Skyline. Skyline is a national banking association and wholly owned subsidiary of Parent, having its principal place of business in Independence, Virginia.
Skyline at its sole discretion, may expand the definition of Territory to c) all countries of the World excluding the United States and will pay TROVAGENE an additional one-time milestone fee in the amount of $20,000 upon commencement of Laboratory Services in the first country outside Europe, excluding the United States, for which Valid Claims to the Patent Rights exist.
Skyline. GILA RIVER agrees to provide GRIC with directory information, for prospective or current GRIC program participants as defined in 34 CFR §99.3 and in accordance with 20 U.S.C. § 1232g(a)(5)(B), necessary to maximize Program services.
Skyline. GILA RIVER agrees to provide access to office equipment.
Skyline. GILA RIVER will provide a time for cultural competencies and sensitivity training opportunities for staff.
Skyline. GILA RIVER will respectfully acknowledge cultural sensitivities, traditional and religious practices of GRIC students and families.
Skyline agrees to indemnify, hold harmless and defend TROVAGENE, its Affiliates, agents and employees from and against any and all Losses arising out of any Third Party Claims against TROVAGENE, its Affiliates, agents and employees based on (i) SKYLINE’S breach of SKYLINE’s warranties under Article 9 below, or (ii) the manufacture, use, handling, storage, sale or other disposition of Laboratory Services by SKYLINE, its Affiliates, agents, and employees, all except to the extent such Losses or Third Party Claims result from the negligence or wilful misconduct of TROVAGENE, or a breach of TROVAGENE’s warranties under Article 9 below.
Skyline shall maintain and cause its Affiliate(s) to maintain true, accurate and complete books of account, records and files containing an accurate record of all data reasonably necessary for the full computation and verification of sales and the determination of the amounts payable under Article 4 hereof for a period of at least three (3) years following the period of each report required by Section 5.2 below.
Skyline shall neither disclose nor cause its Affiliate (s) to disclose this Agreement or any of the terms or conditions of this Agreement to any third party without the prior written consent of TROVAGENE except and to the extent required to comply with applicable laws or regulations; provided that, SKYLINE delivers prior written notice to TROVAGENE of any disclosure required by applicable laws or regulations and takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure.
Skyline shall neither use nor cause its Affiliate(s) to use the name of TROVAGENE, its directors, officers, trustees, Affiliate(s), employees, or any adaptations thereof, in any advertising, promotion or sale literature without the prior written consent of TROVAGENE. With respect to reports to public agencies that are required by law, SKYLINE shall provide TROVAGENE with a reasonable opportunity to review the use of its name in such reports reasonably in advance of submission.
