Breach of Section 4. 1. The parties acknowledge that the performance by the Resource Entities or by Resource America of their obligations under Section 4.1 are unique and specifically identifiable, and that a breach of such obligations would result in unquantifiable damages to the MLP. Therefore, as liquidated damages and not as a penalty:
Breach of Section 4. 1.1. In the event that Microsoft unintentionally breaches the field of use restrictions set forth in Section 4.1.1 (i.e., the breach occurs without the manager(s) responsible for the breach being aware of the existence of the field of use restriction), within ninety (90) days after receipt of notice of such breach from Intellon, Microsoft may cure such breach by exercising the option set forth in Section 4.1.2 if the option by its terms is still available. If the option is not available or if Microsoft chooses not to exercise the option, the parties shall enter into good faith discussions to determine the cure for the breach. Possible cures for the breach shall include without limitation: (i) Microsoft's termination of the sale or license of the products which are intended for uses outside of those authorized in Section 4.1.1 and (ii) agreement between the parties to remove the Section 4.1.1 restrictions in whole or in part in return for either a lump sum payment or royalties. The Parties shall have ninety (90) days in which to negotiate a cure for such breach. If the cure is (i) above, Microsoft shall have a commercially reasonable time to effect such a cure.
Breach of Section 4. 5. In the event that BiondVax (or its Affiliates) has materially breached Section 4.5, the Licensors (only together) may terminate this Agreement as a whole in accordance with Section 9.6.2. In the event that the Licensors or MPG or MBM have materially breached Section 4.5, BiondVax may terminate this Agreement as a whole in accordance with Section 9.6.2. For the avoidance of doubt, any use of the name, trademark or logo of the other Party to the extent required under any information or transparency obligation according to the applicable laws (e.g. public company obligations under U.S. SEC Rules) shall not be regarded a breach of Section 4.5.
Breach of Section 4. 6. In the event the Managing Board either receives a Notice of Withdrawal as provided in Section 4.6 or receives notice of a breach of Section 4.6 by a Member (the "Competing Member"), the Managing Board may elect, in its sole discretion, to treat such event as a default under this Agreement and enforce the provisions of this Section 10.4. In the event of a deadlock of the Managing Board, the Managing Board's determination of whether to treat a Member's Notice of Withdrawal under Section 4.6 or the notice of a Member's breach of Section 4.6 as a default under this Agreement shall be submitted to binding arbitration in accordance with Section 12.16
