U.S. DOLLARS.
WITH
RESPECT TO NET SALES INVOICED OR EXPENSES INCURRED IN A CURRENCY OTHER THAN U.S.
DOLLARS, THE NET SALES OR EXPENSE SHALL BE EXPRESSED IN THE DOMESTIC CURRENCY OF
THE ENTITY MAKING THE SALE OR INCURRING THE EXPENSE, TOGETHER WITH THE U.S.
DOLLAR EQUIVALENT, CALCULATED USING THE ARITHMETIC AVERAGE OF THE SPOT RATES ON
THE LAST BUSINESS DAY OF EACH MONTH OF THE CALENDAR QUARTER IN WHICH THE NET
SALES WERE MADE OR THE EXPENSE WAS INCURRED.
THE "CLOSING MID-POINT RATES"
FOUND IN THE "DOLLAR SPOT
15
FORWARD AGAINST THE DOLLAR" TABLE PUBLISHED BY THE FINANCIAL TIMES, OR ANY OTHER
PUBLICATION AS AGREED TO BY THE PARTIES, SHALL BE USED AS THE SOURCE OF SPOT
RATES TO CALCULATE THE AVERAGE AS DEFINED IN THE PRECEDING SENTENCE.
ALL
PAYMENTS SHALL BE MADE BY WIRE TRANSFER IN U.S. DOLLARS TO THE CREDIT OF SUCH
BANK ACCOUNT AS SHALL BE DESIGNATED AT LEAST [***] ([***]) BUSINESS DAYS IN
ADVANCE BY IMMUNOGEN IN WRITING TO SANOFI-AVENTIS.
5.
TREATMENT OF CONFIDENTIAL INFORMATION;
PUBLICITY
5.1
CONFIDENTIALITY
5.1.1
CONFIDENTIALITY OBLIGATIONS.
IMMUNOGEN AND SANOFI-AVENTIS EACH
RECOGNIZES THAT THE OTHER PARTY'S CONFIDENTIAL INFORMATION CONSTITUTES HIGHLY
VALUABLE ASSETS OF SUCH OTHER PARTY.
IMMUNOGEN AND SANOFI-AVENTIS EACH AGREES
THAT, SUBJECT TO SECTION 5.1.2, (A) DURING THE RESEARCH LICENSE TERM AND FOR AN
ADDITIONAL [***] ([***]) YEARS THEREAFTER IT WILL NOT DISCLOSE, AND WILL CAUSE
ITS AFFILIATES AND SUBLICENSEES NOT TO DISCLOSE, ANY CONFIDENTIAL INFORMATION OF
THE OTHER PARTY AND (B) DURING AND AFTER THE TERM, IT WILL NOT USE, AND WILL
CAUSE ITS AFFILIATES NOT TO USE, ANY CONFIDENTIAL INFORMATION OF THE OTHER
PARTY, IN EITHER CASE, EXCEPT AS EXPRESSLY PERMITTED HEREUNDER.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, EACH PARTY SHALL TAKE SUCH ACTION, AND
SHALL CAUSE ITS AFFILIATES AND SUBLICENSEES TO TAKE SUCH ACTION, TO PRESERVE THE
CONFIDENTIALITY OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION AS SUCH PARTY
WOULD CUSTOMARILY TAKE TO PRESERVE THE CONFIDENTIALITY OF ITS OWN CONFIDENTIAL
INFORMATION AND SHALL, IN ANY EVENT, USE AT LEAST REASONABLE CARE TO PRESERVE
THE CONFIDENTIALITY OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION.
5.1.2
LIMITED DISCLOSURE.
IMMUNOGEN AND SANOFI-AVENTIS EACH AGREES THAT
DISCLOSURE OF ITS CONFIDENTIAL INFORMATION MAY BE MADE BY THE OTHER PARTY TO ANY
EMPLOYEE, CONSULTANT OR AFFILIATE OF SUCH OTHER PARTY TO ENABLE SUCH OTHER PARTY
TO EXERCISE ITS RIGHTS OR TO CARRY OUT ITS RESPONSIBILITIES UNDER THIS
AGREEMENT; PROVIDED THAT ANY SUCH DISCLOSURE OR TRANSFER SHALL ONLY BE MADE TO
PERSONS WHO ARE BOUND BY WRITTEN OBLIGATIONS AS DESCRIBED IN SECTION 5.1.3.
IN
ADDITION, IMMUNOGEN AND SANOFI-AVENTIS EACH AGREES THAT THE OTHER PARTY MAY
DISCLOSE ITS CONFIDENTIAL INFORMATION (A) ON A NEED-TO-KNOW BASIS TO SUCH OTHER
PARTY'S LEGAL AND FINANCIAL ADVISORS AND (B) AS REASONABLY NECESSARY IN
CONNECTION WITH AN ACTUAL OR POTENTIAL (I) PERMITTED SUBLICENSE OF SUCH OTHER
PARTY'S RIGHTS HEREUNDER, (II) DEBT OR EQUITY FINANCING OF SUCH OTHER PARTY OR
(III) PURCHASE BY ANY THIRD PARTY OF ALL OF THE CAPITAL STOCK OR ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF SUCH OTHER PARTY