TESTS ON THE IMCLONE MATERIALS OR THE PRODUCT.
1.2.
UNLESS THE CONTEXT REQUIRES OTHERWISE, REFERENCES TO THE SINGULAR
INCLUDE THE PLURAL AND VICE VERSA, REFERENCES TO ATTACHMENTS ARE REFERENCES TO
ATTACHMENTS TO THIS AGREEMENT, AND REFERENCES TO ARTICLES AND SECTIONS ARE
REFERENCES TO THE ARTICLES AND SECTIONS OF THIS AGREEMENT.
2.
TERM.
2.1.
THIS AGREEMENT SHALL TAKE EFFECT AS OF THE EFFECTIVE DATE AND
SHALL REMAIN IN EFFECT UNTIL THE DELIVERY OF THE *****
BATCH, UNLESS EARLIER
TERMINATED AS PROVIDED FOR IN SECTION 2.2 BELOW OR ARTICLE 16 OR EXTENDED UNDER
AN AMENDMENT TO THIS AGREEMENT.
2.2
NOT WITHSTANDING ANY TERMS IN THIS AGREEMENT TO THE CONTRARY, THE
PARTIES AGREE, THAT IMCLONE MAY TERMINATE THIS AGREEMENT UPON SIX (6) MONTHS
PRIOR WRITTEN NOTICE, WITHOUT ANY FINANCIAL PENALTY, AT ANY TIME AFTER THE
COMPLETION OF THE MINIMUM ORDER.
3.
SUPPLY BY IMCLONE.
3.1.
SUPPLY OF CELL LINE AND REFERENCE STANDARD.
IMCLONE SHALL SUPPLY
OR CAUSE TO BE SUPPLIED, SUFFICIENT PURIFIED REFERENCE STANDARD FOR THE PRODUCT
AND SUFFICIENT AMPOULES OF THE CELL LINE FROM AN APPROPRIATE CELL BANK FOR LB TO
PROVIDE THE SERVICES.
3.2.
SUPPLY OF OTHER IMCLONE MATERIALS.
IMCLONE SHALL ENSURE THE
ADEQUATE AND TIMELY SUPPLY OF FURTHER AMOUNTS OF THE IMCLONE MATERIALS IN
SUFFICIENT QUANTITY TO FACILITATE LB'S PERFORMANCE OF THE SERVICES.
LB MUST
PROVIDE IMCLONE TIMELY NOTICE, IN WRITING, OF ITS REQUIREMENTS FOR IMCLONE
MATERIALS.
[*****] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
11
3.3.
RIGHTS IN IMCLONE INFORMATION, IMCLONE PATENT RIGHTS AND IMCLONE
MATERIALS.
IMCLONE HEREBY GRANTS LB THE NON-EXCLUSIVE RIGHT TO USE THE IMCLONE
INFORMATION, THE IMCLONE PATENT RIGHTS AND THE IMCLONE MATERIALS SOLELY FOR THE
PURPOSE OF LB PERFORMING SERVICES FOR IMCLONE UNDER THIS AGREEMENT.
WITHOUT
PREJUDICE TO ANY OTHER RIGHTS VESTED IN LB PURSUANT TO PRE-EXISTING OR FUTURE
AGREEMENTS BETWEEN THE PARTIES OR THEIR AFFILIATES, LB WILL NOT USE THE IMCLONE
INFORMATION, IMCLONE PATENT RIGHTS OR IMCLONE MATERIALS (OR ANY PART THEREOF)
FOR ANY OTHER PURPOSE WITHOUT IMCLONE'S PRIOR WRITTEN CONSENT.
EXCEPT AS SET
FORTH IN THIS SECTION 3.3, NO LICENSES ARE GRANTED TO LB TO USE THE IMCLONE
MATERIALS, THE IMCLONE PATENT RIGHTS OR THE IMCLONE INFORMATION, AND NO LICENSES
SHALL ARISE OR BE DEEMED TO HAVE ARISEN BY DEFAULT, ESTOPPEL OR OTHERWISE.
3.4.
LB OBLIGATIONS REGARDING IMCLONE MATERIALS.
LB SHALL:
3.4.1.
AT ALL TIMES USE ALL REASONABLE ENDEAVORS TO KEEP THE IMCLONE
MATERIALS AND RAW MATERIALS SECURE AND SAFE FROM LOSS AND DAMAGE IN SUCH MANNER
AS LB STORES ITS OWN MATERIALS OF SIMILAR NATURE;
3.4.2.
NOT PART WITH POSSESSION OF THE IMCLONE MATERIALS OR THE PRODUCT,
SAVE FOR THE PURPOSE OF TESTS AT THE TESTING LABORATORIES OR AS DIRECTED BY
IMCLONE; AND
3.4.3.
CAUSE ALL TESTING LABORATORIES TO BE SUBJECT TO CONFIDENTIALITY AND
LIMITED-USE OBLIGATIONS NO LESS ONEROUS THAN THOSE CONFIDENTIALITY AND
LIMITED-USE OBLIGATIONS IMPOSED ON LB UNDER THIS AGREEMENT.
3.5.
NO OTHER LICENSE.
WITHOUT PREJUDICE TO LB'S RIGHT