CRL. Except as set forth herein, prior to termination of this Agreement pursuant to Section 13.1, CRL shall not knowingly conduct, participate in, or fund, directly or indirectly, alone or with a Third Party, drug discovery research and/or drug development efforts directed to the identification of, or grant any right to exploit, chemical entities for use against either the gp41 Target or the gp120 Target, except pursuant to this Agreement. The provisions of this Section 2.11.1 shall apply so long as Trimeris is utilizing commercially reasonable efforts (as described in Section 8.1) to pursue the research, development and/or commercialization of Compound(s) or Product(s) pursuant to the terms and conditions specified in this Agreement.
CRL. CRL shall have the initial right, but not the obligation, to take reasonable legal action to enforce against infringements by Third Parties of CRL Technology licensed to Trimeris according to Section 4.1 and Section 4.2, or defend any declaratory judgment action relating to any patent filed by CRL pursuant to Section 9.4.1(b), using counsel if its choice. 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 CRL pursuant to Section 9.4.1(b), CRL 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(b) within a timeframe so as not to jeopardize the following right of Trimeris, Trimeris shall, in its sole discretion, have the right, at its sole expense, to take such action.
CRL. CRL 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 CRL Technology.
CRL. CRL agrees to indemnify, defend and hold Trimeris and its Affiliates and their respective directors, officers, employees, agents and their respective successors, heirs and assigns (the “Trimeris 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) the performance of the Research Collaboration by CRL, and (ii) any breach by CRL of its 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 Trimeris.
CRL. A database or other list of Certificates that have been revoked prior to the expiration of their Validity Period. Digital Signature/Digitally Sign: The transformation of an electronic record by one person, using a Private Key and Public Key Cryptography, so that another person having the transformed record and the corresponding Public Key can accurately determine
CRL. The Common Seal of China Resources Logic Limited has been affixed in the presence of: ) ) ) Director Director/Secretary MAT The Common Seal of Micro Assembly Technologies Limited has been affixed in the presence of: ) ) ) Director Director/Secretary
CRL. The CRL Subordinated Creditors shall have (i) loaned, in --- the aggregate, $7,000,000 to the Borrower, as evidenced by the CRL Subordinated Notes, (ii) purchased, in the aggregate, $3,000,000 of Convertible Preferred Stock of the Borrower, (iii) entered into a binding commitment to purchase additional Subordinated Notes on December 31, 1998 (the "December CRL Subordinated Notes") in an aggregate amount up to $3,000,0000 less the Maximum Cumulative Liability (as such term is defined in the CRL Guaranty), as provided in the Second Amendment to the CRL Purchase Agreement, and (iv) entered into a binding commitment to purchase additional Subordinated Notes on May 3 1, 1999 (together with the December CRL Subordinated Notes, the "Additional Subordinated Notes") such that the aggregate amount of Additional CRL Subordinated Notes is equal to a minimum of $3,000,0000 less the Maximum Cumulative Liability (as such term is defined in the CRL Guaranty), as provided in the Second Amendment to the CRL Purchase Agreement.
CRL. CRL" shall mean and refer to Cato Research Ltd., a North Carolina corporation with its headquarters and principal place of business located at 0000 Xxxxx Xxxxxx Xxxxxx, Durham, North Carolina, and that is an affiliate of RTP.
