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Document Preview License Agreement |
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Title: |
License Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
Preview shows 6KB of 17KB total |
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Price: |
$41 |
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ID: |
#327104 |
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LICENSE AGREEMENT
THIS LICENSE AGREEMENT (this Agreement), is entered into as of June 30, 2004, by and among MONARCH PHARMACEUTICALS, INC., a Tennessee corporation (Monarch), PARKEDALE PHARMACEUTICALS, INC., a Michigan corporation (Parkedale), KING PHARMACEUTICALS, INC., a Tennessee corporation (King and together with Monarch and Parkedale, Seller), and SALIX PHARMACEUTICALS, INC., a California corporation (Salix Sub), and SALIX PHARMACEUTICALS, LTD., a Delaware corporation (Salix Parent and together with Salix Sub, Seller).
WHEREAS, Seller and Buyer have entered into that certain Asset Purchase Agreement of even date herewith (the Asset Purchase Agreement), for the sale and license of certain rights of Seller in the pharmaceutical products known as Anusol-HC and Proctocort;
WHEREAS, in connection therewith, Seller wishes to license to Buyer, and Buyer wishes to license from Seller, certain rights in the Licensed Technology (as defined in the Asset Purchase Agreement).
NOW, THEREFORE, in consideration of the foregoing, the covenants and agreements contained in this Agreement and the Asset Purchase Agreement, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Seller and Buyer hereby agree as follows:
ARTICLE 1
DEFINITIONS AND REFERENCES
| 1.1. | Defined Terms. |
Capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the meanings given to such terms in the Asset Purchase Agreement.
| 1.2. | Construction of Certain Terms and Phrases. |
Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms hereof, herein, hereby and derivative or similar words refer to this entire Agreement; (d) all references herein to Articles or Sections are to Articles or Sections of this Agreement; (e) the term or has, except as otherwise indicated, the inclusive meaning represented by the phrase and/or; and (f) the words include, includes and including shall be deemed to be followed by the phrase without limitation.
ARTICLE 2
LICENSE GRANT
| 2.1. | License Grant. |
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