Honeywell International HON License — Contract with customer, liability

Pursuant to the trademark license agreement, Honeywell Technologies granted to Honeywell Aerospace an exclusive license to use “Honeywell Aerospace” and other trademarks, subject to certain restrictions and exceptions. The trademark license agreement includes customary quality control provisions to protect and preserve the goodwill associated with “Honeywell” and the other licensed marks. In exchange, Honeywell Aerospace will pay Honeywell Technologies an aggregate amount of $1.125 billion over a period of less than five years, with an initial payment of $18.75 million due within five days of the distribution date followed by 59 equal monthly payments of $18.75 million. The initial term of the trademark license agreement will end on the 6th anniversary of the distribution date, with additional renewal options totaling a maximum of 69 additional years following the initial six-year term, unless otherwise terminated in accordance with the terms of the trademark license agreement. If Honeywell Aerospace elects not to renew the trademark license agreement for any remaining renewal period of the agreement, Honeywell Technologies is obligated to reimburse Honeywell Aerospace $50 million unless certain exceptions apply. Honeywell Technologies may unilaterally terminate the trademark license agreement under certain conditions, including, without limitation, (1) on the 6th anniversary of the distribution date, in which case Honeywell Technologies is obligated to reimburse Honeywell Aerospace $250 million of the license fees Honeywell Aerospace paid to Honeywell Technologies during the first five years of the license term, or (2) in connection with certain uncured breach events or following a change of control to which Honeywell Technologies has not provided prior consent.