Most Favored Licensee. If, before or after the Effective Date, MI grants an Other Diagnostic License under substantially more favorable economic terms as a whole than those in this Agreement, then MI will notify COMPANY of such Other Diagnostic License granted. The notice will include all material terms and conditions of such Other Diagnostic License, including degree of co-exclusivity, duration, field, territory, audit rights, right to sublicense, right to administer, prosecute and enforce patents, and all license fees (e.g. initial payment, maintenance fees, royalty rates, sublicense fees). Whether the economic terms of the Other Diagnostic License are substantially more favorable or not shall be mutually determined by COMPANY and MI. In the event that COMPANY elects to take all fees and royalty rates, and all material terms and conditions of such Other Diagnostic License, all fees and royalty rates, and all material terms and conditions of such Other Diagnostic License shall apply as a whole to COMPANY upon the date COMPANY provides MI with its written notice of such election. COMPANY acknowledges and agrees that MI may provide a copy of this Agreement to any Other Diagnostic Licensee upon request of such Other Diagnostic Licensee, and MI agrees to provide COMPANY with a copy of any Other Diagnostic License upon COMPANY’s request. This Section 2.5 shall not apply to (i) the settlement of a lawsuit or other dispute between MI and a Third Party (including Other Diagnostic Licensees) with respect to past infringements of the MPG Patent Rights, and (ii) any license granted by MI to any scientific or other non-profit research organisations for non-commercial purposes,
Most Favored Licensee. 11.1 If after signature of this Agreement, PE CORP grants to any unrelated third party, other than Roche, a license of substantially the same scope as granted to Thermal Cycler Supplier herein but under more favorable royalty rates than those given to Thermal Cycler Supplier under this Agreement, PE CORP shall promptly notify Thermal Cycler Enclosure 7 (13 of 14) Supplier of said more favorable royalty rates, and Thermal Cycler Supplier shall have the right and option to substitute such more favorable royalty rates for the royalty rates contained herein. Thermal Cycler Supplier’s right to elect said more favorable royalty rates shall extend only for so long as and shall be conditioned on Thermal Cycler Supplier’s acceptance of all the same conditions, favorable or unfavorable, under which such more favorable royalty rates shall be available to such other third party. Upon Thermal Cycler Supplier’s acceptance of all such terms of said third-party agreement, the more favorable royalty rates shall be effective as to Thermal Cycler Supplier on the date of execution of such other third party license agreement. Notwithstanding the foregoing, in the event that PE CORP and/or Roche shall receive substantial other nonmonetary consideration, for example, such as intellectual property rights, as a part of the consideration for its granting of such license to a third party, then this Section 11.1 shall not apply.
Most Favored Licensee. It is the intention of the parties that LICENSEE receive most favored LICENSEE status and treatment under this Agreement. In the event that LICENSOR grants a non-exclusive license under the Patent Rights in any Field of Use to any other Person making or selling any product(s) that directly compete with Licensed Products, and such license contains rates of royalties applicable to the sale of such products(s) in any country or countries which (calculated on an equivalent basis with respect to the Patent Rights) are lower than those provided in this Agreement, LICENSOR shall (a) promptly notify LICENSEE in writing of such license, and (b) extend to LICENSEE such lower rates of royalty applicable to sales of the Products by LICENSEE and its Affiliates in such Field of Use and in the same country or countries, effective as of the date or dates on which such rates of royalty shall become effective pursuant to such license; provided, that the extension of such lower rates of royalty to LICENSEE shall only become effective hereunder if LICENSEE shall, within 60 days of receipt of the notice described in clause (a) above, give written notice to LICENSOR that LICENSEE (i) desires to have such lower rates of royalties substituted for the rates of royalty set forth herein with respect to such country or countries and (ii) accepts all terms of such license which are more favorable to LICENSEE than corresponding terms of this Agreement and which are disclosed to LICENSEE in the notice described in clause (a) above, including, without limitation, any financial terms (but without any obligation on the part of LICENSOR to perform any obligations relating thereto). LICENSOR shall not have any obligation under this Section for any activities relating to the grant of a license under any of the Patent Rights to any university, governmental authority or for any other non-commercial purpose, or to comply with any law, rule, regulation, order or decree of any governmental authority of competent jurisdiction, whether as a result of compulsory licensing or otherwise.
Most Favored Licensee. Licensee’s rights under this Section 6.3 are conditioned upon, and shall only continue for so long as, Licensee pays to PalmSource the Minimum Annual Payments set forth in Section II (A)(1) of Exhibit D (Licensee Products, Royalties and Fees) for each Contract Year. In no event shall any pricing or other terms made available to Licensee under this Section 6.3 be construed as relieving Licensee from its obligations to make such Minimum Annual Payments.
Most Favored Licensee. If Licensor licenses the Patent Rights to any third party on, royalty terms based on cash payments that are more favorable to such third party than the royalty set forth in Section 3. l(a), Licensor shall immediately notify Mayo of such more favorable royalty terms and Mayo shall be entitled to reduce the royalty amount due under Section 3.1(a) to be the same as the more favorable royalty terms granted by Licensor to such third party. Notwithstanding the other provisions of this Section 3.4(d), Licensor shall be permitted to (i) enter into licenses for the Patent Rights with a third party for non-cash consideration, (ii) enter into licenses for the Patent Rights with a third party fee volumes of diagnostic products or services covered by the Patent Rights and which exceed such volumes performed by Mayo and Mayo Affiliates on an annual basis, (iii) enter into licenses for the Patent Rights with a government agency, or (iv) sell diagnostic kits to end users, each without triggering the most favored license” provisions herein.
Most Favored Licensee. 15.1 In the event that after the EFFECTIVE DATE of this Agreement BECTON enters into a license agreement with a third party, in which such third party is licensed to make, use and sell any PRODUCTS at a royalty rate which is different from the royalty rate set forth in this Agreement, BECTON shall within thirty (30) days after the signing of such license agreement, disclose to QUIDEL the royalty rate in the third party agreement. BECTON will provide such information to QUIDEL's attorneys who will maintain the information in confidence and may disclose it to others within QUIDEL only on a confidential, need-to-know basis.
Most Favored Licensee. If Rockefeller grants a license under the Rockefeller Patent Rights and which will permit such licensee to manufacture or sell for any use within the scope of the license granted in this Agreement at a lower royalty rate than that provided in this Agreement, then Rockefeller will promptly notify Company of such license. The notice will include all material terms and conditions of such license, including degree of non-exclusivity, duration, field, territory, audit rights, all fees, and royalty rates, and extend to Company the lower royalty rates along with all of the material terms and conditions of such license. In the event that Company elects to take the royalty rates and the material terms and conditions of such noticed license, the royalty rate and all material terms and conditions of such noticed license shall apply to Company upon the date Company provides Rockefeller with its written notice of such election.
Most Favored Licensee. Should COMPANY’s exclusive license hereunder become nonexclusive in any country of the Licensed Territory due to LICENSOR’s exercise of their conversion remedy and should LICENSOR thereafter grant to a third party a license for any Licensed Product in such country containing more favorable terms than those granted to COMPANY, then in such an event, LICENSOR promptly shall notify COMPANY and or its Affiliates or sublicensees, as applicable, and COMPANY and such Affiliates or sublicensees shall have the benefit of such more favorable terms provided they accept any less favorable terms contained in such license.
Most Favored Licensee. During the Option Term, in the event that Alnylam grants to a Third Party (other than Listed Counterparties or Pre-Existing Alliance Parties) rights including a non-exclusive, worldwide license under the Licensed Intellectual Property to Discover, Develop, Manufacture and Commercialize Licensed Products, at a royalty rate (taking into account any obligations to make payments to Third Parties) that is more favorable to such Third Party than the royalty rate (taking into account any obligations to make payments to Third Parties) set forth in Section 5.4 of this Agreement with respect to such license grant, then the royalty rate (taking into account any obligations to make payments to Third Parties) under this Agreement shall be reduced or adjusted to such more favorable Third Party royalty rate on a prospective basis from the effective date of Alnylam’s agreement with such Third Party with respect to such rights. Notwithstanding the foregoing, if (a) the Third Party has paid cash or other consideration, or there are other elements of the overall transaction with such Third Party, that justifies a royalty rate below the rate set forth in Section 5.4 of this Agreement, or (b) the license has been granted as part of a joint venture or similar collaborative agreement, then such royalty rate reduction shall not apply. For the avoidance of doubt, such more favorable royalty rate shall have no retroactive effect and shall not apply to any royalties which have been paid by Licensee or which have otherwise accrued under this Agreement prior to the date of such reduction or adjustment.
Most Favored Licensee. In the event that Chiron grants any license to any third party under the Chiron HCV/HIV Patents for any Probe IVD Product pursuant to Section 2.1.3, Chiron agrees to give written notice to CDC of its intent to grant such license, without specifying the identity of the potential licensee, at least [CONFIDENTIAL TREATMENT REQUESTED] prior to the effective date of such license. Chiron further agrees to give written notice to CDC of the granting of any such additional license [CONFIDENTIAL TREATMENT REQUESTED] following the effective date thereof, which notice shall identify [CONFIDENTIAL TREATMENT REQUESTED].
