Common use of Termination and Liquidated Damages Clause in Contracts

Termination and Liquidated Damages. If (a) SELLER fails to tender delivery of any Aircraft within [***] days of the Scheduled Delivery Date (after giving effect to any extension thereof and/or any revised Scheduled Delivery Date acknowledged by BUYER) for that Aircraft if the delay is not due to a cause, set forth in section 16 or 17, or (b) SELLER fails to tender delivery of any Aircraft within [***] days of the Scheduled Delivery Date (after giving effect to any extension thereof and/or any revised Scheduled Delivery Date acknowledged by BUYER) for that Aircraft due to a cause set forth in section 16 or 17, then BUYER may terminate this Agreement immediately with respect to all undelivered Aircraft. In order to so terminate, BUYER shall provide SELLER written notice within [***] days after the end of the [***]-day period in clause (a) above or within [***] days of the end of the [***] day period in clause (b) above. Upon receipt of such notice, SELLER shall promptly return to BUYER all consideration paid hereunder for aircraft that have not been delivered together with all accrued interest thereon as well as any appropriate penalties incurred pursuant to section 17, and the parties shall be released from all further obligations under this Agreement with respect to undelivered Aircraft; however, the parties’ obligations with respect to delivered Aircraft shall remain in full force and effect. If BUYER fails to deliver notice of termination of this Agreement within the time period set forth in this paragraph, BUYER shall forfeit the right to terminate this Agreement with respect to the delivery default that gave rise to the termination right, and the Specified Delivery Date for the late aircraft shall be extended to be the same date as the Specified Delivery Date for the next Aircraft to be delivered hereunder, or if the late Aircraft is the last Aircraft to be delivered hereunder, the Specified Delivery Date shall be extended [***] days. SELLER may terminate this Agreement, upon [***] days written notice to BUYER, as a result of (a) BUYER’S unwarranted failure or refusal to accept delivery of the Aircraft within [***] days after SELLER has tendered the Aircraft for delivery or (b) BUYER’S failure to pay any installment of the Purchase Price when due, or (c) BUYER’S failure to make final payment of the Purchase Price at the xxxx XXXXXX tenders delivery of the Aircraft. In addition, SELLER may terminate this Agreement on written notice at any time prior to SELLER’S receipt of the Deposit Due at Purchase Agreement Execution. If this Agreement is terminated as a result of (a), (b) or (c) above, SELLER shall retain all payments theretofore made by BUYER as liquidated damages and not as a penalty, and the parties shall thenceforth be released from all further obligations hereunder with respect to undelivered Aircraft; however, the parties’ obligations with respect to delivered Aircraft shall remain in full force and effect. [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.

Termination and Liquidated Damages. If (a) SELLER fails to tender delivery of any Aircraft within [***] days of the Scheduled Delivery Date (after giving effect to any extension thereof and/or any revised Scheduled Delivery Date acknowledged by BUYER) for that Aircraft if the delay is not due to a cause, cause set forth in section 16 or 17, or (b) SELLER fails to tender delivery of any Aircraft within [***] days of the Scheduled Delivery Date (after giving effect to any extension thereof and/or any revised Scheduled Delivery Date acknowledged by BUYER) for that Aircraft due to a cause set forth in section 16 or 17, then BUYER may terminate this Agreement immediately with respect to all undelivered Aircraft. In , hi order to so terminate, BUYER shall provide SELLER written notice within [***] days after the end of the [***]-day period in clause (a) above or within [***] days of the end of the [***] day period in clause (b) above. Upon receipt of such notice, SELLER shall promptly return to BUYER all consideration paid hereunder for aircraft that have not been delivered together with all nil accrued interest thereon as well as any appropriate penalties incurred pursuant to section 17, and the parties shall be released from all further obligations under this Agreement with respect to undelivered Aircraft; however, the parties’ obligations with respect to delivered Aircraft shall remain in full force and effect. If BUYER fails to deliver notice of termination of this Agreement within the time period set forth in this paragraph, BUYER shall forfeit the right to terminate this Agreement with respect to the me delivery default that gave rise to the termination right, right and the Specified Delivery Date for the late aircraft shall be extended to be the same date as the Specified Delivery Date for the next Aircraft to be delivered hereunder, or if the late Aircraft is the last Aircraft to be delivered hereunder, the Specified Delivery Date shall be extended [***] days. SELLER may terminate this Agreement, Agreement upon [***] days written notice to BUYER, as a result of (a) BUYER’S unwarranted failure or refusal to accept delivery of the Aircraft within [***] days after SELLER has tendered the Aircraft for delivery or (b) BUYER’S failure to pay any installment of the Purchase Price when due, or (c) BUYER’S failure to make final payment of the Purchase Price at the xxxx txxx XXXXXX tenders delivery of the Aircraft. In addition, SELLER may terminate this Agreement on written notice at any time prior to SELLER’S receipt of the Deposit Due at Purchase Agreement Execution. If this Agreement is terminated as a result of (a), (b) or (c) above, SELLER shall retain all payments theretofore made by BUYER as liquidated damages and not as a penalty, and the parties shall thenceforth be released from all further obligations hereunder with respect to undelivered Aircraft; however, the parties’ obligations with respect to delivered Aircraft shall remain in full force and effect. [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.

Termination and Liquidated Damages. Alexion and PDL therefore agree that, in the event that PDL makes a good faith determination that Alexion has breached the No Contest Covenant of this Settlement Agreement (a “Breach”), PDL will provide notice to Alexion of such Breach no later than ninety (90) days from when a Section 16 officer of PDL first becomes actually aware of such Breach (or it will no longer have a right to claim that Alexion has Breached the No Contest Covenant with regard to such alleged Breach). Alexion will have ten (10) days after receipt of such notice to cure such Breach (the “Cure Period”) (although the presence of this cure provision is not an admission by PDL that any such Breach of the No Contest Covenant is curable). If Alexion fails to cure such Breach during the Cure Period or the Breach is not curable, then PDL must submit the dispute to arbitration pursuant to Section 5 to determine whether Alexion has Breached the No Contest Covenant (or, if applicable, failed to cure such Breach during the Cure Period) within sixty (60) days from the expiration of such Cure Period. For the avoidance of doubt, if PDL does not within such sixty (60) day period submit such dispute to arbitration pursuant to Section 5 to determine whether Alexion has Breached the No Contest Covenant (or if applicable, failed to cure such Breach during the Cure Period), PDL will no longer have any right to claim that Alexion has Breached the No Contest Covenant with regard to such alleged Breach. Only if an arbitrator panel has issued a decision pursuant to a proceeding conducted in accordance with Section 5 that PDL has proved in that arbitration, by a preponderance of the evidence, that Alexion has Breached the No Contest Provision prior to December 2, 2014, shall PDL be immediately entitled to the following relief upon written notice to Alexion that is delivered within ten (10) days after the arbitrator panel’s decision: (a) SELLER fails With respect to tender delivery of any Aircraft within [***] days each Other Licensed Product, at PDL’s discretion, PDL may increase the royalty payable under Section 3.2 of the Scheduled Delivery Date (after giving effect to any extension thereof and/or any revised Scheduled Delivery Date acknowledged by BUYER) for that Aircraft if the delay is not due to a cause, set forth in section 16 or 17, or (b) SELLER fails to tender delivery of any Aircraft within [***] days of the Scheduled Delivery Date (after giving effect to any extension thereof and/or any revised Scheduled Delivery Date acknowledged by BUYER) for that Aircraft due to a cause set forth in section 16 or 17, then BUYER may terminate this Agreement immediately with respect to all undelivered Aircraft. In order to so terminate, BUYER shall provide SELLER written notice within [***] days after the end of the [***]-day period in clause (a) above or within [***] days of the end of the [***] day period in clause (b) above. Upon receipt of such notice, SELLER shall promptly return to BUYER all consideration paid hereunder for aircraft that have not been delivered together with all accrued interest thereon as well as any appropriate penalties incurred pursuant to section 17, and the parties shall be released from all further obligations under this License Agreement with respect to undelivered Aircraft; howeversuch Other Licensed Product, the parties’ obligations with respect prospectively thereafter, to delivered Aircraft shall remain in full force and effect. If BUYER fails to deliver notice of termination of this Agreement within the time period set forth in this paragraph, BUYER shall forfeit the right to terminate this Agreement with respect to the delivery default that gave rise to the termination right, and the Specified Delivery Date for the late aircraft shall be extended to be the same date as the Specified Delivery Date for the next Aircraft to be delivered hereunder, or if the late Aircraft is the last Aircraft to be delivered hereunder, the Specified Delivery Date shall be extended [***] days. SELLER may terminate this Agreement, upon [***] days written notice to BUYER, as a result of (a) BUYER’S unwarranted failure or refusal to accept delivery of the Aircraft within [***] days after SELLER has tendered the Aircraft for delivery or Net Sales. (b) BUYER’S failure to pay any installment At PDL’s discretion, PDL may terminate Alexion’s right under Section 2.3 of the Purchase Price when due, or (c) BUYER’S failure License Agreement to make final payment add any products to Exhibit A of the Purchase Price at the xxxx XXXXXX tenders delivery of the Aircraft. In addition, SELLER may terminate this Agreement on written notice at any time prior to SELLER’S receipt of the Deposit Due at Purchase Agreement Execution. If this Agreement is terminated as a result of (a), (b) or (c) above, SELLER shall retain all payments theretofore made by BUYER as liquidated damages and not as a penalty, and the parties shall thenceforth be released from all further obligations hereunder with respect to undelivered Aircraft; however, the parties’ obligations with respect to delivered Aircraft shall remain in full force and effectLicense Agreement. [***] Confidential information has = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. EXECUTION COPY (c) Upon PDL’s written request, Alexion must immediately pay PDL liquidated damages of: (i) if there has been no Change in Control at the time of Alexion’s Breach, [*] for the harm to and decreased value of PDL’s licensing business resulting from PDL’s agreements with Alexion and the harm PDL will suffer from the business uncertainty caused by the disagreement and Alexion’s Breach of the No Contest Covenant; or (ii) if there has been a Change in Control at the time of Alexion’s Breach, [*] for the harm to and decreased value of PDL’s licensing business resulting from PDL’s agreements with Alexion and the harm PDL will suffer from the business uncertainty caused by the disagreement and Alexion’s Breach of the No Contest Covenant. For the avoidance of doubt, PDL shall be entitled to receive the relief set forth in Section 6.2(c) only once regardless of the number of Breaches of the No Contest Covenant. If PDL shall receive the relief set forth in Section 6.2(c)(i) or Section 6.2(c)(ii) with respect to a Breach of the No Contest Covenant, then Section 6.2(c) shall expire in its entirety. The relief set forth in this Section 6.2 and Section 6.3 shall be PDL’s sole and exclusive remedies for any Breach(es) of the No Contest Covenant.

Termination and Liquidated Damages. If (a) SELLER fails to tender delivery of any Aircraft within [***] days of the Scheduled Delivery Date (after giving effect to any extension thereof and/or any revised Scheduled Delivery Date acknowledged by BUYER) for that Aircraft if the delay is not due to a cause, cause set forth in section 16 or 17, or (b) SELLER fails to tender delivery of any Aircraft within [***] days of the Scheduled Delivery Date (after giving effect to any extension thereof and/or any revised Scheduled Delivery Date acknowledged by BUYER) for that Aircraft due to a cause set forth in section 16 or 17, then BUYER may terminate this Agreement immediately with respect to all undelivered Aircraft. In , hi order to so terminate, BUYER shall provide SELLER written notice within [***] days after the end of the [***]-day period in clause (a) above or within [***] days of the end of the [***] day period in clause (b) above. Upon receipt of such notice, SELLER shall promptly return to BUYER all consideration paid hereunder for aircraft that have not been delivered together with all nil accrued interest thereon as well as any appropriate penalties incurred pursuant to section 17, and the parties shall be released from all further obligations under this Agreement with respect to undelivered Aircraft; however, the parties’ obligations with respect to delivered Aircraft shall remain in full force and effect. If BUYER fails to deliver notice of termination of this Agreement within the time period set forth in this paragraph, BUYER shall forfeit the right to terminate this Agreement with respect to the me delivery default that gave rise to the termination right, right and the Specified Delivery Date for the late aircraft shall be extended to be the same date as the Specified Delivery Date for the next Aircraft to be delivered hereunder, or if the late Aircraft is the last Aircraft to be delivered hereunder, the Specified Delivery Date shall be extended [***] days. [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. SELLER may terminate this Agreement, Agreement upon [***] days written notice to BUYER, as a result of (a) BUYER’S unwarranted failure or refusal to accept delivery of the Aircraft within [***] days after SELLER has tendered the Aircraft for delivery or (b) BUYER’S failure to pay any installment of the Purchase Price when due, or (c) BUYER’S failure to make final payment of the Purchase Price at the xxxx txxx XXXXXX tenders delivery of the Aircraft. In addition, SELLER may terminate this Agreement on written notice at any time prior to SELLER’S receipt of the Deposit Due at Purchase Agreement Execution. If this Agreement is terminated as a result of (a), (b) or (c) above, SELLER shall retain all payments theretofore made by BUYER as liquidated damages and not as a penalty, and the parties shall thenceforth be released from all further obligations hereunder with respect to undelivered Aircraft; however, the parties’ obligations with respect to delivered Aircraft shall remain in full force and effect. [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.

Termination and Liquidated Damages. Alexion and PDL therefore agree that, in the event that PDL makes a good faith determination that Alexion has breached the No Contest Covenant of this Settlement Agreement (a “Breach”), PDL will provide notice to Alexion of such Breach no later than ninety (90) days from when a Section 16 officer of PDL first becomes actually aware of such Breach (or it will no longer have a right to claim that Alexion has Breached the No Contest Covenant with regard to such alleged Breach). Alexion will have ten (10) days after receipt of such notice to cure such Breach (the “Cure Period”) (although the presence of this cure provision is not an admission by PDL that any such Breach of the No Contest Covenant is curable). If Alexion fails to cure such Breach during the Cure Period or the Breach is not curable, then PDL must submit the dispute to arbitration pursuant to Section 5 to determine whether Alexion has Breached the No Contest Covenant (or, if applicable, failed to cure such Breach during the Cure Period) within sixty (60) days from the expiration of such Cure Period. For the avoidance of doubt, if PDL does not within such sixty (60) day period submit such dispute to arbitration pursuant to Section 5 to determine whether Alexion has Breached the No Contest Covenant (or if applicable, failed to cure such Breach during the Cure Period), PDL will no longer have any right to claim that Alexion has Breached the No Contest Covenant with regard to such alleged Breach. Only if an arbitrator panel has issued a decision pursuant to a proceeding conducted in accordance with Section 5 that PDL has proved in that arbitration, by a preponderance of the evidence, that Alexion has Xxxxxxxx the No Contest Provision prior to December 2, 2014, shall PDL be immediately entitled to the following relief upon written notice to Alexion that is delivered within ten (10) days after the arbitrator panel’s decision: (a) SELLER fails With respect to tender delivery of any Aircraft within [***] days each Other Licensed Product, at PDL’s discretion, PDL may increase the royalty payable under Section 3.2 of the Scheduled Delivery Date (after giving effect to any extension thereof and/or any revised Scheduled Delivery Date acknowledged by BUYER) for that Aircraft if the delay is not due to a cause, set forth in section 16 or 17, or (b) SELLER fails to tender delivery of any Aircraft within [***] days of the Scheduled Delivery Date (after giving effect to any extension thereof and/or any revised Scheduled Delivery Date acknowledged by BUYER) for that Aircraft due to a cause set forth in section 16 or 17, then BUYER may terminate this Agreement immediately with respect to all undelivered Aircraft. In order to so terminate, BUYER shall provide SELLER written notice within [***] days after the end of the [***]-day period in clause (a) above or within [***] days of the end of the [***] day period in clause (b) above. Upon receipt of such notice, SELLER shall promptly return to BUYER all consideration paid hereunder for aircraft that have not been delivered together with all accrued interest thereon as well as any appropriate penalties incurred pursuant to section 17, and the parties shall be released from all further obligations under this License Agreement with respect to undelivered Aircraft; howeversuch Other Licensed Product, the parties’ obligations with respect prospectively thereafter, to delivered Aircraft shall remain in full force and effect. If BUYER fails to deliver notice of termination of this Agreement within the time period set forth in this paragraph, BUYER shall forfeit the right to terminate this Agreement with respect to the delivery default that gave rise to the termination right, and the Specified Delivery Date for the late aircraft shall be extended to be the same date as the Specified Delivery Date for the next Aircraft to be delivered hereunder, or if the late Aircraft is the last Aircraft to be delivered hereunder, the Specified Delivery Date shall be extended [***] days. SELLER may terminate this Agreement, upon [***] days written notice to BUYER, as a result of (a) BUYER’S unwarranted failure or refusal to accept delivery of the Aircraft within [***] days after SELLER has tendered the Aircraft for delivery or Net Sales. (b) BUYER’S failure to pay any installment At PDL’s discretion, PDL may terminate Alexion’s right under Section 2.3 of the Purchase Price when due, or (c) BUYER’S failure License Agreement to make final payment add any products to Exhibit A of the Purchase Price at the xxxx XXXXXX tenders delivery of the Aircraft. In addition, SELLER may terminate this Agreement on written notice at any time prior to SELLER’S receipt of the Deposit Due at Purchase Agreement Execution. If this Agreement is terminated as a result of (a), (b) or (c) above, SELLER shall retain all payments theretofore made by BUYER as liquidated damages and not as a penalty, and the parties shall thenceforth be released from all further obligations hereunder with respect to undelivered Aircraft; however, the parties’ obligations with respect to delivered Aircraft shall remain in full force and effectLicense Agreement. [***] Confidential information has = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (c) Upon PDL’s written request, Alexion must immediately pay PDL liquidated damages of: (i) if there has been no Change in Control at the time of Alexion’s Breach, [*] for the harm to and decreased value of PDL’s licensing business resulting from PDL’s agreements with Alexion and the harm PDL will suffer from the business uncertainty caused by the disagreement and Alexion’s Breach of the No Contest Covenant; or (ii) if there has been a Change in Control at the time of Alexion’s Breach, [*] for the harm to and decreased value of PDL’s licensing business resulting from PDL’s agreements with Alexion and the harm PDL will suffer from the business uncertainty caused by the disagreement and Alexion’s Breach of the No Contest Covenant. For the avoidance of doubt, PDL shall be entitled to receive the relief set forth in Section 6.2(c) only once regardless of the number of Breaches of the No Contest Covenant. If PDL shall receive the relief set forth in Section 6.2(c)(i) or Section 6.2(c)(ii) with respect to a Breach of the No Contest Covenant, then Section 6.2(c) shall expire in its entirety. The relief set forth in this Section 6.2 and Section 6.3 shall be PDL’s sole and exclusive remedies for any Breach(es) of the No Contest Covenant.