Letter Agreement



 Exhibit 10.1 

AGREEMENT RELEVANT TO THE SETTLEMENT AND LICENSE AGREEMENT 

This AGREEMENT RELEVANT TO THE SETTLEMENT AND LICENSE AGREEMENT (“Relevant Agreement”) is made this 23rd day of September, 2010
(“Relevant Agreement Effective Date”) by and between Trimeris, Inc. (“Trimeris”), and F. Hoffmann-La Roche Ltd. and Hoffmann-La Roche Inc. (the latter two companies collectively, “Roche”). 

WHEREAS, Trimeris and Roche (collectively the “Parties”) have previously entered into a Development and
License Agreement (including its Appendices) dated as of the
1st day of July 1999, by and between Trimeris and Roche
(the “Development and License Agreement”), as amended by Amendment to the Development and License Agreement (“First Amendment”) executed July 12, 2004 and effective January 5, 2004, and the Letter of Amendment
(“Second Amendment”) effective September 20, 2005; 
 WHEREAS, Trimeris, Roche and certain affiliates of Roche
are defendants in a law suit (the “Novartis Litigation”) brought by plaintiff Novartis Vaccines and Diagnostics, Inc. (“Novartis”), Civil Action No. 5:09-CV-00519-F, United States District Court for the Eastern District of
North Carolina; 
 WHEREAS, the plaintiff and defendants in the Novartis Litigation are currently in settlement negotiations;

 WHEREAS, under the provisions of Section 8.4 of the Agreement, neither Roche nor Trimeris may settle the Novartis
Litigation without the consent of the other; and 
 WHEREAS, Roche and Trimeris desire to settle the Novartis Litigation under
reasonable terms and to evenly share the settlement costs. 
 NOW, THEREFORE, in consideration for the foregoing promises and
for good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Parties hereby agree as follows: 
  

	 	1.	Any capitalized term not otherwise defined herein shall have the meaning ascribed to it in the Agreement (as amended by the First Amendment and Second Amendment).


  

	 	2.	If Trimeris and Roche agree to settlement terms in the Novartis Litigation that are acceptable to Novartis (“Settlement and License Agreement”), then on the
date (if any) that the Settlement and License Agreement is executed by all parties and approved by the District Court of North Carolina responsible for the Novartis Litigation, 


 

 - 1 - 









	 	a)	Any obligation of Trimeris to repay to Roche any Trimeris Deferred Expenses (as defined in the First Amendment) shall be released and discharged without any further
action being required by any party, and 

  

	 	b)	Trimeris shall pay fifty percent (50%) of the following as they become due: (i) all of the outside law firm fees and disbursements and court fees and expenses
associated with the Novartis Litigation (with each of Roche and Trimeris continuing to be responsible for its respective internal costs and expenses associated with the Novartis Litigation), and (ii) the settlement with Novartis.


  

	 	3.	After Trimeris and Roche each pay the Past Settlement Amount as set forth in the Settlement and License Agreement, Roche will handle paying Novartis the royalty due
under the Settlement and License Agreement, and offset Trimeris' share of such royalty payments from payments otherwise payable from Roche to Trimeris under the Development and License Agreement. Any claim by Novartis arising from or related to
Roche’s payment of settlement and royalty amounts to Novartis pursuant to settlement of the Novartis Litigation shall be handled solely by Roche at the sole expense of Roche. 


 

	 	4.	Except as specifically provided in this Relevant Agreement, the terms of the Development and License Agreement (including its Appendices), as expressly amended by the
First Amendment and Second Amendment, shall remain in full force and effect. All references contained in the Development and License Agreement shall be deemed to include the provisions of this Relevant Agreement. This Relevant Agreement, together
with the Development and License Agreement (including its Appendices), First Amendment and Second Amendment, shall constitute the entire understanding between the parties with respect to the subject matter hereof and may be modified only in a
writing signed by the parties. 

 Remainder of page intentionally left blank. 

 

 - 2 - 








 IN WITNESS WHEREOF, the parties have executed this Relevant Agreement to be effective as of
the Relative Agreement Effective Date. 
  

									
	TRIMERIS, INC.	  		  	HOFFMANN-LA ROCHE INC.
					
	By:	  	 /s/ Martin A. Mattingly
	  		  	By:	  	 /s/ Gerorge W. Johnston

		  	Martin A. Mattingly	  		  		  	Gerorge W. Johnston
		  	Chief Executive Officer	  		  		  	Vice President
				
		  		  		  	F. HOFFMANN-LA ROCHE LTD
					
		  		  		  	By:	  	 /s/ Robert Ferraro

		  		  		  		  	Robert Ferraro
		  		  		  		  	Attorney at Law
					
		  		  		  	By:	  	 /s/ Ruben Perrin

		  		  		  		  	Dr. Ruben Perrin
		  		  		  		  	Legal Counsel

  

 - 3 -