definiens: shall mean any open, notorious, malicious material breach of a material obligation under this License Agreement ( other than a Severe Confidentiality B reach, which is addressed in Section 5.7.2 ) that ( a ) has been repeated, persistent and ongoing ; ( b ) materially adversely affect the other Party ’s rights under this License Agreement ; and ( c ) for which, despite written notification from the breach alleging Party, the alleged breach Party has not cured such breach or, with respect to breaches that are not capable of being cured, implemented a procedure that is aimed to cure such breach or minimize the likelihood of the occurrence of such type of breach in the future . In the event of a dispute of such alleged Egregious Breach, the Party for which the dispute is finally decided against will reimburse the other Party for all out -of - pocket costs and fees incurred by such other Party in connection with such dispute