PATENT RIGHTS OR TO THE MANUFACTURE, USE OR SALE OF ERBITUX®.
9.2
IMCLONE FULLY AND BROADLY RELEASES THE AVENTIS RELEASED PARTIES
FROM ANY CLAIM OF ANY KIND, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE
LICENSE AGREEMENT UP TO AND INCLUDING THE DATE OF THIS AMENDED AND RESTATED
LICENSE AGREEMENT.
AVENTIS FULLY AND BROADLY RELEASES EACH OF IMCLONE'S
AFFILIATES, SUCCESSORS, AND ASSIGNS, AND ITS PRESENT OR FORMER OFFICERS,
DIRECTORS, AGENTS, AND EMPLOYEES FROM ANY CLAIM OF ANY KIND, WHETHER KNOWN OR
UNKNOWN, WITH RESPECT TO THE LICENSE AGREEMENT UP TO AND INCLUDING THE DATE OF
THIS AMENDED AND RESTATED LICENSE AGREEMENT.
FOR THE AVOIDANCE OF DOUBT,
NOTHING IN THIS SECTION 9.2 SHALL AFFECT IMCLONE'S ROYALTY PAYMENT OBLIGATIONS
SET FORTH UNDER THIS AGREEMENT GOING FORWARD.
ARTICLE 10 - PRODUCT LIABILITY
10.1
IMCLONE SHALL DEFEND, INDEMNIFY, AND HOLD AVENTIS HARMLESS FROM AND
AGAINST ALL LIABILITY, DEMANDS, DAMAGES, EXPENSE OR LOSSES FOR DEATH, PERSONAL
INJURY, ILLNESS OR PROPERTY DAMAGE ARISING (A) OUT OF USE BY IMCLONE OR ITS
TRANSFEREES OF INVENTIONS LICENSED OR KNOW-HOW FURNISHED UNDER THIS AGREEMENT,
OR (B) OUT OF ANY USE, SALE OR OTHER DISPOSITION BY IMCLONE OR ITS TRANSFEREES
OF PRODUCTS MADE BY USE OF SUCH INVENTIONS OR INFORMATION, EXCEPT TO THE EXTENT
THAT SUCH LOSS, CLAIM, DAMAGE, OR LIABILITY ARISES IN WHOLE OR IN PART FROM THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AVENTIS.
AS USED IN THIS CLAUSE,
"AVENTIS" INCLUDES ITS OFFICERS, AGENTS AND EMPLOYEES, AND "IMCLONE" INCLUDES
ITS SUBSIDIARIES, CONTRACTORS AND SUB-CONTRACTORS.
ARTICLE 11 - ASSIGNMENT
11.1
IMCLONE MAY ASSIGN OR OTHERWISE TRANSFER THIS AGREEMENT AND THE
LICENSE GRANTED HEREBY AND THE RIGHTS ACQUIRED BY IT HEREUNDER SO LONG AS SUCH
ASSIGNMENT OR TRANSFER SHALL BE ACCOMPANIED BY A SALE OR OTHER TRANSFER OF
IMCLONE'S ENTIRE BUSINESS OR OF THAT PART OF IMCLONE'S BUSINESS TO WHICH THE
LICENSE GRANTED HEREBY RELATES.
IMCLONE SHALL GIVE AVENTIS THIRTY (30) DAYS
PRIOR NOTICE OF SUCH ASSIGNMENT AND TRANSFER.
Confidential Treatment Requested by ImClone Systems Incorporated
9
ARTICLE 12 - NON-USE OF NAMES
12.1
IMCLONE SHALL NOT USE THE NAME OF AVENTIS NOR ANY ADAPTATION
THEREOF IN ANY ADVERTISING, PROMOTIONAL OR SALES LITERATURE WITHOUT PRIOR
WRITTEN CONSENT OF AVENTIS, IN EACH CASE, EXCEPT THAT IMCLONE MAY STATE THAT IT
IS LICENSED BY AVENTIS UNDER ONE OR MORE OF THE PATENTS AND/OR APPLICATIONS
COMPRISING THE PATENT RIGHTS.
ARTICLE 13 - PAYMENTS, NOTICES AND OTHER COMMUNICATIONS
13.1
ANY PAYMENT, NOTICE OR OTHER COMMUNICATION PURSUANT TO THIS
AGREEMENT SHALL BE SUFFICIENTLY MADE OR GIVEN ON THE DATE OF MAILING IF SENT TO
SUCH PARTY BY CERTIFIED FIRST CLASS MAIL, POSTAGE PREPAID, OR ON THE DAY IT IS
RECEIVED BY SUCH PARTY IF SENT BY ANY OTHER METHOD, ADDRESSED TO SUCH PARTY AT
ITS ADDRESS BELOW OR AS IT SHALL DESIGNATE BY WRITTEN NOTICE GIVEN TO THE OTHER
PARTY:
In the case of AVENTIS, to:
Aventis Holdings, Inc.
3711 Kennett Pike,
Suite 200, Greenville,
Delaware 19807
Attn: President
With a copy to:
Sanofi-Aventis U.S. LLC
55, Corporate Drive
08807 Bridgewater
UNITED STATES
Attention: