definiens: means ( i ) a material breach by Sangamo of Sections [ * * * ] ; or ( ii ) a breach of Sangamo’srepresentations and warranties under Section [ * * * ] in each case of ( i ) or ( ii ), that results or is reasonably likely to result ina material adverse effect upon the [COMPANY] - 28 - * * * CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSIONLicense ( unless [COMPANY] is fully compensated for such material adverse effect by Sangamo, under Section 9.1(c ) orotherwise ) . In the event that [COMPANY] is awarded economic damages pursuant to an action against Sangamo for amaterial breach of this Agreement that is a Materially Adverse Breach, [COMPANY] shall be required to either ( A ) acceptsuch damage award, in which event the milestones due under in this Agreement shall be reinstated, the GenentechLicense shall cease to be fully - paid and irrevocable, and [COMPANY] shall pay Sangamo any past due milestones or(B ) forgo such damage award, in which event the [COMPANY] License shall continue to be fully - paid and irrevocable