Trimeris. Except as provided in Sections 2.11.2 (a) and (b) herein, nothing in this Agreement shall prevent or restrict Trimeris from using its screening assays and analytical methods to assay compound libraries provided by Third Parties, and/or to do any one or more of develop, commercialize, make, have made, use (for any purpose), own or license compounds provided by Third Parties related to the gp41 Target or the gp120 Target.
Trimeris. After the first sale of a Product on which royalties are payable by Trimeris or its Affiliates or Sublicensees hereunder, Trimeris shall make quarterly written reports to CRL, with each quarterly report being accompanied by any royalty payment due for that calendar quarter. Each quarterly written report shall state, separately for Trimeris and each Affiliate and Sublicensee, the number and description of Products sold, aggregate Net Sales by country, of each Product sold during the calendar quarter upon which a royalty is payable under ARTICLE 6 above, the total deductions taken in calculating such Net Sales, and the exchange rates used to calculate payment. Trimeris shall also provide to CRL informal monthly reports stating, separately for Trimeris and each Affiliate and Sublicensee, the number, description, and aggregate Net Sales, by country, of each Product sold during that month upon which a royalty is payable.
Trimeris. Trimeris shall have the initial right, but not the obligation, to take reasonable legal action to enforce against infringements by Third Parties or defend any declaratory judgment action relating to any patent filed by it pursuant to Section 9.4.1(a) using counsel of its choice, provided that CRL has the right to join the action as a matter of law. CRL shall have the right to participate, at its own expense which is not subject to recovery pursuant to Section 9.6.4, and with counsel of its choice, in any such legal action initiated by Trimeris, to the extent permitted by applicable law, and CRL shall give to Trimeris all authority, information and assistance necessary to defend or settle any such suit, action or proceeding. If, within six (6) months following receipt of information pertaining to a possible infringement by a Third Party, or within three (3) months following receipt of a notice of any declaratory judgment action relating to any patent filed by Trimeris pursuant to Section 9.4.1(a), Trimeris fails to take such action to halt a commercially significant infringement or defend any declaratory judgment action related to any patent filed pursuant to Section 9.4.1(a) within a timeframe so as not to jeopardize the following right of CRL, CRL shall, in its sole discretion, have the right, at its sole expense, to take such action.
Trimeris. Trimeris represents and warrants 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; (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 material way with the rights and licenses granted herein; and (v) to the best of its knowledge as of the Effective Date, there are no existing or threatened actions, suits or claims pending against it that would materially impair the Trimeris Technology.
Trimeris. Trimeris agrees to indemnify, defend and hold CRL and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns (the “CRL Indemnitees”) harmless from and against any losses, costs, claims, 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) any Products developed, manufactured, used, sold or otherwise distributed by or on behalf of Trimeris, its Affiliates or Sublicensees or other designees (including, without limitation, product liability and patent infringement claims), (ii) the performance of the Research Collaboration by Trimeris, (iii) with respect to Trimeris’ activities to commercialize a Product, the use of the Targets which are involved in the conduct of the Research Collaboration, and the making or use of modulators of such Targets, and (iv) any breach by Trimeris of the covenants, representations and warranties made in this Agreement; except, in each case, to the extent such Liabilities result from the gross negligence or intentional misconduct of CRL.
Trimeris. After the transfer of the IND in the USA to Roche, Trimeris shall receive copies of all material correspondence with the FDA and shall have the right to be present at all meetings with the FDA related to Products.
