Common use of Remedies Upon Termination Clause in Contracts

Remedies Upon Termination. (a) In the event of termination of this Agreement by ORBCOMM as provided for hereinabove, Orbital shall: (i) At ORBCOMM's request, to the extent it is permitted to do so by law, regulation and any third party obligations pertaining thereto, deliver to ORBCOMM all completed items to be delivered under Article 2, work-in-process, drawings, and other technical data associated with the Work developed as part of the performance of the completed Milestones of this Agreement along with appropriate licenses to the intellectual property embodied in all such items, drawings and other technical data sufficient to enable ORBCOMM to use, make and have made such items, as would have been required as a deliverable had the work continued to completion, provided that such data and licenses shall be used exclusively for purposes related to the ORBCOMM System and shall be subject to appropriate confidentiality obligations. (ii) At ORBCOMM's request and to the fullest extent permitted by law, and subject to applicable laws, regulations and terms of this Agreement, transfer the applicable approvals, permits, and licenses pertaining to the goods delivered under this Agreement. (iii) Take all commercially reasonable steps to protect and preserve the property referred to in (i) above in the possession of Orbital until delivery to ORBCOMM. (iv) In the event this agreement is terminated as a result of a termination for convenience of the United States Government prime contract in support of which this agreement has been entered, provide to ORBCOMM as soon as possible but in any event not later than ninety (90) days after receipt of notice of such termination for convenience, a certified statement of all damages for which it will require ORBCOMM to seek reimbursement. In such event, Orbital shall retain all Milestone payments received to date and be reimbursed for all costs (including a reasonable fee thereon) that are in excess of Milestone payments received and for which ORBCOMM is able to obtain payment from the United States Government. Orbital shall cooperate fully with the United States Government and ORBCOMM regarding the presentation of a termination for convenience request for payment, including but not limited to providing all required certifications and permitting all required United States Government audits in conjunction therewith. ORBCOMM shall present the Orbital termination for convenience costs to the Government and shall use its best efforts to permit Orbital to be able to participate directly with the Government in the negotiation of those termination for convenience costs which pertain to Orbital. (v) In the event this Agreement is terminated solely for the convenience of ORBCOMM (and not due to the termination of the relevant United States prime contract), Orbital shall be entitled to retain all Milestone payments received to date and shall further be entitled to be reimbursed for all costs (including a reasonable fee) in excess of such Milestone payments that have been incurred by Orbital in support of this Agreement. Orbital shall have the obligation to mitigate all such costs to the extent such mitigation is possible. (vi) In the event that this Agreement is terminated for default, Orbital shall be permitted to retain the Milestone payments previously received prior to the termination subject to the following conditions. ORBCOMM shall be obliged to mitigate the damages sustained as a result of such default by Orbital to the extent permitted by the Contract. If ORBCOMM elects to complete the undelivered items specified in the Agreement, Orbital will be responsible for the reprocurement cost of the remaining undelivered items up to the value of those undelivered items as specified in this Agreement, and, if requested by ORBCOMM, Orbital will, for the sole purpose of enabling ORBCOMM to complete the undelivered items specified in the Agreement, make available to ORBCOMM Foreground and Background Information necessary to enable ORBCOMM or its designee to complete the items. Orbital will permit use of the aforementioned Foreground and Background Information by ORBCOMM's designee only after Orbital has been notified of ORBCOMM's intentions to make such Information available to a third party and Orbital and ORBCOMM's designee have executed a non-disclosure agreement, which will be in substantially the same form as that non-disclosure agreement which exists between Orbital and ORBCOMM at the time of execution of this Agreement, to protect such Information If ORBCOMM elects not to complete the undelivered items specified in the Agreement, ORBCOMM and Orbital shall agree on the disposition and amount of payment for undelivered manufacturing materials decided by the parties to be delivered to ORBCOMM. Failure to agree will be a dispute under Section 12.3. If, after termination, it is determined that Orbital was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Government. (b) Any disagreement under this provision, including disagreements with respect to ORBCOMM's right to seek a termination and the appropriate remedies for termination, shall be resolved in accordance with Article 12.3 of this Agreement.

Remedies Upon Termination. (a) In the event of termination of this Agreement by ORBCOMM as provided for hereinabove, Orbital OHB shall: (i) At ORBCOMM's request, to the extent it is permitted to do so by law, regulation and any third party obligations pertaining thereto, deliver to ORBCOMM all completed items to be delivered under Article 2, work-in-process, drawings, and other technical data associated with the Work developed as part of the performance of the completed Milestones of this Agreement along with appropriate licenses to the intellectual property embodied in all such items, drawings and other technical data sufficient to enable ORBCOMM to use, make and have made such items, as would have been required as a deliverable had the work continued to completion, provided that such data and licenses shall be used exclusively for purposes related to the ORBCOMM System and shall be subject to appropriate confidentiality obligations. (ii) At ORBCOMM's request and to the fullest extent permitted by law, and subject to applicable laws, regulations and terms of this Agreement, transfer the applicable approvals, permits, and licenses pertaining to the goods delivered under this Agreement. (iii) Take all commercially reasonable steps to protect and preserve the property referred to in (i) above in the possession of Orbital OHB until delivery to ORBCOMM. (iv) In the event this agreement is terminated as a result of a termination for convenience of the United States Government prime contract in support of which this agreement has been entered, provide to ORBCOMM as soon as possible but in any event not later than ninety (90) days after receipt of notice of such termination for convenience, a certified statement of all damages for which it will require ORBCOMM to seek reimbursementreimbursement from the Government. In such event, Orbital OHB shall retain all Milestone payments received to date and be reimbursed for all costs (including a reasonable fee thereon) that are in excess of Milestone payments received and for which ORBCOMM is able to obtain payment from the United States Government. Orbital OHB shall cooperate fully with the United States Government and ORBCOMM regarding the presentation of a termination for convenience request for payment, including but not limited to providing all required certifications and permitting all required United States Government audits in conjunction therewith. ORBCOMM shall present the Orbital OHB termination for convenience costs to the Government and shall use its best efforts to permit Orbital OHB to be able to participate directly with the Government in the negotiation of those termination for convenience costs which pertain to OrbitalOHB. -------------------------------------------------------------------------------- B10LG1197 - Revision New Page 9 ORBCOMM PROPRIETARY INFORMATION Concept Demonstration Satellite Bus Integration Test And Launch Services Procurement Agreement In such event, ORBCOMM shall not be responsible to pay to OHB any damages other than those which it is able to collect from the United States Government as a result of the termination for convenience request for payment. (v) In the event this Agreement is terminated solely for the convenience of ORBCOMM (and not due to the termination of the relevant United States prime contract), Orbital OHB shall be entitled to retain all Milestone payments received to date and shall further be entitled to be reimbursed for all costs (including a reasonable fee) in excess of such Milestone payments that have been incurred by Orbital OHB in support of this Agreement. Orbital OHB shall have the obligation to mitigate all such costs to the extent such mitigation is possible. (vi) In the event that this Agreement is terminated for defaultDefault, Orbital shall be permitted to retain the Milestone payments previously received prior to the termination subject to the following conditions. ORBCOMM shall be obliged to mitigate the damages sustained as a result of such default by Orbital OHB to the extent permitted by the Contract. If ORBCOMM elects to complete the undelivered items specified in the Agreement, Orbital OHB will be responsible for the reprocurement re-procurement cost of the remaining undelivered items up to the value of those undelivered items as specified in this Agreement, and, if requested by ORBCOMM, Orbital will, for the sole purpose of enabling ORBCOMM to complete the undelivered items specified in the Agreement, make available to ORBCOMM Foreground and Background Information necessary to enable ORBCOMM or its designee to complete the items. Orbital will permit use of the aforementioned Foreground and Background Information by ORBCOMM's designee only after Orbital has been notified of ORBCOMM's intentions to make such Information available to a third party and Orbital and ORBCOMM's designee have executed a non-disclosure agreement, which will be in substantially the same form as that non-disclosure agreement which exists between Orbital and ORBCOMM at the time of execution of this Agreement, to protect such Information If ORBCOMM elects not to complete the undelivered items specified in the Agreement, ORBCOMM and Orbital OHB shall agree on the disposition and amount of payment for undelivered manufacturing materials decided by the parties to be delivered to ORBCOMM. If ORBCOMM is required to seek an alternate source for the terminated items in order to comply with the requirements of the Contract, OHB will be responsible to reimburse ORBCOMM for all costs associated with the acquisition from such alternate source. Failure to agree will be a dispute under Section 12.3. If, after termination, it is determined that Orbital was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the GovernmentArticle 12. (b) Any disagreement under this provision, including disagreements with respect to ORBCOMM's right to seek a termination and the appropriate remedies for termination, shall be resolved in accordance with Article 12.3 of this Agreement.

Remedies Upon Termination. (a) In the event of termination or expiration of this Agreement by ORBCOMM as provided for hereinaboveAgreement, Orbital shallin addition to any other remedies available to either of the parties: (i) At ORBCOMM's request, Nordion shall use reasonable efforts to the extent it is permitted to do so by law, regulation and any third party obligations pertaining thereto, deliver to ORBCOMM terminate all completed items to be delivered activities under Article 2, work-in-process, drawings, and other technical data associated with the Work developed as part of the performance of the completed Milestones of this Agreement along with appropriate licenses to the intellectual property embodied in all such items, drawings and other technical data sufficient to enable ORBCOMM to use, make and have made such items, as would have been required as a deliverable had the work continued to completion, provided that such data and licenses shall be used exclusively for purposes related to the ORBCOMM System and shall be subject to appropriate confidentiality obligations.immediately; (ii) At ORBCOMM's within forty-five (45) days of such termination, at Molecular Insight Pharmaceuticals’ request and expense (subject to a quotation provided by Nordion and payable in advance at the request of Nordion) Nordion shall deliver to Molecular Insight Pharmaceuticals all data, documentation and other information belonging to Molecular Insight Pharmaceuticals pursuant to the fullest extent permitted by law, and subject to applicable laws, regulations and terms of this Agreement, transfer the applicable approvals, permits, and licenses pertaining to the goods delivered under this Agreement.; (iii) Take all commercially reasonable steps licenses granted by Molecular Insight Pharmaceuticals to protect and preserve the property referred to in (i) above in the possession of Orbital until delivery to ORBCOMM.Nordion under this Agreement shall immediately terminate, (iv) In within sixty (60) days of such termination all Precursor and Reference Standards remaining in inventory shall at Molecular Insight Pharmaceuticals’ option and expense (subject to a quotation provided by Nordion and payable in advance at the event request of Nordion) be disposed of or returned by Nordion to Molecular Insight Pharmaceuticals, and (v) upon the termination of this agreement is terminated Agreement for any reason, except a material breach by Nordion, Molecular Insight Pharmaceuticals shall reimburse Nordion for any reasonable expenses incurred in employee(s) severance as a result of a termination for convenience or arising from discontinuation of the United States Government prime contract in support Manufacture of which this agreement has been enteredAzedra, provide to ORBCOMM as soon as possible but in inventory write-down, facility decommissioning and any event not later than ninety (90) days after receipt of notice of such termination for convenience, a certified statement of all damages for which it will require ORBCOMM to seek reimbursement. In such event, Orbital shall retain all Milestone payments received to date and be reimbursed for all related waste disposal costs (including a reasonable fee thereonthe “Exit Fee”). This provision will not apply in the event Molecular Insight Pharmaceuticals meets its minimum purchase obligations during the first three (3) that are years of the Commercial Phase, , in excess which case Nordion, as owner of Milestone payments received the Facility, shall be responsible for any and for which ORBCOMM is able to obtain payment from the United States Government. Orbital shall cooperate fully all costs, expenses and actions necessary in connection with the United States Government and ORBCOMM regarding the presentation of a termination for convenience request for paymentreconditioning, including but not limited to providing all required certifications and permitting all required United States Government audits in conjunction therewith. ORBCOMM shall present the Orbital termination for convenience costs to the Government and shall use its best efforts to permit Orbital to be able to participate directly with the Government in the negotiation of those termination for convenience costs which pertain to Orbital. (v) In the event this Agreement is terminated solely for the convenience of ORBCOMM (and not due to the termination dismantling or disposing of the relevant United States prime contract), Orbital shall be entitled to retain all Milestone payments received to date and shall further be entitled to be reimbursed for all costs (including a reasonable fee) in excess of such Milestone payments that have been incurred by Orbital in support of this Agreement. Orbital shall have the obligation to mitigate all such costs to the extent such mitigation is possibleFacility or any parts thereof. (vi) In the event that this Agreement is terminated for default, Orbital Molecular Insight Pharmaceuticals shall be permitted pay to retain the Milestone payments previously received prior to the termination subject to the following conditions. ORBCOMM shall be obliged to mitigate the damages sustained as a result of such default by Orbital to the extent permitted by the Contract. If ORBCOMM elects to complete the undelivered items specified in the Agreement, Orbital will be responsible for the reprocurement cost Nordion any amounts otherwise due within thirty (30) days of the remaining undelivered items up to the value date of those undelivered items as specified in this Agreement, and, if requested by ORBCOMM, Orbital will, for the sole purpose of enabling ORBCOMM to complete the undelivered items specified in the Agreement, make available to ORBCOMM Foreground and Background Information necessary to enable ORBCOMM or its designee to complete the items. Orbital will permit use of the aforementioned Foreground and Background Information by ORBCOMM's designee only after Orbital has been notified of ORBCOMM's intentions to make such Information available to a third party and Orbital and ORBCOMM's designee have executed a non-disclosure agreement, which will be in substantially the same form as that non-disclosure agreement which exists between Orbital and ORBCOMM at the time of execution of this Agreement, to protect such Information If ORBCOMM elects not to complete the undelivered items specified in the Agreement, ORBCOMM and Orbital shall agree on the disposition and amount of payment for undelivered manufacturing materials decided by the parties to be delivered to ORBCOMM. Failure to agree will be a dispute under Section 12.3. If, after termination, it is determined that Orbital was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Government. (b) Any disagreement under this provision, including disagreements with respect to ORBCOMM's right to seek a termination and the appropriate remedies for termination, shall be resolved in accordance with Article 12.3 of this Agreement.