PAID AS SET FORTH IN SECTION 4.2.
2.2
RIGHT TO SUBLICENSE.
SANOFI-AVENTIS AND ITS AFFILIATES SHALL HAVE
THE RIGHT TO GRANT SUBLICENSES UNDER THE LICENSE GRANTED TO IT UNDER SECTION
2.1.1(B)WITH RESPECT TO ANY LICENSED PRODUCT TO ANY THIRD PARTY; PROVIDED, THAT:
(A) IT SHALL BE A CONDITION OF ANY SUCH SUBLICENSE THAT SUCH SUBLICENSEE AGREES
TO BE BOUND BY ALL TERMS OF THIS AGREEMENT APPLICABLE TO THE
8
DEVELOPMENT AND COMMERCIALIZATION OF LICENSED PRODUCTS IN THE FIELD IN THE
TERRITORY (INCLUDING, WITHOUT LIMITATION, SECTIONS 3.2, 3.3 AND 3.4); (B)
SANOFI-AVENTIS SHALL PROVIDE WRITTEN NOTICE TO IMMUNOGEN OF ANY SUCH PROPOSED
SUBLICENSE AT LEAST [***] ([***]) DAYS PRIOR TO SUCH EXECUTION AND PROVIDE
REDACTED COPIES TO IMMUNOGEN OF EACH SUCH SUBLICENSE WITHIN [***] ([***]) DAYS
OF SUCH EXECUTION; (C) SANOFI-AVENTIS SHALL BE DEEMED TO HAVE GUARANTEED THAT
EACH SUCH SUBLICENSEE WILL FULFILL ALL OF SANOFI-AVENTIS' OBLIGATIONS UNDER THIS
AGREEMENT APPLICABLE TO THE SUBJECT MATTER OF SUCH SUBLICENSE; AND (D)
SANOFI-AVENTIS SHALL NOT BE RELIEVED OF ITS OBLIGATIONS PURSUANT TO THIS
AGREEMENT AS A RESULT OF ANY SUCH SUBLICENSE.
2.3
RETAINED RIGHTS OF IMMUNOGEN
SUBJECT TO THE OTHER TERMS OF THIS
AGREEMENT, IMMUNOGEN RETAINS THE RIGHT TO USE THE LICENSED TECHNOLOGY AND
PRACTICE THE LICENSED PATENT RIGHTS (A) TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT (INCLUDING WITHOUT LIMITATION ITS OBLIGATION TO PERFORM IMMUNOGEN
ACTIVITIES IN ACCORDANCE WITH SECTION 2.6.4 OF THIS AGREEMENT), (B) TO DEVELOP,
HAVE DEVELOPED, MAKE, HAVE MADE, USE, HAVE USED, SELL, HAVE SOLD, OFFER FOR
SALE, IMPORT, HAVE IMPORTED, EXPORT AND HAVE EXPORTED ANY PRODUCT THAT IS NOT A
LICENSED PRODUCT, AND (C) FOR ANY AND ALL USES OUTSIDE OF THE FIELD.
2.4
NO OTHER RIGHTS.
SANOFI-AVENTIS SHALL HAVE NO RIGHTS TO USE OR
OTHERWISE EXPLOIT ANY TECHNOLOGY CONTROLLED BY IMMUNOGEN EXCEPT AS EXPRESSLY SET
FORTH HEREIN.
2.5
TECHNOLOGY TRANSFER; IMMUNOGEN ACTIVITIES.
2.5.1
TRANSFER OF LICENSED TECHNOLOGY. IMMUNOGEN SHALL (A) AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE, TRANSFER TO SANOFI-AVENTIS ALL LICENSED
TECHNOLOGY (INCLUDING ANY PROTOCOLS) COMPRISING AND/OR OTHERWISE APPLICABLE TO
THE LICENSED PATENT RIGHTS NOT PREVIOUSLY TRANSFERRED TO SANOFI-AVENTIS PURSUANT
TO THE COLLABORATION AGREEMENT AND NECESSARY FOR SANOFI-AVENTIS TO PERFORM IN
SILICO RESURFACING AS CONTEMPLATED BY THIS AGREEMENT; AND (B) DURING THE
RESEARCH LICENSE TERM, PROVIDE UPDATES TO SANOFI-AVENTIS OF ANY IMPROVEMENTS
AND/OR UPDATES TO THE LICENSED TECHNOLOGY OR LICENSED PATENT RIGHTS THAT ARE
CONTROLLED BY IMMUNOGEN.
2.5.2
USE OF LICENSED TECHNOLOGY.
IN CONNECTION WITH THE TRANSFER OF THE
LICENSED TECHNOLOGY CONTEMPLATED BY SECTION 2.5.1, SANOFI-AVENTIS HEREBY AGREES
THAT (A) IT SHALL NOT USE SUCH LICENSED TECHNOLOGY FOR ANY PURPOSE OTHER THAN
EXERCISING ITS RIGHTS OR PERFORMING ITS OBLIGATIONS HEREUNDER; (B) IT SHALL USE
SUCH LICENSED TECHNOLOGY ONLY IN COMPLIANCE WITH ALL APPLICABLE LAWS; (C) IT
SHALL NOT TRANSFER ANY SUCH LICENSED TECHNOLOGY TO ANY THIRD PARTY WITHOUT THE
PRIOR WRITTEN CONSENT OF IMMUNOGEN, EXCEPT AS EXPRESSLY PERMITTED HEREBY; AND
(D) EXCEPT FOR THE RIGHTS EXPRESSLY SET FORTH HEREIN, SANOFI-AVENTIS SHALL NOT
ACQUIRE ANY OTHER RIGHTS, TITLE OR INTEREST IN OR TO SUCH LICENSED TECHNOLOGY