ImmunoGen not expressly granted to Aventis under the provisions of
this Agreement shall be retained by ImmunoGen.
Without limiting the foregoing,
subject to the other terms of this Agreement including without limitation
Section 7.5, ImmunoGen retains the right to use the ImmunoGen Intellectual
Property (i) to perform its work hereunder and to manufacture and supply
Preclinical Materials, Clinical Materials and Products for Aventis, (ii) to
co-promote Co-Promoted Products hereunder and (iii) to research, have
researched, develop, have developed, make, have made, use, have used, sell,
offer for sale, have sold, import and have imported, for any and all purposes,
both alone and together with any Third Party, any product that is not a Product.
7.4.3
No Other Rights.
Except as otherwise expressly set forth in
Section 7.1 and 7.2, nothing in this Agreement shall be construed as a grant to
a Party of any license or other rights with respect to any Technology
(including, without limitation, any Confidential Information) or Patent Rights
Controlled (in whole or in part) by the other Party.
7.5
Exclusivity.
7.5.1
Neither Party may either, [***]or [***]a[***], [***]any
[***]or[***], or [***]in such [***], or any Target against which a [***]is
[***](including without limitation the [***], [***]and[***]) for any purpose
other than for the performance of such Party's obligations and responsibilities
under the relevant Annual Research Plan or this Agreement, except that
(a) Aventis shall have the right to exploit, both within and outside the
Collaborative Focus Area, any such[***], subject to Sections 8.2.3 and 8.4.3 of
this Agreement, if applicable, for the [***]of[***], [***]and [***], and
(b) ImmunoGen shall have the right to [***]its [***]to [***]relating to
[***]with respect to the[***].
7.5.2
During the[***], ImmunoGen shall not [***]or [***]any [***]or other
[***]with a [***]such [***]to [***](or any portion thereof) in the[***], except
for (a) (i) [***]between [***]and [***]as of the [***]relating to [***]and
listed on[***], together with a [***]of the [***]of [***]so[***], and
(ii) [***]between [***]and [***]with respect to [***]and [***]as of the [***]and
listed on[***], and (b) [***]with[***], in addition to those described on[***],
[***]into after the[***], not to [***]([***]) in [***] the [***](the "[***]"),
that are [***]to those [***]in [***]([***]) [***](other than [***]to
[***]and[***]) that are on a [***]whereby the [***]that is the [***]of such
[***]is [***]a [***]or was [***](as between [***]and such[***]) by
such[***];[***], the [***]of [***]shall be [***]by [***]([***]) for each
[***]that the [***]is extended, up to an [***]of [***]([***])[***].
In
addition, during the[***], [***]shall not [***]any [***]and [***]in the[***],
other than with a[***].
Portions of the exhibit, indicated by the mark "[***]," were omitted and have
been filed separately with the Securities and Exchange Commission pursuant to
the Registrant's application requesting confidential treatment pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
43
7.5.3
During the[***], [***]not [***]into any [***]with a [***]that
[***]the [***]to such [***]of exclusive rights to [***](or any portion thereof)
with respect to an entire therapeutic indication or disease without[***];
provided that, following the[***], [***]ability to [***]into any [***]shall
[***]to the other [***]contained