Failure to Meet Product Threshold. (i) During any Renewal Term, subject to Section 3.2(c)(ii) below, the Issuer Party may elect to exclude the Party Product Economics Amount from the Collaboration Payment with respect to any Applicable Stablecoin by written notice to the Reseller Party (a “Product Threshold Exclusion Notice”) if the Reseller Party (i) has failed to meet the Product Threshold with respect to such Applicable Stablecoin and does not cure such failure within [*****] of receiving notice thereof, or (ii) has failed to meet the Product Threshold with respect to such Applicable Stablecoin more than [*****] times during any [*****] and received notice of each such failure and was given an opportunity to cure each such failure in accordance with clause (i), in each case of (i) and (ii), unless such failure is solely caused by a Force Majeure Event, or by technological downtime or system outages (for the sake of clarity, where such downtime or outage was outside of the Reseller Party’s reasonable control, or, if such downtime or outage was intentional, solely to the extent such downtime or outage is for routine or emergency maintenance or for the purpose of system upgrades). For the sake of clarity, exclusion of the Party Product Economics Amount will not affect the remainder of this Agreement (including such Reseller Party’s right to receive its Ecosystem Economics Amount). (ii) The Reseller Party shall remain entitled to receive the Party Product Economics Amount pursuant to Section 4 for such Applicable Stablecoin following delivery of a Product Threshold Exclusion Notice for the [*****] of (x) [*****] following the Product Threshold Exclusion Notice and (y) if the Party Product Economics Amount was re-started for the relevant Applicable Stablecoin pursuant to the prior delivery of a Product Threshold Re-Entry Notice, the number of days between the prior Product Threshold Re-Entry Notice and the current Product Threshold Exclusion Notice for such Applicable Stablecoin. (iii) If, within [*****] following a Product Threshold Exclusion Notice for an Applicable Stablecoin (the “Product Threshold Cure Period”), the Reseller Party satisfies the Product Threshold with respect to such Applicable Stablecoin (and reasonably believes in good faith that it can continue to do so on an ongoing basis), the Reseller Party may issue a notice of re-entry to the Issuer Party (the “Product Threshold Re-Entry Notice”), in which case the Collaboration Payment shall include the Reseller Party’s Party Product Economics Amount, effective from the date the validly issued Product Threshold Re-Entry Notice was received by the Issuer Party in accordance with Section 12.3 and thereafter on a going-forward basis in accordance with the terms of this Agreement. If the Reseller Party does not deliver a Product Threshold Re-Entry Notice during the Product Threshold Cure Period with respect to the relevant Applicable Stablecoin, the Reseller Party shall have no further right to receive its Party Product Economics Amount with respect to such Applicable Stablecoin. The Product Threshold Cure Period is a cumulative cure period and does not reset for each Product Threshold Exclusion Notice. Accordingly, following each Product Threshold Re-Entry Notice, the Product Threshold Cure Period for subsequent Product Threshold Exclusion Notices will be reduced by the period of time between the date of the Product Threshold Exclusion Notice for which such Product Threshold Re-Entry Notice was delivered, and the date of such Product Threshold Re-Entry Notice. (iv) Subject to the terms of Section 4 hereof (or as mutually agreed in writing otherwise), the Issuer Party with respect to an Applicable Stablecoin shall not, during the Product Threshold Cure Period, [*****], without the written consent (which consent, if requested after the end of [*****] shall not be unreasonably withheld, conditioned or delayed) of the Reseller Party; provided, that if a Product Threshold Re-Entry Notice is validly issued pursuant to clause (ii) above, (x) the Reseller Party shall be entitled to its Party Product Economics Amount [*****], and (y) [*****].
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Sources: Collaboration Agreement (Circle Internet Group, Inc.), Collaboration Agreement (Circle Internet Group, Inc.)
Failure to Meet Product Threshold. (i) During any Renewal Term, subject to Section 3.2(c)(ii) below, the Issuer Party may elect to exclude the Party Product Economics Amount from the Collaboration Payment with respect to any Applicable Stablecoin by written notice to the Reseller Party (a “Product Threshold Exclusion Notice”) if the Reseller Party (i) has failed to meet the Product Threshold with respect to such Applicable Stablecoin and does not cure such failure within [*****] of receiving notice thereof, or (ii) has failed to meet the Product Threshold with respect to such Applicable Stablecoin more than [*****] times during any [*****] and received notice of each such failure and was given an opportunity to cure each such failure in accordance with clause (i), in each case of (i) and (ii), unless such failure is solely caused by a Force Majeure Event, or by technological downtime or system outages (for the sake of clarity, where such downtime or outage was outside of the Reseller Party’s reasonable control, or, if such downtime or outage was intentional, solely to the extent such downtime or outage is for routine or emergency maintenance or for the purpose of system upgrades). For the sake of clarity, exclusion of the Party Product Economics Amount will not affect the remainder of this Agreement (including such Reseller Party’s right to receive its Ecosystem Economics Amount).
(ii) The Reseller Party shall remain entitled to receive the Party Product Economics Amount pursuant to Section 4 for such Applicable Stablecoin following delivery of a Product Threshold Exclusion Notice for the [*****] of (x) [*****] following the Product Threshold Exclusion Notice and (y) if the Party Product Economics Amount was re-started for the relevant Applicable Stablecoin pursuant to the prior delivery of a Product Threshold Re-Entry Notice, the number of days between the prior Product Threshold Re-Entry Notice and the current Product Threshold Exclusion Notice for such Applicable Stablecoin.
(iii) If, within [*****] following a Product Threshold Exclusion Notice for an Applicable Stablecoin (the “Product Threshold Cure Period”), the Reseller Party satisfies the Product Threshold with respect to such Applicable Stablecoin (and reasonably believes in good faith that it can continue to do so on an ongoing basis), the Reseller Party may issue a notice of re-entry to the Issuer Party (the “Product Threshold Re-Entry Notice”), in which case the Collaboration Payment shall include the Reseller Party’s Party Product Economics Amount, effective from the date the validly issued Product Threshold Re-Entry Notice was received by the Issuer Party in accordance with Section 12.3 and thereafter on a going-forward basis in accordance with the terms of this Agreement. If the Reseller Party does not deliver a Product Threshold Re-Entry Notice during the Product Threshold Cure Period with respect to the relevant Applicable Stablecoin, the Reseller Party shall have no further right to receive its Party Product Economics Amount with respect to such Applicable Stablecoin. The Product Threshold Cure Period is a cumulative cure period and does not reset for each Product Threshold Exclusion Notice. Accordingly, following each Product Threshold Re-Entry Notice, the Product Threshold Cure Period for subsequent Product Threshold Exclusion Notices will be reduced by the period of time between the date of the Product Threshold Exclusion Notice for which such Product Threshold Re-Entry Notice was delivered, and the date of such Product Threshold Re-Entry Notice.
(iv) Subject to the terms of Section 4 hereof (or as mutually agreed in writing otherwise), the Issuer Party with respect to an Applicable Stablecoin shall not, during the Product Threshold Cure Period, [*****], without the written consent (which consent, if requested after the end of [*****] shall not be unreasonably withheld, conditioned or delayed) of the Reseller Party; provided, that if a Product Threshold Re-Entry Notice is validly issued pursuant to clause (ii) above, (x) the Reseller Party shall be entitled to its Party Product Economics Amount [*****], and (y) [*****].
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