Favored Licensee. The terms and conditions herein will be no less ---------------- favorable than the terms and conditions, when taken as a whole, that apply to any third party that distributes the TVS Software in similar quantities under similar circumstances (including but not limited to distribution channels). OEM's sole remedy for any breach by NTI of the foregoing provision shall be to substitute the more favorable terms and conditions as a whole for the terms and conditions herein to the extent such more favorable terms and conditions should have applied to such purchase according to the foregoing provision. [***]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Favored Licensee. A. If XXXX hereafter grants to any third party a license under one or more of the Licensed Patents to make, use and sell Products in the Nonexclusive Field at earned royalty rates which are lower than those provided in this Agreement for the applicable Licensed Patents, then XXXX will (i) promptly notify Geron of the existence of such a license; and (ii) in such notice, offer to Geron the lower royalty rate/structure, effective as of the date on which they became effective in respect to the noticed license. B. Such new royalty rates shall only be effective if, within thirty (30) days after receipt of the notice provided in Section 20A(i), Geron notifies XXXX that it accepts the new royalty rates as offered. C. If the third party's license under the applicable Licensed Patent expires or is terminated, the royalty rate to be paid by Geron shall, at XXXX'x option, return to the rate specified in this Agreement, effective * after the later of the date of such termination or expiration or the date XXXX notifies Geron of such termination or expiration. D. Any new royalty rates shall become effective only with respect to those cell types that are licensed to the third party at the lower rate and Geron shall continue to pay XXXX earned royalties at the rates specified in this Agreement for any Products based on other cell types. In addition, any new royalty rates shall be effective only with respect to Products made, used and sold in an indication for which Geron has submitted, or submits a development plan to XXXX and in the territory in which the third party may make, use and sell Products under the lower royalty. E. No settlement between XXXX and any third party of claims for infringement occurring prior to the execution of such settlement shall be considered the grant of a license under this Section 20; however, any license granted to such third party by reason of the settlement shall be considered a license, but only to the extent it permits the third party to make, use and sell Products under a Licensed Patent in the Nonexclusive Field and the Licensed Territory after the settlement agreement is executed.

Favored Licensee. In the event that after the Effective Date BCI enters into a license agreement with a third party in which agreement such third party is licensed to make, use or sell one or more products under the Patent Rights (or any part thereof) which Affymetrix is entitled to make, use and sell under this Agreement, then BCI will notify Affymetrix in writing within thirty (30) days of entering such an agreement and describe the following terms of any such agreement: (i) the scope of the license (ii) the royalty rate (iii) any cross license consideration or other consideration; and, if applicable (iv) the basis of BCI's belief that the terms of such agreement are not more favorable than those given to Affymetrix under this Agreement. If BCI determines in good faith in the exercise of reasonable business judgment (and not for the purpose of depriving Affymetrix of its rights under this Article 10.0) that the financial terms of the third party license are less favorable than this Agreement, then no terms of this Agreement shall be changed. If BCI determines that the financial terms of the third party license are more favorable than this Agreement, then BCI shall give Affymetrix the benefit of the more favorable financial terms for the products licensed to such third party. For the avoidance of doubt, any Licensed Products which are covered by the grant of license under this Agreement but are not included in the license granted to the third party, shall remain at the royalty rate of this Agreement and only the Licensed Products which are covered by the grant of the license under this Agreement and are included in the license granted to the third party shall have the benefit of the more favorable financial terms. 6

Favored Licensee. If at any time after the Effective Date, Becton shall grant a non-exclusive license to any unaffiliated third party with respect to the Patent Rights and Know-How, Becton shall promptly provide to Nanogen a complete copy of the third party license agreement on a confidential basis with appropriate redaction to maintain as confidential the identity of such third party. Nanogen shall, within ninety (90) days of the date of receipt of the copy from Becton, have the option to substitute the terms of such third party license agreement, in totality, effective thirty (30) days after Nanogen notifies Becton, in writing, that Nanogen desires to make such substitution. The terms of any such third party license agreement substituted for the terms of this Agreement, as specified above, shall be implemented prospectively only, and Nanogen shall not be entitled to a refund, credit or return of any monies paid or payable to Becton while this Agreement is in effect between the parties.

Favored Licensee. Genzyme represents and warrants that it has not granted a license to a commercial Third Party under the Patent Rights on financial terms and conditions which are, taken as a whole, more favorable to such Third Party than those set forth in this Agreement. In the event that Genzyme grants a sublicense to a commercial Third Party under the Patent Rights relating to Oligonucleotides, pursuant to an agreement, the financial terms and conditions of which are, taken as a whole, more favorable to such Third Party than the terms and conditions of this Agreement, Genzyme shall offer Hybridon an option to amend this Agreement to substitute the terms and conditions of such more favorable agreement for the terms and conditions of this Agreement. Hybridon shall make an election to accept the terms and conditions of such more favorable agreement by providing written notice to Genzyme within thirty (30) days after being notified of such more favorable agreement. For purposes of this Section 2.5, the term "financial terms and conditions" shall include, but not be limited to, the payment provisions set forth in Section 3.4 and the provisions regarding infringement and damages set forth in Article 5 hereof.

Related to Favored Licensee

Licensee “Licensee” means the individual or company that has entered into an Agreement with the Embassy. “Offer” means a response to a solicitation that, if accepted, would bind the offeror to perform the resultant Agreement.
Required Licenses All parties of this Agreement, including but not limited to, Contractor, Subcontractor, other sub-contractors, and all parties' direct or indirect employees and agents shall be licensed in accordance with respective State laws where the individual is performing their trade or service. All individuals under this agreement shall be regulated by their respective licensing board which has jurisdiction to investigate complaints made by any third (3rd) parties.
Most Favored Lender (a) If the Bank Facility, or any guarantee by a Subsidiary of the Company’s obligations thereunder, or any Other Note Agreement or any guarantee by a Subsidiary of the Company’s obligations thereunder (the Bank Facility, each Other Note Agreement and any of such guarantees being referred to, collectively, as an “MFL Document”), shall be amended, modified or supplemented after the date hereof and during the Covenant Relief Period, whether directly or indirectly, and the effect of such amendment, modification or supplement shall be to impose on the Company or any Subsidiary Guarantor any one or more conditions, covenants, events of default or other terms (other than those referred to in Section 3.2 of this Agreement) that are not contained herein, in the Note Agreement or in the Subsidiary Guarantee (the “Relevant Documents”), or that would, if incorporated into the Relevant Documents, be more favorable to the holders of the Notes than the conditions, covenants, events of default or other terms contained in the Relevant Documents (any such condition, covenant, event of default or other term being referred to herein as a “More Favorable Provision”), then, subject to Section 3.1(b), such More Favorable Provision shall be automatically incorporated in the Relevant Document as if set forth fully therein, mutatis mutandis, and shall be effective as of the date such More Favorable Provision becomes effective in the relevant MFL Document. Thereafter, such More Favorable Provision may only be amended in accordance with the provisions of the Note Agreement. (b) The Company shall give written notice to each holder of Notes of the effectiveness of any More Favorable Provision within 10 days after execution of the document containing such More Favorable Provision, which notice shall include a copy of such document. If the Required Holders give written notice to the Company, within 20 days after receipt of the Company’s notice, objecting to the inclusion of such More Favorable Provision in the Relevant Document, such More Favorable Provision shall not be incorporated in the Relevant Document. (c) Upon the written request of the Company or the Required Holders, the Company or the Subsidiary Guarantors, as applicable, and the Required Holders shall enter into an amendment of the Relevant Document to reflect the inclusion of the More Favorable Provision. All costs of the holders of the Notes incurred in connection with any such amendment (including, without limitation, the reasonable fees and expenses of counsel to the holders) shall be paid by the Company promptly after its receipt of a statement in respect thereof. (d) For the avoidance of doubt, all of the provisions of any Relevant Document shall otherwise remain in effect notwithstanding the incorporation therein of one or more More Favorable Provisions.
AUDIT OF LICENSED PRODUCT USAGE Contractor shall have the right to periodically audit, no more than annually, at Contractor’s expense, use of licensed Product at any site where a copy of the Product resides provided that: (i) Contractor gives Licensee(s) at least thirty (30) days advance written notice, (ii) such audit is conducted during such party’s normal business hours, (iii) the audit is conducted by an independent auditor chosen on mutual agreement of the parties. Contractor shall recommend a minimum of three (3) auditing/accounting firms from which the Licensee will select one (1). In no case shall the Business Software Alliance (BSA), Software Publishers Association (SPA), Software and Industry Information Association (SIIA) or Federation Against Software Theft (FAST) be used directly or indirectly to conduct audits, or be recommended by Contractor; (iv) Contractor and Licensee are each entitled to designate a representative who shall be entitled to participate, and who shall mutually agree on audit format, and simultaneously review all information obtained by the audit. Such representatives also shall be entitled to copies of all reports, data or information obtained from the audit; and (v) if the audit shows that such party is not in compliance, Licensee shall be required to purchase additional licenses or capacities necessary to bring it into compliance and shall pay for the unlicensed capacity at the NYS Net Price in effect at time of audit, or if none, then at the Contractor’s U.S. Commercial list price. Once such additional licenses or capacities are purchased, Licensee shall be deemed to have been in compliance retroactively, and Licensee shall have no further liability of any kind for the unauthorized use of the software.
Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Agent, and agrees to deliver the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.
Sublicensees Licensee shall have the right (but not the obligation) to sublicense those rights granted to it under Section 2.1 only as set forth in, and subject to the terms and conditions of, Section 2.5 and this Section 2.3.2, to (a) any Person (other than a Specified Person) with the prior written consent of Lxxxx, which consent will not be unreasonably withheld, conditioned or delayed; provided that Licensee may contract in the ordinary course of business with any Third Party contract research organization (“CRO”) or contract development and manufacturing organization (“CMO”) to handle certain clinical Development or Manufacturing activities, in Licensee’s reasonable discretion, without requiring Lilly’s consent; provided further that such CRO or CMO are working on Licensee’s behalf, (b) any of its Affiliates (only for so long as they remain Affiliates), provided that Licensee provides prior written notice (at least 20 Business Days in advance) to Lilly of any sublicenses to be granted to any Affiliate or its request for approval of any sublicense to be granted to any other Person, which shall include in each case a description of the rights to be granted and the purpose therefor, the identity of the proposed Sublicensee and the countries involved, or (c) a Specified Person. Each Affiliate or other Person to which any such sublicense is granted is referred to herein as a “Sublicensee.” Licensee shall remain responsible for the performance by each of its Sublicensees and shall cause each of its Sublicensees to comply with the applicable provisions of this Agreement, and Licensee shall be liable for the acts or omissions of its Sublicensees under or in connection with this Agreement (as if such acts or omission were those of Licensee). Without limiting the foregoing, Licensee shall: (x) ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder; (y) under the agreements between Licensee and each of its Sublicensees, include a provision pursuant to which either (a) Lilly is named as a third-party beneficiary or (b) a mechanism (for example, a power of attorney) is implemented for Lxxxx to enforce all applicable terms and conditions of this Agreement against the Sublicensee in a manner reasonably satisfactory to Lilly, provided that, in each case, Lxxxx shall not proceed against any Sublicensee unless Lxxxx has first provided Licensee with written notice of the Sublicensee’s breach and Licensee has not, within 90 days after receipt of such notice, caused the Sublicensee to cease the breaching activity or otherwise cure the breach, in each case, to the reasonable satisfaction of Lxxxx; and (z) terminate all relevant agreements with any such Sublicensee in the case of any breach of such terms and conditions by such Sublicensee. A Sublicensee shall have the right to grant further sublicenses, subject to complying with the terms of this Section 2.3.2 with respect to further Sublicensees. For the avoidance of doubt, (i) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (ii) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.2.1 and 2.4, respectively. Licensee hereby expressly waives any requirement that Lxxxx exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee. Notwithstanding anything to the contrary, (A) all sublicenses granted hereunder shall automatically terminate upon expiration or termination of this Agreement for any reason and (B) if the Parties enter into an agreement pursuant to Section 2.5 with respect to the Product, then as of the effective date of such agreement all sublicenses granted with respect to the Product shall automatically terminate, except as otherwise mutually agreed by the Parties in writing (and in no event shall any negotiations for any such agreement pursuant to Section 2.5 be conditioned on or otherwise affected by whether Lxxxx agrees to allow any such sublicenses to continue).
MOST-FAVORED nation treatment 2 1. Each Party shall accord to investors of the other Party treatment no less favorable than that it accords, in like circumstances, to investors of a non-Party with respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of investments in its territory. 2. Each Party shall accord to covered investments treatment no less favorable than that it accords, in like circumstances, to investments in its territory of investors of a non- Party with respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of investments.
User License We grant you a non-assignable, non-sublicensable, non-exclusive, worldwide right and license to internally use and install the Software for the number of user(s) set forth in the Order Form for Commercial purposes.
Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.
License Type Your license to a Product will be under a Named User or CPU license type, as specified on an order. Each Named User license to a Product entitles a Named User to access and use that Product in one production environment and up to two non-production environments. Each CPU license to a Product entitles you to assign the Product to a single CPU in one production environment and up to two non-production environments, for use in support of an unspecified number of Named Users.

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