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S.B. 142
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VETOES
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(1) DAMAGES MEASURED IN ANY COMBINATION OF THE FOLLOWING
WAYS BUT NOT TO EXCEED THE CONTRACT FEE AND THE MARKET VALUE OF OTHER
CONSIDERATION REQUIRED UNDER THE CONTRACT FOR THE PERFORMANCE THAT
WAS THE SUBJECT OF THE BREACH:
(A) THE AMOUNT OF ACCRUED AND UNPAID CONTRACT FEES AND
THE MARKET VALUE OF OTHER CONSIDERATION EARNED BUT NOT RECED7ED FOR:
(I) ANY PERFORMANCE ACCEPTED BY THE LICENSEE; AND
(II) ANY PERFORMANCE TO WHICH § 21-604 OF THIS TITLE
APPLIES;
(B) FOR PERFORMANCES NOT GOVERNED BY SUBPARAGRAPH (A)
OF THIS PARAGRAPH, IF THE LICENSEE REPUDIATED OR WRONGFULLY REFUSED
THE PERFORMANCE OR THE LICENSOR RIGHTFULLY CANCELED AND THE BREACH
MAKES POSSIBLE A SUBSTITUTE TRANSACTION, THE AMOUNT OF LOSS AS
DETERMINED BY CONTRACT FEES AND THE MARKET VALUE OF OTHER
CONSIDERATION REQUIRED UNDER THE CONTRACT FOR THE PERFORMANCE LESS:
(I) THE CONTRACT FEES AND MARKET VALUE OF OTHER
CONSIDERATION RECEIVED FROM AN ACTUAL AND COMMERCIALLY REASONABLE
SUBSTITUTE TRANSACTION ENTERED INTO BY THE LICENSOR IN GOOD FAITH AND
WITHOUT UNREASONABLE DELAY; OR
(II) THE MARKET VALUE OF A COMMERCIALLY REASONABLE
HYPOTHETICAL SUBSTITUTE TRANSACTION;
(C) FOR PERFORMANCES NOT GOVERNED BY SUBPARAGRAPH (A)
OF THIS PARAGRAPH, IF THE BREACH DOES NOT MAKE POSSIBLE A SUBSTITUTE
TRANSACTION, LOST PROFIT, INCLUDING REASONABLE OVERHEAD, THAT THE
LICENSOR WOULD HAVE REALIZED ON ACCEPTANCE AND FULL PAYMENT FOR
PERFORMANCE THAT WAS NOT DELIVERED TO THE LICENSEE BECAUSE OF THE
LICENSEE'S BREACH; OR
(D) DAMAGES CALCULATED IN ANY REASONABLE MANNER; AND
(2) CONSEQUENTIAL AND INCIDENTAL DAMAGES.
21-809. LICENSEE'S DAMAGES.
(A) SUBJECT TO SUBSECTION (B) OF THIS SECTION AND EXCEPT AS
OTHERWISE PROVIDED IN § 21-807 OF THIS SUBTITLE, A BREACH OF CONTRACT BY A
LICENSOR ENTITLES THE LICENSEE TO RECOVER THE FOLLOWING COMPENSATION
FOR LOSSES RESULTING IN THE ORDINARY COURSE FROM THE BREACH OR, IF
APPROPRIATE, AS TO THE WHOLE CONTRACT, LESS EXPENSES AVOIDED AS A RESULT
OF THE BREACH TO THE EXTENT NOT OTHERWISE ACCOUNTED FOR UNDER THIS
SECTION:
(1) DAMAGES MEASURED IN ANY COMBINATION OF THE FOLLOWING
WAYS, BUT NOT TO EXCEED THE MARKET VALUE OF THE PERFORMANCE THAT WAS
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- 3712 -
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