THAT, IN THE EVENT A LICENSEE ELECTS TO RETAIN ITS RIGHTS AS A
LICENSEE UNDER SUCH CODE, THE LICENSEE SHALL BE ENTITLED TO COMPLETE ACCESS TO
ANY TECHNOLOGY LICENSED TO IT HEREUNDER AND ALL EMBODIMENTS OF SUCH TECHNOLOGY.
SUCH EMBODIMENTS OF THE TECHNOLOGY SHALL BE DELIVERED TO THE LICENSEE NOT LATER
THAN (A) THE COMMENCEMENT OF BANKRUPTCY PROCEEDINGS AGAINST THE LICENSOR, UPON
WRITTEN REQUEST, UNLESS THE LICENSOR ELECTS TO PERFORM ITS OBLIGATIONS UNDER THE
AGREEMENT, OR (B) IF NOT DELIVERED UNDER SECTION 10.12(A) ABOVE, UPON THE
REJECTION OF THIS AGREEMENT BY OR ON BEHALF OF THE LICENSOR, UPON WRITTEN
REQUEST.
10.13
FURTHER ASSURANCES.
EACH PARTY AGREES TO EXECUTE, ACKNOWLEDGE AND
DELIVER SUCH FURTHER INSTRUCTIONS, AND TO DO ALL SUCH OTHER ACTS, AS MAY BE
NECESSARY OR APPROPRIATE IN ORDER TO CARRY OUT THE PURPOSES AND INTENT OF THIS
AGREEMENT.
10.14
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED SIMULTANEOUSLY IN ONE
OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF
WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
19
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representative in two (2) originals.
IMMUNOGEN, INC.
By:
Name:
Title:
SANOFI-AVENTIS U.S. LLC
By:
Name:
Title:
SANOFI-AVENTIS U.S. LLC
By:
Name:
Title:
20
APPENDIX A
FORM OF EXCLUSIVE LICENSE AGREEMENT
This EXCLUSIVE LICENSE AGREEMENT (this "Agreement") is entered into as of
,
, by and between ImmunoGen, Inc., a Massachusetts
corporation having a principal place of business at 128 Sidney Street,
Cambridge, Massachusetts 02139 ("ImmunoGen"), and sanofi-aventis U.S. LLC, a
limited liability company organized and existing under the laws of Delaware with
offices at 1041 Rt.202-206, Bridgewater, NJ 08807 ("sanofi-aventis").
Each of
sanofi-aventis and ImmunoGen is sometimes referred to individually herein as a
"Party" and collectively as the "Parties."
WHEREAS, the Parties executed an Option and License Agreement (as hereinafter
defined) pursuant to which ImmunoGen granted sanofi-aventis certain options to
license certain Technology Controlled by ImmunoGen; and
WHEREAS, ImmunoGen has entered into agreements based on the so-called
"Revolving-Door" structure with a number of Third Parties whereby such Third
Parties are obligated to grant back to ImmunoGen the right to such Third
Parties' improvements to Technology and Patent Rights, and pursuant to which
ImmunoGen has the right to grant access to such Third Party Improvements to
sanofi-aventis; and
WHEREAS, sanofi-aventis exercised an Option (as hereinafter defined) pursuant to
the Option and License Agreement, pursuant to which the Parties have agreed to
enter into this Agreement in accordance with the terms thereof.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and
for other good and valuable consideration, the Parties hereto, intending to be
legally bound, hereby agree as follows:
1.
DEFINITIONS
Whenever used in this Agreement with an initial capital letter, the terms
defined in this Section 1 shall have the meanings specified.
1.1
"AB-MAY PRODUCT" MEANS ANY PRODUCT CONTAINING A CONJUGATE OF A
SANOFI-AVENTIS ANTIBODY WITH A MAY COMPOUND.
1.2
"AFFILIATE" MEANS,