Common use of GNE Clause in Contracts

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).