Terms and Conditions

Last updated: July 15, 2022

Please read these Terms and Conditions carefully before using Our Service.

1. Definitions

The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

For the purposes of these Terms and Conditions:

Affiliate means with respect to a specified person or entity, any other person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified person or entity, and the term “control” (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of (i) the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise or (ii) 50% or more of the issued share capital of an entity.

Antengene (referred to as either "Antengene", "We", "Us" or "Our" in this Agreement) refers to Antengene Corporation Limited and its Affiliates.

Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.

Service refers to the Website and its mobile applications.

Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and Antengene regarding the use of the Service.

Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.

Website refers to Antengene Website, accessible from https://www.antengene.com/

You means the individual accessing or using the Service, or Antengene, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

2. Acknowledgment

2.1 These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and Antengene. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

2.2 Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service. If You disagree with any part of these Terms and Conditions then You may not access the Service.

2.3 By accessing or using the Service You represent and warrant that (1) You have the legal capacity and You agree to be bound by these Terms and Conditions; (2) You are not a minor in the jurisdiction in which You reside; (3) You will not access or use the Service through automated or non-human means, whether through a bot, script, or otherwise; (4) You will not access or use the Service for any illegal or unauthorized purposes; and (5) Your use of the Service will not violate any applicable law or regulation.

2.4 Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of Antengene. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Service and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

3. Forward Looking Statement

3.1 The Service may contain forward-looking statements regarding Antengene’s future operating or financial performance, business plans and prospects, and Our expectations regarding clinical trials, development timelines, and discussions with regulatory authorities related to drugs and drug candidates under development by Us and Our collaboration partners.

3.2 These forward-looking statements relate only to the events or information as of the date on which the statements are made. You should read these statements completely and with the understanding that Our actual future results or performance may be materially different from what We expect. In these statements of, or references to, Our intentions or those of any of Our directors or Our Company are made as of the date of those statements. Any of these intentions may alter in light of future development. For a further discussion of these and other factors that could cause future results to differ materially from any forward-looking statement, see the section titled “Risk Factors” in Our periodic reports filed with the Hong Kong Stock Exchange and the other risks and uncertainties described in Antengene’s Annual Report, and subsequent filings with the Hong Kong Stock Exchange.

3.3 Except as required by law, We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

4. Content and License

4.1 Antengene and its Affiliates, licensors, partners, providers, and their respective successors and assigns retain sole and exclusive ownership of all worldwide right, title and interest, including all copyrights, patent rights, trade secret rights, trademark rights, and other intellectual property and proprietary rights, in and to the Service, including all text, graphics and images, data, information, reports, software, tools, links and resources comprised in the Service or provided through the Service, as well as all technologies used by Antengene to provide and operate the Service.  Other than a limited license to use as provided below, You have and acquire no other right or license with respect to the Service or any portion or component thereof. Unless expressly authorized by applicable law or in writing by Antengene, You may not copy, reproduce, publicly perform or display, transmit, modify or otherwise create derivative works from, sell, distribute, or otherwise make unauthorized use of the Service or any portion or component thereof. Any unauthorized use of the Service or any portion or component thereof is strictly prohibited and may result in civil and/or criminal penalties. There are no implied rights or licenses granted to You under these Terms.

4.2 Subject to Your compliance with these Terms and Conditions and all applicable laws and regulations, Antengene grants You a revocable, non-exclusive, non-transferable, non-sublicensable, limited personal license to access the Service for Your lawful personal and noncommercial uses. As a condition of Your use of the Service, You agree not to: (a) take any action that imposes an unreasonable load on the Service’ infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activity being conducted on the Service, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Service, (d) delete or alter any material posted on the Service by Antengene or any other person or entity, or (e) frame or link to any of the materials or information available on the Service.

4.3 You acknowledge and agree that any data, questions, comments, suggestions, ideas, feedback, or other information provided by You to Antengene (“Submissions”) will be treated as non-confidential and shall become Our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to You. You hereby waive all moral rights to any such Submissions, and You hereby warrant that any such Submissions are original with You or that You have the right to submit such Submissions. You agree there shall be no recourse against Us for any alleged or actual infringement or misappropriation of any proprietary right in Your Submissions. Your Submissions might be publicly accessible. Important and private information should be protected by You. Antengene is not liable for protection of privacy of email or other information transferred through the Internet or any other network that you may use.

5. Site Management

5.1 We reserve the right, but not the obligation, to: (1) monitor the Service for violations of these Terms and Conditions; (2) take appropriate legal action against anyone who, in Our sole discretion, violates the law or these Terms and Conditions, including without limitation, reporting such user to law enforcement authorities; (3) in Our sole discretion and without limitation, notice, or liability, to remove from the Service or otherwise disable all files and content that are excessive in size or are in any way burdensome to Our systems; and (4) otherwise manage the Service in a manner designed to protect Our rights and property and to facilitate the proper functioning of the Service.

5.2 We reserve the right to change, modify, or remove the contents of the Service at any time or for any reason at Our sole discretion without notice. However, we have no obligation to update any information on Our Service. We also reserve the right to modify or discontinue all or part of the Service without notice at any time. We will not be liable to You or any third party for any modification, suspension, or discontinuance of the Service.

5.3 We cannot guarantee the Service will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Service, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Service at any time or for any reason without notice to You. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by Your inability to access or use the Service during any downtime or discontinuance of the Service. Nothing in these Terms and Conditions will be construed to obligate Us to maintain and support the Service or to supply any corrections, updates, or releases in connection therewith.

6. Links to Other Websites

6.1 Our Service may contain links to third-party websites or services that are not owned or controlled by Antengene.

6.2 Antengene has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Antengene shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.

6.3 We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.

7. Termination

7.1 We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

7.2 Upon termination, Your right to use the Service will cease immediately.

8. Limitation of Liability

8.1 Notwithstanding any damages that You might incur, the entire liability of Antengene and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or USD100 if You haven't purchased anything through the Service.

8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANTENGENE OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICE, THIRD-PARTY SOFTWARE AND/OR THIRD-PARTY HARDWARE USED WITH THE SERVICE, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS TERMS), EVEN IF ANTENGENE OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8.3 YOU AGREE THAT ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE AGAINST ANTENGENE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES OR ANY INFORMATION PROVIDED THROUGH THE SERVICES, MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OR BE PERMANENTLY BARRED.

8.4 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these jurisdictions, each party's liability will be limited to the greatest extent permitted by law.

9. "AS IS" and "AS AVAILABLE" Disclaimer

9.1 THE SERVICE IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ANTENGENE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, ANTENGENE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

9.2 WITHOUT LIMITING THE FOREGOING, NEITHER ANTENGENE NOR ANY OF ANTENGENE'S PROVIDER MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OR AVAILABILITY OF THE SERVICE, OR THE INFORMATION, CONTENT, AND MATERIALS OR PRODUCTS INCLUDED THEREON; (II) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE SERVICE; OR (IV) THAT THE SERVICE, ITS SERVERS, THE CONTENT, OR E-MAILS SENT FROM OR ON BEHALF OF ANTENGENE ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS, MALWARE, TIMEBOMBS OR OTHER HARMFUL COMPONENTS.

9.3 Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

10. Indemnification

You agree to defend, indemnify, and hold Antengene and its Affiliates, licensors, partners, providers, and their respective successors harmless from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from Your breach of these Terms or Your access to, use or misuse of the Service. Antengene shall provide notice to You of any such claim, suit, or proceeding. Antengene reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, You agree to cooperate with any reasonable requests assisting Antengene’s defense of such matter.

11. Governing Law

The laws of the State of New York, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

12. Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting Antengene.

13. Compliance

You are solely responsible for ensuring compliance with the laws of Your specific jurisdiction. You expressly agree to comply with any applicable export restrictions under any applicable export control laws and not to export or re-export any part of the Service to countries or persons prohibited under such export control laws. By downloading any content of the Service, You are expressly agreeing that You are not in a country where such export is prohibited or are a person or entity for which such export is prohibited.

14. Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on Our Service. You agree that the original English text shall prevail in the case of a dispute.

15. Changes to These Terms and Conditions

15.1 We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

15.2 By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Service.

16. Miscellaneous

16.1 If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under the applicable law and the remaining provisions will continue in full force and effect.

16.2 Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

16.3 Visiting the Service, sending Us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and You agree that all agreements, notices, disclosures, and other communications we provide to You electronically, via email and on the Service, satisfy any legal requirement that such communication be in writing.

16.4 These Terms and Conditions and any policies or operating rules posted by Us on the Service or in respect to the Service constitute the entire agreement and understanding between You and Us.

16.5 We may assign any or all of Our rights and obligations to others at any time without notice to You. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond Our reasonable control.

16.6 There is no joint venture, partnership, employment or agency relationship created between You and Us as a result of these Terms and Conditions or use of the Service.

16.7 You agree that these Terms and Conditions will not be construed against Us by virtue of having drafted them.

17. Contact Us

If You have any questions about these Terms and Conditions, You can contact Us:

· By email: [email protected]