GNE. GNE agrees to save, defend and hold ABX and its directors, officers, employees, agents and Affiliates harmless from and against any suits, claims, actions, demands, damages, liabilities, expenses or losses (including court costs and reasonable attorneys' and experts' fees) (collectively, the "Liabilities") resulting directly from (a) third party claims arising from any negligence or willful misconduct of GNE (or its directors, officers, employees, agents, or Sublicensees) or the breach of any representations or warranties of GNE under this Agreement, or (b) any third party claims arising from GNE's or its Sublicensee's development, making, having made, use, offer for sale, or sale of any Product developed, manufactured, used, sold or otherwise distributed by GNE and its Sublicensees under this Agreement; provided, however, that nothing in this Section 6.1 shall obligate GNE to save, defend or hold harmless ABX for any Liabilities to the extent arising from the negligence or willful misconduct of ABX or its directors, officers, employees, or agents.
GNE. GNE shall keep (and require its Sublicensees to keep) complete, true and accurate books of account and records for the purpose of determining the royalty amounts payable to ABX under this Agreement. Such books and records shall be kept at the principal place [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. of business of GNE or its Sublicensees, as the case may be, for at least three (3) years following the end of the calendar quarter to which they pertain. Such records of GNE or its Sublicensees will be open for inspection during such three-year period by an independent certified public accountant representing ABX (which representative may also represent XT) and reasonably acceptable to GNE for the purpose of verifying the royalty statements. GNE shall require each of its Sublicensees to maintain similar books and records and to open such records for inspection during the same three (3)-year period by such representative of ABX for the purpose of verifying the royalty statements. All such inspections may be made no more than once each calendar year at reasonable times mutually agreed by GNE and ABX. The representative of ABX will be obliged to execute a reasonable confidentiality agreement prior to commencing any such inspection. The results of any inspection hereunder shall be provided to both parties, and GNE shall pay any underpayment to ABX within thirty (30) days. Any overpayment may be credited against future royalty amounts due to ABX hereunder; provided, however, that if there is no further obligation to pay royalties hereunder anywhere in the Territory, ABX shall refund any such overpayment within thirty (30) days. Inspections conducted under this Section 4.2.1 shall be at the expense of ABX, unless a variation or error producing an increase exceeding [*] of the amount stated for any period (after taking into account any applicable annual reconciliation) is established in the course of any such inspection, whereupon all costs of such audit of such period will be paid by GNE. Upon the expiration of three (3) years following the end of any calendar year, the calculation of royalties payable with respect to such year shall be binding and conclusive, and GNE shall be released from any liability or accountability with respect to royalties for such year; provided, however, that if ABX has demanded payment of additional royaltie...
GNE. GNE represents, warrants and covenants to ABX that:
(a) it has the full right and authority to enter into this Agreement and grant the rights and licenses granted herein;
(b) to its knowledge, there are no existing or threatened actions, suits or claims pending with respect to the subject matter hereof (including, without limitation, rights in and to the Product Antigen and/or antibodies to the Product Antigen) or the right of GNE to enter into and perform its obligations under this Agreement;
(c) it has not previously granted, and during the term of this Agreement will not grant, any rights inconsistent or in conflict with the rights and licenses granted under this Agreement; and
(d) it will not, to its knowledge, take any action or fail to take any action that will cause a breach of the GenPharm Cross License, the Xenotech Agreement, the Product License, or any ABX In-License. [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
(e) as of the Option Effective Date, GNE has no knowledge (without the obligation to perform due diligence) of any rights of third parties that would interfere with the use of the ABX Know-How or practice of the ABX Patent Rights as contemplated under this Agreement (including, without limitation, work under the Research Plan or otherwise in the Research Field pursuant to this Agreement or the [*] Product License).
GNE. If GNE or its Sublicensee [*] under a Core Third Party Patent, GNE may [*]; provided, however, that (a) the [*]. It is understood that the [*]; provided, however, that in the event that the [*]. ABX shall invoice GNE for any such amounts [*] on such Net Sales within [*] after receiving the report from GNE under Section 4.1 setting forth the quarterly Net Sales of Products in each country and/or any annual reconciliation regarding such royalties, and GNE shall pay such amounts to ABX within [*] after delivery of such invoice. It is understood that such invoice will not specify the [*] for which the invoice is sent, or the [*].
GNE. GNE represents, warrants and covenants to ABX that:
(a) it has the full right and authority to enter into this Agreement and grant the rights and licenses granted herein;
(b) to its knowledge as of the Option Effective Date, there were no existing or threatened actions, suits or claims pending against GNE or its Affiliates with respect to the subject matter hereof (including, without limitation, rights in and to the Product Antigen and/or antibodies to the Product Antigen) or the right of GNE to enter into and perform its obligations under this Agreement, and GNE has informed ABX of all such existing or threatened actions, suits or claims of which GNE is aware as of the Effective Date;
(c) it has not previously granted, and during the term of this Agreement will not grant, any rights inconsistent or in conflict with the rights and licenses granted under this Agreement; and
(d) it will not, to its knowledge, take any action or fail to take any action that will cause a breach of the GenPharm Cross License, the Xenotech Agreement, the Product License, or any ABX In-License.
(e) as of the Effective Date and except as set forth on Schedule B hereto, GNE has no knowledge (without the obligation to perform due diligence) of any rights of third parties that would interfere with the use of the ABX Know-How or practice of the ABX Patent Rights as contemplated [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. under this Agreement (including, without limitation, work under the Research Plan or otherwise in the Research Field pursuant to this Agreement or the [*] Product License).
GNE. If, after the Effective Date, GNE, Roche or their Sublicensees obtains a right or license under any intellectual property of a Third Party, where the making, using, selling, offering for sale, or importing of a Licensed Product by GNE, Roche or the relevant Sublicensee would in the absence of such right or license infringe the intellectual property of a Third Party, then GNE or Roche may offset the payments due and payable to Immunocore with respect to such Licensed Product by the amount of payments paid by GNE, Roche or its Sublicensee to such Third Party for such right or license; provided that in no event shall such reductions reduce the payments owed to Immunocore for such Licensed Product by [***] of what would otherwise be owed by GNE, Roche or their Sublicensee to Immunocore.
GNE. Subject to 15.6, if, after the Effective Date, GNE or its Sublicensees obtains a right or license under any intellectual property of a Third Party, where the making, using, selling, offering for sale, or importing of a Licensed Product by GNE or its Sublicensee would in the absence of such right or license infringe the intellectual property of a Third Party, then GNE may offset the payments due and payable to Immunocore with respect to such Licensed Product by the amount of payments paid by GNE or its Sublicensee to such Third Party for such right or license; provided, that in no event shall such reductions reduce the payments owed to Immunocore for such Licensed Product by [***] of what would otherwise be owed by GNE or its Sublicensee to Immunocore.
GNE. As the Sellers, Sanya GCL New Energy, Guizhou Zhongxinneng New Energy and Guangxi GCL New Energy, being the indirect subsidiaries of GNE, entered into the Previous De Minimis Agreement, the First Phase Share Purchase Agreements, the Second Phase Share Purchase Agreements and the Third Phase Share Purchase Agreements with Weining Group within a 12- month period, the Previous De Minimis Disposal, the First Phase Disposals, the Second Phase Disposals and the Third Phase Disposals shall be aggregated as a series of transactions for GNE pursuant to Rule 14.22 of the Listing Rules. Since the highest applicable percentage ratio in respect of the Disposals exceeds 25% but less than 75%, the entering into of the Third Phase Disposals constitutes a major transaction for GNE and it shall comply with the reporting, announcement, circular and shareholders’ approval requirements under Chapter 14 of the Listing Rules.
GNE. 8.2.1 GNE retains the right (for itself, for its Affiliates or with a Third Party) to Develop and Commercialize any Other TCR Cell Therapy (such activities, a “GNE Other TCR Cell Therapy Program”); provided, that:
(a) GNE establishes or has in place internal processes, policies, procedures and systems to [***];
(b) GNE shall not and it shall cause its Affiliates not to, disclose to any Third Party (other than a Third Party working on behalf or for the benefit of GNE under this Agreement), or use itself or with such Third Party, [***] or other Confidential Information provided by Adaptive to GNE under this Agreement in the conduct of any such GNE Other TCR Cell Therapy Program; and
(c) to the extent that a product or Cell Therapy Commercialized by GNE or any of its Affiliates or Third Party sublicensee incorporates a TCR (including any modifications thereto) which is: [***].
GNE. GNE agrees to save, defend and hold ABX and its directors, officers, employees, agents and Affiliates harmless from and against any suits, claims, actions, demands, damages, liabilities, expenses or losses (including court costs and reasonable attorneys' and experts' fees) (collectively, the "Liabilities") resulting directly from any third party claims arising from any negligence or willful misconduct of GNE (or its directors, officers, employees or agents) or the breach of any representations, warranties or covenants of GNE under this Agreement; provided, however, that nothing in this Section 8.1 shall obligate GNE to save, defend or hold harmless ABX for any Liabilities to the extent arising from the gross negligence or willful misconduct of ABX or its directors, officers, employees, or agents.
