(I) IN ANY CASE, APPLIED IN ACCORDANCE WITH GAAP, AND (II) APPLIED CONSISTENTLY
BY IMMUNOGEN IN RELATION TO ALL OTHER THIRD PARTIES FOR WHICH IMMUNOGEN
MANUFACTURES COMPARABLE MATERIALS; (C) ANY OTHER REASONABLE AND CUSTOMARY
OUT-OF-POCKET COSTS BORNE BY IMMUNOGEN FOR THE TESTING, TRANSPORT, CUSTOMS
CLEARANCE, DUTY, INSURANCE AND/OR STORAGE OF SUCH PRECLINICAL MATERIALS; AND (D)
IMMUNOGEN'S GENERAL AND ADMINISTRATIVE COSTS, INCLUDING PURCHASING, HUMAN
RESOURCES, PAYROLL, INFORMATION SYSTEM AND ACCOUNTING, WHICH ARE DIRECTLY
ATTRIBUTABLE OR REASONABLY ALLOCABLE TO COMPANY DEPARTMENTS BASED ON SPACE
OCCUPIED OR HEADCOUNT.
1.18
"MAY COMPOUND" MEANS ANY AND ALL MAYTANSINOID COMPOUNDS (INCLUDING,
WITHOUT LIMITATION, MAYTANSINOL, ANSAMITOCINS, DM1 AND DM4), WHETHER PRODUCED BY
A BOTANICAL SOURCE, NATURAL FERMENTATION, CHEMICAL SYNTHESIS OR OTHERWISE, AND
SHALL INCLUDE, WITHOUT LIMITATION, ALL VARIANTS, FRAGMENTS OR DERIVATIVES OF ANY
OF THE FOREGOING, IN EACH CASE CONTROLLED BY IMMUNOGEN.
1.19
"OPTION AGREEMENT" MEANS THE OPTION AGREEMENT BETWEEN THE PARTIES
DATED AS OF AUGUST 31, 2006.
1.20
"OPTION GRANT DATE" MEANS, WITH RESPECT TO A PROPOSED TARGET THAT
IS NOT AN EXCLUDED TARGET, THE DATE OF THE OPTION RESPONSE PROVIDED BY
IMMUNOGEN.
1.21
"OPTIONED TARGET" MEANS ANY PROPOSED TARGET THAT IS NOT AN EXCLUDED
TARGET AND BECOMES THE SUBJECT OF AN OPTION GRANTED BY IMMUNOGEN PURSUANT TO
SECTION 2.2.1.
1.22
"PATENT RIGHTS" MEANS THE RIGHTS AND INTERESTS IN AND TO ISSUED
PATENTS AND PENDING PATENT APPLICATIONS (INCLUDING INVENTOR'S CERTIFICATES AND
UTILITY MODELS) IN ANY COUNTRY OR JURISDICTION WITHIN THE TERRITORY, INCLUDING
ALL PROVISIONALS, SUBSTITUTIONS, CONTINUATIONS, CONTINUATIONS-IN-PART,
DIVISIONALS, SUPPLEMENTARY PROTECTION CERTIFICATES, RENEWALS, ALL LETTERS PATENT
GRANTED THEREON, AND ALL REISSUES, REEXAMINATIONS, EXTENSIONS, CONFIRMATIONS,
REVALIDATIONS, REGISTRATIONS, PATENTS OF ADDITION THEREOF, PCTS AND FOREIGN
COUNTERPARTS.
1.23
"PRECLINICAL MATERIALS" MEANS ANY MATERIALS (INCLUDING WITHOUT
LIMITATION ANY SUPPLIES OF MAY COMPOUND OR AB-MAY PRODUCT) MANUFACTURED BY
IMMUNOGEN FOR SANOFI-AVENTIS PURSUANT TO THIS AGREEMENT AND IN ACCORDANCE WITH
APPLICABLE LAWS AND ALL APPLICABLE SPECIFICATIONS FOR USE IN PRECLINICAL
TESTING.
1.24
"SANOFI-AVENTIS ANTIBODY" MEANS ANY ANTIBODY AND OTHER BINDING
PROTEINS CONTROLLED BY, OWNED BY OR MADE AVAILABLE TO SANOFI-AVENTIS.
1.25
"SANOFI-AVENTIS IMPROVEMENT" MEANS ANY IMPROVEMENT THAT IS
CONCEIVED OR FIRST REDUCED TO PRACTICE BY SANOFI-AVENTIS IN CONNECTION WITH THE
EXERCISE BY SANOFI-AVENTIS OF THE LICENSES SET FORTH IN SECTION 2.3.
4
1.26
"TARGET" MEANS ANY PARTICULAR ANTIGEN (WHETHER A PROTEIN,
CARBOHYDRATE, ETC.) THAT IS BOUND BY A PARTICULAR ANTIBODY USED TO CREATE AN
AB-MAY PRODUCT, AND ALL EPITOPES OF SUCH PARTICULAR ANTIGEN.
1.27
"TECHNOLOGY" MEANS, COLLECTIVELY, ALL INVENTIONS, DISCOVERIES,
IMPROVEMENTS, TRADE SECRETS AND PROPRIETARY METHODS, WHETHER OR NOT PATENTABLE,
INCLUDING WITHOUT LIMITATION, MACROMOLECULAR SEQUENCES, DATA, FORMULATIONS,
PROCESSES, TECHNIQUES, KNOW-HOW AND RESULTS (INCLUDING ANY NEGATIVE RESULTS).
1.28
"TERRITORY" MEANS ALL COUNTRIES OF THE WORLD.
1.29
"THIRD PARTY" MEANS ANY PERSON OR ENTITY OTHER THAN IMMUNOGEN,
SANOFI-AVENTIS AND THEIR RESPECTIVE AFFILIATES.
ADDITIONAL DEFINITIONS.
IN ADDITION, EACH OF THE FOLLOWING DEFINITIONS SHALL
HAVE THE RESPECTIVE MEANINGS SET FORTH IN THE SECTION OF THIS AGREEMENT
INDICATED BELOW:
Definition
Section
Agreement
Recitals
Covered Results
4.3
Disputed Matter
8.14.1
Excluded Target
2.2.1
Expired Option
2.2.3
Expired Option Tail Period
2.2.3
ImmunoGen
Recitals
ImmunoGen Indemnitees
8.17.1
Indemnifying Party