Common use of License to EAGLE Clause in Contracts

License to EAGLE. 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 SCIDOSE’S interest in the 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 SCIDOSE that is useful for the PRODUCTS, or an improvement to the PRODUCTS, to the extent permitted by SCIDOSE’s agreement with the licensor, 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 SCIDOSE, which amount shall represent a portion of any fees that SCIDOSE must pay under such agreement, based on EAGLE’s proportional use under the license in connection with the PRODUCTS as compared to SCIDOSE’s aggregate use under the license for any purpose.