THEIR EQUIVALENTS IN ANY COUNTRY IN THE TERRITORY WHERE
APPLICABLE TO LICENSED PATENT RIGHTS.
6.5
NO OBLIGATION.
NO PARTY SHALL HAVE ANY OBLIGATION TO THE OTHER
PARTY UNDER THIS AGREEMENT TO PAY ANY FEES OR COSTS: (I) FOR THAT PARTY'S
BRINGING A LAWSUIT OR OTHER ACTION TO ENFORCE ANY LICENSED PATENT RIGHTS, OR ANY
OTHER PATENT OWNED BY A PARTY AGAINST AN ACTUAL OR SUSPECTED INFRINGEMENT OR
(II) FOR ANY OTHER PARTY TO OBTAIN FOR ITS OWN BENEFIT INDEPENDENT BUSINESS OR
LEGAL ADVICE CONCERNING ANY OF THE PATENT RIGHTS SET FORTH IN CLAUSE (I) HEREOF.
7.
TERM AND TERMINATION
7.1
TERM.
UNLESS EARLIER TERMINATED AS PROVIDED IN THIS SECTION 7,
THE TERM OF THIS AGREEMENT SHALL EXPIRE UPON THE LATER OF THE EXPIRATION OF THE
RESEARCH TERM OR THE LAST TO EXPIRE OF THE OPTION PERIODS (THE "TERM").
7.2
TERMINATION.
THIS AGREEMENT AND THE RIGHTS AND OPTIONS GRANTED
HEREIN MAY BE TERMINATED BY EITHER PARTY UPON ANY MATERIAL BREACH BY THE OTHER
PARTY OF ANY MATERIAL OBLIGATION OR CONDITION, EFFECTIVE [***] ([***]) DAYS
AFTER GIVING WRITTEN NOTICE TO THE BREACHING PARTY OF SUCH TERMINATION IN THE
CASE OF A PAYMENT BREACH AND [***] ([***]) DAYS AFTER GIVING WRITTEN NOTICE TO
THE BREACHING PARTY OF SUCH TERMINATION IN THE CASE OF ANY OTHER BREACH, WHICH
NOTICE SHALL DESCRIBE SUCH BREACH IN REASONABLE DETAIL.
THE FOREGOING
NOTWITHSTANDING, IF SUCH DEFAULT OR BREACH IS CURED OR SHOWN TO BE NON-EXISTENT
WITHIN THE AFORESAID [***] ([***]) OR [***] ([***]) DAY PERIOD, THE NOTICE SHALL
BE AUTOMATICALLY WITHDRAWN AND OF NO EFFECT.
HOWEVER, PRIOR TO GIVING ANY
NOTICE FOR BREACH, THE PARTIES SHALL FIRST ATTEMPT TO RESOLVE ANY DISPUTES AS TO
THE EXISTENCE OF ANY BREACH AS SET FORTH IN SECTION 8.14.
ADDITIONALLY, UNTIL
SUCH TIME AS SANOFI-AVENTIS HAS EXERCISED THE RESEARCH TERM OPTION,
SANOFI-AVENTIS SHALL HAVE THE FURTHER RIGHT TO TERMINATE THIS AGREEMENT UPON
PROVIDING NOT LESS THAN [***] ([***]) DAYS' WRITTEN NOTICE TO IMMUNOGEN OF SUCH
TERMINATION.
7.3
REMEDIES.
IF EITHER PARTY SHALL FAIL TO PERFORM OR OBSERVE OR
OTHERWISE BREACHES ANY OF ITS MATERIAL OBLIGATIONS UNDER THIS AGREEMENT, IN
ADDITION TO ANY RIGHT TO TERMINATE THIS AGREEMENT, THE NON-DEFAULTING PARTY MAY
ELECT TO OBTAIN OTHER RELIEF AND REMEDIES AVAILABLE UNDER LAW.
7.4
SURVIVING PROVISIONS.
NOTWITHSTANDING ANY PROVISION HEREIN TO THE
CONTRARY, THE RIGHTS AND OBLIGATIONS SET FORTH IN SECTIONS 2.3.6, 4, 5, 6.2,
7.4, 8.4, 8.5, 8.6, 8.16 AND 8.17 HEREOF SHALL SURVIVE THE EXPIRATION OF THE
TERM OR THE TERMINATION OF THIS AGREEMENT.
ALL OTHER RIGHTS AND LICENSES OF THE
PARTIES SET FORTH IN THIS AGREEMENT SHALL TERMINATE.
8.
REPRESENTATIONS, WARRANTIES AND COVENANTS
8.1
MUTUAL REPRESENTATIONS AND WARRANTIES.
IMMUNOGEN AND
SANOFI-AVENTIS EACH REPRESENTS AND WARRANTS TO THE OTHER, AS OF THE EFFECTIVE
DATE, AS FOLLOWS:
8.1.1
ORGANIZATION.
IT IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING
AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION, AND
HAS ALL REQUISITE POWER AND AUTHORITY, CORPORATE OR OTHERWISE, TO EXECUTE,
DELIVER AND PERFORM THIS AGREEMENT.
14
8.1.2
AUTHORIZATION.
THE EXECUTION