{"component": "clause", "props": {"groups": [{"size": 18, "samples": [{"hash": "BWSCt5WJFn", "uri": "/contracts/BWSCt5WJFn#for-certain-material-breaches", "label": "Collaboration Agreement (Dyax Corp)", "score": 18.0, "published": true}, {"hash": "8dEvXCNajlX", "uri": "/contracts/8dEvXCNajlX#for-certain-material-breaches", "label": "Collaboration Agreement (Genzyme Corp)", "score": 18.0, "published": true}], "snippet": "In addition to the rights and duties set forth in Sections 13.4 and 13.5 below, Dyax and Genzyme shall have the following rights and duties upon termination of this Agreement pursuant to Section 13.2.1(ii) above:\n(a) the non-breaching Party shall obtain from the breaching Party the worldwide, exclusive, irrevocable right and license, with the right to grant sublicenses, under the breaching Party's Patent Rights, Technology, rights in Joint Technology and Joint Patent Rights, and Manufacturing Know-How to develop, make, have made, use, offer for sale, sell, have sold, import and export Collaboration Products in the Field and in the Territory, and the breaching Party shall execute such documents and take all action as may be necessary or desirable to effect the foregoing; PROVIDED that such license shall be for the same level of exclusivity as the rights that had been or would be granted with respect thereto under Section 3.1 hereof; and PROVIDED, FURTHER, that any license granted hereunder shall be subject to the obligation of the non-breaching Party to use commercially reasonable and diligent efforts to develop and market Collaboration Products pursuant to such license;\n(b) if applicable, the breaching Party shall assign and transfer all of its interest in Kallikrein LLC to the non-breaching Party, and the non-breaching Party may dissolve Kallikrein LLC in its sole discretion; provided that in the event that Dyax is the breaching party, it shall also cause Subsidiary to assign and transfer all of its interest in Kallikrein LLC to Genzyme.\n(c) (i) any licenses granted pursuant to Article 3 shall be revoked, (ii) if Kallikrein LLC does not yet exist or is dissolved, any applicable Regulatory Approvals (other than any Regulatory Approvals filed in the name of an entity other than Kallikrein LLC or the non-breaching Party pursuant to Section 5.3 hereof), pre-clinical and clinical data owned or licensed by Kallikrein LLC or the breaching Party and any trademarks owned or licensed by Kallikrein LLC (other than any trademarks registered in the name of an entity other than Kallikrein LLC or the non-breaching Party pursuant to Section 9.1.2 hereof) shall be assigned or licensed to the non-breaching Party and (iii) any Regulatory Approvals filed and any trademarks registered in the name of an entity other than Kallikrein LLC or the non-breaching Party shall be (A) exclusively licensed to Kallikrein LLC, the non-breaching Party or any Third Party or Affiliate designated by such Party until such time as Kallikrein LLC, the non-breaching Party or its designee is qualified to hold such Regulatory Approvals or trademarks under the applicable provisions of the Regulatory Scheme and (B) transferred or assigned to Kallikrein LLC, the non-breaching Party or its designee, as appropriate, as soon as practicable thereafter; and\n(d) the non-breaching Party shall become obligated to pay the breaching Party an amount equal to (i) eighty percent (80%) of the Fair Value (as defined in Section 13.3.6 below) of the breaching Party's interest in the Collaboration Products as of the date of termination, PLUS (ii) if applicable, the non-terminating Party's Percentage Interest of the net asset value of Kallikrein LLC as of the date of termination after deduction of net assets included in the Fair Value of Collaboration Products, PLUS (iii) interest thereon at the Base Rate of interest declared from time to time by BankBoston, N.A. in Boston, Massachusetts from the date of termination to the date payment is made (the \"BREACH BUYOUT AMOUNT\"), payable as follows:\n(1) if the non-breaching Party elects to sell or otherwise dispose of all or any portion of its or its Affiliates' right, title and interest in the Collaboration Products, then the non-breaching Party shall, upon any such sale or other disposition, pay the breaching Party an amount equal to seventy-five percent (75%) of the net proceeds of such sale or other disposition when such payments are actually paid;\n(2) for as long as the non-breaching Party (together, in the case of Dyax with Subsidiary) has not sold or otherwise disposed of all or a portion of its (together in the case of Dyax, with Subsidiaries) right, title and interest in the Collaboration Products which is equal to or greater than the breaching Party's (together in the case of Dyax, with Subsidiaries) Percentage Interest as of the date of termination, the non-breaching Party shall pay the breaching Party (and, in the event that Dyax is the breaching Party, Subsidiary) a percentage of Net Profits, which percentage shall equal (i) the breaching Party's (and, in the event that Dyax is the breaching Party, Subsidiaries) Percentage Interest as of the date of termination minus (ii) a percentage equal to the portion of the right, title and interest in the Collaboration Products sold or otherwise disposed of by the non-breaching Party (and in the event that Dyax is the non-breaching Party, Subsidiary) as described in the preceding paragraph; and\n(3) on the fourth anniversary of the date of termination, the non-breaching Party shall pay the breaching Party (and, in the event that Dyax is the breaching Party, Subsidiary) the difference between the aggregate amounts paid pursuant to clauses (1) and (2) above and the Breach Buyout Amount; PROVIDED, that the aggregate amount of all payments made under clauses (1), (2) and (3) shall not exceed the Breach Buyout Amount.", "snippet_links": [{"key": "the-rights-and-duties", "type": "clause", "offset": [15, 36]}, {"key": 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"offset": [1862, 1873]}, {"key": "clinical-data", "type": "definition", "offset": [1900, 1913]}, {"key": "section-912", "type": "clause", "offset": [2156, 2169]}, {"key": "third-party", "type": "clause", "offset": [2468, 2479]}, {"key": "affiliate-designated", "type": "clause", "offset": [2483, 2503]}, {"key": "such-party", "type": "clause", "offset": [2507, 2517]}, {"key": "provisions-of-the", "type": "clause", "offset": [2675, 2692]}, {"key": "regulatory-scheme", "type": "definition", "offset": [2693, 2710]}, {"key": "as-soon-as-practicable", "type": "definition", "offset": [2819, 2841]}, {"key": "to-pay", "type": "clause", "offset": [2909, 2915]}, {"key": "equal-to", "type": "definition", "offset": [2946, 2954]}, {"key": "fair-value", "type": "definition", "offset": [2987, 2997]}, {"key": "defined-in-section", "type": "clause", "offset": [3002, 3020]}, {"key": "the-collaboration", "type": "clause", "offset": [3072, 3089]}, {"key": "date-of-termination", "type": "clause", "offset": [3109, 3128]}, {"key": "terminating-party", "type": "clause", "offset": [3163, 3180]}, {"key": "percentage-interest", "type": "definition", "offset": [3183, 3202]}, {"key": "net-asset-value", "type": "clause", "offset": [3210, 3225]}, {"key": "termination-after", "type": "clause", "offset": [3262, 3279]}, {"key": "deduction-of", "type": "clause", "offset": [3280, 3292]}, {"key": "assets-included", "type": "clause", "offset": [3297, 3312]}, {"key": "base-rate-of-interest", "type": "definition", "offset": [3393, 3414]}, {"key": "from-time-to-time", "type": "clause", "offset": [3424, 3441]}, {"key": "buyout-amount", "type": "definition", "offset": [3557, 3570]}, {"key": "to-sell", "type": "clause", "offset": [3632, 3639]}, {"key": "otherwise-dispose-of", "type": "definition", "offset": [3643, 3663]}, {"key": "title-and-interest", "type": "clause", "offset": [3716, 3734]}, {"key": "sale-or-other-disposition", "type": "clause", "offset": [3816, 3841]}, {"key": "five-percent", "type": "clause", "offset": [3894, 3906]}, {"key": "net-proceeds", "type": "definition", "offset": [3920, 3932]}, {"key": "actually-paid", "type": "definition", "offset": [3990, 4003]}, {"key": "in-the-case", "type": "clause", "offset": [4059, 4070]}, {"key": "otherwise-disposed-of", "type": "definition", "offset": [4112, 4133]}, {"key": "a-portion", "type": "definition", "offset": [4141, 4150]}, {"key": "a-percentage", "type": "definition", "offset": [4540, 4552]}, {"key": "net-profits", "type": "definition", "offset": [4556, 4567]}, {"key": "products-sold", "type": "clause", "offset": [4840, 4853]}, {"key": "fourth-anniversary", "type": "definition", "offset": [5030, 5048]}, {"key": "pursuant-to-clauses", "type": "clause", "offset": [5246, 5265]}, {"key": "aggregate-amount", "type": "definition", "offset": [5333, 5349]}, {"key": "all-payments-made", "type": "definition", "offset": [5353, 5370]}], "hash": "e738c8a1873a38c66149491018c09e4c", "id": 1}, {"size": 6, "samples": [{"hash": "4mLVKbvV1El", "uri": "/contracts/4mLVKbvV1El#for-certain-material-breaches", "label": "License and Collaboration Agreement", "score": 31.340862423, "published": true}, {"hash": "6B0W8sRwkzD", "uri": "/contracts/6B0W8sRwkzD#for-certain-material-breaches", "label": "License and Collaboration Agreement (Cambridge Antibody Technology Group PLC)", "score": 21.0, "published": true}], "snippet": "If (a) either Aptein or Genzyme fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party under this Agreement or a Development Plan or a Commercialization Plan (other than those duties relating solely to the License Rights), (b) either Genzyme or Aptein fails to make three (3) or more payments in accordance with Section 4.2 hereof, or (c) Genzyme fails to make a payment in accordance with Section 4.4, and in each case such failure to perform is not cured within sixty (60) days of written notice thereof from the non-breaching Party, the non-breaching Party may elect, in its sole discretion, to (i) enforce the terms of this Agreement and seek any and all remedies available to it at law and in equity, or (ii) terminate the Program on written notice to the other Party with the consequences set forth in Section 13.3.1 below. Save in the case of a breach involving a failure to make three (3) or more payments in accordance with Section 4.2 hereof or a breach by Genzyme by failing to make a payment in accordance with Section 4.4, such 60-day period shall be extended to one hundred twenty (120) days if the breaching Party has engaged in good faith efforts to remedy such default within such 60-day period and indicated in writing to the non-breaching Party prior to the expiration of such 60-day period that it believes that it will be able to remedy the default within such 120-day period, but such extension shall apply only so long as the breaching Party is engaging in good faith efforts to remedy such default. It is understood and agreed that the failure of a Permitted Subcontractor to perform its obligations on behalf of a Party shall not excuse the subcontracting Party from any obligation to the other Party hereunder (except under the conditions described in Section 15.1 below), and that either Party may exercise its rights under clause (a) above upon the failure of the other Party\u2019s Permitted Subcontractor to use commercially reasonable and diligent efforts to perform any material duty subcontracted to such Permitted Subcontractor.", "snippet_links": [{"key": "efforts-to-perform", "type": "clause", "offset": [82, 100]}, {"key": "such-party", "type": "clause", "offset": [132, 142]}, {"key": "agreement-or", "type": "definition", "offset": [154, 166]}, {"key": "development-plan", "type": "definition", "offset": [169, 185]}, {"key": "commercialization-plan", "type": "definition", "offset": [191, 213]}, {"key": "license-rights", "type": "definition", "offset": [262, 276]}, {"key": "in-accordance-with", "type": "definition", "offset": [349, 367]}, {"key": "section-42", "type": "clause", "offset": [368, 379]}, {"key": "section-44", "type": "clause", "offset": [446, 457]}, {"key": "each-case", "type": "definition", "offset": [466, 475]}, {"key": "failure-to-perform", "type": "definition", "offset": [481, 499]}, {"key": "notice-thereof", "type": "clause", "offset": [547, 561]}, {"key": "the-non", "type": "clause", "offset": [567, 574]}, {"key": "breaching-party", "type": "clause", "offset": [575, 590]}, {"key": "sole-discretion", "type": "clause", "offset": [634, 649]}, {"key": "terms-of-this-agreement", "type": "clause", "offset": [670, 693]}, {"key": "available-to", "type": "definition", "offset": [724, 736]}, {"key": "the-program", "type": "clause", "offset": [780, 791]}, {"key": "notice-to-the", "type": "clause", "offset": [803, 816]}, {"key": "other-party", "type": "definition", "offset": [817, 828]}, {"key": "the-consequences", "type": "clause", "offset": [834, 850]}, {"key": "section-1331", "type": "clause", "offset": [864, 878]}, {"key": "in-the-case", "type": "clause", "offset": [891, 902]}, {"key": "failure-to-make", "type": "clause", "offset": [927, 942]}, {"key": "breach-by", "type": "clause", "offset": [1013, 1022]}, {"key": "day-period", "type": "definition", "offset": [1100, 1110]}, {"key": "good-faith-efforts", "type": "definition", "offset": [1200, 1218]}, {"key": "in-writing", "type": "clause", "offset": [1282, 1292]}, {"key": "prior-to-the", "type": "clause", "offset": [1320, 1332]}, {"key": "expiration-of", "type": "clause", "offset": [1333, 1346]}, {"key": "engaging-in", "type": "definition", "offset": [1524, 1535]}, {"key": "it-is-understood-and-agreed-that", "type": "definition", "offset": [1579, 1611]}, {"key": "failure-of-a", "type": "clause", "offset": [1616, 1628]}, {"key": "permitted-subcontractor", "type": "definition", "offset": [1629, 1652]}, {"key": "on-behalf-of", "type": "clause", "offset": [1680, 1692]}, {"key": "a-party", "type": "clause", "offset": [1693, 1700]}, {"key": "subcontracting-party", "type": "definition", "offset": [1722, 1742]}, {"key": "obligation-to", "type": "clause", "offset": [1752, 1765]}, {"key": "the-conditions", "type": "clause", "offset": [1806, 1820]}, {"key": "section-151", "type": "clause", "offset": [1834, 1846]}, {"key": "either-party", "type": "definition", "offset": [1864, 1876]}, {"key": "under-clause", "type": "clause", "offset": [1901, 1913]}, {"key": "failure-of-the", "type": "clause", "offset": [1933, 1947]}], "hash": "e6c4f697980665d68c3a2f6752e20e54", "id": 2}, {"size": 4, "samples": [{"hash": "iM6ku81h31Z", "uri": "/contracts/iM6ku81h31Z#for-certain-material-breaches", "label": "Collaboration Agreement (Geltex Pharmaceuticals Inc)", "score": 18.0, "published": true}, {"hash": "hSqInZhKoT6", "uri": "/contracts/hSqInZhKoT6#for-certain-material-breaches", "label": "Collaboration Agreement (Geltex Pharmaceuticals Inc)", "score": 18.0, "published": true}], "snippet": "If: (i) either GelTex or Sankyo fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party, or materially breaches any representation or warranty made by such Party under this Agreement; or (ii) Sankyo fails to use commercially reasonable efforts to commercialize Product in the Territory, and in any case, such failure to perform is not cured within ninety (90) days of written notice thereof from the non-breaching Party, the non-breaching Party may elect, in its sole discretion, to: (i) enforce the terms of this Agreement and seek any and all remedies available to it at law and in equity; and/or (ii) terminate this Agreement with the consequences set forth in Section 13.3 below. Such 90-day period shall be extended to one hundred eighty (180) days if the breaching Party has engaged in good faith efforts to remedy such default within such 90-day period that it believes that it will be able to remedy the default within such 180-day period, but such extension shall apply only so long as the breaching Party is engaging in good faith efforts to remedy such default.", "snippet_links": [{"key": "efforts-to-perform", "type": "clause", "offset": [82, 100]}, {"key": "such-party", "type": "clause", "offset": [132, 142]}, {"key": "representation-or-warranty", "type": "clause", "offset": [171, 197]}, {"key": "commercially-reasonable-efforts-to-commercialize", "type": "clause", "offset": [267, 315]}, {"key": "in-the-territory", "type": "clause", "offset": [324, 340]}, {"key": "failure-to-perform", "type": "definition", "offset": [364, 382]}, {"key": "notice-thereof", "type": "clause", "offset": [431, 445]}, {"key": "the-non", "type": "clause", "offset": [451, 458]}, {"key": "breaching-party", "type": "clause", "offset": [459, 474]}, {"key": "sole-discretion", "type": "clause", "offset": [518, 533]}, {"key": "terms-of-this-agreement", "type": "clause", "offset": [555, 578]}, {"key": "available-to", "type": "definition", "offset": [609, 621]}, {"key": "terminate-this-agreement", "type": "clause", "offset": [659, 683]}, {"key": "the-consequences", "type": "clause", "offset": [689, 705]}, {"key": "section-133", "type": "clause", "offset": [719, 731]}, {"key": "day-period", "type": "definition", "offset": [747, 757]}, {"key": "good-faith-efforts", "type": "definition", "offset": [847, 865]}, {"key": "engaging-in", "type": "definition", "offset": [1073, 1084]}], "hash": "b1a59e493be69f1261671646e2a6f233", "id": 3}, {"size": 3, "samples": [{"hash": "BWSCt5WJFn", "uri": "/contracts/BWSCt5WJFn#for-certain-material-breaches", "label": "Collaboration Agreement (Dyax Corp)", "score": 18.0, "published": true}, {"hash": "8dEvXCNajlX", "uri": "/contracts/8dEvXCNajlX#for-certain-material-breaches", "label": "Collaboration Agreement (Genzyme Corp)", "score": 18.0, "published": true}], "snippet": "If either Dyax or Genzyme (a) fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party under this Agreement or a Development Plan or Commercialization Plan or (b) following the formation of Kallikrein LLC, fails to make two (2) or more capital contributions in accordance with Article 4 hereof, and such failure to perform is not cured within ninety (90) days of written notice thereof from the non-breaching Party, the non-breaching Party may elect, in its sole discretion, to (i) in the case of clause (b) above, waive the terms of Article 4 hereof with respect to any one or more required capital contributions and cause the respective Percentage Interests and future funding responsibilities of the Parties to be adjusted in accordance with Section 4.3.1 hereof or (ii) terminate this Agreement with the consequences set forth in Section 13.3.1 below. Such 90-day period shall be extended to one hundred eighty (180) days if the breaching Party has engaged in good faith efforts to remedy such default within such 90-day period and indicated in writing to the non-breaching Party prior to the expiration of such 90-day period that it believes that it will be able to remedy the default within such 180-day period, but such extension shall apply only so long as the breaching Party is engaging in good faith efforts to remedy such default.", "snippet_links": [{"key": "efforts-to-perform", "type": "clause", "offset": [80, 98]}, {"key": "such-party", "type": "clause", "offset": [130, 140]}, {"key": "agreement-or", "type": "definition", "offset": [152, 164]}, {"key": "development-plan", "type": "definition", "offset": [167, 183]}, {"key": "commercialization-plan", "type": "definition", "offset": [187, 209]}, {"key": "formation-of", "type": "clause", "offset": [231, 243]}, {"key": "in-accordance-with", "type": "definition", "offset": [312, 330]}, {"key": "article-4", "type": "definition", "offset": [331, 340]}, {"key": "failure-to-perform", "type": "definition", "offset": [358, 376]}, {"key": "notice-thereof", "type": "clause", "offset": [425, 439]}, {"key": "the-non", "type": "clause", "offset": [445, 452]}, {"key": "breaching-party", "type": "clause", "offset": [453, 468]}, {"key": "sole-discretion", "type": "clause", "offset": [512, 527]}, {"key": "in-the-case", "type": "clause", "offset": [536, 547]}, {"key": "terms-of", "type": "definition", "offset": [579, 587]}, {"key": "with-respect-to", "type": "clause", "offset": [605, 620]}, {"key": "capital-contributions-and", "type": "clause", "offset": [646, 671]}, {"key": "percentage-interests", "type": "definition", "offset": [693, 713]}, {"key": "responsibilities-of-the-parties", "type": "clause", "offset": [733, 764]}, {"key": "section-431", "type": "clause", "offset": [799, 812]}, {"key": "terminate-this-agreement", "type": "clause", "offset": [828, 852]}, {"key": "the-consequences", "type": "clause", "offset": [858, 874]}, {"key": "section-1331", "type": "clause", "offset": [888, 902]}, {"key": "day-period", "type": "definition", "offset": [918, 928]}, {"key": "good-faith-efforts", "type": "definition", "offset": [1018, 1036]}, {"key": "in-writing", "type": "clause", "offset": [1100, 1110]}, {"key": "prior-to-the", "type": "clause", "offset": [1138, 1150]}, {"key": "expiration-of", "type": "clause", "offset": [1151, 1164]}, {"key": "engaging-in", "type": "definition", "offset": [1342, 1353]}], "hash": "47950a2445c43228726f271cf4ac2f1c", "id": 4}, {"size": 2, "samples": [{"hash": "48qeYYyxCHM", "uri": "/contracts/48qeYYyxCHM#for-certain-material-breaches", "label": "Manufacturing, Marketing and Sales Agreement", "score": 31.340862423, "published": true}, {"hash": "aRaL4iDUVOp", "uri": "/contracts/aRaL4iDUVOp#for-certain-material-breaches", "label": "Manufacturing, Marketing and Sales Agreement (Biomarin Pharmaceutical Inc)", "score": 21.0, "published": true}], "snippet": "If either BioMarin or Genzyme fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party under this Agreement and such failure to perform is not cured within ninety (90) days of written notice thereof from the non-breaching Party, the non-breaching Party may elect, in its sole discretion, to terminate this Agreement with the consequences set forth in Section 12.3.1 below. Such 90-day period shall be extended to one hundred eighty (180) days if the breaching Party has engaged in good faith efforts to remedy such default within such 90-day period and indicated in writing to the non-breaching Party prior to the expiration of such 90-day period that it believes that it will be able to remedy the default within such 180-day period, but such extension shall apply only so long as the breaching Party is engaging in good faith efforts to remedy such default.", "snippet_links": [{"key": "efforts-to-perform", "type": "clause", "offset": [80, 98]}, {"key": "such-party", "type": "clause", "offset": [130, 140]}, {"key": "failure-to-perform", "type": "definition", "offset": [171, 189]}, {"key": "notice-thereof", "type": "clause", "offset": [238, 252]}, {"key": "the-non", "type": "clause", "offset": [258, 265]}, {"key": "breaching-party", "type": "clause", "offset": [266, 281]}, {"key": "sole-discretion", "type": "clause", "offset": [325, 340]}, {"key": "terminate-this-agreement", "type": "clause", "offset": [345, 369]}, {"key": "the-consequences", "type": "clause", "offset": [375, 391]}, {"key": "section-1231", "type": "clause", "offset": [405, 419]}, {"key": "day-period", "type": "definition", "offset": [435, 445]}, {"key": "good-faith-efforts", "type": "definition", "offset": [535, 553]}, {"key": "in-writing", "type": "clause", "offset": [617, 627]}, {"key": "prior-to-the", "type": "clause", "offset": [655, 667]}, {"key": "expiration-of", "type": "clause", "offset": [668, 681]}, {"key": "engaging-in", "type": "definition", "offset": [859, 870]}], "hash": "a1759cd466d8c624d1e091b70abcf70a", "id": 5}, {"size": 2, "samples": [{"hash": "f1lggKxC37r", "uri": "/contracts/f1lggKxC37r#for-certain-material-breaches", "label": "Collaboration Agreement (Biomarin Pharmaceutical Inc)", "score": 18.0, "published": true}], "snippet": "If either BioMarin or ----------------------------- Genzyme (a) fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party under this Agreement or a Development Plan or Commercialization Plan or (b) fails to make two (2) or more capital contributions in accordance with Section 4.2 hereof, and such failure to perform is not cured within ninety (90) days of written notice thereof from the non- breaching Party, the non-breaching Party may elect, in its sole discretion, to (i) in the case of clause (b) above, waive the terms of Article 4 hereof with respect to any one or more required capital contributions and cause the respective Percentage Interests and future funding responsibilities of the Parties to be adjusted in accordance with Section 4.1 of the Operating Agreement or (ii) terminate this Agreement with the consequences set forth in Section 13.3.1 below. Such 90-day period shall be extended to one hundred eighty (180) days if the breaching Party has engaged in good faith efforts to remedy such default within such 90-day period and indicated in writing to the non-breaching Party prior to the expiration of such 90-day period that it believes that it will be able to remedy the default within such 180-day period, but such extension shall apply only so long as the breaching Party is engaging in good faith efforts to remedy such default.", "snippet_links": [{"key": "efforts-to-perform", "type": "clause", "offset": [114, 132]}, {"key": "such-party", "type": "clause", "offset": [164, 174]}, {"key": "agreement-or", "type": "definition", "offset": [186, 198]}, {"key": "development-plan", "type": "definition", "offset": [201, 217]}, {"key": "commercialization-plan", "type": "definition", "offset": [221, 243]}, {"key": "in-accordance-with", "type": "definition", "offset": [303, 321]}, {"key": "section-42", "type": "clause", "offset": [322, 333]}, {"key": "failure-to-perform", "type": "definition", "offset": [351, 369]}, {"key": "notice-thereof", "type": "clause", "offset": [418, 432]}, {"key": "the-non", "type": "clause", "offset": [438, 445]}, {"key": "breaching-party", "type": "clause", "offset": [447, 462]}, {"key": "sole-discretion", "type": "clause", "offset": [506, 521]}, {"key": "in-the-case", "type": "clause", "offset": [530, 541]}, {"key": "terms-of", "type": "definition", "offset": [573, 581]}, {"key": "article-4", "type": "definition", "offset": [582, 591]}, {"key": "with-respect-to", "type": "clause", "offset": [599, 614]}, {"key": "capital-contributions-and", "type": "clause", "offset": [640, 665]}, {"key": "percentage-interests", "type": "definition", "offset": [687, 707]}, {"key": "responsibilities-of-the-parties", "type": "clause", "offset": [727, 758]}, {"key": "section-41", "type": "clause", "offset": [793, 804]}, {"key": "the-operating-agreement", "type": "clause", "offset": [808, 831]}, {"key": "terminate-this-agreement", "type": "clause", "offset": [840, 864]}, {"key": "the-consequences", "type": "clause", "offset": [870, 886]}, {"key": "section-1331", "type": "clause", "offset": [900, 914]}, {"key": "day-period", "type": "definition", "offset": [930, 940]}, {"key": "good-faith-efforts", "type": "definition", "offset": [1030, 1048]}, {"key": "in-writing", "type": "clause", "offset": [1112, 1122]}, {"key": "prior-to-the", "type": "clause", "offset": [1150, 1162]}, {"key": "expiration-of", "type": "clause", "offset": [1163, 1176]}, {"key": "engaging-in", "type": "definition", "offset": [1354, 1365]}], "hash": "7197a8fb6a00d3bd04b2c845c2ba91a1", "id": 6}, {"size": 1, "samples": [{"hash": "jIqOXiN1UEz", "uri": "/contracts/jIqOXiN1UEz#for-certain-material-breaches", "label": "Manufacturing, Marketing and Sales Agreement (Genzyme Corp)", "score": 21.0, "published": true}], "snippet": "If either BioMarin or Genzyme fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party under this Agreement and such failure to perform is not cured within ninety (90) days of written notice thereof from the non-breaching Party, the non-breaching Party may elect, in its sole discretion, to terminate this Agreement with the consequences set forth in Section 12.3.1 [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.", "snippet_links": [{"key": "efforts-to-perform", "type": "clause", "offset": [80, 98]}, {"key": "such-party", "type": "clause", "offset": [130, 140]}, {"key": "failure-to-perform", "type": "definition", "offset": [171, 189]}, {"key": "notice-thereof", "type": "clause", "offset": [238, 252]}, {"key": "the-non", "type": "clause", "offset": [258, 265]}, {"key": "breaching-party", "type": "clause", "offset": [266, 281]}, {"key": "sole-discretion", "type": "clause", "offset": [325, 340]}, {"key": "terminate-this-agreement", "type": "clause", "offset": [345, 369]}, {"key": "the-consequences", "type": "clause", "offset": [375, 391]}, {"key": "section-1231", "type": "clause", "offset": [405, 419]}, {"key": "this-exhibit", "type": "definition", "offset": [439, 451]}, {"key": "pursuant-to-a", "type": "definition", "offset": [470, 483]}, {"key": "confidential-treatment-request", "type": "clause", "offset": [484, 514]}, {"key": "the-commission", "type": "clause", "offset": [585, 599]}], "hash": "0d9817baa205369771ec133b605300f0", "id": 7}, {"size": 1, "samples": [{"hash": "d7HWamGU289", "uri": "/contracts/d7HWamGU289#for-certain-material-breaches", "label": "Collaboration Agreement (Dyax Corp)", "score": 18.0, "published": true}], "snippet": "If either Dyax or Genzyme (a) fails to use commercially reasonable and diligent efforts to perform any material duty imposed upon such Party under this Agreement or a Development Plan or Commercialization Plan or (b) following the formation of Kallikrein LLC, fails to make ************* or more capital contributions in accordance with Article 4 hereof, and such failure to perform is not cured within *************of written notice thereof from the non-breaching Party, the non-breaching Party may elect, in its sole discretion, to (i) in the case of clause (b) above, waive the terms of Article 4 hereof with respect to any one or more required capital contributions and cause the respective Percentage Interests and future funding responsibilities of the Parties to be adjusted in accordance with Section 4.2.1 hereof or (ii) terminate this Agreement with the consequences set forth in Section 13.3.1 below. *************. Confidential material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions.", "snippet_links": [{"key": "efforts-to-perform", "type": "clause", "offset": [80, 98]}, {"key": "such-party", "type": "clause", "offset": [130, 140]}, {"key": "agreement-or", "type": "definition", "offset": [152, 164]}, {"key": "development-plan", "type": "definition", "offset": [167, 183]}, {"key": "commercialization-plan", "type": "definition", "offset": [187, 209]}, {"key": "formation-of", "type": "clause", "offset": [231, 243]}, {"key": "in-accordance-with", "type": "definition", "offset": [318, 336]}, {"key": "article-4", "type": "definition", "offset": [337, 346]}, {"key": "failure-to-perform", "type": "definition", "offset": [364, 382]}, {"key": "notice-thereof", "type": "clause", "offset": [427, 441]}, {"key": "the-non", "type": "clause", "offset": [447, 454]}, {"key": "breaching-party", "type": "clause", "offset": [455, 470]}, {"key": "sole-discretion", "type": "clause", "offset": [514, 529]}, {"key": "in-the-case", "type": "clause", "offset": [538, 549]}, {"key": "terms-of", "type": "definition", "offset": [581, 589]}, {"key": "with-respect-to", "type": "clause", "offset": [607, 622]}, {"key": "capital-contributions-and", "type": "clause", "offset": [648, 673]}, {"key": "percentage-interests", "type": "definition", "offset": [695, 715]}, {"key": "responsibilities-of-the-parties", "type": "clause", "offset": [735, 766]}, {"key": "section-421", "type": "clause", "offset": [801, 814]}, {"key": "terminate-this-agreement", "type": "clause", "offset": [830, 854]}, {"key": "the-consequences", "type": "clause", "offset": [860, 876]}, {"key": "section-1331", "type": "clause", "offset": [890, 904]}, {"key": "confidential-material-omitted-and-filed-separately-with-the-securities-and-exchange-commission", "type": "clause", "offset": [927, 1021]}], "hash": "ec53660e1cb1320bbb103831bbd00b45", "id": 8}, {"size": 1, "samples": [{"hash": "5QfWqPoRuhx", "uri": "/contracts/5QfWqPoRuhx#for-certain-material-breaches", "label": "Collaboration Agreement (Mirati Therapeutics, Inc.)", "score": 24.3538672142, "published": true}], "snippet": "If the Pursuing Party fails to perform any material duty imposed upon such Pursuing Party under this Appendix A or the surviving provisions of the Collaboration Agreement under Section 9.1.5, and such failure to perform is not cured within thirty (30) days of written notice thereof from the non-breaching Party, or, in the case of a failure to make a payment, within fifteen (15) Business Days, the non-breaching Party may elect, in its sole discretion, to terminate the license under Section 4.5 to all applicable Unilateral Products with the consequences set forth in Section 16.3(a) below, and, in either case, seek any and all remedies available to it at law and in equity. Except in the case of a failure to make a payment, such thirty (30) day period shall be extended to ninety (90) days if the breaching Party has engaged in good faith efforts to remedy such default within such thirty (30) day period and indicated in writing to the non-breaching Party prior to the expiration of such thirty (30) day period that it believes that it will be able to remedy the default within such ninety (90) day period, but such extension shall apply only so long as the breaching Party is engaging in good faith efforts to remedy such default.", "snippet_links": [{"key": "pursuing-party", "type": "definition", "offset": [7, 21]}, {"key": "appendix-a", "type": "clause", "offset": [101, 111]}, {"key": "collaboration-agreement", "type": "definition", "offset": [147, 170]}, {"key": "failure-to-perform", "type": "definition", "offset": [201, 219]}, {"key": "within-thirty", "type": "clause", "offset": [233, 246]}, {"key": "notice-thereof", "type": "clause", "offset": [268, 282]}, {"key": "the-non", "type": "clause", "offset": [288, 295]}, {"key": "breaching-party", "type": "clause", "offset": [296, 311]}, {"key": "in-the-case", "type": "clause", "offset": [317, 328]}, {"key": "failure-to-make", "type": "clause", "offset": [334, 349]}, {"key": "business-days", "type": "clause", "offset": [381, 394]}, {"key": "sole-discretion", "type": "clause", "offset": [438, 453]}, {"key": "the-license", "type": "definition", "offset": [468, 479]}, {"key": "section-45", "type": "clause", "offset": [486, 497]}, {"key": "unilateral-products", "type": "clause", "offset": [516, 535]}, {"key": "the-consequences", "type": "clause", "offset": [541, 557]}, {"key": "available-to", "type": "definition", "offset": [641, 653]}, {"key": "day-period", "type": "definition", "offset": [747, 757]}, {"key": "good-faith-efforts", "type": "definition", "offset": [834, 852]}, {"key": "in-writing", "type": "clause", "offset": [925, 935]}, {"key": "prior-to-the", "type": "clause", "offset": [963, 975]}, {"key": "expiration-of", "type": "clause", "offset": [976, 989]}, {"key": "engaging-in", "type": "definition", "offset": [1184, 1195]}], "hash": "6504bfbf9b94ae8eed103be98a45554e", "id": 9}], "next_curs": "", "clause": {"parents": [["term-and-termination", "Term and Termination"], ["termination", "Termination"], ["effects-of-termination", "Effects of Termination"], ["termination-of-program", "Termination of Program"], ["limitation-of-liability", "Limitation of Liability"]], "size": 21, "children": [], "title": "For Certain Material Breaches", "id": "for-certain-material-breaches", "related": [["termination-upon-material-breach", "Termination upon Material Breach", "Termination upon Material Breach"], ["termination-for-material-breach", "Termination for Material Breach", "Termination for Material Breach"], ["material-breach", "Material Breach", "Material Breach"], ["termination-on-material-default", "Termination on Material Default", "Termination on Material Default"], ["data-breaches", "Data Breaches", "Data Breaches"]], "related_snippets": [["termination-by-mps-breach-by-contractor", "If Contractor fails to fulfill its obligations under this Contract in a timely or proper manner, or violates any of its provisions, MPS shall thereupon have the right to terminate it by giving five (5) days written notice before the effective date of termination of the Contract, specifying the alleged violations, and effective date of termination. The Contract shall not be terminated if, upon receipt of the notice, Contractor promptly cures the alleged violation with five (5) days. In the event of termination, MPS will only be liable for services rendered through the date of termination and not for the uncompleted portion, or for any materials or services purchased or paid for by Contractor for use in completing the Contract."], ["material-breach-or-early-termination", "Section 9.1. EVENTS CONSTITUTING MATERIAL BREACH OF AGREEMENT. Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions:\nA. The Application, any Application Supplement, or any Application Amendment on which this Agreement is approved is determined to be inaccurate as to an material representation, information, or fact or is not complete as to any material fact or representation or such application;\nB. Applicant failed to have complete Qualified Investment as required by Section 2.5 of this Agreement;\nC. Applicant failed to create the number of Qualifying Jobs specified in Schedule C of the Application;\nD. Applicant failed to pay the average weekly wage of all jobs in the county in which District\u2019s administrative office is located for all Non-Qualifying Jobs created by Applicant;\nE. Applicant failed to provide payments to District sufficient to protect the future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV of this Agreement;\nF. Applicant failed to provide payments to the District that protect District from the payment of extraordinary education related expenses related to the project, as more fully specified in Article V of this Agreement;\nG. Applicant failed to provide such supplemental payments as more fully specified in Article VI of this Agreement;\nH. Applicant failed to create and Maintain Viable Presence on and/or with the qualified property as more fully specified in Article VIII of this Agreement;\nI. Applicant failed to submit the reports required to be submitted by Section 8.2 to the satisfaction of Comptroller on the dates indicated on the form;\nJ. Applicant failed to provide the District or Comptroller with all information reasonably necessary for District or Comptroller determine whether Applicant is in compliance with its obligations, including, but not limited to, any employment obligations which may arise under this Agreement;\nK. Applicant failed to allow authorized employees of District, Comptroller, the Appraisal District, and/or the State Auditor\u2019s Office to have access to Applicant\u2019s Qualified Property and/or business records in order to inspect the project to determine compliance with the terms hereof or as necessary to properly appraise the Taxable Value of Applicant\u2019s Qualified Property;\nL. Applicant failed to comply with a request by the State Auditor\u2019s office to review and audit the Applicant\u2019s compliance with the Agreement;\nM. Applicant has made any payments to the District or to any other person or persons in any form for the payment or transfer of money or any other thing of value in recognition of, anticipation of, or consideration for this Agreement for limitation on appraised value made pursuant to Chapter 313of the TEXAS TAX CODE, in excess of the amounts set forth in Articles IV, V and VI, of this Agreement; or\nN. Applicant fails either to:\ni. Implement a plan to remedy non-compliance as required by Comptroller pursuant to 34 TAC Section 9.1059; or\nii. Pay a penalty assessed by Comptroller pursuant to 34 TAC Section 9.1059."], ["events-constituting-material-breach-of-agreement", "The Applicant shall be in Material Breach of this Agreement if it commits one or more of the following acts or omissions (each a \u201cMaterial Breach\u201d):\nA. The Application, any Application Supplement, or any Application Amendment on which this Agreement is approved is determined to be inaccurate as to any material representation, information, or fact or is not complete as to any material fact or representation or such application;\nB. The Applicant failed to complete Qualified Investment as required by Section 2.5.A. of this Agreement during the Qualifying Time Period;\nC. The Applicant failed to create and maintain the number of New Qualifying Jobs required by the Act;\nD. The Applicant failed to create and maintain the number of New Qualifying Jobs specified in Schedule C of the Application;\nE. The Applicant failed to pay at least the average weekly wage of all jobs in the county in which the jobs are located for all New Non-Qualifying Jobs created by the Applicant;\nF. The Applicant failed to provide payments to the District sufficient to protect future District revenues through payment of revenue offsets and other mechanisms as more fully described in Article IV of this Agreement;\nG. The Applicant failed to provide the payments to the District that protect the District from the payment of extraordinary education-related expenses related to the project to the extent and in the amounts that the Applicant agreed to provide such payments in Article V of this Agreement;\nH. The Applicant failed to provide the Supplemental Payments to the extent and in the amounts that the Applicant agreed to provide such Supplemental Payments in Article VI of this Agreement;\nI. The Applicant failed to create and Maintain Viable Presence on or with the Qualified Property as more fully specified in Article VIII of this Agreement;\nJ. The Applicant failed to submit the reports required to be submitted by Section 8.2 to the satisfaction of the Comptroller;\nK. The Applicant failed to provide the District or the Comptroller with all information reasonably necessary for the District or the Comptroller to determine whether the Applicant is in compliance with its obligations, including, but not limited to, any employment obligations which may arise under this Agreement;\nL. The Applicant failed to allow authorized employees of the District, the Comptroller, the Appraisal District, or the State Auditor\u2019s Office to have access to the Applicant\u2019s Qualified Property or business records in order to inspect the project to determine compliance with the terms hereof or as necessary to properly appraise the Taxable Value of the Applicant\u2019s Qualified Property under Sections 8.5 and 8.6;\nM. The Applicant failed to comply with a request by the State Auditor\u2019s office to review and audit the Applicant\u2019s compliance with this Agreement;\nN. The Applicant has made any payments to the District or to any other person or persons in any form for the payment or transfer of money or any other thing of value in recognition of, anticipation of, or consideration for this Agreement for limitation on Appraised Value made pursuant to Chapter 313 of the TEXAS TAX CODE, in excess of the amounts set forth in Articles IV, V and VI of this Agreement;\nO. The Applicant failed to comply with the conditions included in the certificate for limitation issued by the Comptroller."], ["termination-on-material-default", "30.2.1 The Authority may terminate this Framework Agreement for material Default by issuing a Termination Notice to the Supplier where:\n(a) the Supplier fails to accept a Call Off Agreement pursuant to paragraph 6.2 of Framework Schedule 5 (Call Off Procedure);\n(b) a Contracting Body terminates a Call Off Agreement for the Supplier\u2019s breach of that Call Off Agreement;\n(c) an Audit reveals that the Supplier has underpaid an amount equal to or greater than five per cent (5%) of the Management Charge due;\n(d) the Supplier refuses or fails to comply with its obligations as set out in Framework Schedule 12 (Continuous Improvement and Benchmarking);\n(e) in the event of two (2) or more failures by the Supplier to meet the specific KPI Targets at Framework Schedule 2 (except in relation to the \u201cSpend under Management\u201d, \u201cOn Time Delivery\u201d and \u201cOn Quote Delivery\u201d KPIs set out in Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators)), whether the failures relate to the same or different KPI targets, in any rolling period of three (3) Months;\n(f) the Authority expressly reserves the right to terminate this Framework Agreement for material Default including pursuant to:\n(i) Clause 16.1.4(c)(ii) (Variation Procedure);\n(ii) Clause 24.2.10 (Confidentiality);\n(iii) Clause 37.6.2 (Prevention of Fraud and \u2587\u2587\u2587\u2587\u2587\u2587\u2587);\n(iv) Clause 33.1.2 (Compliance)\n(v) Clause 38.3 (Conflicts of Interest);\n(vi) paragraph 6.2 of Framework Schedule 9 (Management Information); and/or\n(vii) anywhere that is stated in this Framework Agreement that the Supplier by its act or omission will have committed a material Default;\n(g) the Supplier commits a Default of any of the following Clauses or Framework Schedules:\n(i) Clause 6 (Representations and Warranties);\n(ii) Clause 9 (Framework Agreement Performance);\n(iii) Clause 15 (Records, Audit Access and Open Book Data);\n(iv) Clause 17 (Management Charge);\n(v) Clause 18 (Promoting Tax Compliance);\n(vi) Clause 22 (Supply Chain Rights and Protection);\n(vii) Clause 24.1 (Provision of Management Information);\n(viii) Clause 24.4 (Freedom of Information);\n(ix) Clause 24.5 (Protection of Personal Data);\n(x) paragraph 1.2 of Part B of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or\n(xi) paragraph 2.3 of Part A of Framework Schedule 2 (Goods and/or Services and Key Performance Indicators); and/or\n(xii) paragraph 4 of Framework Schedule 16 (Financial Distress); and/or\n(h) the Supplier commits any material Default which is not, in the reasonable opinion of the Authority, capable of remedy; and/or\n(i) the Supplier commits a Default, including a material Default, which in the opinion of the Authority is remediable but has not remedied such Default to the satisfaction of the Authority within twenty (20) Working Days, or such other period as may be specified by the Authority, after issue of a written notice from the Authority to the Supplier specifying the remediable Default and requesting it to be remedied in accordance with any instructions of the Authority."], ["breach-termination", "Customer/Project Sponsor may terminate this Agreement at any time in its sole discretion by providing notice to the Company not less than one hundred and eighty (180) days before such termination. In the event of breach of any material terms or conditions of this Agreement, if the breach has not been remedied within 30 days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach), then the non-breaching party may terminate this Agreement by written notice at any time until cure of such breach occurs. In the event of any proceedings by or against either Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors (excluding, for the avoidance of doubt, an assignment in accordance with Article XI or other collateral assignment to obtain project financing), the other Party may terminate this Agreement. If the Customer/Project Sponsor increases the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer/Project Sponsor for damages resulting from a termination pursuant to this paragraph. If the Customer/Project Sponsor's generating equipment produces zero (0) kilowatt- hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date [Effective Date for existing resources] for a reason other than a force majeure event, the Company may terminate this Agreement."], ["termination-upon-material-breach", "Material failure by a Party to comply with any of its obligations contained herein shall entitle the Party not in default to give to the Party in default written notice (a \u201cDefault Notice\u201d) specifying the nature of the default in reasonable detail, requiring such defaulting Party to make good or otherwise cure such default, and stating the non-defaulting Party\u2019s intention to terminate this Amended and Restated Research Agreement if such default is not cured. If such default is not cured within sixty (60) days after the date the Default Notice was sent, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated Research Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated Research Agreement by written notice of termination to the defaulting Party; provided, however, that if the Party receiving such Default Notice (the \u201cDisputing Party\u201d) has a reasonable basis for disputing that it is in default and such Party provides written notice thereof to the other Party before the expiration of such sixty (60) day cure period, then the Disputing Party shall have the right, prior to the expiration of such sixty (60) day period, to submit such dispute for resolution in accordance with the provisions of Section 12.7; provided further that in the event that as a result of such resolution, the Disputing Party is found to be in default and such default is not cured within forty-five (45) days after the date of such resolution, then the Party not in default shall be entitled, without prejudice to any other rights conferred on it by this Amended and Restated Research Agreement, and in addition to any other remedies available to it by law or in equity, to terminate this Amended and Restated Research Agreement by written notice of termination to the Disputing Party."], ["termination-for-material-breach", "If either Party (the \u201cNon-Breaching Party\u201d) believes that the other Party (the \u201cBreaching Party\u201d) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a \u201cDefault Notice\u201d). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice. Notwithstanding the foregoing, (i) if such material breach, by its nature, cannot be remedied within such sixty (60) day cure period, but can be remedied over a longer period not expected to exceed one hundred and fifty (150) days, then such sixty (60) day period shall be extended for up to an additional ninety (90) days provided that the Breaching Party provides the Non-Breaching Party with a reasonable written plan for curing such material breach and uses Commercially Reasonable Efforts to cure such material breach in accordance with such written plan and (ii) if such material breach cannot be cured, but the effects of such material breach are not such that the Non-Breaching Party would be deprived of the material benefits the Non-Breaching Party would reasonably be expected to derive from this Agreement in the absence of such material breach, then the Non-Breaching Party shall not be entitled to terminate this Agreement on the basis of such material breach unless the Breaching Party has previously committed a substantially similar material breach of this Agreement. For clarity, a breach of Section 3.2.3 of this Agreement shall not, notwithstanding anything herein, fall within the exception in subpart (ii) of the immediately preceding sentence."], ["data-breach", "In the event of an unauthorized release, disclosure or acquisition of Student Data that compromises the security, confidentiality or integrity of the Student Data maintained by the Provider the Provider shall provide notification to LEA within seventy-two (72) hours of confirmation of the incident, unless notification within this time limit would disrupt investigation of the incident by law enforcement. In such an event, notification shall be made within a reasonable time after the incident. Provider shall follow the following process:\n(1) The security breach notification described above shall include, at a minimum, the following information to the extent known by the Provider and as it becomes available:\ni. The name and contact information of the reporting LEA subject to this section.\nii. A list of the types of personal information that were or are reasonably believed to have been the subject of a breach.\niii. If the information is possible to determine at the time the notice is provided, then either\n(1) the date of the breach, (2) the estimated date of the breach, or (3) the date range within which the breach occurred. The notification shall also include the date of the notice.\niv. Whether the notification was delayed as a result of a law enforcement investigation, if that information is possible to determine at the time the notice is provided; and\nv. A general description of the breach incident, if that information is possible to determine at the time the notice is provided.\n(2) Provider agrees to adhere to all federal and state requirements with respect to a data breach related to the Student Data, including, when appropriate or required, the required responsibilities and procedures for notification and mitigation of any such data breach.\n(3) Provider further acknowledges and agrees to have a written incident response plan that reflects best practices and is consistent with industry standards and federal and state law for responding to a data breach, breach of security, privacy incident or unauthorized acquisition or use of Student Data or any portion thereof, including personally identifiable information and agrees to provide \u2587\u2587\u2587, upon request, with a summary of said written incident response plan.\n(4) LEA shall provide notice and facts surrounding the breach to the affected students, parents or guardians.\n(5) In the event of a breach originating from \u2587\u2587\u2587\u2019s use of the Service, Provider shall cooperate with \u2587\u2587\u2587 to the extent necessary to expeditiously secure Student Data."], ["material-breach", "A material breach for purposes of this Agreement shall include, but not be limited to:\n(a) Failure to timely furnish the documents described in Section 6 or the information requested by GO-Biz or the FTB relating to Taxpayer\u2019s compliance with this Agreement.\n(b) Material misstatements in any information provided to GO-Biz as part of the application process and/or after this Agreement is signed.\n(c) Failure to materially satisfy applicable Milestones as set forth in Exhibit A, materiality of which shall be determined by GO-Biz, by the end of the last taxable year identified in Exhibit A.\n(d) Failure to maintain one or more Milestones for a minimum of three (3) subsequent taxable years after achieving the Milestone(s)."], ["data-breaches", "Contractor shall notify the School District in writing as soon as commercially practicable, however no later than forty-eight (48) hours, after Contractor has either actual or constructive knowledge of a breach which affects the School District\u2019s Data (an \u201cIncident\u201d) unless it is determined by law enforcement that such notification would impede or delay their investigation. Contractor shall have actual or constructive knowledge of an Incident if Contractor actually knows there has been an Incident or if Contractor has reasonable basis in facts or circumstances, whether acts or omissions, for its belief that an Incident has occurred. The notification required by this section shall be made as soon as commercially practicable after the law enforcement agency determines that notification will not impede or compromise the investigation. Contractor shall cooperate with law enforcement in accordance with applicable law provided however, that such cooperation shall not result in or cause an undue delay to remediation of the Incident. Contractor shall promptly take appropriate action to mitigate such risk or potential problem at Contractor\u2019s or OPERATOR\u2019s expense. In the event of an Incident, Contractor shall, at its sole cost and expense, restore the Confidential Information, to as close its original state as practical, including, without limitation any and all Data, and institute appropriate measures to prevent any recurrence of the problem as soon as is commercially practicable. Contractor will conduct periodic risk assessments and remediate any identified security vulnerabilities in a timely manner. Contractor will also have a written incident response plan, to include prompt notification of the District in the event of a security or privacy incident, as well as best practices for responding to a breach of PII."]], "updated": "2025-07-07T12:37:53+00:00"}, "json": true, "cursor": ""}}