TERMS OF THIS AGREEMENT AND/OR EACH APPLICABLE SUPPLY AGREEMENT;
(B) TO DEVELOP, MAKE, HAVE MADE, USE, SELL, HAVE SOLD, OFFER FOR SALE, IMPORT,
HAVE IMPORTED, EXPORT AND HAVE EXPORTED ANY PRODUCT THAT IS NOT A LICENSED
PRODUCT; AND (C) TO OTHERWISE EXPLOIT SUCH IMPROVEMENTS FOR ALL USES WITHIN THE
FIELD THAT ARE NOT OTHERWISE RESTRICTED BY AN AGREEMENT BY AND BETWEEN
SANOFI-AVENTIS AND IMMUNOGEN, PROVIDED, THAT, (I) ANY GRANT BY IMMUNOGEN OF A
SUBLICENSE IS ONLY MADE IN CONNECTION WITH THE GRANT OF A LICENSE TO TECHNOLOGY
CONTROLLED BY IMMUNOGEN AND USED IN THE CONJUGATION OF MAY COMPOUNDS TO BINDING
PROTEINS; AND (II) THE RIGHT OF IMMUNOGEN TO GRANT ANY SUCH SUBLICENSE IS
SUBJECT TO SANOFI-AVENTIS OBTAINING A GRANT BACK OF A NON-EXCLUSIVE, FULLY PAID,
IRREVOCABLE, ROYALTY-FREE LICENSE, INCLUDING THE RIGHT TO GRANT SUBLICENSES,
UNDER THAT SUBLICENSEE'S IMPROVEMENTS, ENHANCEMENTS OR MODIFICATIONS TO
TECHNOLOGY CONTROLLED BY IMMUNOGEN, TO DEVELOP AND COMMERCIALIZE LICENSED
PRODUCTS IN THE FIELD AND IN THE TERRITORY IN ACCORDANCE WITH SECTION 2.1.1 OF
THIS AGREEMENT.
2.4
NOTICE OF IMPROVEMENTS.
SANOFI-AVENTIS SHALL PROMPTLY NOTIFY
IMMUNOGEN OF THE CONCEPTION OR REDUCTION TO PRACTICE OF ANY SUCH SANOFI-AVENTIS
IMPROVEMENT. IMMUNOGEN SHALL PROMPTLY NOTIFY SANOFI-AVENTIS OF (A) THE
CONCEPTION OR REDUCTION TO PRACTICE BY IMMUNOGEN OF ANY IMPROVEMENT OR (B) ITS
RECEIPT OF WRITTEN NOTICE FROM ANY OF ITS THIRD PARTY COLLABORATORS OF ITS
CONCEPTION OR REDUCTION TO PRACTICE OF ANY IMPROVEMENT.
2.5
NO OTHER RIGHTS.
SANOFI-AVENTIS SHALL HAVE NO RIGHTS TO USE OR
OTHERWISE EXPLOIT ANY TECHNOLOGY CONTROLLED BY IMMUNOGEN EXCEPT AS EXPRESSLY SET
FORTH HEREIN.
2.6
USE OF LICENSED TECHNOLOGY.
IN CONNECTION WITH ANY LICENSED
TECHNOLOGY TRANSFERRED TO SANOFI-AVENTIS PURSUANT TO THIS AGREEMENT,
SANOFI-AVENTIS HEREBY AGREES THAT (A) IT SHALL NOT USE SUCH LICENSED TECHNOLOGY
FOR ANY PURPOSE OTHER THAN EXERCISING ITS RIGHTS OR PERFORMING ITS OBLIGATIONS
HEREUNDER; (B) IT SHALL USE SUCH LICENSED TECHNOLOGY ONLY IN COMPLIANCE WITH ALL
APPLICABLE LAWS; (C) IT SHALL NOT TRANSFER ANY SUCH LICENSED TECHNOLOGY TO ANY
THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF IMMUNOGEN, EXCEPT AS EXPRESSLY
PERMITTED HEREBY; AND (D) EXCEPT FOR THE RIGHTS EXPRESSLY SET FORTH HEREIN,
SANOFI-AVENTIS SHALL NOT ACQUIRE ANY OTHER RIGHTS, TITLE OR INTEREST IN OR TO
SUCH LICENSED TECHNOLOGY AS A RESULT OF SUCH TRANSFER BY IMMUNOGEN.
A-11
2.7
COMPLIANCE.
SANOFI-AVENTIS SHALL PERFORM ITS OBLIGATIONS TO
DEVELOP LICENSED PRODUCTS IN GOOD SCIENTIFIC MANNER AND IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE LAWS, PROVIDED, THAT, WITH RESPECT TO EACH
ACTIVITY SO PERFORMED THAT WILL OR WOULD REASONABLY BE EXPECTED TO BE SUBMITTED
TO A REGULATORY AUTHORITY IN SUPPORT OF A REGULATORY FILING OR DRUG APPROVAL
APPLICATION, SANOFI-AVENTIS SHALL COMPLY IN ALL MATERIAL RESPECTS WITH THE
REGULATIONS AND GUIDANCE OF THE FDA THAT CONSTITUTE GLP OR GMP (OR, IF AND AS
APPROPRIATE UNDER THE CIRCUMSTANCES, OR OTHER COMPARABLE REGULATION AND GUIDANCE
OF ANY APPLICABLE REGULATORY AUTHORITY IN ANY COUNTRY OR REGION IN THE
TERRITORY).
2.8
MANUFACTURE OF MATERIALS FOR DEVELOPMENT.
AS BETWEEN THE PARTIES,
SANOFI-AVENTIS SHALL HAVE THE SOLE RIGHT, AT ITS SOLE COST AND