PARTY'S CONFIDENTIAL
INFORMATION (A) AS REASONABLY NECESSARY TO FILE, PROSECUTE OR MAINTAIN PATENTS
OR PATENT APPLICATIONS, OR TO FILE, PROSECUTE OR DEFEND LITIGATION RELATED TO
PATENTS OR PATENT APPLICATIONS, IN ACCORDANCE WITH THIS AGREEMENT; OR (B) AS
REQUIRED BY APPLICABLE LAWS, PROVIDED THAT, IN THE CASE OF ANY DISCLOSURE UNDER
THIS CLAUSE (B), THE DISCLOSING PARTY SHALL (1) IF PRACTICABLE, PROVIDE THE
OTHER PARTY WITH REASONABLE ADVANCE NOTICE OF AND AN OPPORTUNITY TO COMMENT ON
ANY SUCH REQUIRED DISCLOSURE, (2) IF REQUESTED BY THE OTHER PARTY, COOPERATE IN
ALL REASONABLE RESPECTS WITH THE OTHER PARTY'S EFFORTS TO OBTAIN CONFIDENTIAL
TREATMENT OR A PROTECTIVE ORDER WITH RESPECT TO ANY SUCH DISCLOSURE, AT THE
OTHER PARTY'S EXPENSE AND (3) USE GOOD FAITH EFFORTS TO INCORPORATE THE COMMENTS
OF SUCH OTHER PARTY IN ANY SUCH DISCLOSURE OR REQUEST FOR CONFIDENTIAL TREATMENT
OR A PROTECTIVE ORDER.
4.1.3
EMPLOYEES AND CONSULTANTS.
IMMUNOGEN AND SANOFI-AVENTIS EACH
HEREBY REPRESENTS THAT ALL OF ITS EMPLOYEES AND CONSULTANTS, AND ALL OF THE
EMPLOYEES AND CONSULTANTS OF ITS AFFILIATES, WHO PARTICIPATE IN THE ACTIVITIES
CONTEMPLATED BY THIS AGREEMENT OR HAVE ACCESS TO CONFIDENTIAL INFORMATION OF THE
OTHER PARTY ARE OR WILL, PRIOR TO THEIR PARTICIPATION OR ACCESS, BE BOUND BY
WRITTEN OBLIGATIONS TO MAINTAIN SUCH CONFIDENTIAL INFORMATION IN CONFIDENCE AND
NOT TO USE SUCH INFORMATION EXCEPT AS EXPRESSLY PERMITTED HEREUNDER.
EACH PARTY
AGREES TO USE, AND TO CAUSE ITS AFFILIATES TO USE, REASONABLE EFFORTS TO ENFORCE
SUCH OBLIGATIONS.
4.2
PUBLICITY.
THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS
AGREEMENT CONSTITUTE CONFIDENTIAL INFORMATION OF EACH PARTY AND MAY NOT BE
DISCLOSED EXCEPT AS PERMITTED BY SECTION 4.1.2.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN SECTION 4.1, THE PARTIES, UPON THE EXECUTION OF THIS AGREEMENT,
SHALL MUTUALLY AGREE TO A PRESS RELEASE WITH RESPECT TO THIS AGREEMENT AND
EITHER PARTY MAY MAKE SUBSEQUENT PUBLIC DISCLOSURE OF THE CONTENTS OF SUCH PRESS
RELEASE WITHOUT FURTHER APPROVAL OF THE OTHER PARTY.
AFTER ISSUANCE OF SUCH
PRESS RELEASE, EXCEPT AS REQUIRED BY APPLICABLE LAWS, NEITHER PARTY SHALL ISSUE
A PRESS OR NEWS RELEASE OR MAKE ANY SIMILAR PUBLIC ANNOUNCEMENT (OTHER THAN
PUBLICATION IN SCIENTIFIC JOURNALS, IN ADVERTISING MATERIALS AND BROCHURES, OR
PRESENTATION AT SCIENTIFIC CONFERENCES AND MEETINGS AND THE LIKE THAT ARE
INTENDED TO BE COVERED BY, AND ARE ISSUED IN COMPLIANCE WITH, SECTION 4.3)
RELATED TO EVENTS ARISING UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT
OF THE OTHER PARTY, PROVIDED THAT NOTWITHSTANDING THE FOREGOING, IMMUNOGEN
SHALL BE EXPRESSLY PERMITTED TO PUBLICLY ANNOUNCE THE EXERCISE OF AN OPTION
UNDER SECTION 2.1.3, PROVIDED, HOWEVER, THAT THE TEXT OF SUCH ANNOUNCEMENT SHALL
BE MUTUALLY AGREED TO BY THE PARTIES.
4.3
PUBLICATIONS AND PRESENTATIONS.
THE PARTIES ACKNOWLEDGE THAT
SCIENTIFIC PUBLICATIONS AND PRESENTATIONS MUST BE STRICTLY MONITORED TO PREVENT
ANY ADVERSE EFFECT FROM PREMATURE PUBLICATION OR DISSEMINATION OF RESULTS OF THE
ACTIVITIES HEREUNDER.
EACH PARTY AGREES THAT, EXCEPT AS REQUIRED BY APPLICABLE
LAWS, IT SHALL NOT PUBLISH OR PRESENT, OR PERMIT TO BE
11
PUBLISHED OR PRESENTED, THE RESULTS OF THE RESEARCH CONDUCTED BY SANOFI-AVENTIS
UNDER OR PURSUANT