises to Tenant and (z) from and after the day immediately after the Third Rent Credit Date, then, in three (3) days of such event, beginning at twelve o’clock midnight Base Rent per day until Landlord has so tendered delivery of possession of the thirtieth (30th) day after Initial Premises to Tenant; provided, however, that each of the Delivery First Rent Credit Date, the Contract Price Second Rent Credit Date and the Third Rent Credit Date shall be reduced extended by deducting there from one (1) day for each day that Landlord is delayed in performing Landlord’s Work as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day Howevera result of Unavoidable Delay and/or Tenant Delay (and, the total reduction in the Contract Price event Landlord is delayed in performing such Landlord’s Work as a result of Unavoidable Delay and/or Tenant Delay while any rent credit is accruing hereunder, such rent credit shall not be more than as would be cease accruing at all times during the case for a delay continuance of one hundred and fifty (150) daysany such Unavoidable Delay and/or Tenant Delay, counting from midnight except that in no event shall such cessation of the thirtieth (30thaccrual of the rent credit exceed 90 days in the aggregate due to Unavoidable Delay). Any such rent credit to which Tenant is entitled pursuant to this Section 2.05(b) day shall be applied, until fully depleted, against the first Rent due under this Lease from and after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delays), then in such event, and after such period has expired, the BUYER may at its option cancel this Contract in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen (15) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER shall be deemed to have accepted the new date for delivery as proposed by the BUILDERCommencement Date.

Late Delivery. (ai) No adjustment shall If the Commencement Date does not occur on or before December 15, 1999 (as such date may be made and extended as hereinbelow described, the Contract Price shall remain unchanged for "Penalty Date"), then Landlord agrees to provide Tenant an abatement of Base Rent equal to one day (based on the Base Rent payable during the first thirty Lease Year) for each day commencing on the Penalty Date and continuing to (30but not including) days the earlier to occur of (1) the Commencement Date or (2) the Second Penalty Date (as defined in Section 1(f)(ii) below). In the event of any delay in Landlord's delivery of the VESSEL beyond the Delivery Date (ending as Premises because of twelve o’clock midnight any of the thirtieth factors or cause described in Section 25 hereof or the wrongful acts or omissions of Tenant (30thincluding, without limitation, the factors or causes described in clauses (i) day or (vi) of Section 1(c)), the Penalty Date shall be automatically extended for a period equal to the period of such delay). In addition, if this Lease has not been executed by Tenant and delivered to Landlord in form satisfactory to Landlord by August 16, 1999, then the Penalty Date shall be extended by the number of days after August 16, 1999 until this Lease is executed by Tenant and delivered to Landlord in form satisfactory to Landlord. Further, if Tenant has not delivered the final Plans and Specifications to Landlord by September 8, 1999, then the Penalty Date shall be extended by the number of days after September 8, 1999 until Tenant has delivered such final Plans and Specifications to Landlord. (bii) If the delivery of the VESSEL is delayed more than thirty Commencement Date does not occur on or before January 17, 2000 (30) days after the Delivery Date, then, in as such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Datedate may be extended as hereinbelow described, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delays"Second Penalty Date"), then Landlord agrees to provide Tenant with temporary premises (as more particularly outlined below in such eventthis paragraph) for the period from the Second Penalty Date to (but not including) the Commencement Date, and after such period has expiredor, if applicable, the BUYER may date Tenant terminates this Lease pursuant to Section 1(f)(iii) below. In the event Landlord shall become obligated to provide Tenant with temporary premises pursuant to this Section, then such premises shall be of reasonably similar size and quality as Tenant's existing premises at its option cancel this Contract in accordance with 4 Caxxxxxxx Xxxxx, 0070 Xxxxxx Xxxx Xxxxx, Rochester, New York (the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays"Existing Premises"), located on the east side of Rochester in a suburban area and provided within approximately a 10 mile radius of the Existing Premises. Landlord shall reimburse Tenant for all of Tenant's reasonable out of pocket costs incurred in connection with such relocation and the rent payable at any such premises only to the extent that such rent at the BUYER has not sent notice temporary premises exceeds the rent that would have been payable at the Existing Premises during such period, assuming the rent at the Existing Premises would have been the same as the rent in effect at the Existing Premises during January of cancellation 2000. It is understood and agreed that Landlord may satisfy its obligations to temporarily relocate the premises as provided for described in Article VIII hereof, this paragraph by reaching an agreement with Tenants existing Landlord to allow Tenant to remain in the BUILDER may Existing Premises during such period. In the event of any delay in writing propose a new date for Landlord's delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen (15) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER shall be deemed to have accepted the new date for delivery as proposed by the BUILDER.the

Late Delivery. (a) No adjustment shall be made and In the Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery of the VESSEL beyond event the Delivery Date (ending is delayed beyond the Scheduled Delivery Date otherwise than as a result of twelve o’clock midnight default by Daewoo under the Building Contract or as a result of an Event of Force Majeure affecting Owner’s ability to perform, Charterer shall be entitled to recover from Owner such actual damages as it may be able to prove and such other remedies as may be available at law under the thirtieth (30th) day of delay)circumstances. (b) If If, due to a default by Daewoo under the delivery Building Contract, Owner does not deliver the Vessel in accordance with this Charter, then notwithstanding section 3.8(a), Charterer shall be entitled to recover from Owner, in respect of such late delivery, liquidated damages in the amount of ***** United States dollars (U.S. $*****) per day for every day (or part of a day) from the ***** day following the Scheduled Delivery Date; provided, however, that Owner’s liability under this sub-section (b) shall not exceed ***** United States dollars (U.S. $*****). (c) Charterer may cancel this Charter by giving notice thereof to Owner in any of the VESSEL following cases: (i) if the Vessel is not delivered by Owner to Charterer under this Charter by a date which is ***** days after the Scheduled Delivery Date; (ii) if the Delivery Date is delayed by reason of Events of Force Majeure suffered by Owner for more than thirty ***** days from the date which would have been the Scheduled Delivery Date but for the occurrence of one or more Events of Force Majeure affecting Owner’s ability to perform under this Charter; or (30iii) if there is a combination of such delays totaling in excess of ***** days. (d) In addition to Charterer’s rights under section 3.8(c), if, during the period of construction of the Vessel, Charterer reasonably determines on the basis of a Progress Report or other information available to it that the Delivery Date will not take place prior to the day which is two hundred forty (240) days after the Delivery Date, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Scheduled Delivery Date (adjusted for Permissible Delaysor such later date if change orders have been agreed under section 4.2), then in such event, and after such period has expired, the BUYER Charterer may at its option cancel this Contract in accordance Charter by giving written notice thereof to Owner. Prior to giving such notice of cancellation, Charterer shall first consult with the provisions of Article VIII hereofOwner to ascertain whether alternatives acceptable to Charterer can be implemented. If one hundred and eighty Charterer determines in its reasonable discretion that no such alternatives can be implemented, Charterer shall be free to exercise said option to cancel. (180e) days of delay If events have elapsed after occurred which would give Owner the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether right to cancel the Building Contract or accept without penalty, then Owner, subject to Owner first obtaining the proposed new date for delivery, in prior consent of all Mortgagees and Lessors (which case the BUYER shall, within fifteen (15) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL is may not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER be withheld provided that they are satisfied that there shall be deemed recovered from Daewoo or its refund guarantor sums payable to them as a result of such cancellation), shall exercise such rights upon the demand by and approval of Charterer, and Owner shall pay to Charterer any amounts which Owner is entitled to recover from Daewoo under the Building Contract as a result of said cancellation, minus: (i) amounts required to discharge all indebtedness to Owner’s shareholders and each Mortgagee and Lessor with respect to the Vessel; and (ii) Owner’s equity expended related to the construction, finance, ownership and operation of the Vessel. (f) Any cancellation under this section 3.8 shall be without prejudice to any other claims or rights Charterer may have accepted the new date for delivery as proposed by the BUILDERunder this Charter.

Late Delivery. (a) No adjustment Novartis shall use Commercially Reasonable Efforts to meet the delivery dates and order quantities indicated in the Purchaser Orders accepted pursuant to Section 3.3. If any circumstances occur that could reasonably be made and expected to result in any delivery delay or variation in quantity exceeding that set forth in Section 3.3(d), Novartis shall, as soon as reasonably practicable, inform Prometheus thereof in sufficient detail for Prometheus to assess the Contract Price shall remain unchanged for the first thirty likelihood that such delivery delay or variation in quantity will adversely affect its inventory situation. Any shipment delivered that is within plus or minus [***] percent (30+/-[***]%) days of delay in delivery of the VESSEL beyond the Delivery Date quantity ordered and/or plus or minus [***] (ending as of twelve o’clock midnight +/-[***]) Business Days of the thirtieth (30th) day of delay)delivery date specified on the relevant accepted Purchase Order will be considered as delivered on time. (b) If In the delivery of event that Novartis is unable or otherwise fails to deliver Product pursuant to the VESSEL is delayed more than thirty applicable Purchase Order on time (30) days after the Delivery Date, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction provided in the Contract Price shall not be more than as would be the case for a delay last sentence of one hundred and fifty subsection (150a) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delaysthis Section 3.5), then in such event, and after such period has expired, the BUYER may at its option cancel this Contract in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen (15) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL is not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER Novartis shall be deemed to have accepted committed a “Purchase Order Failure”. In the event of a Purchase Order Failure, Novartis shall, as soon as reasonably possible (and in any event not later than [***] from the stated delivery date in the confirmed Purchase Order), notify Prometheus in writing of such Purchase Order Failure, which notice (a “Purchase Order Failure Notice”) shall inform Prometheus of the date on which Novartis reasonably expects to be able to deliver the Product subject to the Purchase Order Failure Notice (the “Purchase Order Default Supplies”) to Prometheus. Novartis shall [***] deliver the delayed Purchase Order Default Supplies promptly after the date of the Purchase Order Failure. Where and to the extent that any Purchase Order Failure is due to any Non-Conformity, and regardless of whether such Non-Conformity is detected by Novartis prior to release or shipment of the applicable Products or by Prometheus following delivery in accordance with the rejection procedure set forth in Sections 4.2 and 4.3, following a determination of such Non-Conformity Novartis shall be required to manufacture and deliver new Product to Prometheus in accordance with Prometheus’ ordered requirements as soon as reasonably practicable (and in any event shall commence manufacture not later than [***] ([***]) days) after such final determination. Where and to the extent that Prometheus suffers any damages as a result of any Purchase Order Failure, notwithstanding, the provisions of Section 3.5(c) below, Prometheus shall, upon receipt of delayed Products, at its option and by written notice to Novartis, either (i) receive the corresponding price discount on the Actual Price for such late delivered Product, as established in Section 3.5(c) below; or (ii) have such rights and remedies as are afforded to at law or in equity, and/or as otherwise afforded to it under the Distribution Agreement. Notwithstanding anything set forth herein, Prometheus shall have a duty to use Commercially Reasonable Efforts to mitigate any damages which it may suffer as a result of any Purchase Order Failure. (c) In the event that a Purchase Order Failure causes any Product to be delivered more than [***] after the delivery date for such Product specified in the applicable Purchase Order therefore, Prometheus shall be entitled to receive a [***] percent ([***]%) discount on the Actual Price for such late delivered Product which would otherwise have been payable pursuant to Article 5. In the event that a Purchase Order Failure causes any Product to be delivered more than [***] after the delivery date for such Product specified in the applicable Purchase Order therefore, Prometheus shall be entitled to receive a [***] percent ([***]%) discount on the Actual Price for such late delivered Product which would otherwise have been payable pursuant to Article 5. In the event that a Purchase Order Failure causes any Product to ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. be delivered more than [***], after the delivery date for such Product specified in the applicable Purchase Order therefore, Prometheus shall be entitled to receive a [***] percent ([***]%) discount on the Actual Price for such late delivered Product which would otherwise have been payable pursuant to Article 5. Any discount amount owing to Prometheus pursuant to this Section 3.5(c) shall be paid, at Prometheus’ option, either by (a) reflecting such amount as proposed a reduction in the Actual Price in Novartis’ invoice for such Product subject to the late delivery, (b) granting Prometheus a credit against any future invoices for Product until the applicable discount amount has been fully applied, or (c) paying Prometheus such amount in cash, by the BUILDERcheck or via other payment method acceptable to Prometheus.

Late Delivery. (a) No adjustment shall be made and In the Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery of the VESSEL beyond event the Delivery Date (ending is delayed beyond the Scheduled Delivery Date otherwise than as a result of twelve o’clock midnight default by Daewoo under the Building Contract or as a result of an Event of Force Majeure affecting Owner’s ability to perform, Charterer shall be entitled to recover from Owner such actual damages as it may be able to prove and such other remedies as may be available at law under the thirtieth (30th) day of delay)circumstances. (b) If If, due to a default by Daewoo under the delivery of Building Contract, Owner does not deliver the VESSEL is delayed more than thirty (30) days after the Delivery Date, then, in such event, beginning at twelve o’clock midnight of the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delays), then in such event, and after such period has expired, the BUYER may at its option cancel this Contract Vessel in accordance with the provisions of Article VIII hereof. If one hundred and eighty (180) days of delay have elapsed after the Delivery Date (adjusted for Permissible Delaysthis Charter, then notwithstanding section 3.8(a), and provided Charterer shall be entitled to recover from Owner, in respect of such late delivery, liquidated damages in the amount of ***** United States dollars (U.S. $*****) per day for every day (or part of a day) from the ***** day following the Scheduled Delivery Date; provided, however, that the BUYER has Owner’s liability under this sub-section (b) shall not sent exceed ***** United States dollars (U.S. $*****). (c) Charterer may cancel this Charter by giving notice of cancellation as provided for thereof to Owner in Article VIII hereof, the BUILDER may in writing propose a new date for delivery any of the VESSEL and demand that the BUYER shall make an election whether to cancel the Contract or accept the proposed new date for delivery, in which case the BUYER shall, within fifteen following cases: (15i) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL Vessel is not delivered by Owner to Charterer under this Charter by a date which is ***** days after the Scheduled Delivery Date; (ii) if the Delivery Date is delayed by reason of Events of Force Majeure suffered by Owner for more than ***** days from the date which would have been the Scheduled Delivery Date but for the occurrence of one or more Events of Force Majeure affecting Owner’s ability to perform under this Charter; or (iii) if there is a combination of such agreed future date, delays totalling in excess of ***** days. (d) If events have occurred which would give Owner the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail Building Contract without penalty, then Owner, subject to give such notification within Owner first obtaining the said fifteen prior consent of all Mortgagees and Lessors (15) days, the BUYER which may not be withheld provided that they are satisfied that there shall be deemed recovered from Daewoo or its refund guarantor sums payable to them as a result of such cancellation), shall exercise such rights upon the demand by and approval of Charterer, and Owner shall pay to Charterer any amounts which Owner is entitled to recover from Daewoo under the Building Contract as a result of said cancellation, minus: (i) amounts required to discharge all indebtedness to Owner’s shareholders and each Mortgagee and Lessor with respect to the Vessel; and (ii) Owner’s equity expended related to the construction, finance, ownership and operation of the Vessel. (e) Any cancellation under this section 3.8 shall be without prejudice to any other claims or rights Charterer may have accepted the new date for delivery as proposed by the BUILDERunder this Charter.

Late Delivery. (a) No adjustment shall be made and In the Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery of the VESSEL beyond event the Delivery Date (ending is delayed beyond the Scheduled Delivery Date otherwise than as a result of twelve o’clock midnight default by Daewoo under the Building Contract or as a result of an Event of Force Majeure affecting Owner’s ability to perform, Charterer shall be entitled to recover from Owner such actual damages as it may be able to prove and such other remedies as may be available at law under the thirtieth (30th) day of delay)circumstances. (b) If If, due to a default by Daewoo under the delivery Building Contract, Owner does not deliver the Vessel in accordance with this Charter, then notwithstanding section 3.8(a), Charterer shall be entitled to recover from Owner, in respect of such late delivery, liquidated damages in the amount of ***** United States dollars (U.S. *****) per day for every day (or part of a day) from the ***** day following the Scheduled Delivery Date; provided, however, that Owner’s liability under this sub-section (b) shall not exceed ***** United States dollars (U.S. *****). (c) Charterer may cancel this Charter by giving notice thereof to Owner in any of the VESSEL following cases: (i) if the Vessel is not delivered by Owner to Charterer under this Charter by a date which is ***** days after the Scheduled Delivery Date; (ii) if the Delivery Date is delayed by reason of Events of Force Majeure suffered by Owner for more than thirty ***** days from the date which would have been the Scheduled Delivery Date but for the occurrence of one or more Events of Force Majeure affecting Owner’s ability to perform under this Charter; or (30iii) if there is a combination of such delays totaling in excess of ***** days. (d) In addition to Charterer’s rights under section 3.8(c), if, during the period of construction of the Vessel, Charterer reasonably determines on the basis of a Progress Report or other information available to it that the Delivery Date will not take place prior to the day which is two hundred forty (240) days after the Delivery Date, then, in such event, beginning at twelve o’clock midnight last day of the thirtieth initial Delivery Window (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting there from as follows: 31st - 60th day NOK 40.000,- per day 61st - 180th day NOK 50.000,- per day However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and fifty (150) days, counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction, i.e. the maximum reduction shall be NOK 7.200.000,-. If the delay in delivery of the VESSEL should continue for a period of hundred and fifty (150) days from the thirty-first (31st) day after the Delivery Date (adjusted for Permissible Delaysor such later date if change orders have been agreed under section 4.2), then in such event, and after such period has expired, the BUYER Charterer may at its option cancel this Contract in accordance Charter by giving written notice thereof to Owner. Prior to giving such notice of cancellation, Charterer shall first consult with the provisions of Article VIII hereofOwner to ascertain whether alternatives acceptable to Charterer can be implemented. If one hundred and eighty Charterer determines in its reasonable discretion that no such alternatives can be implemented, Charterer shall be free to exercise said option to cancel. (180e) days of delay If events have elapsed after occurred which would give Owner the Delivery Date (adjusted for Permissible Delays), and provided that the BUYER has not sent notice of cancellation as provided for in Article VIII hereof, the BUILDER may in writing propose a new date for delivery of the VESSEL and demand that the BUYER shall make an election whether right to cancel the Building Contract or accept without penalty, then Owner, subject to Owner first obtaining the proposed new date for delivery, in prior consent of all Mortgagees and Lessors (which case the BUYER shall, within fifteen (15) days after such demand is received by the BUYER, notify the BUILDER of its choice; it being understood that, if the VESSEL is may not delivered by such agreed future date, the BUYER shall have the same right to cancel as hereinabove provided. Should the BUYER fail to give such notification within the said fifteen (15) days, the BUYER be withheld provided that they are satisfied that there shall be deemed recovered from Daewoo or its refund guarantor sums payable to them as a result of such cancellation), shall exercise such rights upon the demand by and approval of Charterer, and Owner shall pay to Charterer any amounts which Owner is entitled to recover from Daewoo under the Building Contract as a result of said cancellation, minus: (i) amounts required to discharge all indebtedness to Owner’s shareholders and each Mortgagee and Lessor with respect to the Vessel; and (ii) Owner’s equity expended related to the construction, finance, ownership and operation of the Vessel. (f) Any cancellation under this section 3.8 shall be without prejudice to any other claims or rights Charterer may have accepted the new date for delivery as proposed by the BUILDERunder this Charter.