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 PSI 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.
(a) If PSI grants a most favored licensee clause to any other licensee under substantially similar terms and conditions as Licensee, Licensee shall have the option to amend this Agreement to add such most favored licensee clause, but only for the term of such other licensee’s most favored licensee clause (or earlier termination or expiration of the term of this Agreement), provided that Licensee shall not be entitled to the most favored licensee clause without accepting any less favorable material terms that may be in such agreement and that Licensee shall remain obligated to make the Minimum Annual Payments under Section II(A)(1) of Exhibit D (Licensee Products, Royalties and Fees). This Section 6.3(a) applies only to new agreements entered into by PSI after the ARSLA Execution Date and amendments and renewals of existing agreements after the ARSLA Execution Date where PSI does not have any obligation to consent to such amendment or renewal.
(b) PSI shall keep adequate records to verify its obligations under this Section 6.3 for a period of three (3) years following the date of such records. Licensee shall have the right to select an independent certified public accountant mutually agreeable to the parties to inspect no more frequently than semiannually such records of PSI on reasonable notice and during regular business hours to verify compliance with this Section 6.3. The entire cost of such inspection shall be borne by Licensee; provided, however, that if PSI is determined by such inspection to have materially failed to comply with this Section 6.3, then the cost of such audit shall be borne by PSI.
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. If after the Effective Date of this Agreement, ROCHE grants to any unrelated third party, a license of substantially the same scope as granted to LCE herein but under more favorable royalty rates than those given to LCE under this Agreement, ROCHE shall promptly notify LCE of said more favorable royalty rates, and LCE shall have the right and option to substitute such more favorable royalty rates for the royalty rates contained herein. LCE’s right to elect said more favorable royalty rates shall extend only for so long as and shall be conditioned on LCE’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 LCE’s acceptance of all such terms of said third-party agreement, the more favorable royalty rates shall be effective as to LCE on the effective date of such other third party license agreement. Notwithstanding the foregoing, in the event that ROCHE shall receive substantial other nonmonetary consideration, for example, such as intellectual property rights, as a part of the consideration for its granting of Osmetech – Contract No. 17852 8 such license to a third party, then such consideration shall be taken into account for determining whether or not the third party has been granted more favorable royalty rates.
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. 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. 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 SELFCARE the royalty rate in the third party agreement. BECTON will provide such information to SELFCARE's attorneys who will maintain the information in confidence and may disclose it to others within SELFCARE only on a confidential, need-to-know basis.
15.2 Concurrent with the above report, BECTON will extend to SELFCARE the option of substituting the royalty rate in the third party agreement for the royalty rate in this Agreement, subject to the following provision:
(a) The different royalty rate shall become effective as of the date of its written acceptance by SELFCARE and shall apply only to sales occurring thereafter. In no event shall SELFCARE be entitled to a refund or credit of any monies paid or payable to BECTON prior to the acceptance of the different royalty rate.
15.3 In the event that SELFCARE does not accept the different royalty rate relative to Paragraph 15.2 within thirty (30) days after SELFCARE receives notice from BECTON, SELFCARE's option to substitute the different royalty rate shall be deemed forever waived.
Most Favored Licensee. Should COMPANY's exclusive license hereunder become nonexclusive in any country of the Licensed Territory due to LICENSORS' exercise of their conversion remedy and should LICENSORS 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, LICENSORS promptly shall notify COMPANY and or its Affiliates or sublicensees, as applicable, and COMPANY and such DAPD 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. CHIRON shall promptly notify ROCHE if it grants to a third party a license under CHIRON Licensed Patents to practice in Blood Screening or Plasma Fractionation under terms that impose [**] of the applicable Earned Royalty Amounts. With such notification, CHIRON shall provide ROCHE with a summary of [**]. At ROCHE's election, to be made in writing [**] hereunder shall be adjusted [**]. Any such adjustment will be subject to the same terms as are applicable to such minimum amounts payable by such third party, including, without limitation, [**]. This Paragraph 4 only applies to licenses that enable a third party to sell or use Products Directed to HCV for Blood Screening; provided, however, it does not apply to licenses of Products Directed to HCV for Blood Screening that do not compete with Products then being sold by ROCHE. It also does not apply to a license that amends, replaces or supplements CHIRON's arrangement [**].
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].
(a) In the event that Chiron grants [CONFIDENTIAL TREATMENT REQUESTED] pursuant to Section 2.1.3(a), and subject to paragraph 3(c), the [CONFIDENTIAL TREATMENT REQUESTED] hereunder with respect CDC HCV/HIV Probe Products directed to HCV shall [CONFIDENTIAL TREATMENT REQUESTED], and the [CONFIDENTIAL TREATMENT REQUESTED] with respect to CDC HCV/HIV Probe Products directed to HIV shall [CONFIDENTIAL TREATMENT REQUESTED], each on a product-by-product basis, without action by CDC, [CONFIDENTIAL TREATMENT REQUESTED]. With respect to CDC HCV/HIV Probe Products directed to HCV, in determining the [CONFIDENTIAL TREATMENT REQUESTED]. Such [CONFIDENTIAL TREATMENT REQUESTED] shall be effective prospectively from the later of the date of execution of the third party license or the date on which the third party earned royalties and minimum royalties become effective. The foregoing [CONFIDENTIAL TREATMENT REQUESTED] shall be made on a [CONFIDENTIAL TREATMENT REQUESTED] if [CONFIDENTIAL TREATMENT REQUESTED] third party license [CONFIDENTIAL TREATMENT REQUESTED] granted by Chiron are [CONFIDENTIAL TREATMENT REQUESTED]. Otherwise, Paragraph 3(b) shall apply.
(b) In the event that Chiron elects to grant [CONFIDENTIAL TREATMENT REQUESTED] with respect to HCV or HIV pursuant to Section 2.1.3(b), the following provisions shall apply in lieu of Paragraph 3(a) with respect to such [CONFIDENTIAL TREATMENT REQUESTED]. Subject to Paragraph 3(c), the [CONFIDENTIAL TREATMENT REQUESTED] hereunder with respect to CDC HCV/HIV Probe Products directed to HCV and sold [CONFIDENTIAL TREATMENT REQUESTED] shall [CONFIDENTIAL TREATMENT REQUESTED], and the [CONFIDENTIAL TREATMENT REQUESTED] with respect to CDC HCV/HIV Probe Products directed to HIV and sold [CONFIDENTIAL TREATMENT REQUESTED] shall be [CONFIDENTIAL TREATMENT REQUESTED], each on a product by product basis, without action by CDC...
