License to EAGLE. XXXXXX hereby grants to EAGLE (i) an exclusive, perpetual, royalty-bearing (as provided in Section 3.2) license, with the right to grant sublicenses, under ROBERT’S interest in the XXXXXX LICENSED TECHNOLOGY solely to develop, make, have made, use, sell, have sold, offer for sale or import the PRODUCTS in the TERRITORY. Upon expiration of the ROYALTY TERM, the foregoing license shall be royalty-free. In the event that any technology is licensed to XXXXXX that is useful for the PRODUCTS, or an improvement to the PRODUCTS, to the extent permitted by ROBERT’s agreement with the licensor, XXXXXX shall promptly notify EAGLE of such technology and offer EAGLE the use of such technology to the greatest extent permitted by such agreement. In the event that EAGLE elects, in its sole discretion, to use such technology, then the PARTIES shall negotiate in good faith a commercially reasonable amount that EAGLE will reimburse XXXXXX, which amount shall represent a portion of any fees that XXXXXX must pay under such agreement, based on EAGLE’s proportional use under the license in connection with the PRODUCTS as compared to ROBERT’s aggregate use under the license for any purpose.
Appears in 4 contracts
Samples: Development and License Agreement (Eagle Pharmaceuticals, Inc.), Development and License Agreement (Eagle Pharmaceuticals, Inc.), Development and License Agreement (Eagle Pharmaceuticals, Inc.)
License to EAGLE. XXXXXX SCIDOSE hereby grants to EAGLE (i) an exclusive, perpetual, royalty-bearing (as provided in Section 3.2) license, with the right to grant sublicenses, under ROBERTSCIDOSE’S interest in the XXXXXX SCIDOSE LICENSED TECHNOLOGY solely to develop, make, have made, use, sell, have sold, offer for sale or import the PRODUCTS in the TERRITORY. Upon expiration of the ROYALTY TERM, the foregoing license shall be royalty-free. In the event that any technology is licensed to XXXXXX SCIDOSE that is useful for the PRODUCTS, or an improvement to the PRODUCTS, to the extent permitted by ROBERTSCIDOSE’s agreement with the licensor, XXXXXX SCIDOSE shall promptly notify EAGLE of such technology and offer EAGLE the use of such technology to the greatest extent permitted by such agreement. In the event that EAGLE elects, in its sole discretion, to use such technology, then the PARTIES shall negotiate in good faith a commercially reasonable amount that EAGLE will reimburse XXXXXXSCIDOSE, which amount shall represent a portion of any fees that XXXXXX SCIDOSE must pay under such agreement, based on EAGLE’s proportional use under the license in connection with the PRODUCTS as compared to ROBERTSCIDOSE’s aggregate use under the license for any purpose.
Appears in 4 contracts
Samples: Development and License Agreement (Eagle Pharmaceuticals, Inc.), Development and License Agreement (Eagle Pharmaceuticals, Inc.), Development and License Agreement (Eagle Pharmaceuticals, Inc.)