Intellectual Property
and the Program Intellectual Property, to co-promote Co-Promoted Products in the
United States, in the manner set forth in the U.S. Marketing Plan for such
Co-Promoted Product.
7.2.4
Limited Research License.
Aventis hereby grants to ImmunoGen and
its Affiliates a perpetual, irrevocable, worldwide, non-exclusive,
non-sublicensable, royalty-free, license, under the Program Intellectual
Property to conduct research in the Field.
7.2.5
Exclusive License for Dropped Products.
Subject to the rights of
Aventis contained in Section 3.8, Aventis hereby grants to ImmunoGen and its
Affiliates a worldwide, exclusive (even as to Aventis and its Affiliates)
license under the Aventis Intellectual Property, the Program Intellectual
Property, to the extent required to research, develop, and commercialize Dropped
Products.
7.3
Technology Transfer.
ImmunoGen hereby grants to Aventis and its
Affiliates a non-exclusive, worldwide, royalty-free, perpetual, irrevocable
license under (a) any ImmunoGen Technology or ImmunoGen Materials existing as of
the Effective Date and not Covered by a Valid Claim of the ImmunoGen Patent
Rights listed on Schedule 1.50, and (b) any other ImmunoGen Technology or
ImmunoGen Materials not Covered by a Valid Claim of [***]existing as of the
[***]of the[***], in each case to[***], [***]and [***]any[***], other than[***],
[***]or in [***]or [***]with[***], and to [***]such [***]and [***]for
[***]and[***].
The foregoing license shall be [***]by [***]and [***]only upon
the [***]of[***], [***]shall not be [***]or[***]; [***]no such [***]shall be
[***]in order for [***]or [***]to [***]a [***]to any [***]in connection with the
[***]or [***]of [***]or [***]or the [***]or [***]of[***].
The restrictions on
[***]contained in this Section 7.3 and Sections 7.1.5 and 7.1.7 above shall not
be deemed to [***]or [***]from[***], and it is understood that [***]and/or
[***]may [***]into, [***]or other [***]with [***]with respect to the[***],
[***]and [***]of[***], other than[***], pursuant to which [***]or [***]may[***],
but not [***]except as otherwise [***]or [***]to, (a) the [***]and/or [***]which
are [***]under this Section 7.3 and/or (b) the [***]Rights which are [***]under
Section 7.1.5(a) above, and/or (c) the [***]which are [***]under Section 7.1.7
above.
7.4
Retained Rights.
7.4.1
Aventis Retained Rights.
With respect to this Agreement, any rights
of Aventis not expressly granted to ImmunoGen under the provisions of this
Agreement shall be retained by Aventis.
Without limiting the foregoing, subject
to the other terms of this Agreement, including, without limitation,
Section 7.5, Aventis retains the right to use the Aventis
Portions of the exhibit, indicated by the mark "[***]," were omitted and have
been filed separately with the Securities and Exchange Commission pursuant to
the Registrant's application requesting confidential treatment pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
42
Intellectual Property and the Program Intellectual Property (i) to perform its
work hereunder, (ii) to Develop and Commercialize Products hereunder and
(iii) to research, have researched, develop, have developed, make, have made,
use, have used, sell, offer for sale, have sold, imported and have imported, for
any and all purposes, both alone and together with any Third Party, any product
that is not a Product.
7.4.2
ImmunoGen Retained Rights.
With respect to this Agreement, any
rights of