technology related to
antibody humanization; and
WHEREAS, sanofi-aventis desires to obtain from ImmunoGen, and ImmunoGen desires
to grant to sanofi-aventis, a non-exclusive license to use such proprietary
technology in the development of its proprietary Antibodies and the
commercialization of Licensed Products resulting therefrom.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and
for other good and valuable consideration, the Parties hereto, intending to be
legally bound, hereby agree as follows:
1.
DEFINITIONS
Any reference to a defined term not specifically defined in this Agreement shall
have the meaning set forth in the Collaboration Agreement.
Whenever used in
this Agreement with an initial capital letter, the terms defined in this Section
1 shall have the meanings specified.
1.1
"AFFILIATE" MEANS, WITH RESPECT TO ANY PARTY, ANY PERSON THAT, DIRECTLY OR
THROUGH ONE OR MORE AFFILIATES, CONTROLS, OR IS CONTROLLED BY, OR IS UNDER
COMMON CONTROL WITH, SUCH PARTY. FOR PURPOSES OF THIS DEFINITION, "CONTROL"
MEANS (A) OWNERSHIP OF MORE THAN FIFTY PERCENT (50%) OF THE SHARES OF STOCK
ENTITLED TO VOTE FOR THE ELECTION OF DIRECTORS IN THE CASE OF A CORPORATION, OR
MORE THAN FIFTY PERCENT (50%) OF THE EQUITY INTERESTS IN THE CASE OF ANY OTHER
TYPE OF LEGAL ENTITY, (B) STATUS AS A GENERAL PARTNER IN ANY PARTNERSHIP, OR (C)
ANY OTHER ARRANGEMENT WHEREBY A PERSON CONTROLS OR HAS THE RIGHT TO CONTROL THE
BOARD OF DIRECTORS OF A CORPORATION OR EQUIVALENT GOVERNING BODY OF AN ENTITY
OTHER THAN A CORPORATION.
1.2
"ANNUAL NET SALES" MEANS THE AGGREGATE NET SALES DURING A PARTICULAR
CALENDAR YEAR.
1.3
"ANTIBODY" MEANS A POLYCLONAL OR MONOCLONAL ANTIBODY, WHETHER MULTIPLE OR
SINGLE CHAIN, RECOMBINANT OR NATURALLY OCCURRING, WHOLE OR FRAGMENT, AND ANY
VARIANTS, DERIVATIVES OR
CONSTRUCTS THEREOF, INCLUDING BUT NOT LIMITED TO, ANTIGEN BINDING PORTIONS
INCLUDING FAB, FAB', F(AB')2, FV, DAB AND CDR FRAGMENTS, SINGLE CHAIN ANTIBODIES
(SCFV), CHIMERIC ANTIBODIES, DIABODIES AND POLYPEPTIDES (INCLUDING ANY HUMANIZED
VERSIONS THEREOF) THAT CONTAIN AT LEAST A PORTION OF AN IMMUNOGLOBULIN THAT IS
SUFFICIENT TO CONFER SPECIFIC ANTIGEN BINDING TO THE POLYPEPTIDE.
1.4
"APPLICABLE LAWS" MEANS FEDERAL, STATE, LOCAL, NATIONAL AND SUPRA-NATIONAL
LAWS, STATUTES, RULES AND REGULATIONS, INCLUDING ANY RULES, REGULATIONS,
GUIDANCE, GUIDELINES OR REQUIREMENTS OF REGULATORY AUTHORITIES, NATIONAL
SECURITIES EXCHANGES OR SECURITIES LISTING ORGANIZATIONS, THAT MAY BE IN EFFECT
FROM TIME TO TIME DURING THE TERM AND APPLICABLE TO A PARTICULAR ACTIVITY
HEREUNDER.
1.5
"CALENDAR QUARTER" MEANS THE PERIOD BEGINNING ON THE EFFECTIVE DATE AND
ENDING ON THE LAST DAY OF THE CALENDAR QUARTER IN WHICH THE EFFECTIVE DATE
FALLS, AND THEREAFTER EACH SUCCESSIVE PERIOD OF THREE (3) CONSECUTIVE CALENDAR
MONTHS ENDING ON MARCH 31, JUNE 30, SEPTEMBER 30 OR DECEMBER 31.
1.6
"CALENDAR YEAR" MEANS EACH SUCCESSIVE PERIOD OF TWELVE (12) MONTHS
COMMENCING ON JANUARY 1 AND ENDING ON DECEMBER 31.
1.7
"COLLABORATION EXCLUSIONS" MEANS ANY RESEARCH ACTIVITIES DIRECTED TOWARDS
TARGETS OR ANTIBODIES BEING ACTIVELY PURSUED IN THE RESEARCH PROGRAM PURSUANT TO
THE COLLABORATION AGREEMENT.
1.8
"COMMERCIALIZATION" OR "COMMERCIALIZE" MEANS ANY AND ALL ACTIVITIES
DIRECTED TO THE COMMERCIALIZATION OF A LICENSED PRODUCT,