be [***]by [***](e.g. a [***]([***])
[***]shall be [***]to [***]and [***]([***])) solely for that portion of the
royalty payment term during which no such [***]exists in such[***].
(b)
Subject to the provisions of Section 8.4.5 below, with respect to
Products other than those containing TAP Antibodies, Aventis shall pay to
ImmunoGen the Royalties set forth in Sections 8.4.1 and 8.4.2 on a
Product-by-Product basis and a country-by-country basis for so long as there
exists in such country a Valid Claim within any ImmunoGen Patent Rights or
Program Patent Rights which [***]the[***], a [***]thereof or the [***]of [***]of
such [***]in such[***], or, if[***], until the [***]([***]) [***]of the [***]of
such [***]in a given country; provided that, subject to Section 8.4.5(d), such
Royalties shall be [***]by [***](e.g. a [***]([***]) [***]shall be [***]to
[***]and [***]([***])) solely for that portion of the royalty payment term
during which no such [***]exists in such[***].
(c)
Subject to the provisions of Section 8.4.5 below, with respect
to[***], [***]shall [***]to [***]the [***]set forth in Section [***]on 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.
48
basis and a [***]-[***]-[***] basis for so long as there [***]in such [***]a
[***]under the [***](or under a [***]of a [***]in the case of Section[***])
which [***]the [***]of such [***]in such[***].
(d)
For purposes of clarity, Royalties are determined on a
country-by-country basis such that, if Aventis is no longer obligated to pay a
Royalty in a given country with respect to a Product, [***]from the sale of such
Product in such country shall not be [***]in[***], or the[***], under Sections
8.4.1, 8.4.2 and 8.4.3 above.
8.4.5
Additional Royalty Reductions.
The Royalties payable hereunder
shall be subject to the following additional reductions:
(a)
If (i) [***]is [***]to [***]a [***]under [***]of a [***]in order
to [***]the [***]thereof, or other [***]of a [***]in order to [***]thereof, in
either case, in connection with the[***], [***]or [***]of a [***](other than
[***]or [***]related to the [***]of [***]generally), and (ii) such [***]would be
required by any company desiring to [***], [***]or [***]that incorporate the
[***]related to[***], [***]or [***]of [***]or[***], then, subject to
Section 8.4.5(c), Aventis may [***]the [***]of any[***], [***]or other [***]made
to such [***]for such[***].
Aventis shall use [***]to [***]any such [***]on
[***]that, in [***]determination, are as [***]as then available.
(b)
If a [***](other than [***]required under Section 8.4.5(a)) under
[***]or other [***]of a [***](other than [***]or [***]related to the [***]of
[***]generally) is necessary to [***]or [***]a[***], then, subject to
Section 8.4.5(c), [***]may [***]of the amount of any[***], [***]or other
[***]made by [***]to such [***]for such [***]from Royalties payable hereunder;
provided, that (i) the foregoing reduction shall not apply to any [***]or
[***]rights [***]subject matter whose [***]is a [***]in the [***]of
[***]of[***], unless [***]an [***]in such [***]of [***]for the future
Development or Commercialization of the Product, in which case, if such