8.18
License Response
2.2.5
License Request
2.2.5
Option
2.2.1
Option Period
2.2.2
Option Request
2.2.1
Option Response
2.2.1
Party/Parties
Recitals
Proposed Target
2.2.1
Research Term
2.3.5
Research Term Exercise Fee
3.2
sanofi-aventis
Recitals
sanofi-aventis Indemnitees
8.17.2
Terminated Option
2.2.4
Term
7.1
Third Party Right
2.2.1
2.
GRANT OF RIGHTS
2.1
OPTION TO INITIATE RESEARCH TERM.
IMMUNOGEN HEREBY GRANTS
SANOFI-AVENTIS AN OPTION (THE "RESEARCH TERM OPTION"), AT SANOFI-AVENTIS' SOLE
DISCRETION, TO INITIATE THE RESEARCH
5
TERM BY PROVIDING WRITTEN NOTICE OF ELECTION TO IMMUNOGEN AND PAYING THE
RESEARCH TERM EXERCISE FEE ON, OR PRIOR TO, AUGUST 31, 2008 (THE DATE OF SUCH
ELECTION, THE "RESEARCH TERM EXERCISE DATE").
2.2
EXCLUSIVE TARGET OPTIONS.
2.2.1
OPTION REQUEST AND GRANT.
SANOFI-AVENTIS MAY FROM TIME TO TIME
DURING THE RESEARCH TERM PROVIDE WRITTEN NOTICE TO IMMUNOGEN REQUESTING THE
GRANT BY IMMUNOGEN OF AN EXCLUSIVE OPTION (EACH SUCH OPTION, AN "OPTION") (THE
"OPTION REQUEST") TO OBTAIN AN EXCLUSIVE LICENSE IN THE TERRITORY UNDER THE
LICENSED TECHNOLOGY AND LICENSED PATENT RIGHTS, WITH RESPECT TO ANY TARGET
SPECIFIED IN THE OPTION REQUEST (EACH, A "PROPOSED TARGET"), FOR THE SOLE
PURPOSE OF RESEARCHING, MAKING AND HAVING MADE, AB-MAY PRODUCTS DIRECTED TO SUCH
PROPOSED TARGET, FOR ANY AND ALL USES WITHIN THE FIELD.
IMMUNOGEN SHALL PROVIDE
A WRITTEN RESPONSE (THE "OPTION RESPONSE") TO SANOFI-AVENTIS WITHIN [***]
([***]) BUSINESS DAYS OF ANY OPTION REQUEST SPECIFYING WHETHER OR NOT THE
PROPOSED TARGET IS AVAILABLE TO BE THE SUBJECT OF AN OPTION AND, IF UNAVAILABLE,
THE REASONS FOR SUCH UNAVAILABILITY AS SET FORTH IN THIS SECTION 2.2.1 (IT BEING
UNDERSTOOD THAT THE FOREGOING DISCLOSURE SHALL BE SUBJECT TO ANY CONFIDENTIALITY
OBLIGATIONS IMMUNOGEN MAY HAVE WITH ANY THIRD PARTY), PROVIDED, THAT, IMMUNOGEN
HEREBY ACKNOWLEDGES AND AGREES THAT IT MAY ONLY TREAT A PROPOSED TARGET THAT IS
IDENTIFIED IN AN OPTION REQUEST AS UNAVAILABLE (EACH, AN "EXCLUDED TARGET") IF,
ON THE DATE OF THE OPTION REQUEST, (A) IMMUNOGEN IS PURSUING AN INTERNAL
DEVELOPMENT OR COMMERCIALIZATION PROGRAM WITH A MAY COMPOUNDCONJUGATED WITH AN
IMMUNOGEN ANTIBODY THAT IS DIRECTED AGAINST SUCH PROPOSED TARGET; (B) IMMUNOGEN
HAS, WITH RESPECT TO THE PROPOSED TARGET, GRANTED AN EXCLUSIVE OPTION OR LICENSE
TO A THIRD PARTY UNDER ANY PATENT RIGHTS CONTROLLED BY IMMUNOGEN THAT ARE
NECESSARY OR USEFUL FOR THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF
ANTIBODY-MAY COMPOUND CONJUGATES (A "THIRD PARTY RIGHT"); OR (C) IMMUNOGEN IS IN
DISCUSSIONS WITH A THIRD PARTY RELATING TO A POTENTIAL GRANT OF A THIRD PARTY
RIGHT.
UPON THE GRANT OF AN OPTION TO A PROPOSED TARGET TO SANOFI-AVENTIS AS
PROVIDED IN THIS SECTION 2.2.1, THE PROPOSED TARGET SHALL BE DEEMED TO BE AN
OPTIONED TARGET FOR PURPOSES OF THIS AGREEMENT AND, FOR THE DURATION OF THE
OPTION PERIOD, (I) SANOFI-AVENTIS SHALL HAVE THE RIGHTS GRANTED IN SECTION 2.3.2
AND (II) IMMUNOGEN SHALL NOT INITIATE OR ENGAGE IN DISCUSSIONS WITH ANY THIRD
PARTY CONCERNING A THIRD PARTY RIGHT WITH RESPECT TO THE OPTIONED TARGET, OR
PURSUE INTERNALLY ANY DEVELOPMENT OR COMMERCIALIZATION PROGRAM CONCERNING AN
ANTIBODY-MAY COMPOUND CONJUGATE DIRECTED AGAINST THE OPTIONED TARGET.
NOTWITHSTANDING ANYTHING