PROVIDED THAT ANY SUCH DISCLOSURE OR TRANSFER SHALL ONLY BE MADE TO
PERSONS WHO ARE BOUND BY WRITTEN OBLIGATIONS AS DESCRIBED IN SECTION 5.1.3.
IN
ADDITION, IMMUNOGEN AND SANOFI-AVENTIS EACH AGREES THAT THE OTHER PARTY MAY
DISCLOSE ITS CONFIDENTIAL INFORMATION (A) ON A NEED-TO-KNOW BASIS TO SUCH OTHER
PARTY'S LEGAL AND FINANCIAL ADVISORS AND (B) AS REASONABLY NECESSARY IN
CONNECTION WITH AN ACTUAL OR POTENTIAL (I) PERMITTED SUBLICENSE OF SUCH OTHER
PARTY'S RIGHTS HEREUNDER, (II) DEBT OR EQUITY FINANCING OF SUCH OTHER PARTY OR
(III) PURCHASE BY ANY THIRD PARTY OF ALL OF THE CAPITAL STOCK OR ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF SUCH OTHER PARTY OR ANY MERGER OR
CONSOLIDATION INVOLVING SUCH OTHER PARTY; IF, IN EACH CASE, THE PERSON RECEIVING
SUCH CONFIDENTIAL INFORMATION OF THE OTHER PARTY AGREES IN WRITING TO MAINTAIN
THE CONFIDENTIALITY OF SUCH CONFIDENTIAL INFORMATION OF THE OTHER PARTY WITH
TERMS AT LEAST AS RESTRICTIVE AS THOSE CONTAINED IN SECTION 5.1.1.
IN ADDITION,
EACH PARTY AGREES THAT THE OTHER PARTY MAY DISCLOSE SUCH PARTY'S CONFIDENTIAL
INFORMATION (A) AS REASONABLY NECESSARY TO FILE, PROSECUTE OR MAINTAIN PATENTS
OR PATENT APPLICATIONS, OR TO FILE, PROSECUTE OR DEFEND LITIGATION
A-19
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.
5.1.3
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.
5.2
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 5.1.2.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN SECTION 5.1, THE PARTIES, UPON THE EXECUTION OF THIS AGREEMENT, MAY
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,