SOLE RESPONSIBILITY OF IMMUNOGEN.
AT IMMUNOGEN'S REQUEST, SANOFI-AVENTIS
SHALL COOPERATE WITH IMMUNOGEN IN ALL REASONABLE RESPECTS IN CONNECTION WITH
SUCH PREPARATION, FILING, PROSECUTION AND MAINTENANCE OF LICENSED PATENT RIGHTS.
6.1.2
SANOFI-AVENTIS IMPROVEMENTS.
SANOFI-AVENTIS, ACTING THROUGH PATENT
COUNSEL OR AGENTS OF ITS CHOICE, SHALL BE RESPONSIBLE, AT ITS SOLE COST AND
EXPENSE, FOR THE PREPARATION, FILING, PROSECUTION AND MAINTENANCE OF PATENT
RIGHTS CLAIMING SANOFI-AVENTIS IMPROVEMENTS.
SANOFI-AVENTIS (I) WILL PROVIDE
IMMUNOGEN WITH A COPY OF ANY SUCH PROPOSED PATENT APPLICATION FOR REVIEW AND
COMMENT REASONABLY IN ADVANCE OF FILING, AND (II) WILL KEEP IMMUNOGEN REASONABLY
INFORMED OF THE STATUS OF SUCH FILING, PROSECUTION AND MAINTENANCE, INCLUDING,
WITHOUT LIMITATION, (A) BY PROVIDING IMMUNOGEN WITH COPIES OF ALL COMMUNICATIONS
RECEIVED FROM OR FILED IN PATENT OFFICE(S) WITH RESPECT TO SUCH FILING, AND
(B) BY PROVIDING IMMUNOGEN A REASONABLE TIME PRIOR TO TAKING OR FAILING TO TAKE
ANY ACTION THAT WOULD AFFECT THE SCOPE OR VALIDITY OF ANY SUCH FILING (INCLUDING
THE SUBSTANTIALLY NARROWING, CANCELLATION OR ABANDONMENT OF ANY CLAIM(S) WITHOUT
RETAINING THE RIGHT TO PURSUE SUCH SUBJECT MATTER IN A SEPARATE APPLICATION, OR
THE FAILURE TO FILE OR PERFECT THE FILING OF ANY CLAIM(S) IN ANY COUNTRY), WITH
PRIOR WRITTEN NOTICE OF SUCH PROPOSED ACTION OR INACTION SO THAT IMMUNOGEN HAS A
REASONABLE OPPORTUNITY TO REVIEW AND COMMENT.
IF SANOFI-AVENTIS FAILS TO
UNDERTAKE THE FILING(S) OF ANY SUCH PATENT APPLICATION WITH RESPECT TO ANY SUCH
INVENTION WITHIN [***] ([***]) DAYS AFTER RECEIPT OF WRITTEN NOTICE FROM
IMMUNOGEN THAT IMMUNOGEN BELIEVES FILING(S) OF SUCH AN APPLICATION BY
SANOFI-AVENTIS IS APPROPRIATE, IMMUNOGEN MAY UNDERTAKE SUCH FILING(S) AT ITS OWN
EXPENSE, IN WHICH CASE SANOFI-AVENTIS WILL ASSIGN ALL OF ITS RIGHTS TO SUCH
SANOFI-AVENTIS IMPROVEMENTS TO IMMUNOGEN AND ANY SUBSEQUENTLY ISSUED PATENT
THEREON WILL BE OWNED SOLELY BY IMMUNOGEN.
6.1.3
COOPERATION.
EACH PARTY AGREES TO COOPERATE REASONABLY WITH THE
OTHER PARTY IN THE PREPARATION, FILING, AND PROSECUTION OF ANY PATENT
APPLICATIONS PURSUANT TO THIS SECTION 6.1.
SUCH COOPERATION INCLUDES, BUT IS
NOT LIMITED TO, EXECUTING ALL PAPERS AND INSTRUMENTS, OR REQUIRING ITS EMPLOYEES
OR AGENTS TO EXECUTE SUCH PAPERS AND INSTRUMENTS, SO AS
A-21
TO EFFECTUATE THE OWNERSHIP OF SUCH PATENT APPLICATIONS AND ANY PATENTS THEREON
AND TO ENABLE THE FILING AND PROSECUTION OF APPLICATIONS IN ANY COUNTRY.
6.2
ABANDONMENT.
6.2.1
LICENSED PATENT RIGHTS.
IF IMMUNOGEN DECIDES TO ABANDON OR TO ALLOW
TO LAPSE ANY OF THE LICENSED PATENT RIGHTS THAT COVER ANY LICENSED PRODUCT IN
ANY COUNTRY OR REGION IN THE TERRITORY, IMMUNOGEN SHALL INFORM SANOFI-AVENTIS OF
SUCH DECISION PROMPTLY AND, IN ANY EVENT, SO AS TO PROVIDE SANOFI-AVENTIS A
REASONABLE AMOUNT OF TIME TO MEET ANY APPLICABLE DEADLINE TO ESTABLISH OR
PRESERVE SUCH LICENSED PATENT RIGHTS IN SUCH COUNTRY OR REGION.
SANOFI-AVENTIS
SHALL HAVE THE RIGHT TO ASSUME RESPONSIBILITY FOR CONTINUING THE PROSECUTION OF
SUCH LICENSED PATENT RIGHTS IN SUCH COUNTRY OR REGION AND PAYING ANY REQUIRED
FEES TO MAINTAIN SUCH LICENSED PATENT RIGHTS IN SUCH COUNTRY OR REGION OR
DEFENDING SUCH LICENSED PATENT RIGHTS, IN EACH CASE AT SANOFI-AVENTIS' SOLE
EXPENSE AND THROUGH