Most Favored Royalty Rate. If Faroudja licenses or otherwise makes available the Licensed Technology to any third party on royalty terms that are more favorable to such third party than the Royalty terms in Section 4.2, Sage and its licensed Subsidiaries shall be entitled to rely on the same royalty terms offered by Faroudja to such third party. Faroudja shall promptly notify Sage in writing of any royalty terms that Faroudja offers to any third party that are more favorable to such third party than the Royalty terms in Section 4.2. If Sage chooses to substitute the royalty terms in this Agreement for the royalty terms offered to a third party, it shall notify Faroudja of its decision within sixty (60) days upon receipt of notification from Faroudja of the availability thereof. The operation of this Section 4.6 shall not require the recalculation or refund of any payments previously made to Faroudja by Sage.
Most Favored Royalty Rate. Section 5.4 of the License Agreement is hereby deleted in its entirety.
Most Favored Royalty Rate. (a) Network-1 represents and warrants that the Royalty Rates set forth above in Section 5.1 are lower than any royalty rate granted to or in effect for any other Entity with a license or similar right to the Asserted Patent as of the Effective Date (“Pre-existing License”). A royalty rate in a Pre-existing License is lower than the Royalty Rates set forth in Section 5.1 of this Agreement if Cisco and its Affiliates would have paid less in royalties to Network-1 under the royalty rate(s) and structure set forth in the Pre-existing License than Cisco and its Affiliates would have paid to Network-1 under the Royalty Rates set forth in Section 5.1 of this Agreement based on sales of *** and *** by Cisco or its Affiliates during any comparable one-year period of time. For example, if Cisco and its Affiliates, based on their sales of *** and ***, would have paid Network-1 (i) $7,000,000 as an aggregate payment for the one-year period prior to the Effective Date calculated using the Royalty Rates set forth in Section 5.1, and (ii) $5,000,000 as an aggregate payment for that same one-year period calculated using the royalty rate(s) and structure set forth in a Pre-existing License, the royalty rate in the Pre-existing License would be lower than the Royalty Rates set forth in Section 5.1 of this Agreement. For purposes of this Section 5.5, the following agreements shall not be considered a Pre-existing License or an Other License (defined below): (i) the *** agreement (and subsequent amendment) between *** and *** in which *** purchased *** patents (including ***), and (ii) the *** Agreement in which *** and *** cross-licensed the rights to each other’s patents. *** CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
Most Favored Royalty Rate. Subject to the exceptions set forth below, ------------------------- if QUALCOMM grants a license to a third party to manufacture and sell * Certain material (indicated by an asterisk) has been omitted from this document pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. Licensed Products at a royalty rate less than the royalty payable by LICENSEE to QUALCOMM, and, which license will permit such third party to manufacture and sell Licensed Products for use within the scope of the license granted in this Agreement, QUALCOMM shall (i) promptly notify LICENSEE of such license, and (ii) extend to LICENSEE the lower royalty rates applicable for the territory granted in the noticed license and, at QUALCOMM's election, any or all other terms and conditions granted (whether more or less favorable than the other terms and conditions granted under this Agreement) with respect to the third party license effective as of the date on which they became effective in the third party license. LICENSEE shall have up to thirty (30) days after the date of such notice to notify QUALCOMM that it accepts a license from QUALCOMM at such lesser royalty rate as was made available to any such other licensee, provided that LICENSEE must also, at QUALCOMM's request (which will be conveyed by QUALCOMM to LICENSEE concurrently with QUALCOMM's notification), accept and be bound by all other material terms and conditions agreed to by QUALCOMM and such other licensee (whether more or less favorable than the terms and conditions of this Agreement). The above paragraph shall not apply with respect to (i) any license or legal commitments made by QUALCOMM prior to the Effective Date, (ii) any license granted by QUALCOMM to its Affiliates or (iii) any license granted by QUALCOMM, the consideration for which consists in whole or in part of patent rights or other rights of such substantial value as, in the reasonable and good faith judgment of QUALCOMM, to warrant (a) a reduction in royalty rates below the rates provided in this Agreement, or (b) the acceptance of such rights in lieu of royalties. This Section 5.4 shall not apply retroactively, nor shall it be construed as entitling LICENSEE to the return of, or credit for, any money paid by it prior to the grant of such third party license to such other licensee. * * *
