Favorable Terms. If, during the period when TWTI is obligated to pay royalties to ACLA under Section 3.9(b) with respect to TWTI Net Sales (the "TWTI Royalty Period"), ACLA enters into a written agreement with any Third Party, other than an Affiliate of ACLA, in which ACLA grants a license to such Third Party, under those patent claims under which ACLA granted to TWTI a license under Section 3.9(b), to make, use, and sell products, components or services under financial terms, considered as a whole and taking into account the non-cash consideration received by ACLA, that are substantially more favorable than those provided to TWTI in Section 3.9(b) and provided that the rights granted by ACLA are materially the same as set forth in Section 3.9(b), then TWTI shall have the right to obtain such more favorable financial terms and conditions under Section 3.9(b) during the TWTI Royalty Period to the extent and for so long as those more favorable terms and conditions are made available to such Third Party. Notwithstanding the foregoing, this Section 3.9(e) shall not apply in connection with any litigation settlement, transfer or sale of all or substantially all of ACLA's business or assets related to this Agreement, whether by way of merger, acquisition of stock or assets, operation of the law, or otherwise and shall not apply in connection with any agreement in which ACLA grants exclusivity. No rebates, credits, or refunds shall be payable or provided by ACLA as a result of this Section 3.9(e).
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Sources: License Agreement (Third Wave Technologies Inc /Wi)
Favorable Terms. If, during the period when TWTI is obligated to pay royalties to ACLA under Section 3.9(b) with respect to TWTI Net Sales (the "TWTI Royalty Period"), ACLA enters into a written agreement with any Third Party, other than an Affiliate of ACLA, in which ACLA grants a license to such Third Party, under those patent claims under which ACLA granted to TWTI a license under Section 3.9(b), to make, use, and sell products, components or services under financial terms, considered as a whole and taking into account the non-cash consideration received by ACLA, that are substantially more favorable than those provided to TWTI in Section 3.9(b) and provided that the rights granted by ACLA are materially the same as set forth in Section 3.9(b), then TWTI shall have the right to obtain such more favorable financial terms and conditions under Section 3.9(b) during the TWTI Royalty Period to the extent and for so long as those more favorable terms and conditions are made available to such Third Party. Notwithstanding the foregoing, this Section 3.9(e) shall not apply in connection with any litigation settlement, transfer or sale of all or substantially all of ACLA's business or assets related to this Agreement, whether by way of merger, acquisition of stock or _________________ *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. assets, operation of the law, or otherwise and shall not apply in connection with any agreement in which ACLA grants exclusivity. No rebates, credits, or refunds shall be payable or provided by ACLA as a result of this Section 3.9(e).
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