TO THE CONTRARY SET FORTH IN THIS AGREEMENT, THE
PARTIES HEREBY AGREE THAT SANOFI-AVENTIS SHALL HAVE THE RIGHT TO SELECT AND
MAINTAIN NO MORE THAN [***] ([***]) OPTIONED TARGETS AT ANY GIVEN TIME DURING
THE TERM, PROVIDED, THAT, EXPIRED OPTIONS AND TERMINATED OPTIONS SHALL NOT COUNT
AS OPTIONED TARGETS FOR PURPOSES OF THIS LIMITATION.
2.2.2
EXERCISE OF OPTIONS.
SANOFI-AVENTIS SHALL HAVE THE RIGHT TO
EXERCISE ANY OPTION AT ANY TIME DURING THE PERIOD COMMENCING ON THE OPTION GRANT
DATE AND CONTINUING FOR A PERIOD OF [***] ([***]) MONTHS THEREAFTER (AS SUCH
PERIOD MAY BE EXTENDED AS PROVIDED IN SECTION 2.2.5 BELOW, THE "OPTION PERIOD"),
BY (A) DELIVERING WRITTEN NOTICE OF EXERCISE THEREOF, WHICH NOTICE SHALL SPECIFY
THE OPTIONED TARGET AND (B) EXECUTING A LICENSE AGREEMENT IN THE FORM OF
APPENDIX A ATTACHED HERETO.
UPON EXERCISE OF AN OPTION COVERING AN OPTIONED
TARGET AS PROVIDED IN THIS SECTION 2.2.2, SUCH OPTIONED TARGET SHALL BECOME A
LICENSED TARGET AND THE LICENSED PATENT RIGHTS AND LICENSED TECHNOLOGY (AS
DEFINED IN THE LICENSE AGREEMENT) SHALL BE
6
EXCLUSIVELY LICENSED WITH RESPECT TO SUCH LICENSED TARGET TO SANOFI-AVENTIS ON
THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE RELEVANT LICENSE
AGREEMENT.
2.2.3
OPTION EXPIRATION.
IN THE EVENT THAT SANOFI-AVENTIS FAILS TO
EXERCISE ANY OPTION DURING THE APPLICABLE OPTION PERIOD (EACH, AN "EXPIRED
OPTION"), ALL RIGHTS GRANTED BY IMMUNOGEN TO SANOFI-AVENTIS PURSUANT TO SECTION
2.2.1 APPLICABLE TO SUCH EXPIRED OPTION SHALL TERMINATE AS OF SUCH EXPIRATION
DATE; PROVIDED, THAT, IF THE OPTION BECOMES AN EXPIRED OPTION PRIOR TO
EXPIRATION OF THE RESEARCH TERM, THE NON-EXCLUSIVE RESEARCH LICENSE GRANTED
PURSUANT TO SECTION 2.3.1 BELOW FOR THE OPTIONED TARGET THAT IS THE SUBJECT OF
SUCH EXPIRED OPTION SHALL AGAIN BE IN EFFECT AND SHALL SURVIVE, AND SUCH
NON-EXCLUSIVE LICENSE WILL CONTINUE UNTIL THE DATE ON WHICH IMMUNOGEN PROVIDES
WRITTEN NOTICE TO SANOFI-AVENTIS THAT SUCH TARGET HAS BECOME AN EXCLUDED
TARGET.
NOTWITHSTANDING THE FOREGOING, FOLLOWING THE EXPIRATION OF ANY OPTION
PERIOD WITH RESPECT TO AN OPTIONED TARGET, (A) IMMUNOGEN SHALL HAVE THE RIGHT TO
INITIATE OR ENGAGE IN DISCUSSIONS WITH ANY THIRD PARTY CONCERNING A THIRD PARTY
RIGHT OR PURSUE INTERNALLY ANY PROJECT CONCERNING, ANY RIGHTS REGARDING AN
ANTIBODY-MAY COMPOUND CONJUGATE DIRECTED TO THE TARGET COVERED BY SUCH EXPIRED
OPTION; (B) DURING THE PERIOD COMMENCING ON THE DATE OF EXPIRATION OF THE OPTION
PERIOD AND CONTINUING FOR A PERIOD OF [***] ([***]) MONTHS (THE "EXPIRED OPTION
TAIL PERIOD"), SANOFI-AVENTIS MAY NOT PROVIDE AN OPTION REQUEST TO IMMUNOGEN
WITH RESPECT TO THE TARGET THAT IS THE SUBJECT OF THE EXPIRED OPTION; AND (C) ON
AND AFTER THE EXPIRED OPTION TAIL PERIOD BUT PRIOR TO THE EXPIRATION OF THE
RESEARCH TERM, AND SUBJECT TO NOTICE, AVAILABILITY AND LIMITATIONS PURSUANT TO
THIS SECTION 2.2, SANOFI-AVENTIS SHALL HAVE THE RIGHT, UPON WRITTEN REQUEST, TO
PROVIDE AN OPTION REQUEST TO IMMUNOGEN WITH RESPECT TO THE TARGET COVERED BY
SUCH EXPIRED OPTION.
2.2.4
TERMINATION OF OPTIONS.
SANOFI-AVENTIS MAY TERMINATE ANY OPTION
THAT IS NOT AN EXPIRED OPTION AT ANY TIME ON AND