Warranties and Indemnity. 11.1. Save as provided in Section 11.9 below, Adaptimmune warrants to GSK that as of the Effective Date: 11.1.1. it has the right to grant the licences in accordance with Section 6.6; 11.1.2. it has in place contracts with its employees and other personnel it appoints to perform the Collaboration Program sufficient to ensure all Collaboration Program IP is owned in accordance with Article 7 above; 11.1.3. all of Adaptimmune’s agreements with the subcontractors existing as at the Effective Date provide (i) that Adaptimmune shall, in all cases, retain or obtain ownership of any and all Intellectual Property arising as a result of performance of any sub-contracted activity under the Development Plan, (ii) that such subcontractor has no rights to use any Intellectual Property Rights owned or Controlled by Adaptimmune save as strictly necessary for performance of the sub-contracted activities and (iii) that such subcontractor shall not be entitled to further sub-contract its obligations as they relate to the conduct of any Collaboration Program under this Agreement. 11.1.4. It has not received any written notice from any Third Party asserting or alleging that the research, development or manufacturing of any Therapy infringes or misappropriates the Intellectual Property Rights of such Third Party; 11.1.5. Schedule 3 sets forth a complete and accurate list of the patents comprising the Adaptimmune Background relevant to the Targets within the Dataroom as of the Effective Date; 11.1.6. Adaptimmune has provided GSK with a complete and accurate copy of the Assignment Agreement, as such agreement is in effect as of the Effective Date, and Adaptimmune is not aware of any current material breach of the Assignment Agreement that would give Immunocore the right to terminate the same; 11.1.7. Adaptimmune represents and warrants to GSK that it has not intentionally omitted to furnish GSK with any material information known to Adaptimmune in response to GSK’s requests for information, at the time of such response, during the due diligence and negotiation process with respect to this Agreement; 11.1.8. Save as disclosed in the Due Diligence Dataroom as at the Effective Date, it is not aware of any Third Party Intellectual Property Right which it would be knowingly infringing or intentionally misappropriating in performing any part of the Initial Target Program; and 11.1.9. the information in the Due Diligence Dataroom is accurate in all material respects. 11.2. GSK warrants to Adaptimmune that (a) it has in place contracts with its employees and other personnel it appoints to perform the Collaboration Program sufficient to ensure all Collaboration Program IP is owned in accordance with Article 7 above; (b) that it will not knowingly infringe or intentionally misappropriate the Intellectual Property Rights of any Third Party in performing any part of the Collaboration Program or in exercising its licensed rights; and (c) as of the Effective Date it is not aware of any inability to grant the licence set out in Section 6.12. 11.3. Each Party warrants to the other that: 11.3.1. As of the Effective Date, it is a company or corporation duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction in which it is incorporated. 11.3.2. As of the Effective Date, (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and (iii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms. 11.3.3. Nothing contained in this Agreement shall be construed as a warranty, either express or implied, on the part of either Party that (i) any Collaboration Program or Research Pool Program will yield a Licensed Product or otherwise be successful or meet its goals, or (ii) the outcomes of the Collaboration Programs or Research Pool Program will be commercially exploitable in any respect. 11.4. In the course of the research or development of Licensed Products, each Party (and their Affiliates) shall not use any employee or consultant who has been debarred by any Regulatory Authority, or, to such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. Each Party shall notify the other Party promptly upon becoming aware that any of its employees or consultants (or employees or consultants of a Party’s Affiliates as relevant) has been debarred or is the subject of debarment proceedings by any Regulatory Authority. 11.5. Each Party shall comply in all material respects with all Applicable Laws in the performance of its obligations and exercise of its rights under this Agreement to the extent in each case that such Applicable Laws cover the performance of the relevant obligations or exercise of rights, including the statutes, regulations and written directives of the FDA, the EMA and any other applicable Regulatory Authority, and the provisions of Section 14, each as may be amended from time to time.
Appears in 3 contracts
Samples: Collaboration and License Agreement (Adaptimmune Therapeutics PLC), Collaboration and License Agreement (Adaptimmune Therapeutics PLC), Collaboration and License Agreement (Adaptimmune LTD)
Warranties and Indemnity. 11.1. Save as provided in Section 11.9 below, Adaptimmune warrants to GSK that as of the Effective Date:
11.1.1. it has the right to grant the licences in accordance with Section 6.6;
11.1.2. it has in place contracts with its employees and other personnel it appoints to perform the Collaboration Program sufficient to ensure all Collaboration Program IP is owned in accordance with Article 7 above;
11.1.3. all of Adaptimmune’s agreements with the subcontractors existing as at the Effective Date provide (i) that Adaptimmune shall, in all cases, retain or obtain ownership of any and all Intellectual Property arising as a result of performance of any sub-contracted activity under the Development Plan, (ii) that such subcontractor has no rights to use any Intellectual Property Rights owned or Controlled by Adaptimmune save as strictly necessary for performance of the sub-contracted activities and (iii) that such subcontractor shall not be entitled to further sub-contract its obligations as they relate to the conduct of any Collaboration Program under this Agreement.
11.1.4. It has not received any written notice from any Third Party asserting or alleging that the research, development or manufacturing of any Therapy infringes or misappropriates the Intellectual Property Rights of such Third Party;
11.1.5. Schedule 3 sets forth a complete and accurate list of the patents comprising the Adaptimmune Background relevant to the Targets within the Dataroom as of the Effective Date;
11.1.6. Adaptimmune has provided GSK with a complete and accurate copy of the Assignment Agreement, as such agreement is in effect as of the Effective Date, and Adaptimmune is not aware of any current material breach of the Assignment Agreement that would give Immunocore the right to terminate the same;
11.1.7. Adaptimmune 9.1 Each party represents and warrants to GSK that it has not intentionally omitted to furnish GSK with any material information known to Adaptimmune in response to GSK’s requests for information, at the time of such response, during the due diligence and negotiation process with respect to this Agreement;
11.1.8. Save as disclosed in the Due Diligence Dataroom as at the Effective Date, it is not aware of any Third Party Intellectual Property Right which it would be knowingly infringing or intentionally misappropriating in performing any part of the Initial Target Program; and
11.1.9. the information in the Due Diligence Dataroom is accurate in all material respects.
11.2. GSK warrants to Adaptimmune that (a) it has in place contracts with its employees and other personnel it appoints to perform the Collaboration Program sufficient to ensure all Collaboration Program IP is owned in accordance with Article 7 above; (b) that it will not knowingly infringe or intentionally misappropriate the Intellectual Property Rights of any Third Party in performing any part of the Collaboration Program or in exercising its licensed rights; and (c) as of the Effective Date it is not aware of any inability to grant the licence set out in Section 6.12.
11.3. Each Party warrants to the other that:
11.3.1. As of the Effective Date, it is a company or corporation duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction in which it is incorporated.
11.3.2. As of the Effective Date, (i) 9.1.1 it has the corporate power and authority and the legal right to enter into this Agreement and to grant the rights and licences granted therein and otherwise perform its obligations hereunder; (ii) under this Agreement;
9.1.2 it has taken all necessary corporate action on its part required is not a party to authorize any agreement or understanding, and knows of no law or regulation, that would prohibit it from entering into and performing this Agreement or that would conflict with the execution and delivery terms of this Agreement and the performance of its obligations hereunder; and (iii) this Agreement has been duly Agreement;
9.1.3 when executed and delivered on behalf of such Partyby it, and this Agreement constitutes a legal, valid, valid and binding obligation of such Party that is it, enforceable against it in accordance with the provisions of this Agreement;
9.1.4 it shall perform its termsobligations under this Agreement in compliance with all applicable laws, rules and regulations.
11.3.3. Nothing contained in 9.2 Iontas represents and warrants to Agenus that:
9.2.1 it will perform its obligations under this Agreement shall be construed with reasonable care and skill using suitably qualified personnel who are parties to written agreements with Iontas incorporating binding confidentiality and assignment of Intellectual Property Rights provisions sufficient to permit Iontas to comply with its obligations hereunder;
9.2.2 to the best of Iontas’ knowledge and belief as a warrantyat the Effective Date, either express or implieduse of the Iontas Platform Technology and the Agenus Library in the Field will not infringe the Intellectual Property Rights of any third party in the European Union (excluding third party Intellectual Property Rights covering antigens and other biological targets and their applications); and
9.2.3 Iontas has adequate Intellectual Property Rights, on the part of either Party that including in (i) any Collaboration Program or Research Pool Program will yield a Licensed Product or otherwise be successful or meet its goals, or the Iontas Platform Technology and (ii) the outcomes physical materials comprised in the Agenus Library as delivered to Agenus, to convey the deliverables and grant the rights, [********] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. licenses and assignments promised in this Agreement, and Iontas has not transferred or conveyed and will not transfer or convey to any third party any right, title or interest in the Iontas Platform Technology where such transfer or conveyance would be inconsistent with the rights granted to Agenus under this Agreement.
9.3 Iontas agrees to indemnify Agenus against all costs, claims, damages, losses, liabilities and expenses of whatever kind incurred or suffered by Agenus including attorney’s fees on an indemnity basis as a result of claims by any third party against Agenus arising from Iontas’ breach of the Collaboration Programs warranties set forth in clauses 9.2.2 and 9.2.3 above, including those associated with any allegations that the Agenus Library or Research Pool Program will be commercially exploitable use thereof infringes any third party Intellectual Property Rights. Indemnification of Agenus by Iontas pursuant to this clause 9.2.3 is subject to Agenus: (a) notifying Iontas in writing without delay of the existence of the relevant claim; (b) refraining from making any respect.
11.4admissions in connection with such claim; and (c) allowing Iontas to direct any defence and settlement of the relevant claim. In the course of the research or development of Licensed Productsaddition to any other remedies that may be available, each Party (and their Affiliates) shall not use any employee or consultant who has been debarred by any Regulatory Authority, or, to such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. Each Party shall notify the other Party promptly upon becoming aware that any of its employees or consultants (or employees or consultants of a Party’s Affiliates as relevant) has been debarred or is the subject of debarment proceedings by any Regulatory Authority.
11.5. Each Party shall comply in all material respects with all Applicable Laws in the performance of its obligations event that the Agenus Library or use thereof actually or allegedly infringes any third party Intellectual Property Rights in the European Union, Iontas shall, within thirty (30) days after Agenus’ request and exercise of its rights under this Agreement to the extent reasonably practicable, either (a) modify the Agenus Library such that it is no longer infringing without any adverse impact to functionality, or (b) obtain and pay for all necessary licenses from third parties to permit Agenus to continue full use of the Agenus Library.
9.4 Except as expressly provided in each case this Agreement, all other warranties, representations, conditions and all other terms implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
9.5 Any materials supplied by Agenus to Iontas shall be subject to the terms of a material transfer agreement in form reasonably acceptable to the parties. Agenus acknowledges that such Applicable Laws cover Iontas has no control over any use that is made by [********] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. the Agenus of anything delivered to it by Iontas pursuant to this Agreement. Consequently, Agenus agrees to indemnify Iontas against all costs, claims, damages, losses, liabilities and expenses of whatever kind incurred or suffered by Iontas including attorney’s fees on an indemnity basis (“Losses”) as a result of (i) Agenus’ use of the Agenus Library delivered to it by Iontas pursuant to, and in compliance with, this Agreement (ii) performance of the relevant obligations Iontas Project or exercise (iii) performance of rightsany activities under the Technology Transfer Plan provided that such indemnity shall not extend to any Losses arising from Iontas’s wilful misconduct, recklessness or material breach of the Agreement, including the statutes, regulations and written directives breach of any of the FDA, representations and warranties in Section 9.2.
9.6 Iontas shall be entitled to require any member of Agenus personnel who visits Iontas’ premises to execute a visitor’s agreement with Iontas substantially in the EMA and any other applicable Regulatory Authority, and the provisions form attached to this Agreement as Schedule 2 as a condition of Section 14, each as may be amended from time being granted permission by Iontas to timeenter such premises.
Appears in 2 contracts
Samples: Technology Transfer and License Agreement (Agenus Inc), Technology Transfer and License Agreement (Agenus Inc)
Warranties and Indemnity. 11.1. Save as provided in Section 11.9 below, Adaptimmune 11.1 Immunocore warrants to GSK that as of the Effective DateDate :
11.1.1. 11.1.1 it has the right to grant the licences in accordance with Section 6.66.7;
11.1.2. 11.1.2 it has in place contracts with its employees and other personnel it appoints to perform the Collaboration Program sufficient to ensure all Collaboration Program IP Foreground is owned in accordance with Article 7 above;
11.1.3. 11.1.3 all of AdaptimmuneImmunocore’s agreements with the subcontractors existing as at set forth on Schedule 10 to the Effective Date extent agreements already exist under which subcontractors will be conducting work under the Research Plans provide (i) that Adaptimmune Immunocore shall, in all cases, retain or obtain ownership of any and all Intellectual Property arising as a result of performance of any sub-contracted activity under the Development Research Plan, (ii) that such subcontractor sub-contractor has no rights to use any Intellectual Property Rights owned or Controlled by Adaptimmune Immunocore save as strictly necessary for performance of the sub-contracted activities and (iii) that such subcontractor sub-contractor shall not be entitled to further sub-contract its obligations as they relate to the conduct of any Collaboration Program under this Agreement.
11.1.4. 11.1.4 It has not received any written notice from any Third Party asserting or alleging that the research, development or manufacturing of any Therapy Compounds infringes or misappropriates the Intellectual Property Rights intellectual property rights of such Third Party;
11.1.5. 11.1.5 Schedule 3 sets forth a complete and accurate list of the patents comprising the Adaptimmune Immunocore Background relevant to the Targets within the Dataroom as of the Effective Date;
11.1.6. Adaptimmune 11.1.6 Immunocore has provided GSK with a complete and accurate copy of the Assignment Agreement, Deed and Clarification Agreement, as each such agreement is in effect as of the Effective Date, and Adaptimmune Immunocore is not aware of any current material breach of the Assignment Agreement, Deed and Clarification Agreement that would give Immunocore Adaptimmune the right to terminate the same;
11.1.7; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Adaptimmune 11.1.7 Immunocore represents and warrants to GSK that it has not intentionally omitted to furnish GSK with any material information known to Adaptimmune Immunocore in response to GSK’s requests for information, at the time of such response, during the due diligence and negotiation process with respect to this Agreement;
11.1.8. Save as disclosed in the Due Diligence Dataroom as at the Effective Date, it is not aware of any Third Party Intellectual Property Right which it would be knowingly infringing or intentionally misappropriating in performing any part of the Initial Target Program; and
11.1.9. the information in the Due Diligence Dataroom is accurate in all material respects.
11.2. GSK warrants to Adaptimmune that (a) it has in place contracts with its employees and other personnel it appoints to perform the Collaboration Program sufficient to ensure all Collaboration Program IP is owned in accordance with Article 7 above; (b) that it will not knowingly infringe or intentionally misappropriate the Intellectual Property Rights of any Third Party in performing any part of the Collaboration Program or in exercising its licensed rights; and (c) as of the Effective Date it is not aware of any inability to grant the licence set out in Section 6.12.
11.3. Each Party warrants to the other that:
11.3.1. As of the Effective Date, it is a company or corporation duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction in which it is incorporated.
11.3.2. As of the Effective Date, (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and (iii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms.
11.3.3. Nothing contained in this Agreement shall be construed as a warranty, either express or implied, on the part of either Party that (i) any Collaboration Program or Research Pool Program will yield a Licensed Product or otherwise be successful or meet its goals, or (ii) the outcomes of the Collaboration Programs or Research Pool Program will be commercially exploitable in any respect.
11.4. In the course of the research or development of Licensed Products, each Party (and their Affiliates) shall not use any employee or consultant who has been debarred by any Regulatory Authority, or, to such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. Each Party shall notify the other Party promptly upon becoming aware that any of its employees or consultants (or employees or consultants of a Party’s Affiliates as relevant) has been debarred or is the subject of debarment proceedings by any Regulatory Authority.
11.5. Each Party shall comply in all material respects with all Applicable Laws in the performance of its obligations and exercise of its rights under this Agreement to the extent in each case that such Applicable Laws cover the performance of the relevant obligations or exercise of rights, including the statutes, regulations and written directives of the FDA, the EMA and any other applicable Regulatory Authority, and the provisions of Section 14, each as may be amended from time to time.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Immunocore LTD), Collaboration and License Agreement (Immunocore LTD)
