Common use of Termination Charges Clause in Contracts

Termination Charges. Upon termination, expiration or cancellation of this Agreement for any reason, Jabil shall submit to Company Jabil’s invoices for termination/cancellation charges within (a) sixty (60) days from the effective date of such termination, expiration or cancellation for materials and component costs and applicable margin and (b) sixty (60) days after the end of the 6 month period following termination, expiration or cancellation for [***]. Jabil’s invoice for such charges shall be based upon costs incurred by Jabil up to the date of termination, expiration or cancellation (“Termination Effective Date”) and shall also include the following: (i) costs accrued after the Termination Effective Date but resulting from such termination, expiration or cancellation; (ii) applicable margin in all cases and (iii) [***] due to such termination, expiration or cancellation for up to six months from the date of the Termination Effective Date in accordance with U.S. Generally Accepted Accounting Principles. Jabil will provide to Company all information reasonably necessary to confirm the [***] due to termination, expiration or cancellation. To the extent that Jabil cannot mitigate its costs as set forth in Section 10.7 below, upon cancellation, expiration or termination for any reason, Company’s obligation shall be to pay the charges claimed by Jabil as follows: 10.6.1 The applicable price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued Build Schedule for which payment has not been made; 10.6.2 Reimbursements for material acquisition costs, components, subassemblies and work-in-process at the time of Termination Effective Date which were purchased or ordered pursuant to issued Build Schedules or Build Schedule Forecasts plus applicable margin; 10.6.3 Jabil’s reasonable cancellation costs incurred for components, materials and subcontracted items that Jabil had on order on behalf of Company on the Termination Effective Date pursuant to issued Build Schedules or Build Schedule Forecasts plus applicable margin; 10.6.4 Except in the event of termination due to Jabil’s default hereunder, [***] up to six months after the Termination Effective Date; and JBL073 Manufacturing Services Agreement [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 10.6.5 Jabil’s [***] purchased by [***] specifically for the [***] under this Agreement. All goods for which Company shall have [***] of [***] or more shall be held by Jabil for Company’s account and Company may arrange for its acquisition of them on AS-IS, WHERE-IS basis.

Termination Charges. Upon termination, expiration or cancellation of this Agreement for any reason, Jabil shall submit to Company Jabil’s invoices for termination/cancellation charges within (a) sixty (60) days from the effective date of such termination, expiration or cancellation for materials and component costs and applicable margin and (b) sixty (60) days after the end of the 6 month period following termination, expiration or cancellation for [***]cancellation. Jabil’s invoice for such charges shall be based upon costs incurred by Jabil as expressly described in this Section 10.7, up to the date of termination, expiration or cancellation (“Termination Effective Date”) and shall also include the following: (i) costs accrued after the Termination Effective Date but resulting from such termination, expiration or cancellation; (ii) applicable margin in all cases and (iii) [***] due to such termination, expiration or cancellation for up to six months from the date of the Termination Effective Date in accordance with U.S. Generally Accepted Accounting Principles). Jabil will provide to Company all information reasonably necessary to confirm the [***] costs and expenses sustained by Jabil due to termination, expiration or cancellation. To the extent that Jabil cannot mitigate its costs as set forth required in Section 10.7 below, upon 10.8 below within a reasonable amount of time following cancellation, expiration or termination termination, for any reason, reason Company’s obligation shall be to pay the charges claimed reasonably documented by Jabil as follows: 10.6.1 10.7.1 The applicable price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued Build Schedule for which payment has not been made; 10.6.2 10.7.2 Reimbursements for material acquisition costs, components, subassemblies and work-in-process at the time of Termination Effective Date which were purchased or ordered pursuant to issued Build Schedules or Build Schedule Forecasts plus Forecasts, and E&O Inventory, along with applicable margin;agreed upon transformation costs and material xxxx-ups for Obsolete Inventory. Jabil will use Commercially Reasonable Efforts to assist Company in minimizing Company’s inventory liability by taking the following steps: • As soon as commercially practicable, reduce or cancel component and material orders to the extent contractually permitted. • Return all components and materials to the extent contractually permitted. • Review internal material usage to determine whether E&O Inventory may be used by Jabil for another customer. • Make Commercially Reasonable Efforts to sell components and materials to third parties. • Assist Company in determining whether current -work in progress for Company will be completed, scrapped, or shipped “as is” (completed work will be billed at the finished Product price and otherwise deemed finished Product for the purposes of this Agreement; scrapped or “as-is” shipments will be invoiced to Company subject to Company’s acceptance of Jabil’s quote). 10.6.3 10.7.3 Jabil’s reasonable cancellation costs incurred for components, materials and subcontracted items components that Jabil had on order on behalf of Company on the Termination Effective Date pursuant to issued Build Schedules or Build Schedule Forecasts plus applicable margin;Forecasts; and 10.6.4 Except in the event of termination due to 10.7.4 Jabil’s default hereunder, [***] up to six months after the Termination Effective Date; and JBL073 Manufacturing Services Agreement [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 10.6.5 Jabil’s [***] cost of equipment or tooling purchased by [***] Jabil specifically for the [***] under this Agreementmanufacture, test, design, or packaging of Product to the extent agreed in a Schedule 1 or otherwise in writing by Company and not already reimbursed by Company as an NRE Cost or otherwise. All goods for which Company shall have [***] has paid 100% of [***] Jabil’s incurred cost or more shall be held by Jabil for Company’s account and Company may arrange for its acquisition of them on AS-ISthem. As long as the goods remain in Jabil’s possession, WHERE-IS basisJabil will take reasonable care to prevent damage, destruction, or loss to those goods.

Termination Charges. Upon termination, expiration or cancellation of this Agreement for any reason, Jabil shall submit to Company Jabil’s 's invoices for termination/cancellation charges within (a) sixty (60) 60 days from the effective date of such termination, expiration or cancellation for materials and component costs and applicable margin and (b) sixty (60) 60 days after the end of the 6 month period following termination, expiration or cancellation for [***]the depreciation expense on idle equipment. Jabil’s 's invoice for such charges shall be based upon costs incurred by Jabil up to the date of termination, expiration or cancellation (“Termination Effective Date”) and shall also include the following: (i) costs accrued after the Termination Effective Date but resulting from such termination, expiration or cancellation; (ii) applicable margin in all cases and (iii) [***] the depreciation expense, except in the event of termination due to Jabil’s default hereunder, on all equipment used to manufacture Product that remains idle due to such termination, expiration or cancellation for up to six three months based on the monthly average of the previous 90 days from the date of the Termination Effective Date in accordance with U.S. Generally Accepted Accounting Principles. Jabil will provide to Company all information reasonably necessary to confirm the [***] costs, expenses, applicable margin and depreciation expenses on idle equipment sustained by Jabil due to termination, expiration or cancellation. To the extent that Jabil cannot mitigate its costs as set forth in Section 10.7 below, upon cancellation, expiration or termination for any reason, Company’s 's obligation shall be to pay the charges claimed by Jabil as follows: 10.6.1 The applicable price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued Build Schedule for which payment has not been made; 10.6.2 Reimbursements for material acquisition costs, components, subassemblies and work-in-process at the time of Termination Effective Date which were purchased or ordered pursuant to issued Build Schedules or Build Schedule Forecasts plus applicable marginmargin ; 10.6.3 Jabil’s 's reasonable cancellation costs incurred for components, materials and subcontracted items that Jabil had on order on behalf of Company on the Termination Effective Date pursuant to issued Build Schedules or Build Schedule Forecasts plus applicable margin; 10.6.4 Except in the event of termination due to Jabil’s default hereunder, [***] depreciation on equipment idle up to six three months after the Termination Effective Date; and JBL073 Manufacturing Services Agreement [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.; 10.6.5 Jabil’s [***] cost of equipment or tooling purchased by [***] Jabil specifically for the [***] manufacture, test, design, or packaging of Product and any other services rendered or costs incurred by Jabil under this Agreement. All goods for which Company shall have [***] paid 100% of [***] Jabil’s incurred cost or more shall be held by Jabil for Company’s account and Company may arrange for its acquisition of them on AS-IS, WHERE-IS basis.

Termination Charges. Upon termination, expiration or cancellation termination of this Agreement for any reasonby the Company, Jabil shall submit to Company Jabil’s invoices for termination/cancellation termination charges within (a) sixty (60) [ * * * ] days from the effective date of such termination, expiration or cancellation for materials and component costs and applicable margin and (b) sixty (60) [ * * * ] days after the end of the 6 [ * * * ] month period following termination, expiration or cancellation termination for [***]the charge set forth below. Jabil’s invoice for such charges shall be based upon costs incurred by Jabil up to the date of termination, expiration or cancellation termination (“Termination Effective Date”) and shall also include the following: (i) costs accrued after the Termination Effective Date but resulting from such termination, expiration or cancellation; (ii) applicable margin in all cases and (iii) [***] due to such termination, expiration or cancellation for up to six months from the date of the Termination Effective Date in accordance with U.S. Generally Accepted Accounting Principles). Jabil will provide to Company all information reasonably necessary to confirm any termination charges billed to the [***] due to termination, expiration or cancellationCompany under this section. To the extent that Jabil cannot mitigate its costs as set forth in Section 10.7 below, upon cancellation, expiration or termination for any reason, Company’s obligation shall be to pay the charges claimed by Jabil Termination Charges are as follows: 10.6.1 The applicable price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued Build Schedule for which payment has not been made; 10.6.2 Reimbursements for material acquisition costs, components, subassemblies and work-in-process at the time of Termination Effective Date which were purchased or ordered pursuant to issued Build Schedules or Build Schedule Forecasts plus applicable margin; 10.6.3 Jabil’s reasonable cancellation actual costs incurred for components, components and materials and subcontracted items that Jabil had on order on behalf of Company on purchased in accordance with Schedule 1 prior to the Termination Effective Date pursuant to issued Build Schedules or Build Schedule Forecasts plus applicable marginSchedules; 10.6.4 Except in the event of termination due to Jabil’s default hereunder, [***] up to six months after the Termination Effective Date; and JBL073 Manufacturing Services Agreement [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 10.6.5 Jabil’s [***] cost of equipment or tooling purchased by [***] Jabil specifically for the [***] under this Agreementmanufacture, test, design, or packaging of Product as specified in Schedule 1. All goods for which Company shall have [***] paid 100% of [***] Jabil’s incurred cost or more shall be held by Jabil for Company’s account and Company may arrange for its acquisition of them on AS-IS, WHERE-IS basis.

Termination Charges. Upon termination, expiration or cancellation of this Agreement for any reason, Jabil shall submit to Company Jabil’s invoices for termination/any outstanding cancellation charges within (a) sixty (60) 60 days from the effective date of such termination, expiration or cancellation for materials and component costs and applicable margin and (b) sixty (60) days after the end of the 6 month period following termination, expiration or cancellation for [***]cancellation. Jabil’s invoice for such charges shall be based upon out-of-pocket costs incurred by Jabil up to the date of termination, expiration or cancellation (“Termination Effective Date”) ), which are one or more of the following: charges for E&O Inventory as provided herein, work-in-process, finished goods, and supplier-imposed charges, such as cancellation and transportation charges to obtain and return materials or components, and any other charges as agreed between the Parties, and shall also include any of the following: (i) foregoing costs reasonably accrued after the Termination Effective Date but resulting from such termination, expiration or cancellation; (ii) applicable margin in all cases and (iii) [***] due to such termination, expiration or cancellation for up to six months from the date of the Termination Effective Date in accordance with U.S. Generally Accepted Accounting Principles. Jabil will provide to Company all information reasonably necessary to confirm the [***] costs and expenses sustained by Jabil due to termination, expiration or cancellation. To the extent that Jabil cannot mitigate its costs as set forth in Section 10.7 below, upon cancellation, expiration or termination for any reason, Company’s obligation shall be to pay the charges claimed by Jabil as follows: 10.6.1 The applicable price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued Build Schedule for which payment has not been beers made; 10.6.2 Reimbursements for material acquisition costs, components, subassemblies and work-in-process at the time of Termination Effective Date which were purchased or ordered pursuant to issued Build Schedules or Schedules, Build Schedule Forecasts Forecasts, and E&O Inventory at PSC plus applicable marginten percent (10%); 10.6.3 Jabil’s reasonable cancellation costs incurred for components, materials and subcontracted items that Jabil had on order on behalf of Company on the Termination Effective Date pursuant to issued Build Schedules or Build Schedule Forecasts plus applicable margin;Forecasts; ; and 10.6.4 Except in the event of termination due to Jabil’s default hereunder, [***] up to six months after the Termination Effective Date; and JBL073 Manufacturing Services Agreement [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 10.6.5 Jabil’s [***] cost of equipment or tooling purchased by [***] Jabil specifically for the [***] manufacture, test, design, or packaging of Product and any other services rendered or costs incurred by Jabil under this Agreement; provided that Jabil notify Company prior to ordering or acquiring such equipment or tooling that it will be subject to this Section 10.6.4. All goods for which Company shall have [***] paid 100% of [***] Jabil’s incurred cost or more shall be held by Jabil for Company’s account and Company may arrange for its acquisition the transfer of them on AS-IS, WHERE-IS basis.

Termination Charges. Upon termination, expiration or cancellation of this Agreement for any reason, Jabil shall submit to Company Jabil’s invoices for termination/cancellation charges within (a) sixty (60) 60 days from the effective date of such termination, expiration or cancellation for materials and component costs and costs; plus applicable margin (except in the event of termination due to Jabil’s default) and (b) sixty (60) 60 days after the end of the 6 month period following termination, expiration or cancellation for [***]. the depreciation expense on idle equipment to the extent it is not used for other purposes and except in the event of termination due to Jabil’s default; Jabil’s invoice for such charges shall be based upon costs incurred by Jabil up to the date of termination, expiration or cancellation (“Termination Effective Date”) and shall also include the following: (i) reasonable costs accrued after the Termination Effective Date but resulting from such termination, expiration or cancellation; (ii) applicable margin except in all cases the case of default by Jabil and (iii) [***] the depreciation expense, except in the event of termination due to Jabil’s default hereunder, on all equipment used to manufacture Product that remains idle due to such termination, expiration or cancellation for up to six months from the date of the Termination Effective Date in accordance with U.S. Generally Accepted Accounting Principles. Jabil will provide to Company all information reasonably necessary to confirm the [***] costs, expenses, applicable margin and depreciation expenses on idle equipment sustained by Jabil due to termination, expiration or cancellationcancellation and Company shall have the right to review such submittal. To the extent that Jabil cannot mitigate its costs as set forth in Section 10.7 below, upon cancellation, expiration or termination for any reasonmxxxx, Company’s obligation shall be to pay the charges claimed by Jabil as follows: 10.6.1 The applicable price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued Build Schedule for which payment has not been made; 10.6.2 Reimbursements for material acquisition costs, components, subassemblies and work-in-process at the time of Termination Effective Date which were purchased or ordered pursuant to issued Build Schedules or Build Schedule Forecasts Forecasts; plus applicable marginmargin (except in the event of termination due to Jabil’s default hereunder); 10.6.3 Jabil’s reasonable cancellation costs incurred for components, materials and subcontracted items that Jabil had on order on behalf of Company on the Termination Effective Date pursuant to issued Build Schedules or Build Schedule Forecasts Forecasts; plus applicable marginmargin (except in the event of termination due to Jabil’s default hereunder); 10.6.4 Except in the event of termination due to Jabil’s default hereunder, [***] depreciation on equipment idle up to six months after the Termination Effective Date; and JBL073 Manufacturing Services Agreement [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.and 10.6.5 Jabil’s [***] cost of equipment or tooling purchased by [***] Jabil specifically for the [***] manufacture, test, design, or packaging of Product and any other services rendered or costs incurred by Jabil under this Agreement. All goods for which Company shall have [***] paid 100% of [***] Jabil’s incurred cost or more shall be held by Jabil for Company’s account and Company may arrange for its acquisition of them on AS-ISAS-1S, WHERE-IS basisbasis when fully paid by Company.

Termination Charges. Upon termination, expiration or cancellation of this Agreement for any reason, Jabil shall submit to Company Jabil’s invoices for termination/cancellation termination charges within (a) sixty (60) 60 days from the effective date of such termination, expiration or cancellation for materials and component costs and applicable margin and (b) sixty (60) days after the end of the 6 month period following termination, expiration or cancellation for [***]termination as set forth below. Jabil’s invoice for such charges shall be based upon costs incurred by Jabil up to the date of termination, expiration or cancellation (“Termination Effective Date”) and shall also include the following: (i) costs accrued after the Termination Effective Date but resulting from such termination, expiration or cancellation; and (ii) applicable margin in the depreciation expense on all cases and (iii) [***] equipment used to manufacture Product purchased by Jabil specifically for the manufacture, test, design, or packaging of Product that remains idle due to such termination, expiration or cancellation termination for up to six months from the date of the Termination Effective Date in accordance with U.S. Generally Accepted Accounting Principles. Jabil will provide to Company all information reasonably necessary to confirm the [***] costs and expenses sustained by Jabil due to termination, expiration or cancellation. Company’s obligations to pay termination charges under this Section 12.5 are subject to Jabil’s obligations to mitigate under Section 12.6. To the extent that Jabil cannot mitigate its costs as set forth in Section 10.7 below, upon cancellation, expiration or termination for any reason12.6, Company’s obligation shall be to pay the termination charges claimed by Jabil as follows: 10.6.1 12.5.1 The applicable price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued accepted Build Schedule for which payment has not been mademade (to be delivered to Company promptly upon payment); 10.6.2 12.5.2 Reimbursements for material acquisition costs, costs of components, and costs of subassemblies and work-in-work in process at the time of the Termination Effective Date which were purchased or ordered pursuant to issued Build Schedules or Build Schedule Forecasts plus applicable marginaccepted by Jabil prior to the Termination Effective Date; 10.6.3 12.5.3 Jabil’s reasonable cancellation costs incurred for components, materials and subcontracted items that Jabil had on order on behalf of Company on the Termination Effective Date pursuant to issued Build Schedules or Build Schedule Forecasts plus applicable marginaccepted by Jabil; 10.6.4 Except in the event of termination due to 12.5.4 Jabil’s default hereunder, [***] up to six months after the Termination Effective Date; and JBL073 Manufacturing Services Agreement [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 10.6.5 Jabil’s [***] depreciated cost of equipment or tooling purchased by [***] Jabil specifically for the [***] under this Agreementmanufacture, test, design, or packaging of Product. All goods equipment or tooling for which Company shall have [***] paid 100% of [***] or more Jabil’s incurred cost (less depreciation) shall be held by Jabil for Company’s account and Company may arrange for its acquisition of them on AS-IS, WHERE-IS basis.

Termination Charges. Upon termination, expiration or cancellation of this Agreement for any reasonreason other than by Quantum for Cause in accordance with Section 14.1 below, Jabil shall submit to Company Quantum Jabil’s invoices 's written claim for termination/cancellation charges within (a) sixty (60) 60 days from the effective date of such termination, expiration termination or cancellation for materials and component materials, components, equipment or any other costs and applicable margin and (b) sixty (60) days after the end of the 6 month period following termination, expiration or cancellation for [***]incurred by Jabil on Quantum’s behalf. Jabil’s invoice for such charges 's claim shall be based upon costs incurred by Jabil up to and including the date of termination, expiration or cancellation (“Termination Effective Date”) and shall also include the following: (i) costs accrued after the Termination Effective Date but resulting from such termination, expiration or cancellation; (ii) applicable margin in all cases and (iii) [***] due to such termination, expiration or cancellation for up to six months from the date of the Termination Effective Date in accordance with U.S. Generally Accepted Accounting Principles). Jabil will provide to Company Quantum all information reasonably necessary to confirm the [***] costs and expenses sustained by Jabil due to termination, expiration or cancellation. To the extent that Jabil cannot mitigate its costs as set forth in Section 10.7 specified below, upon cancellation, expiration or termination for any reason, Company’s Quantum's obligation shall be to pay the charges claimed by Jabil as follows:. *****Confidential treatment has been requested for omitted portions. 10.6.1 11.1 The applicable price as provided on Schedule 1 to this Agreement for the Product of Services which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued Build Schedule for which payment has not been made;. 10.6.2 11.2 Reimbursements for material acquisition costs, components, subassemblies and work-in-process for all Inventory at the time of Termination Effective Date which were purchased or ordered pursuant to issued Build Schedules or Build Schedule Service Forecasts plus applicable margin; 10.6.3 at Jabil’s cost. 11.3 Jabil's reasonable cancellation costs incurred for any materials, components, materials and equipment subcontracted items or any other items that Jabil had on order on behalf of Company Quantum on the Termination Effective Date pursuant to issued Build Schedules or Build Schedule Forecasts plus applicable margin;Service Forecasts. 10.6.4 11.4 Except in the event of termination due to Jabil’s default hereunderunder this Agreement, [***] depreciation on equipment idle up to six months after the Termination Effective Date; and JBL073 Manufacturing Services Agreement [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 10.6.5 11.5 An amount equal to Jabil’s [***] 's net book value, as of the Termination Effective Date, of equipment or tooling purchased by [***] Jabil specifically for the [***] repair, test, design, or packaging of Product and any other Services rendered or costs incurred by Jabil under this Agreement. All goods for which Company Quantum shall have [***] of [***] or more paid the amount specified in this Section 11.5 shall be held by Jabil for CompanyQuantum’s account and Company Quantum may arrange for its acquisition of them on AS-IS, WHERE-IS basis.

Termination Charges. Upon termination, expiration or cancellation of this Agreement for any reason, Jabil shall submit to Company Jabil’s invoices for termination/cancellation charges within (a) sixty (60) days from pertaining to the effective date of such termination, expiration or cancellation for materials and component costs and applicable margin and (b) sixty (60) days after the end binding portion of the 6 month period following terminationBuild Schedule Forecast and for depreciation expense on idle equipment, expiration or cancellation for [***]as follows. Jabil’s invoice for such charges shall be based upon equal to the unrecovered costs pertaining to the binding portion of the Build Schedule Forecast incurred by Jabil up to the date of termination, expiration or cancellation (“Termination Effective Date”) and shall also include the following: together with (i) costs accrued incurred after the Termination Effective Date but resulting directly and solely from such termination, expiration or cancellation; (ii) applicable a margin in of 7.4 percent of all cases and such costs; (iii) [***] the cost of long lead time materials that are on order and non-cancellable and (iv) the depreciation expense (except in the event of termination due to Jabil’s default hereunder) on all equipment used to manufacture Product (except Loaned Equipment) that remains idle due to such termination, expiration or cancellation for up to six three months from the date of the Termination Effective Date in accordance with U.S. Generally Accepted Accounting Principles. Jabil will provide to Company all information reasonably necessary to confirm the [***] costs, expenses, and depreciation expenses on idle equipment sustained by Jabil due to termination, expiration or cancellation. To the extent that Jabil cannot mitigate its costs as set forth in Section 10.7 belowcosts, upon cancellation, expiration or termination for any reason, Company’s obligation shall be to pay the charges claimed by Jabil as follows: 10.6.1 11.5.1 The applicable price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued the binding portion of the most recent Build Schedule Forecast for which payment has not been made; 10.6.2 11.5.2 Reimbursements for material acquisition costs, components, subassemblies and work-in-process at the time of Termination Effective Date which were purchased or ordered pursuant to issued Build Schedules or the most recent Build Schedule Forecasts Forecast plus the applicable marginmargin set out in Section 11.4(b)(ii); 10.6.3 11.5.3 Jabil’s reasonable cancellation costs incurred for components, materials and subcontracted items that Jabil had on order on behalf of Company on the Termination Effective Date pursuant to issued Build Schedules or the most recent Build Schedule Forecasts Forecast plus applicable margin; 10.6.4 11.5.4 Except in the event of termination due to Jabil’s default hereunder, [***] depreciation on equipment idle up to six months after the Termination Effective Date; and JBL073 Manufacturing Services Agreement [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.and 10.6.5 11.5.5 Jabil’s [***] cost of equipment or tooling purchased by [***] Jabil specifically for the [***] manufacture, test, design, or packaging of Product and any other services rendered or costs incurred by Jabil under this Agreement, for which Company has not fully paid. All goods for which Company shall have [***] paid 100% of [***] Jabil’s incurred cost or more shall be held by Jabil for Company’s account and Company may the Parties will arrange for its acquisition of them on AS-IS, WHERE-IS basisdelivery to Company in good working condition subject to reasonable wear and tear.

Termination Charges. Upon termination, expiration or cancellation of this Agreement for any reason, Jabil shall submit to Company SKYE Jabil’s 's invoices for termination/cancellation charges within (a) sixty (60) 60 days from the effective date of such termination, expiration or cancellation for materials and component costs and applicable margin and (b) sixty (60) days after the end of the 6 month period following termination, expiration or cancellation for [***]cancellation. Jabil’s 's invoice for such charges shall be based upon costs incurred by Jabil up to the date of termination, expiration or cancellation (“"Termination Effective Date”") and shall also include the following: (i) costs accrued after the Termination Effective Date but resulting from such termination, expiration or cancellation; (ii) applicable margin in all cases and (iii) [***] due to such termination, expiration or cancellation for up to six months from the date of the Termination Effective Date in accordance with U.S. Generally Accepted Accounting Principlesas further provided below. Jabil will provide to Company SKYE all information reasonably necessary to confirm the [***] costs and expenses sustained by Jabil due to termination, expiration or cancellation. To the extent that Jabil cannot mitigate its costs as set forth in Section 10.7 below, upon cancellation, expiration or termination for any reason, Company’s SKYE's obligation shall be to pay the charges claimed by Jabil as follows: 10.6.1 The applicable price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued Build Schedule for which payment has not been made; 10.6.2 Reimbursements for material acquisition costs, components, subassemblies and work-in-process at the time of Termination Effective Date which were purchased or ordered pursuant to issued Build Schedules or Build Schedule Forecasts Forecasts, and E&O Inventory at PSC plus applicable margintwenty percent (20%); 10.6.3 Jabil’s 's reasonable cancellation costs incurred for components, materials and subcontracted items that Jabil had on order on behalf of Company SKYE on the Termination Effective Date pursuant to issued Build Schedules or Build Schedule Forecasts plus applicable margin;Forecasts; and 10.6.4 Except in the event Jabil's cost of termination due to Jabil’s default hereunder, [***] up to six months after the Termination Effective Date; and JBL073 Manufacturing Services Agreement [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 10.6.5 Jabil’s [***] equipment or tooling purchased by [***] Jabil specifically for the [***] manufacture, test, design, or packaging of Product and any other services rendered or costs incurred by Jabil under this Agreement. All goods for which Company SKYE shall have [***] paid 100% of [***] Jabil's incurred cost or more shall be held by Jabil for Company’s SKYE's account and Company SKYE may arrange for its acquisition of them on AS-IS, WHERE-IS basis.

Termination Charges. Upon termination, expiration or cancellation of this Agreement for any reason, Jabil shall submit to Company Jabil’s invoices for termination/cancellation charges within (a) sixty (60) [***] days from the effective date of such termination, expiration or cancellation for materials and component costs and applicable margin and (b) sixty (60) [***] days after the end of the 6 month [***] period following termination, expiration or cancellation for [***]. Jabil’s invoice for such charges shall be based upon costs incurred by Jabil up to the date of termination, expiration or cancellation (“Termination Effective Date”) and shall also include the following: (i) costs accrued after the Termination Effective Date but resulting from such termination, expiration or cancellation; (ii) applicable margin in all cases and (iii) [***] due to such termination, expiration or cancellation for up to six months [***] from the date of the Termination Effective Date in accordance with U.S. Generally Accepted Accounting Principles. Jabil will provide to Company all information reasonably necessary to confirm the [***] due to termination, expiration or cancellation. To the extent that Jabil cannot mitigate its costs as set forth in Section 10.7 below, upon cancellation, expiration or termination for any reason, Company’s obligation shall be to pay the charges claimed by Jabil as follows: 10.6.1 The applicable price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued Build Schedule for which payment has not been made; 10.6.2 Reimbursements for material acquisition costs, components, subassemblies and work-in-process at the time of Termination Effective Date which were purchased or ordered pursuant to issued Build Schedules or Build Schedule Forecasts plus applicable margin; 10.6.3 Jabil’s reasonable cancellation costs incurred for components, materials and subcontracted items that Jabil had on order on behalf of Company on the Termination Effective Date pursuant to issued Build Schedules or Build Schedule Forecasts plus applicable margin; 10.6.4 Except in the event of termination due to Jabil’s default hereunder, [***] up to six months after the Termination Effective Date; and JBL073 Manufacturing Services Agreement [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.and 10.6.5 Jabil’s [***] purchased by [***] specifically for the [***] under this Agreement]. All goods for which Company shall have [***] of [***] or more shall be held by Jabil for Company’s account and Company may arrange for its acquisition of them on AS-IS, WHERE-IS basis.