Extract to table

Quorum should consider negotiating a right of first offer or preferential pricing on new Meridian data products introduced during the initial term, to avoid a situation in which Quorum must negotiate separate license terms for new data feeds that complement or extend the currently licensed products

The MFN clause would provide that Meridian shall not offer any member of the Comparable Licensee Class an effective per-record rate, volume discount, or aggregate annual fee more favorable than the corresponding rate, discount, or fee provided to Quorum, and that if Meridian offers more favorable terms to any Comparable Licensee, Quorum's pricing shall be automatically adjusted to match the more favorable terms on a going-forward basis

The Term Sheet provides that Meridian shall have sole discretion to determine whether any particular item of Derived Data meets the "sufficient transformation" standard, and that Quorum must submit all Derived Data intended for external commercialization to Meridian for review and approval prior to distribution

This technical distinction is critical and must be addressed in Quorum's counter-term sheet with precision

The Term Sheet provides that the MDLA shall be governed by the laws of the State of New York, without regard to its conflicts-of-law principles

Quorum should negotiate the right to sublicense the Licensed Data Products to its wholly-owned subsidiaries and affiliates (as defined in the MDLA, which should track Quorum's corporate structure) without the requirement of Meridian's prior written consent, provided that each sublicensee agrees to be bound by the terms and conditions of the MDLA