TARCANTA and TARCANTA LTD may request a change of Vendors to ensure the safety and efficacy of, or to comply with regulatory requirements related to, the Products. TARCANTA and TARCANTA LTD. shall, as far as practically possible, give CIMAB one hundred and eighty (180) days advance written notification of such proposed change and the date the change is requested to be made. Such changes shall be made unless CIMAB raises objections or concerns with the proposed change, in which event the Parties shall cooperate in good faith to attempt to resolve those objections or concerns.
TARCANTA and TARCANTA LTD and TARCANTA LTD. agree, upon receipt of applicable Regulatory Approvals, to manufacture, market and sell the Licensed Products in the U.S.,
TARCANTA and TARCANTA LTD shall maintain the Holding Agreement in effect during the term of this Agreement.
TARCANTA and TARCANTA LTD shall, during the Term and at their sole cost and expense, be insured under a comprehensive, commercial general liability insurance policy against claims for damage (including, without limitation, claims for bodily and personal injury, death and property damage) caused by or occurring in connection with the performance or breach of this Agreement. At TARCANTA and TARCANTA LTD.'s cost, and if permitted under Applicable Laws, TARCANTA and TARCANTA LTD. shall use Reasonable Commercial Efforts to name CIMAB as an additional insured Party on each insurance policy. The coverage shall be maintained under one or more policies of insurance from a financially sound and reputable insurance company reasonably acceptable to CIMAB, providing a minimum liability protection in the amount of [*] per occurrence. Such insurance shall be primary for all purposes, and contain standard cross-liability or severability provisions. All of the policies of insurance shall contain a provision or endorsement that the coverage afforded will not be canceled, materially changed, or have renewal refused unless at least thirty (30) days' prior written notice has been given to TARCANTA, TARCANTA LTD. and CIMAB. If requested, TARCANTA and/or TARCANTA LTD. shall deliver to CIMAB insurance certificates in form and substance reasonably acceptable to CIMAB.
TARCANTA and TARCANTA LTD shall be entitled to receive any interest earned on the Holding Account as it is earned.
TARCANTA and TARCANTA LTD shall be responsible for filing all reports required to be filed under Applicable Laws in order to maintain any Regulatory Approvals for manufacturing, marketing, and sale of Licensed Products in the Territory, including, without limitation, adverse drug experience reports. Each Party shall cooperate with the other Party in preparing and filing all such reports and, upon the filing Party's request, provide the filing Party with any information in the non-filing Party's control which the filing Party deems to be relevant to any such report. Notwithstanding the foregoing, to the extent that either Party has or receives any information regarding any adverse drug experience which may be related to the use of any Licensed Product, CIMAB shall promptly provide TARCANTA and TARCANTA LTD. with all such information. Promptly after the Effective Date, the Parties shall, as part of the Development Agreement, determine the procedures to be followed with respect to reporting adverse drug experiences, such procedures to be consistent with each of the Parties' obligations under Applicable Laws.
TARCANTA and TARCANTA LTD shall, at their own expense select, register and maintain the trademarks used by each such entity with respect to the Licensed Products. Neither CIMAB nor any of its Affiliates, licensors or sublicensees other than TARCANTA and TARCANTA LTD. shall have any rights in respect of such trademarks, and CIMAB agrees to use its best efforts to prevent any of its Licensors and sublicensees other than TARCANTA and TARCANTA LTD. from using such trademarks in any way.
TARCANTA and TARCANTA LTD shall pay a royalty payment of [*] of Net Sales from sales of the Licensed Products ("Royalty(ies)"). With respect to such Royalties: (a) sixty-five percent (65%) shall be paid to CIMAB, 100% into the Barter Escrow Account for any sales occurring during the Development Phase, and 100% into the Barter Escrow Account, 50% of each such payment to be made for the purchase of Barter Goods and 50% to be made for Payment in Cash for any sales occurring during the Commercialization Phase, and (b) thirty-five percent (35%) shall be paid to YMB in cash.
TARCANTA and TARCANTA LTD shall transfer funds to the Holding Account according to the following schedule, provided, however, that CIMAB shall have no right or interest in these funds until the milestone is achieved and the funds are transferred into the Barter Escrow Account, or paid in cash, as provided for in this Agreement:
TARCANTA and TARCANTA LTD shall have the exclusive right, but not the obligation, to take action in their own names and at their sole expense to secure the cessation of any infringement or misappropriation of its trademarks or to institute, prosecute and control legal proceedings to prevent or restrain such infringement or misappropriation of its trademarks. CIMAB agrees to use its best efforts to assist TARCANTA and TARCANTA LTD., at TARCANTA or TARCANTA LTD.'s expense, in the prosecution of any action or legal proceedings related to the infringement or misappropriation of such trademarks.
