MOST FAVORED LICENSEE STATUS Sample Clauses

MOST FAVORED LICENSEE STATUS. (a) If MONSANTO subsequently grants a license under the Licensed MONSANTO Patent Rights to a third party having terms which considered as a whole are more favorable to the licensee than the terms granted to DEKALB considered as a whole, then MONSANTO shall promptly advise DEKALB as to such more favorable terms. DEKALB shall, at its election, be entitled upon notice to MONSANTO to have this Agreement amended to substitute such third-party terms for the terms of this Agreement as of the date upon which such license containing the more favorable terms shall have become effective; provided however that, DEKALB also agrees to have the Agreement amended to contain any additional obligations that are recited in such license containing the more favorable terms.
Sample 1
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MOST FAVORED LICENSEE STATUS. (a) If MONSANTO has granted or subsequently grants a license under the Licensed Patent Rights to a third party having terms which considered as a whole are more favorable to the licensee than the terms granted to DEKALB considered as a whole, then MONSANTO shall promptly advise DEKALB as to such more favorable terms. DEKALB shall, at its election, be entitled upon notice to MONSANTO to have this Agreement amended to substitute such third-party terms for the terms of this Agreement as of the date upon which such license containing the more favorable terms shall have become effective; provided however that, DEKALB also agrees to have the Agreement amended to contain any additional obligations that are recited in such license containing the more favorable terms. (b) In the event MONSANTO shall at any time while this Agreement is in effect be compelled by applicable law to issue licenses under the Licensed Patent Rights in the Licensed Field to any other person with royalty terms more favorable than those granted to DEKALB hereunder, MONSANTO shall inform DEKALB of the order compelling any such licenses and shall offer the royalties only with respect to the country or countries wherein such compulsory licenses have been ordered so that the new royalty terms shall be no less favorable to DEKALB than those granted to any third party under any such compulsory license. (c) Nothing in this Subsection shall entitle DEKALB to any retroactive adjustment, reduction in royalty, or other relief from any of the provisions of this Agreement merely because MONSANTO shall commence proceedings against a third party who shall (d) If DEKALB has granted or subsequently grants a license under the Licensed Patent Rights to a third party having terms which considered as a whole are more favorable to the licensee than the terms granted to MONSANTO considered as a whole, then DEKALB shall promptly advise MONSANTO as to such more favorable terms. MONSANTO shall, at its election, be entitled upon notice to DEKALB to have this Agreement amended to substitute such third-party terms for the terms of this Agreement as of the date upon which such license containing the more favorable terms shall have become effective; provided however that, MONSANTO also agrees to have the Agreement amended to contain any additional obligations that are recited in such license containing the more favorable terms. (e) In the event DEKALB shall at any time while this Agreement is in effect be compelled by app...
Sample 1
MOST FAVORED LICENSEE STATUS. Licensor’s current intent is that it will not hereafter grant a license of the non-exclusive worldwide right, under the Licensed Patents, to manufacture, use and sell Licensed Products on economic terms and conditions, taken as a whole, less favorable to Licensor than those provided herein with respect to Neurocrine (a “More Favored License”). Nonetheless, if Licensor hereafter grants a More Favored License, it shall notify Neurocrine, specifying the overall economic terms and conditions of such More Favored License. Neurocrine may, on notice to Licensor within 10 days after receipt of such notice from Licensor, elect to substitute the terms and conditions of the More Favored License, in toto, for those of Neurocrine herein, to the extent practicable. To the extent such complete substitution is not practicable, the parties shall equitably adjust the terms and conditions of this Agreement so as to be no less favorable to Neurocrine than those of the Most Favored License.
Sample 1
MOST FAVORED LICENSEE STATUS. If MONSANTO subsequently grants a ----------------------------- license under the LICENSED PATENT RIGHTS and MONSANTO TECHNOLOGY to a third party having substantially the same scope as a LICENSE conveyed under this Agreement and having terms which are more favorable as to earned royalty than the terms granted to CALGENE hereunder and CALGENE is not selling in THE TERRITORY any cotton seed which contains a THIRD-PARTY LEPIDOPTERAN-ACTIVE GENE, then MONSANTO shall advise CALGENE as to such more favorable earned royalty terms. CALGENE shall be entitled upon notice to MONSANTO to have this Agreement amended to substitute such earned royalty terms for the earned royalty terms of this Agreement as of the date upon which such license containing the more favorable earned royalty terms shall have become effective and such new earned royalty terms shall be effective for so long as CALGENE is not selling in THE TERRITORY any cotton seed which contains a THIRD-PARTY LEPIDOPTERAN-ACTIVE GENE.
Sample 1
MOST FAVORED LICENSEE STATUS. (i) PRODUCTS NOT INCORPORATING A [*]. Heartport will not grant to any other licensee receiving a license to make, use or sell Less Invasive Prosthesis Holders or closed-chest valve delivery systems (which shall be defined as a CCVDS which includes a non-SJM Prosthesis that incorporates a valve product other than a [*] instead of an SJM Prosthesis) in the field of closed-chest valve repair or replacement a license [*] than those extended to SJM in this Agreement or under [*] less restrictive than those extended to SJM, unless those terms are similarly extended to SJM with respect to [*] granted to such other licensee. In the event Heartport grants a license covered by this Section 5.10, Heartport shall provide SJM written notice of such License within thirty (30) days of grant. Such notice should include a certification that such other agreement does not require Heartport to grant a [*] to SJM under this Section 5.10. (ii) PRODUCTS INCORPORATING A [*]. Notwithstanding the foregoing, the parties agree that Heartport may, without restriction, grant licenses to make, use or sell Less Invasive Prosthesis Holders or closed-chest valve delivery systems that incorporate a [*]. In the event that Heartport grants such a license with respect to [*] to one or more third parties, Heartport agrees that, at such time as SJM has completed the design and/or regulatory approval process for a [*] to be utilized in a closed-chest valve delivery system in any country, at the request of SJM Heartport must grant SJM a license with respect to [*]
Sample 1

Related to MOST FAVORED LICENSEE STATUS

  • 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.

  • Software License Terms (a) Software that is made available by a Provider to Recipient in connection with any Service (any such Software being referred to herein as “TSA-Licensed Software”) provided hereunder will be subject to the terms set forth in this Section 3.5 except as otherwise provided in the applicable Service Schedule. The Provider hereby grants to the Recipient a non-exclusive, non-transferable license to use, in object code form, any TSA-Licensed Software that is made available by the Provider pursuant to a Service Schedule. For the avoidance of doubt, the Provider that makes available any TSA-Licensed Software in connection with the provision of any Service retains the unrestricted right to enhance or otherwise modify such TSA-Licensed Software at any time, provided that such enhancements or other modifications do not disrupt the provision of such Service to the Recipient. (b) The Recipient may not exceed the number of licenses, agents, tiers, nodes, seats, or other use restrictions or authorizations, if any, specified in the applicable Service Schedule. Some TSA-Licensed Software may require license keys or contain other technical protection measures. The Recipient acknowledges that the Provider may monitor the Recipient’s compliance with use restrictions and authorizations remotely, or otherwise. If the Provider makes a license management program available which records and reports license usage information, the Recipient agrees to appropriately install, configure and execute such license management program. (c) Unless otherwise permitted by the Provider, the Recipient may only make copies or adaptations of the TSA-Licensed Software for archival purposes or when copying or adaptation is an essential step in the authorized use of TSA-Licensed Software. If the Recipient makes a copy for backup purposes and installs such copy on a backup device, the Recipient may not operate such backup installation of the TSA-Licensed Software without paying an additional license fee, except in cases where the original device becomes inoperable. If a copy is activated on a backup device in response to failure of the original device, the use on the backup device must be discontinued when the original or replacement device becomes operable. The Recipient may not copy the TSA-Licensed Software onto or otherwise use or make it available on, to, or through any public or external distributed network. Licenses that allow use over the Recipient’s intranet require restricted access by authorized users only. (d) The Recipient must reproduce all copyright notices that appear in or on the TSA-Licensed Software (including documentation) on all permitted copies or adaptations. Copies of documentation are limited to internal use. (e) Notwithstanding anything to the contrary herein, certain TSA-Licensed Software may be licensed under the applicable Service Schedule for use only on a computer system owned, controlled, or operated by or solely on behalf of the Recipient and may be further identified by the Provider by the combination of a unique number and a specific system type (“Designated System”) and such license will terminate in the event of a change in either the system number or system type, an unauthorized relocation, or if the Designated System ceases to be within the possession or control of the Recipient. (f) The Recipient will not modify, reverse engineer, disassemble, decrypt, decompile, or make derivative works of the TSA-Licensed Software. Where the Recipient has other rights mandated under statute, the Recipient will provide the Provider with reasonably detailed information regarding any intended modifications, reverse engineering, disassembly, decryption, or decompilation and the purposes therefor. (g) The Recipient may permit a consultant or subcontractor to use TSA-Licensed Software at the licensed location for the sole purpose of providing services to the Recipient. (h) Upon expiration or termination of the Service Schedule under which TSA-Licensed Software is made available, the Recipient will destroy the TSA-Licensed Software. The Recipient will remove and destroy or return to the Provider any copies of the TSA-Licensed Software that are merged into adaptations, except for individual pieces of data in the Recipient’s database. The Recipient will provide certification of the destruction of TSA-Licensed Software, and copies thereof, to the Provider. The Recipient may retain one copy of the TSA-Licensed Software subsequent to expiration or termination solely for archival purposes. (i) The Recipient may not sublicense, assign, transfer, rent, or lease the TSA-Licensed Software to any other person except as permitted in this Section 3.5. (j) The Recipient agrees that the Provider may engage a third party designated by the Provider and approved by the Recipient (such approval not to be unreasonably withheld) to audit the Recipient’s compliance with the Software License terms. Any such audit will be at the Provider’s expense, require reasonable notice, and will be performed during normal business hours. Such third party will be required to execute a non-disclosure agreement that restricts such third party from disclosing confidential information of the Recipient to the Provider, except to the extent required to report on the extent to which the Recipient is not in compliance with the Software License terms.

  • 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.

  • License; Use Upon delivery to an Authorized Person or a person reasonably believed by Custodian to be an Authorized Person of the Fund of software enabling the Fund to obtain access to the System (the “Software”), Custodian grants to the Fund a personal, nontransferable and nonexclusive license to use the Software solely for the purpose of transmitting Written Instructions, receiving reports, making inquiries or otherwise communicating with Custodian in connection with the Account(s). The Fund shall use the Software solely for its own internal and proper business purposes and not in the operation of a service bureau. Except as set forth herein, no license or right of any kind is granted to the Fund with respect to the Software. The Fund acknowledges that Custodian and its suppliers retain and have title and exclusive proprietary rights to the Software, including any trade secrets or other ideas, concepts, know-how, methodologies, or information incorporated therein and the exclusive rights to any copyrights, trademarks and patents (including registrations and applications for registration of either), or other statutory or legal protections available in respect thereof. The Fund further acknowledges that all or a part of the Software may be copyrighted or trademarked (or a registration or claim made therefor) by Custodian or its suppliers. The Fund shall not take any action with respect tot the Software inconsistent with the foregoing acknowledgement, nor shall the Fund attempt to decompile, reverse engineer or modify the Software. The Fund may not xxx, sell, lease or provide, directly or indirectly, any of the Software of any portion thereof to any other person or entity without Custodian’s prior written consent. The Fund may not remove any statutory copyright notice or other notice included in the Software or on any media containing the Software. The Fund shall reproduce any such notice on any reproduction of the Software and shall add any statutory copyright notice or other notice to the Software or media upon Custodian’s request.

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • License Terms This license is for one full Semester. It cannot be cancelled or terminated except under the conditions cited in this license.

  • 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 of Data; Warranty; Termination of Rights A. The valuation information and evaluations being provided to the Trust by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary to valuing the Trust’s assets and reporting to regulatory bodies (the “License”). The Trust does not have any license nor right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Trust’s right to use the Data cannot be passed to or shared with any other entity. The Trust acknowledges the proprietary rights that USBFS and its suppliers have in the Data. B. THE TRUST HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER. C. USBFS may stop supplying some or all Data to the Trust if USBFS’s suppliers terminate any agreement to provide Data to USBFS. Also, USBFS may stop supplying some or all Data to the Trust if USBFS reasonably believes that the Trust is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBFS’s suppliers demand that the Data be withheld from the Trust. USBFS will provide notice to the Trust of any termination of provision of Data as soon as reasonably possible.

  • Licensed Materials The materials that are the subject of this Agreement are set forth in Appendix A ("Licensed Materials").

  • 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.

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