ABX. GNE agrees to [*] under any Core Third Party Patent; provided, however, that neither ABX nor GNE (nor its Sublicensees) shall be obligated [*], and provided, further, that if ABX elects not [*] it shall promptly notify GNE of such election, and GNE shall thereafter be [*] on its own behalf. In the absence of such an election, on and after the date falling [*] after either party first notifies the other of the Core Third Party Patent, GNE [*] directly [*]. If ABX [*] such patent, ABX will be responsible to [*] owed thereunder for the Net Sales of Products in the Territory by GNE and its Sublicensees; provided, however, in the event that the [*], as set forth in this Section 3.6.1, [*]; and provided, further, that if both ABX and GNE [*], GNE shall not thereafter [*] Core Third Party Patent by ABX under this Agreement, and GNE shall [*], to be offset as provided in Section 3.6.2 below. 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 [*] for which the invoice is sent, or the [*]. The parties hereto agree to discuss and negotiate in good [*] 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. faith regarding the manner in which the [*].
ABX. ABX agrees to save, defend and hold GNE and its directors, officers, employees, agents and Affiliates harmless from and against any Liabilities resulting directly from (a) third party claims arising from any negligence or willful misconduct of ABX (or its directors, officers, employees, or agents) or the breach of any representations or warranties of ABX under this Agreement, (b) any third party claims arising from any negligence or willful misconduct of ABX or its directors, officers, employees, agents in the course of conducting ABX work under the Research Plan or (c) any third party claims arising from infringement of a Core Third Party Patent in the course of using the Licensed Technology in accordance with this Agreement, the GNE Option Agreement, or the MTA, (including, without limitation, the production of Antibodies to the Product Antigen); provided, however, that indemnification under Section 8.2(c) shall only be required by ABX in the event that neither ABX nor GNE enters into a license with the party claiming infringement, under Section 3.6 of this Agreement; provided, further, that indemnification under Section 8.2(c) shall be limited to amounts paid by GNE to ABX under this Agreement; and provided, further, that nothing in this Section 8.2 shall obligate ABX to save, defend or hold harmless GNE for any such Liabilities to the extent arising from the negligence or willful misconduct of GNE or its directors, officers, employees, agents or Sublicensees.
ABX. ABX agrees to save, defend and hold GNE and its directors, officers, employees, agents and Affiliates harmless from and against any Liabilities resulting directly from (a) third party claims arising from any negligence or willful misconduct of ABX (or its directors, officers, employees, or agents) or the breach of any representations or warranties of ABX under this Agreement, or (b) any third party claims arising from any negligence or willful misconduct of ABX or its directors, officers, employees, or agents in the course of conducting ABX work under the Research Plan; provided, however, that nothing in this Section 6.2 shall obligate ABX to save, defend or hold harmless GNE for any such Liabilities to the extent arising from the negligence or willful misconduct of GNE or its directors, officers, employees, agents or Sublicensee.
ABX. ABX represents, warrants and covenants to GNE that:
ABX. ABX shall keep complete, true and accurate books of account and records for the purpose of determining the royalty amounts payable to ABX under Sections 3.3.3, 3.3.8, 3.6.1 or 3.6.2. Such books and records shall be kept at the principal place of business of ABX for at least three (3) years following the end of the calendar quarter to which they pertain. For any period for which GNE has paid royalties under Sections 3.3.3, 3.6.1 or 3.6.2 of this Agreement, such records will be open for inspection during such three-year period by an independent certified public accountant representing GNE and reasonably acceptable to ABX for the purpose of verifying the invoiced amounts paid by GNE. 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 GNE 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 as follows: it is understood and agreed that GNE shall not be informed of the financial terms of any [*], and shall only be informed whether or not the amounts invoiced by ABX and paid by GNE accurately [*] 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.
ABX. ABX represents and warrants that: (i) it has the full right and authority to enter into this Agreement; (ii) to the knowledge of ABX, there are no existing or threatened actions, suits or claims pending with respect to the subject matter hereof or the right of ABX to enter into and perform its obligations under this Agreement; (iii) it has not entered and during the term of this Agreement will not enter any other agreement inconsistent or in conflict with this Agreement; (iv) it will not take any action that will cause a breach of the GenPharm Cross License, the MRLOA or a Product License, which in any such case would adversely affect the rights of CGI hereunder or under a CGI Product Sublicense; (v) Exhibit D hereto lists the ABX-Controlled rights as of the Effective Date; and (vi) ABX will not, without CGI's prior consent, amend the MRLOA or a Product License for a CGI Antigen or the GenPharm Cross License in any manner that impairs CGI's rights under this Agreement.
ABX. ABX represents and warrants that:
ABX. ABX shall indemnify and hold harmless CuraGen, and its ---- directors, officers, employees and agents, from and against all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, "Liabilities"), resulting from any claims, demands, actions or other proceedings by any Third Party arising from (a) the material breach of any representation, warranty or covenant by ABX under this Agreement, (b) any use, handling or storage by ABX, its Sublicensees (other than CuraGen) and their respective Affiliates of the CuraGen Technology and Information or the Research Program Technology and Information, (c) the manufacture, use, sale, handling or storage by ABX, its Sublicensees (other than CuraGen) and their respective Affiliates of ABX Products (without regard to culpable conduct), or (d) any use by ABX, its Sublicensees (other than CuraGen) and their respective Affiliates of the Confidential Information of CuraGen; provided, however, that ABX shall not be obligated to indemnify or hold harmless CuraGen for such Liabilities to the extent that such Liabilities arise from the gross negligence or willful misconduct of CuraGen.
ABX. ABX represents and warrants that: (i) it has the power and authority to enter into this Agreement; (ii) to the knowledge of ABX, there are no existing or threatened actions, suits or claims pending with respect to the subject matter hereof or the right of ABX to enter into and perform its obligations under this Agreement; (iii) it has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (iv) this Agreement has been duly executed and delivered on behalf of it, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the terms hereof; and (v) the execution and delivery of this Agreement and the performance of its obligations hereunder do not conflict with or violate any requirement of applicable laws or regulations and do not conflict with, or constitute a default under, any contractual obligation of it.
ABX. ABX shall indemnify and hold harmless CuraGen, and its directors, officers, employees and agents, from and against all losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs (collectively, “Liabilities”), resulting from any Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential Investment under Rule 24b-2 under the Securities Exchange Act of 1934. 50 claims, demands, actions or other proceedings by any Third Party arising from (a) the material breach of any representation, warranty or covenant by ABX under this Agreement, (b) any use, handling or storage by ABX, its Sublicensees (other than CuraGen) and their respective Affiliates of the CuraGen Technology and Information or the Research Program Technology and Information, (c) the manufacture, use, sale, handling or storage by ABX, its Sublicensees (other than CuraGen) and their respective Affiliates of ABX Products (without regard to culpable conduct), or (d) any use by ABX, its Sublicensees (other than CuraGen) and their respective Affiliates of the Confidential Information of CuraGen; provided, however, that ABX shall not be obligated to indemnify or hold harmless CuraGen for such Liabilities to the extent that such Liabilities arise from the gross negligence or willful misconduct of CuraGen.
