definiens: means any of the following events : ( i ) Company defaults in any payment due to FHCRC under this Agreement, including, but not limited to, a licensefee, royalty, Milestone Payment or other payment due under this Agreement ; ( ii ) Company commits two ( 2 ) or more distinct material breaches of its confidentiality obligations to FHCRC underSection 7 of this Agreement within any twelve ( 12 ) month period ; ( iii ) Company breaches its indemnity obligations under Section 13 of this Agreement such that FHCRC reasonablybelieves that it may be subject to liability exposure of greater than $ 500,000 and that Company, by its action orinaction, continues to increase such liability exposure ; or ( iv ) Company materially breaches : ( a ) its obligations to include terms and conditions in its sublicense agreementsrequired pursuant to Section 5 ; ( b ) the last sentence of Section 12.3 or the provisions of Section 12.5 ; ( c ) therestriction against assignment in Section 14