MFL Clause Samples
The MFL (Most Favored Licensee) clause ensures that a licensee receives terms that are at least as favorable as those granted to any other licensee by the licensor. In practice, if the licensor later offers more advantageous terms—such as lower royalty rates or broader rights—to another party, the original licensee is entitled to those same improved terms. This clause is commonly used to protect the licensee from being disadvantaged in comparison to future licensees, thereby ensuring fairness and competitive parity in licensing agreements.
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MFL. If, for as long as any amount of the Loan remains outstanding, the Borrower or any other member of the Group enters into any loan, bond or other form of financial indebtedness, or any obligation for the payment or repayment of money, in a principal amount exceeding EUR 100,000,000 (one hundred million euros), or the equivalent thereof in any other currency, which contains (i) rating clauses (including, but not limited to, a loss-of-rating clause), (ii) financial covenants clauses pursuant to which compliance with certain financial figures or ratios is required, (iii) material adverse change/effect (or equivalent) is included as an event of default, (iv) limitation on Subsidiary indebtedness clauses, (v) negative pledge clauses, (vi) asset disposal clauses, (vii) cross default clauses or (viii) provision of co-borrowership/upstream guarantees by any operating Subsidiary of the Guarantor for any indebtedness of the Guarantor (each such clause or undertaking, as the case may be, hereinafter referred to as a “More Favourable Clause”) which is either:
(a) not included in this Contract,
(b) is stricter than the relevant provisions of this Contract, or
(c) is otherwise more favourable for third party creditors than the relevant provisions of this Contract, the Borrower shall inform the Bank without delay and in any case within 10 (ten) Business Days following the conclusion or amendment of such contractual arrangement in writing and provide the text of such More Favourable Clause to the Bank. Such More Favourable Clause will be deemed to be incorporated into this Contract by reference, with effect as of the day when such More Favourable Clause became effective under the relevant contract (any such More Favourable Clause so adopted by reference into this Contract, an “Adopted Clause”). Such Adopted Clause shall not be amended, cancelled, or withdrawn without the prior written consent of the Bank, and the Borrower shall upon the request of the Bank conclude an amendment to this Contract which incorporates the relevant Adopted Clause. In the event a More Favourable Clause becomes an Adopted Clause under this Contract and, thereafter, such More Favourable Clause is either removed or amended to be less restrictive on the Borrower or the Guarantor or is otherwise less favorable to the third party creditors than such More Favorable Clause had previously been (a “Relaxed More Favourable Clause”), then, upon notice thereof by the Borrower to the Bank together with the del...