EXCEPT AS SET FORTH HEREIN, EITHER PARTY
MAY TERMINATE THIS AGREEMENT, EFFECTIVE IMMEDIATELY UPON WRITTEN NOTICE TO THE
OTHER PARTY, FOR A BREACH BY THE OTHER PARTY OF ANY MATERIAL TERM OF THIS
AGREEMENT THAT REMAINS UNCURED [***] ([***]) DAYS ([***] ([***]) DAYS IN THE
EVENT THAT THE BREACH IS A FAILURE OF SANOFI-AVENTIS TO MAKE ANY PAYMENT
REQUIRED HEREUNDER) AFTER THE NON-BREACHING PARTY FIRST GIVES WRITTEN NOTICE OF
SUCH
A-24
BREACH TO THE OTHER PARTY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH
HEREIN, (A) IF THE ASSERTED BREACH IS CURED OR SHOWN TO BE NON-EXISTENT WITHIN
THE APPLICABLE CURE PERIOD, THE NOTICE OF BREACH HEREUNDER SHALL BE DEEMED
AUTOMATICALLY WITHDRAWN; AND (B) A MATERIAL BREACH BY A PARTY SHALL NOT GIVE
RISE TO THE TERMINATION RIGHT UNDER THIS SECTION 7.2.1 TO THE EXTENT SUCH
MATERIAL BREACH ARISES FROM A FORCE MAJEURE EVENT AS DESCRIBED IN SECTION 10.11,
PROVIDED, THAT THE PARTY BREACHING THIS AGREEMENT SHALL HAVE THE BURDEN OF
DEMONSTRATING THE OCCURRENCE OF A FORCE MAJEURE.
NOTWITHSTANDING THE FOREGOING,
A PARTY MAY NOT TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 7.2.1 AT A
TIME WHEN SUCH PARTY HAS COMMITTED A BREACH OF A MATERIAL TERM OF THIS AGREEMENT
WHICH REMAINS UNCURED.
7.2.2
TERMINATION FOR INSOLVENCY.
IN THE EVENT THAT EITHER PARTY FILES
FOR PROTECTION UNDER BANKRUPTCY LAWS, MAKES AN ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, APPOINTS OR SUFFERS APPOINTMENT OF A RECEIVER OR TRUSTEE OVER ITS
PROPERTY, FILES A PETITION UNDER ANY BANKRUPTCY OR INSOLVENCY ACT OR HAS ANY
SUCH PETITION FILED AGAINST IT WHICH IS NOT DISCHARGED WITHIN [***] ([***]) DAYS
OF THE FILING THEREOF, THEN THE OTHER PARTY MAY TERMINATE THIS AGREEMENT
EFFECTIVE IMMEDIATELY UPON WRITTEN NOTICE TO SUCH PARTY.
IN CONNECTION
THEREWITH, ALL RIGHTS AND LICENSES GRANTED UNDER THIS AGREEMENT ARE, AND SHALL
BE DEEMED TO BE, FOR PURPOSES OF SECTION 365(N) OF THE UNITED STATES BANKRUPTCY
CODE, LICENSES OF RIGHTS TO "INTELLECTUAL PROPERTY" AS DEFINED UNDER
SECTION 101(56) OF THE UNITED STATES BANKRUPTCY CODE.
IN THE EVENT THAT EITHER
PARTY UNDERGOES A VOLUNTARY DISSOLUTION OR WINDING-UP OF ITS AFFAIRS, THEN THE
OTHER PARTY MAY TERMINATE THIS AGREEMENT EFFECTIVE IMMEDIATELY UPON WRITTEN
NOTICE TO SUCH PARTY.
7.2.3
Sanofi-aventis Termination Without Cause.
Sanofi-aventis shall
have the right, in its sole discretion, to terminate this Agreement upon [***]
([***]) month's written notice to ImmunoGen.
7.3
CONSEQUENCES OF TERMINATION OF AGREEMENT.
IN THE EVENT OF THE
TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 7.2, THE FOLLOWING PROVISIONS
SHALL APPLY, AS APPLICABLE.
7.3.1
TERMINATION BY IMMUNOGEN UNDER SECTION 7.2.1 OR BY SANOFI-AVENTIS
UNDER SECTION 7.2.3.
IF THIS AGREEMENT IS TERMINATED BY IMMUNOGEN PURSUANT TO
SECTION 7.2.1 OR BY SANOFI-AVENTIS UNDER SECTION 7.2.3:
(A)
ALL OF THE LICENSES GRANTED BY IMMUNOGEN TO SANOFI-AVENTIS
PURSUANT TO SECTION 2.1.1 SHALL IMMEDIATELY TERMINATE; AND
(B)
EACH PARTY SHALL PROMPTLY RETURN OR DESTROY ALL CONFIDENTIAL
INFORMATION OF THE OTHER PARTY THAT ARE NOT SUBJECT TO A CONTINUING LICENSE
HEREUNDER, PROVIDED THAT EACH PARTY MAY RETAIN ONE COPY OF THE CONFIDENTIAL
INFORMATION OF THE OTHER