Common use of Calculation of Liquidated Damages Clause in Contracts

Calculation of Liquidated Damages. For each Diversion Event, ▇▇▇▇▇▇ shall be entitled to damages, as follows: (i) If Gilead is able, in good faith, to estimate the net revenues that Gilead would have received had such Diversion Event not occurred (“Estimated Net Revenues”), Licensee shall pay to Gilead an amount equal to the sum of (i) the Estimated Net Revenues plus (ii) (A) all investigative costs, fees, and expenses (including, without limitation, those of private investigators), plus (B) all attorneys’ costs, fees, and expenses (including, without limitation, in connection with investigating such Diversion Event and any litigation, arbitration, or other proceeding arising out of or related to such Diversion Event (including, without limitation, any action to enforce the terms of the Agreement or any License Agreement or to otherwise stop or prevent diversion by the Licensee or any third party)), plus (C) and all other professional costs, fees, and expenses (including of accountants and other advisors), in each case incurred by Gilead in connection with such Diversion Event; or (ii) If Gilead is not able, in good faith, to ascertain the Estimated Net Revenues, Licensee shall pay to Gilead an amount equal to 2x (two times) the sum of (i) all investigative costs, fees, and expenses (including, without limitation, those of private investigators), plus (ii) all attorneys’ costs, fees, and expenses (including, without limitation, in connection with investigating such Diversion Event and any litigation, arbitration, or other proceeding arising out of or related to such Diversion Event (including, without limitation, any action to enforce the terms of the Agreement or any License Agreement or to otherwise stop or prevent diversion by the Licensee or any third party)), plus (iii) all other professional costs, fees, and expenses (including of accountants and other advisors), in each case incurred by Gilead in connection with Diversion Event. The obligation of Licensee to pay damages described in this section is (i) absolute and indefeasible adosend (ii) not contingent on any showing of willfulness on the part of any party (including Licensee) in connection with any Diversion Event. All liquidated damages payable to Gilead shall be paid by Licensee promptly and without any counterclaim, set-off, or reduction. The Parties agree that the payments set forth in this section are not intended to compel the other Party’s performance hereunder or constitute a penalty or punitive damages for any purpose.

Calculation of Liquidated Damages. For each Diversion Event, ▇▇▇▇▇▇ Gilead shall be entitled to damages, as follows: (i) If Gilead is able, in good faith, to estimate the net revenues that Gilead would have received had such Diversion Event not occurred (“Estimated Net Revenues”), Licensee shall pay to Gilead an amount equal to the sum of (i) the Estimated Net Revenues plus (ii) (A) all investigative costs, fees, and expenses (including, without limitation, those of private investigators), plus (B) all attorneys’ costs, fees, and expenses (including, without limitation, in connection with investigating such Diversion Event and any litigation, arbitration, or other proceeding arising out of or related to such Diversion Event (including, without limitation, any action to enforce the terms of the Agreement or any License Agreement or to otherwise stop or prevent diversion by the Licensee or any third party)), plus (C) and all other professional costs, fees, and expenses (including of accountants and other advisors), in each case incurred by Gilead in connection with such Diversion Event; or (ii) If Gilead is not able, in good faith, to ascertain the Estimated Net Revenues, Licensee shall pay to Gilead an amount equal to 2x (two times) the sum of (i) all investigative costs, fees, and expenses (including, without limitation, those of private investigators), plus (ii) all attorneys’ costs, fees, and expenses (including, without limitation, in connection with investigating such Diversion Event and any litigation, arbitration, or other proceeding arising out of or related to such Diversion Event (including, without limitation, any action to enforce the terms of the Agreement or any License Agreement or to otherwise stop or prevent diversion by the Licensee or any third party)), plus (iii) all other professional costs, fees, and expenses (including of accountants and other advisors), in each case incurred by Gilead in connection with Diversion Event. The obligation of Licensee to pay damages described in this section is (i) is absolute and indefeasible adosend and (ii) is not contingent on any showing of willfulness on the part of any party (including Licensee) in connection with any Diversion Event. All liquidated damages payable to Gilead shall be paid by Licensee promptly and without any counterclaim, set-set- off, or reduction. The Parties agree that the payments set forth in this section are not intended to compel the other Party’s performance hereunder or constitute a penalty or punitive damages for any purpose.