Common use of Cancellations and Postponements Clause in Contracts

Cancellations and Postponements. If Xencor cancels or postpones any portion of a Project or if Cardinal Health terminates any portion of a Project pursuant to Section 3.3, Xencor shall pay Cardinal Health for all work completed through the date of such cancellation, postponement or termination in accordance with this Agreement and the applicable SOW, including reasonable and documented out-of-pocket expenses incurred by Cardinal Health, any non-cancelable commitments incurred by Cardinal Health in accordance with this Agreement and such SOW up to the date of such cancellation, or postponement or termination, and with respect to any unperformed cGMP batches anticipated by such SOW, Xencor will pay to Cardinal Health the following charges: Notice of Cancellation, Postponement or Termination in Days from the Date Scheduled for Commencement of cGMP Production Charge as a Percentage of Total Production Fee […***…] or less […***…] % […***…] days […***…] % […***…] days and over […***…] % provided, however, that if Cardinal Health secures new business that utilizes the slot in the manufacturing schedule with respect to the cGMP manufacturing space that would have been occupied by Xencor, it will […***…]. Notwithstanding the foregoing, no such payments shall be due in the event that such cancellation; postponement or termination is due to Cardinal Health’s breach of this Agreement, the Quality Agreement or the applicable SOW. *** Confidential Treatment Requested