Common use of Most Favored Licensee Clause in Contracts

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. It is Licensor shall ensure that the intention terms of this Agreement, taken as a whole, shall be no less favorable than the terms taken as a whole provided to any Third Party licensee of the parties that LICENSEE receive most favored LICENSEE status and treatment under this AgreementLicensor Licensed Patent Rights. In the event that LICENSOR grants a non-exclusive license sublicense is granted under the Licensor Licensed Patent Rights in any Field of Use to any other Person making or selling any product(s) that directly compete with Licensed Productsfor the development, and such license contains rates of royalties applicable to the manufacture, use and/or sale of Cathode Powder, Cells, Electrode Systems, and/or Complex Systems on terms that are, taking this Agreement and the proposed Third Party sublicense agreement as a whole, more favorable for such products(s) Third Party than the terms of this Agreement as applied to Licensee, then Licensor shall inform License of such agreement within [***] of entering into such an agreement with any Third Party, and, at Licensee’s option, there [***] Certain information in any country or countries which (calculated on an equivalent basis this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Patent Rights) omitted portions. shall be imposed an adjustment of the terms of this Agreement on a prospective basis so that Licensee’s terms are lower not materially less favorable than the terms granted to the Third Party sublicense in light of the relevant factors. Unless permitted by the confidentiality terms of the Third Party sublicense agreement, Licensee shall not be entitled to directly review such agreement, but instead may provide the Third Party agreement to an independent auditor selected by Licensee who shall report to Licensee whether the terms, taken as a whole, are more or less favorable than those provided in of this Agreement. Should the auditor conclude that the terms, taken as a whole, are more favorable than those of this Agreement, LICENSOR auditor shall (a) promptly notify LICENSEE in writing of also, upon Licensee’s request, identify 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, terms 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 together are more favorable to LICENSEE Licensor, who will disclose such terms to Licensee at that time. Upon not less than corresponding [***] advance written notice to Licensor, Licensee is entitled to have an independent appointed auditor have access to such books and records of Licensor as necessary to conduct a review or audit of Licensor’s compliance with this Section 7.14. For the avoidance of doubt, the terms of this the licenses with Sony Corporation, the terms of the Head License Agreement and which are disclosed to LICENSEE in the notice described in clause (a) above, including, without limitation, terms of any financial terms (but without any obligation on settlement agreement with a Third Party regarding the part of LICENSOR to perform any obligations relating thereto). LICENSOR Licensor Licensed Patent Rights shall not have any obligation be taken into consideration 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 otherwise7.14.

Most Favored Licensee. It is LICENSOR has already, and may in the intention future, grant to one or more unrelated third parties a license of substantially the same scope as granted to LICENSEE herein but under different terms and conditions than those herein granted to LICENSEE. If such terms and conditions are different and include, or include the possibility of, royalties that are at or below [*]% 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 and/or royalty possibilities described 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, then 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 Effective Date of this Agreement or any other Agreement, whichever is later, and which are disclosed to at other times at option of LICENSOR, LICENSEE in the notice described in clause (a) above, including, without limitation, any financial terms (but without any obligation on the part shall be notified 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 said different terms to a third party, which need not be identified. LICENSEE shall have the right and option to elect a license under such different terms and conditions as have been granted to said third party so long as LICENSEE also accepts ALL such other different terms, conditions, requirements and restrictions as have been granted or are granted to such other third party. LICENSEE's election hereunder must be made within sixty (60) days of LICENSEE's receipt of notice of the Patent Rights grant of a license under said different terms to any universitya third party. Upon LICENSEE's election of such different terms and conditions as are offered to a third party, governmental authority or for any other non-commercial purposethis Agreement shall be automatically amended to retroactively include such terms and conditions of said license with said third party back to the time such terms and conditions became available to said third party, or back to comply with any lawthe Effective Date of this Agreement, rulewhichever is later. It is understood and agreed that LICENSOR shall not, regulation, order or decree of any governmental authority of competent jurisdiction, whether as a result of compulsory licensing or otherwisesuch retroactive amendment, be required to return advance payments previously made by LICENSEE, however, to the extent said payments were creditable against royalties, LICENSEE shall still be entitled to such a credit. LICENSOR is not obligated to offer the same set of terms and conditions more than once. LICENSEE's name and address shall be removed from this document before it is shown to other licensees for this most-favored licensee consideration. This section does not apply to the sourcing of Klentaq1 (Article XI).

Most Favored Licensee. It is Licensor shall ensure that the intention terms of this Agreement, taken as a whole, shall be no less favorable than the terms taken as a whole provided to any Third Party licensee of the parties that LICENSEE receive most favored LICENSEE status and treatment under this AgreementLicensor Licensed Patent Rights. In the event that LICENSOR grants a non-exclusive license sublicense is granted under the Licensor Licensed Patent Rights in any Field of Use to any other Person making or selling any product(s) that directly compete with Licensed Productsfor the development, and such license contains rates of royalties applicable to the manufacture, use and/or sale of Cathode Powder, Cells, Electrode Systems, and/or Complex Systems on terms that are, taking this Agreement and the proposed Third Party sublicense agreement as a whole, more favorable for such products(sThird Party than the terms of this Agreement as applied to Licensee, then Licensor shall inform License of such agreement within thirty (30) days of entering into such an agreement with any Third Party, and, at Licensee’s [***] Certain information in any country or countries which (calculated on an equivalent basis this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the Patent Rights) omitted portions. option, there shall be imposed an adjustment of the terms of this Agreement on a prospective basis so that Licensee’s terms are lower not materially less favorable than the terms granted to the Third Party sublicense in light of the relevant factors. Unless permitted by the confidentiality terms of the Third Party sublicense agreement, Licensee shall not be entitled to directly review such agreement, but instead may provide the Third Party agreement to an independent auditor selected by Licensee who shall report to Licensee whether the terms, taken as a whole, are more or less favorable than those provided in of this Agreement. Should the auditor conclude that the terms, taken as a whole, are more favorable than those of this Agreement, LICENSOR auditor shall (a) promptly notify LICENSEE in writing of also, upon Licensee’s request, identify 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, terms 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 together are more favorable to LICENSEE Licensor, who will disclose such terms to Licensee at that time. Upon not less than corresponding thirty (30) days advance written notice to Licensor, Licensee is entitled to have an independent appointed auditor have access to such books and records of Licensor as necessary to conduct a review or audit of Licensor’s compliance with this Section 7.14. For the avoidance of doubt, the terms of this the licenses with Sony Corporation, the terms of the Head License Agreement and which are disclosed to LICENSEE in the notice described in clause (a) above, including, without limitation, terms of any financial terms (but without any obligation on settlement agreement with a Third Party regarding the part of LICENSOR to perform any obligations relating thereto). LICENSOR Licensor Licensed Patent Rights shall not have any obligation be taken into consideration 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 otherwise7.14.

Most Favored Licensee. It is If Censtor licenses the intention Intellectual Property Rights to any person, firm or corporation under more favorable terms and conditions than those granted to RRC, it shall provide RRC the benefit of those terms and conditions effective upon the date of execution of the parties that LICENSEE receive most favored LICENSEE status and treatment more favorable license. For the purposes of determining whether a license is more favorable than the present Agreement under this AgreementSection 2.4, the parties agree to consider each transaction as a whole. The parties agree that should Censtor enter into a new components supply license, it shall deliver to RRC an initial summary of the terms of such license. RRC shall have fifteen (15) days following receipt of such summary to elect to retain RRC's existing license per the terms set forth herein, or to elect on a preliminary basis to accept the terms of said new license. In the event latter event, Censtor shall prepare and submit for RRC's review a draft license agreement, together with a signed certificate of an officer of Censtor stating that LICENSOR grants a non-exclusive said license under agreement is the Patent same as the new components supply license in all material respects. RRC shall thereafter have fifteen (15) additional days to make its final election to accept or reject said new proposed license. In addition, Censtor shall not grant rights in the Intellectual Property Rights in any Field of Use to any other Person making or selling any product(s) that directly compete with Licensed Products, disk drive manufacturer under terms 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 conditions more favorable than those provided in this Agreementgranted by Censtor to Western Digital Corporation ("WDC") or Maxtor Corporation ("MC"), LICENSOR shall (a) promptly notify LICENSEE in writing of respectively, without offering such license, terms to WDC 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 licenseMC; provided, however, that the extension of such lower rates of royalty Censtor shall not be required 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 compare any terms granted to have such lower rates of royalties substituted for either WDC or MC to those granted to the rates of royalty set forth herein with respect to such country other, or countries and (ii) accepts all offer license terms to WDC or MC if at any time following the Effective Date WDC or MC, as the case may be, ceases to be a licensee 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)Censtor. LICENSOR shall not have any obligation under If Censtor is required by this Section for any activities relating to offer license terms to either WDC or MC, Censtor shall offer such terms pursuant to procedures specified in its licenses with WDC or MC to the grant of a extent such procedures exist and, to the extent they do not, pursuant to the procedures specified above for offering license under any of the Patent Rights terms 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 otherwiseRRC.