the right to control the board of directors of a corporation or equivalent
governing body of an entity other than a corporation.
1.3
"ANTIBODY" MEANS A POLYCLONAL OR MONOCLONAL ANTIBODY, WHETHER
MULTIPLE OR SINGLE CHAIN, RECOMBINANT OR NATURALLY OCCURRING, WHOLE OR FRAGMENT,
AND ANY VARIANTS, DERIVATIVES OR CONSTRUCTS THEREOF, INCLUDING BUT NOT LIMITED
TO, ANTIGEN BINDING PORTIONS INCLUDING FAB, FAB', F(AB')2, FV, DAB AND CDR
FRAGMENTS, SINGLE CHAIN ANTIBODIES (SCFV), CHIMERIC ANTIBODIES, DIABODIES AND
POLYPEPTIDES (INCLUDING ANY HUMANIZED VERSIONS THEREOF) THAT CONTAIN AT LEAST A
PORTION OF AN IMMUNOGLOBULIN THAT IS SUFFICIENT TO CONFER SPECIFIC ANTIGEN
BINDING TO THE POLYPEPTIDE.
1.4
"ANTIBODY-MAY COMPOUND CONJUGATE" MEANS ANY COMPOUND CONTAINING A
CONJUGATE OF AN ANTIBODY WITH A MAY COMPOUND.
1.5
"APPLICABLE LAWS" MEANS FEDERAL, STATE, LOCAL, NATIONAL AND
SUPRA-NATIONAL LAWS, STATUTES, RULES AND REGULATIONS, INCLUDING ANY RULES,
REGULATIONS, GUIDANCE, GUIDELINES OR REQUIREMENTS OF REGULATORY AUTHORITIES,
NATIONAL SECURITIES EXCHANGES OR SECURITIES LISTING ORGANIZATIONS, THAT MAY BE
IN EFFECT FROM TIME TO TIME DURING THE TERM AND APPLICABLE TO A PARTICULAR
ACTIVITY HEREUNDER.
1.6
"BUSINESS DAY" MEANS A DAY ON WHICH BANKING INSTITUTIONS IN NEW
YORK, NEW YORK ARE OPEN FOR BUSINESS.
1.7
"CONFIDENTIAL INFORMATION" MEANS (A) WITH RESPECT TO IMMUNOGEN,
ALL TANGIBLE EMBODIMENTS OF LICENSED TECHNOLOGY AND LICENSED PATENT RIGHTS; (B)
WITH RESPECT TO SANOFI-AVENTIS, THE IDENTIFICATION BY SANOFI-AVENTIS OF A
PROPOSED TARGET AND THE EXERCISE BY SANOFI-AVENTIS OF ANY OPTION WITH RESPECT TO
AN OPTIONED TARGET; AND (C) WITH RESPECT TO EACH PARTY, ALL INFORMATION AND
TECHNOLOGY DISCLOSED OR PROVIDED BY OR ON BEHALF OF SUCH PARTY (THE "DISCLOSING
PARTY") TO THE OTHER PARTY (THE "RECEIVING PARTY") OR TO ANY OF THE RECEIVING
PARTY'S EMPLOYEES, CONSULTANTS, AFFILIATES OR SUBLICENSEES, PROVIDED, THAT, NONE
OF THE FOREGOING SHALL BE CONFIDENTIAL INFORMATION IF: (I) AS OF THE DATE OF
DISCLOSURE, IT IS KNOWN TO THE RECEIVING PARTY OR ITS AFFILIATES AS DEMONSTRATED
BY CREDIBLE CONTEMPORANEOUS WRITTEN DOCUMENTATION, OTHER THAN BY VIRTUE OF A
PRIOR CONFIDENTIAL DISCLOSURE TO SUCH RECEIVING PARTY; (II) AS OF THE DATE OF
DISCLOSURE IT IS IN THE PUBLIC DOMAIN, OR IT SUBSEQUENTLY ENTERS THE PUBLIC
DOMAIN THROUGH NO FAULT OF THE RECEIVING PARTY; (III) IT IS OBTAINED BY THE
RECEIVING PARTY FROM A THIRD PARTY HAVING A LAWFUL RIGHT TO MAKE SUCH DISCLOSURE
FREE FROM ANY OBLIGATION OF CONFIDENTIALITY TO THE DISCLOSING PARTY; OR (IV) IT
IS INDEPENDENTLY DEVELOPED BY OR FOR THE RECEIVING PARTY WITHOUT REFERENCE TO OR
USE OF ANY CONFIDENTIAL INFORMATION OF THE DISCLOSING PARTY AS DEMONSTRATED BY
CREDIBLE CONTEMPORANEOUS WRITTEN DOCUMENTATION.
FOR PURPOSES OF CLARITY, THE
TERMS OF THIS AGREEMENT SHALL CONSTITUTE CONFIDENTIAL INFORMATION OF EACH PARTY.
1.8
"CONTROL" OR "CONTROLLED" MEANS (A) WITH RESPECT TO TECHNOLOGY OR
PATENT RIGHTS, THE POSSESSION BY A PARTY OF THE RIGHT TO GRANT A LICENSE OR
SUBLICENSE TO SUCH TECHNOLOGY OR PATENT RIGHTS AS PROVIDED HEREIN WITHOUT THE
PAYMENT OF ADDITIONAL CONSIDERATION TO, AND WITHOUT VIOLATING THE TERMS OF ANY
AGREEMENT OR ARRANGEMENT WITH, ANY THIRD PARTY AND (B) WITH
2
RESPECT TO ANY ANTIBODY, THE POSSESSION BY A