InterMune. In the event that a Party believes a Third Party is infringing any Collaboration Patent, InterMune shall have the first right, but not the obligation, to take reasonable legal action to enforce such Collaboration Patent and defend any declaratory judgment action relating to such infringement, at its sole cost and expense. If, within six (6) months following receipt of notice from Array of such infringement, InterMune fails to take such action to halt a commercially significant infringement of a patent filed pursuant to Section 8.2.1, Array shall, in its sole discretion, have the right, at its sole expense, to take such action; provided that if such Collaboration Patent is solely owned by InterMune, Array’s action shall be limited to the prevention of infringing activities with products that are competitive with Products then being commercialized by InterMune (the “Back-Up Right”). Prior to the Back-Up Right becoming effective for a given Collaboration Patent, Array shall not notify any Third Party of their alleged infringement of that Collaboration Patent without InterMune’s advance written consent. The foregoing in this Section 8.3.2 shall apply mutatis mutandis to the enforcement of Primary Preparatory Patents (as defined in Section 8.2.2), except to the extent that Array cannot grant InterMune preparation, filing, prosecution and/or maintenance rights due to rights granted to a Third Party by Array with regard to any Primary Preparatory Patent prior to the Effective Date. In addition, the foregoing regarding the Back-Up Right shall apply mutatis mutandis to permit InterMune to enforce Preparatory Patents that are not Primary Preparatory Patents in the same manner and subject to the same limitations as Array’s Back-Up Right with respect to Collaboration Patents, including without limitation the requirement not to notify infringers until the Back-Up Right becomes effective.
InterMune. InterMune represents, warrants and covenants (as applicable) on its own behalf and on behalf of its Affiliates that: (i) it has the legal power, authority and right to enter into this Agreement and to perform all of its obligations hereunder; (ii) this Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms; (iii) it has the full right to enter into this Agreement, and to fully perform its obligations hereunder; and (iv) it has not previously granted, and during the term of this Agreement will not knowingly make any commitment or grant any rights which are in conflict in any way with the rights and licenses granted herein.
InterMune. InterMune agrees to indemnify, defend and hold Array and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns (the “Array Indemnitees”) harmless from and against any losses, costs, damages, liabilities or expense (including reasonable attorneys’ and professional fees and other expenses of litigation) (collectively, “Liabilities”) arising, directly or indirectly out of or in connection with Third-Party claims, suits, actions, demands or judgments, relating to (i) the development manufacture, use, sale or other distribution by or on behalf of InterMune, its Affiliates or Sublicensees or other designees of any Hit Compounds, Lead Compounds and Products (including, without limitation, product liability and patent infringement claims), (ii) InterMune’s conduct of the Research Collaboration; and/or (iii) any breach by InterMune of the representations, warranties and covenants made in Article 10 of this Agreement, except, in each case, to the extent such Liabilities result from the gross negligence or intentional misconduct of Array or are subject to indemnification by Array under Section 11.2.
InterMune. Upon any Default by InterMune under this Agreement Amgen may notify InterMune of such Default and, in the event such Default shall be a payment Default, require that InterMune cure such Default within [*] days of Amgen's notice, or in the event such Default shall be a Default other than a payment Default, require that InterMune cure such Default within [*] days of Amgen's notice, or, if such Default (other than a payment Default) cannot reasonably be cured within such time period, present a reasonably achievable plan to cure such Default as promptly as is reasonably practicable under the circumstances. In the event InterMune shall not have cured the Default at the end of the applicable grace period, Amgen may terminate this Agreement, and all licenses and assignments granted hereunder to InterMune, its Affiliates and Sublicensees, shall revert to Amgen. Upon termination of this Agreement pursuant to this Section 13.3(a), InterMune shall immediately cease all development and Commercialization of the Licensed Products, return to Amgen all physical manifestations of the Amgen Technology, and promptly take all actions reasonably necessary to effect the transfer to Amgen of all Regulatory Approvals for Infergen in the Territory (including without limitation by making such filings as may be required with Regulatory Authorities and other governmental authorities of the Territory that may be necessary to effect such transfer).
InterMune. InterMune shall ensure its Direct Sales Force is trained within [*] business days of the later of the Effective Date or initial receipt of Xxxxxx’x training materials. Thereafter, InterMune will ensure its Direct Sales Force attends Xxxxxx training and receives any updated training materials [*] InterMune will [*] and will provide Xxxxxx with the [*] InterMune will [*] InterMune will take sole responsibility for the ongoing training of its sales force and new hires throughout the year. InterMune shall provide training [*] to any new hires to the Direct Sales Force within sixty [*] after hire.
InterMune. (i) InterMune shall provide Xxxxxx with [*] reports [*] which reports will include the data fields in Attachment C, within [*] The form of these reports may be revised and modified subject to InterMune’s written agreement.
InterMune. (i) InterMune shall provide Xxxxxx with [*] reports summarizing the reported promotional activities of its Direct Sales Force during such month, which reports will include the data fields in Attachment C, within [*]. The form of these reports may be revised and modified subject to InterMune’s written agreement.
