Product Threshold Sample Clauses

Product Threshold. (a) Following August 18, 2026 subject to Section 2.1(b) below, Circle may exclude Coinbase’s Party Product Economics Amount from the Royalty payment calculations with respect to any Licensed Stablecoin by written notice to Coinbase (a “Product Threshold Exclusion Notice”) if Coinbase (i) has failed to meet the Product Threshold (as defined in the Collaboration Agreement) with respect to such Licensed Stablecoin and does not cure such failure within sixty (60) days of receiving notice thereof, or (ii) has failed to meet the Product Threshold with respect to such Licensed Stablecoin more than three (3) times during any rolling twelve (12) month period 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 (as defined in the Collaboration Agreement), or by technological downtime or system outages (for the sake of clarity, where such downtime or outage was outside of Coinbase’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 the calculations of the Royalty (including Coinbase’s right to receive its Ecosystem Economics Amount). (b) Coinbase shall remain entitled to receive the Party Product Economics Amount pursuant to this Schedule 1 for such Licensed Stablecoin following delivery of a Product Threshold Exclusion Notice for the lesser of (x) twelve (12) months following the Product Threshold Exclusion Notice and (y) if the Party Product Economics Amount was re-started for the relevant Licensed 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 Licensed Stablecoin. (c) If, within five (5) years following a Product Threshold Exclusion Notice for an Licensed Stablecoin (the “Product Threshold Cure Period”), Coinbase satisfies the Product Threshold with respect to such Licensed Stablecoin (and reasonably believes in good faith that it can continue to do so on an ongoing basis), Coinbase may issue a notice of re-entry to Circle (the “Product Threshold Re-Entry Notice”), in which case the Royalty sha...