SET FORTH IN THE SECTION OF THIS AGREEMENT
INDICATED BELOW:
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Definition
Section
Agreement
Recitals
Claims
9.1
Covered Results
5.3
Disputed Matters
10.3.1
ImmunoGen
Recitals
ImmunoGen Indemnitees
9.2
Indemnified Party
9.3
Indemnifying Party
9.3
Infringement
6.3.1(a)
Infringement Notice
6.3.1(a)
Losses
9.1
sanofi-aventis
Recitals
sanofi-aventis Indemnitees
9.1
Party/Parties
Recitals
Supply Agreement
2.7.2
Term
7.1
Third Party Payments
4.3.3
Threshold Market Share
4.3.4
Withholding Taxes
4.3.8
2.
LICENSE GRANTS; TECHNOLOGY TRANSFER
2.1
LICENSE GRANTS.
2.1.1
LICENSE TO SANOFI-AVENTIS.
SUBJECT TO THE OTHER TERMS OF THIS
AGREEMENT, IMMUNOGEN HEREBY GRANTS TO SANOFI-AVENTIS AND ITS AFFILIATES AN
EXCLUSIVE (EVEN AS TO IMMUNOGEN) LICENSE WITHIN THE TERRITORY, INCLUDING THE
RIGHT TO GRANT SUBLICENSES AS DESCRIBED IN SECTION 2.1.2 BELOW, UNDER THE
LICENSED PATENT RIGHTS AND LICENSED TECHNOLOGY TO RESEARCH, DEVELOP, HAVE
DEVELOPED, COMMERCIALIZE AND HAVE COMMERCIALIZED LICENSED PRODUCTS, FOR ANY AND
ALL USES WITHIN THE FIELD.
2.1.2
RIGHT TO SUBLICENSE.
SANOFI-AVENTIS AND ITS AFFILIATES SHALL HAVE
THE RIGHT TO GRANT SUBLICENSES UNDER THE LICENSE GRANTED TO IT UNDER SECTION
2.1.1WITH 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 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.
2.2
RETAINED RIGHTS OF IMMUNOGEN; RESTRICTED ACTIVITIES.
SUBJECT TO
THE OTHER TERMS OF THIS AGREEMENT, IMMUNOGEN RETAINS THE RIGHT TO USE THE
LICENSED TECHNOLOGY AND
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PRACTICE THE LICENSED PATENT RIGHTS (A) TO PERFORM ITS OBLIGATIONS UNDER 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.
NOTWITHSTANDING THE FOREGOING, DURING THE TERM, IMMUNOGEN SHALL
NOT, AND SHALL CAUSE EACH OF ITS AFFILIATES TO NOT, DEVELOP OR COMMERCIALIZE, OR
GRANT ANY LICENSE OR RIGHT TO ANY THIRD PARTY TO UTILIZE, ANY TECHNOLOGY OR
PATENT RIGHTS CONTROLLED BY IMMUNOGEN OR ANY OF ITS AFFILIATES AT ANY TIME
DURING THE TERM FOR THE DEVELOPMENT OR COMMERCIALIZATION OF AN ANTIBODY-MAY
COMPOUND CONJUGATE THAT IS DIRECTED AGAINST THE LICENSED TARGET.
2.3
LICENSE TO IMMUNOGEN.
SANOFI-AVENTIS HEREBY GRANTS IMMUNOGEN A
NON-EXCLUSIVE, WORLDWIDE, FULLY-PAID, IRREVOCABLE, ROYALTY-FREE LICENSE OF
PERPETUAL DURATION UNDER SANOFI-AVENTIS' INTEREST IN ANY SANOFI-AVENTIS
IMPROVEMENTS (A) TO MANUFACTURE CLINICAL MATERIALS AND/OR PRECLINICAL MATERIALS
PURSUANT TO THE