OBLIGATION TO WHICH SUCH PARTY IS BOUND IN ANY MATERIAL RESPECT, (C)
ANY REQUIREMENT OF ANY APPLICABLE LAW, OR (D) ANY ORDER, WRIT, JUDGMENT,
INJUNCTION, DECREE, DETERMINATION OR AWARD OF ANY COURT OR GOVERNMENTAL AGENCY
PRESENTLY IN EFFECT APPLICABLE TO SUCH PARTY.
8.1.3
BINDING AGREEMENT.
THIS AGREEMENT IS A LEGAL, VALID AND BINDING
OBLIGATION OF SUCH PARTY ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS AND
CONDITIONS.
8.1.4
NO INCONSISTENT OBLIGATION.
IT IS NOT UNDER ANY OBLIGATION,
CONTRACTUAL OR OTHERWISE, TO ANY PERSON THAT CONFLICTS WITH OR IS INCONSISTENT
IN ANY RESPECT WITH THE TERMS OF THIS AGREEMENT OR THAT WOULD IMPEDE THE
DILIGENT AND COMPLETE FULFILLMENT OF ITS OBLIGATIONS HEREUNDER.
8.2
ADDITIONAL REPRESENTATIONS OF IMMUNOGEN.
IMMUNOGEN FURTHER
REPRESENTS AND WARRANTS TO SANOFI-AVENTIS, AS OF THE EFFECTIVE DATE, AS FOLLOWS:
8.2.1
LICENSED PATENT RIGHTS.
ALL LICENSED PATENT RIGHTS EXISTING AS OF
THE EFFECTIVE DATE ARE EXISTING AND, TO IMMUNOGEN'S KNOWLEDGE, NO SUCH LICENSED
PATENT RIGHTS ARE INVALID OR UNENFORCEABLE.
IMMUNOGEN HAS THE RIGHT TO ENFORCE
THE LICENSED PATENT RIGHTS EXISTING AS OF THE EFFECTIVE DATE.
8.2.2
CLAIMS OR JUDGMENTS.
THERE ARE NO CLAIMS, JUDGMENT OR SETTLEMENTS
22
AGAINST IMMUNOGEN PENDING, OR TO IMMUNOGEN'S KNOWLEDGE, THREATENED, THAT
INVALIDATE OR SEEK TO INVALIDATE THE LICENSED PATENT RIGHTS EXISTING AS OF THE
EFFECTIVE DATE.
8.2.3
RIGHT TO TECHNOLOGY.
IMMUNOGEN HAS THE FULL RIGHT, POWER AND
AUTHORITY TO GRANT THE LICENSES UNDER THE LICENSED TECHNOLOGY AND THE LICENSED
PATENT RIGHTS EXISTING AS OF THE EFFECTIVE DATE GRANTED PURSUANT TO THIS
AGREEMENT.
IMMUNOGEN IS THE SOLE AND EXCLUSIVE OWNER OR THE EXCLUSIVE LICENSEE
OF THE RIGHT, TITLE, AND INTEREST IN AND TO THE LICENSED TECHNOLOGY AND THE
LICENSED PATENT RIGHTS, FREE AND CLEAR OF ANY LIENS, CHARGES OR ENCUMBRANCES,
INCLUDING, WITHOUT LIMITATION, ALL PATENT RIGHTS INCLUDED THEREIN, AND NO THIRD
PARTY HAS ANY RIGHT, TITLE OR INTEREST IN OR TO THE LICENSED TECHNOLOGY AND THE
LICENSED PATENT RIGHTS.
8.2.4
NO INFRINGEMENT.
TO IMMUNOGEN'S KNOWLEDGE, NO THIRD PARTY IS
INFRINGING, OR THREATENING TO INFRINGE, THE LICENSED PATENT RIGHTS EXISTING AS
OF THE EFFECTIVE DATE NOR DOES IMMUNOGEN HAVE ANY KNOWLEDGE OF ANY PATENT,
PATENT APPLICATION OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY WHICH
COULD MATERIALLY AND ADVERSELY AFFECT THE ABILITY OF SANOFI-AVENTIS TO EXERCISE
OR EXPLOIT ANY OF THE RIGHTS OR LICENSES GRANTED TO IT PURSUANT TO THIS
AGREEMENT.
8.2.5
NO LITIGATION.
THERE IS NO PENDING OR, TO IMMUNOGEN'S KNOWLEDGE,
THREATENED, LITIGATION THAT ALLEGES THAT THE PROPOSED ACTIVITIES OF
SANOFI-AVENTIS UNDER THIS AGREEMENT WOULD INFRINGE OR MISAPPROPRIATE ANY
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
9.
INDEMNIFICATION
9.1
INDEMNIFICATION OF SANOFI-AVENTIS BY IMMUNOGEN.
IMMUNOGEN SHALL
INDEMNIFY, DEFEND AND HOLD HARMLESS SANOFI-AVENTIS, ITS AFFILIATES, THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, AND THEIR RESPECTIVE
SUCCESSORS, HEIRS AND ASSIGNS (COLLECTIVELY, THE "SANOFI-AVENTIS INDEMNITEES"),
AGAINST ALL LIABILITIES, DAMAGES, LOSSES AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES OF LITIGATION)
(COLLECTIVELY, "LOSSES") INCURRED BY OR IMPOSED UPON THE SANOFI-AVENTIS
INDEMNITEES, OR ANY ONE OF THEM, AS A DIRECT RESULT OF CLAIMS, SUITS, ACTIONS,
DEMANDS OR