PARTY OF THE RIGHT TO SUPPLY SUCH
ANTIBODY TO THE OTHER PARTY AS PROVIDED HEREIN WITHOUT THE PAYMENT OF ADDITIONAL
CONSIDERATION TO, AND WITHOUT VIOLATING THE TERMS OF ANY AGREEMENT OR
ARRANGEMENT WITH, ANY THIRD PARTY.
1.9
"DESIGNATED SENIOR OFFICER" MEANS, WITH RESPECT TO A PARTY, THE
SENIOR OFFICER OF SUCH PARTY OR AN AFFILIATE DESIGNATED BY SUCH PARTY TO HAVE
FINAL DECISION MAKING AUTHORITY OVER DISPUTED MATTERS.
1.10
"FIELD" MEANS ALL HUMAN THERAPEUTIC, PROPHYLACTIC AND DIAGNOSTIC
USES.
1.11
"IMMUNOGEN ANTIBODY" MEANS ANY ANTIBODY CONTROLLED, OWNED OR MADE
AVAILABLE BY IMMUNOGEN.
1.12
"IMPROVEMENT" MEANS ANY ENHANCEMENT, IMPROVEMENT OR MODIFICATION TO
THE LICENSED TECHNOLOGY OR THE LICENSED PATENT RIGHTS.
1.13
"LICENSE AGREEMENT" MEANS A WRITTEN LICENSE AGREEMENT EXECUTED BY
THE PARTIES UPON EXERCISE OF ANY OPTION PURSUANT TO SECTION 2.2.2 IN
SUBSTANTIALLY THE FORM SET FORTH IN APPENDIX A ATTACHED HERETO.
1.14
"LICENSED PATENT RIGHTS" MEANS ANY OF THE PATENTS AND PATENT
APPLICATIONS DESCRIBED IN SCHEDULE 1 ATTACHED HERETO, AND ANY DIVISIONALS,
CONTINUATIONS, CONTINUATIONS-IN-PART (TO THE EXTENT THAT ANY
CONTINUATIONS-IN-PART ARE ENTITLED TO THE PRIORITY DATE OF AN INITIAL PATENT OR
PATENT APPLICATION WHICH IS THE SUBJECT OF THIS AGREEMENT), REISSUES,
REEXAMINATIONS, CONFIRMATIONS, REVALIDATIONS, REGISTRATIONS, PATENTS OF
ADDITION, RENEWALS, EXTENSIONS OR SUBSTITUTES THEREOF, OR ANY PATENTS ISSUING
THEREFROM OR ANY SUPPLEMENTARY PROTECTION CERTIFICATES RELATED THERETO,
INCLUDING ANY IMPROVEMENT RELATED THERETO THAT IS CONCEIVED OR REDUCED TO
PRACTICE BY IMMUNOGEN OR ITS THIRD PARTY COLLABORATORS, THAT ARE CONTROLLED BY
IMMUNOGEN AND THAT INCLUDE ONE OR MORE CLAIMS THAT COVER LICENSED TECHNOLOGY.
1.15
"LICENSED TARGET" MEANS AN OPTIONED TARGET FOLLOWING EXERCISE OF AN
OPTION AS SET FORTH IN SECTION 2.2.2 AND WHICH IS THE SUBJECT OF A LICENSE
AGREEMENT BETWEEN THE PARTIES.
1.16
"LICENSED TECHNOLOGY" MEANS ANY TECHNOLOGY CONTROLLED BY IMMUNOGEN
AS OF THE EFFECTIVE DATEORTHAT IS CONTROLLED BY IMMUNOGEN AT ANY TIME DURING THE
TERM INCLUDING, WITHOUT LIMITATION, ANY IMPROVEMENT RELATED THERETO THAT IS
CONCEIVED OR REDUCED TO PRACTICE BY IMMUNOGEN OR ITS THIRD PARTY COLLABORATORS
AND THAT IS, IN ANY CASE, NECESSARY OR USEFUL FOR SANOFI-AVENTIS TO PRACTICE THE
RESEARCH LICENSES SET FORTH IN SECTION 2.3.
1.17
"MANUFACTURING COST" MEANS, WITH RESPECT TO ANY PRECLINICAL
MATERIALS MANUFACTURED BY IMMUNOGEN, IMMUNOGEN'S FULLY-BURDENED COSTS (INCLUDING
THE COSTS ASSOCIATED WITH PRODUCT TESTING AND RELEASE ACTIVITIES) OF PRODUCING
AND PACKAGING SUCH PRECLINICAL MATERIALS, INCLUDING THE SUM OF THE FOLLOWING
COMPONENTS: (A) DIRECT COSTS, INCLUDING (1) MATERIALS DIRECTLY USED IN PRODUCING
AND PACKAGING SUCH PRECLINICAL MATERIALS AND (2) WITH RESPECT TO ANY PRECLINICAL
MATERIALS OBTAINED BY IMMUNOGEN FROM A THIRD PARTY AND SUPPLIED TO
SANOFI-AVENTIS WITHOUT MODIFICATION, THE AMOUNT PAID BY IMMUNOGEN TO SUCH THIRD
PARTY FOR THE SAME; (B) MANUFACTURING OVERHEAD COSTS ATTRIBUTABLE TO THE COST OF
GOODS UNDER THE FOREGOING CLAUSE(A)(1), INCLUDING MANUFACTURING AND QUALITY
LABOR AND MANUFACTURING AND QUALITY
3
SUPERVISORY SERVICES, OPERATING AND ADMINISTRATIVE COSTS OF THE MANUFACTURING
AND QUALITY DEPARTMENTS AND OCCUPANCY COSTS WHICH ARE ALLOCABLE TO COMPANY
DEPARTMENTS BASED ON SPACE OCCUPIED OR HEADCOUNT OR ANOTHER REASONABLE
ACTIVITY-BASED METHOD; FOR THE PURPOSE OF CLARITY, ANY COST ALLOCATION SHALL BE