ANY TIME OR TIMES TO REQUIRE PERFORMANCE OF ANY PROVISIONS SHALL IN NO MANNER
AFFECT THE RIGHTS AT A LATER TIME TO ENFORCE THE SAME. NO WAIVER BY EITHER PARTY
OF ANY CONDITION OR OF THE BREACH OF ANY TERM CONTAINED IN THIS AGREEMENT,
WHETHER BY CONDUCT, OR OTHERWISE, IN ANY ONE OR MORE INSTANCES, SHALL BE DEEMED
TO BE, OR CONSIDERED AS, A FURTHER OR CONTINUING WAIVER OF ANY SUCH CONDITION OR
OF THE BREACH OF SUCH TERM OR ANY OTHER TERM OF THIS AGREEMENT.
25
10.7
NO THIRD PARTY BENEFICIARIES.
EXCEPT AS SET FORTH IN SECTIONS 9.1
AND 9.2, NO THIRD PARTY (INCLUDING, WITHOUT LIMITATION, EMPLOYEES OF EITHER
PARTY) SHALL HAVE OR ACQUIRE ANY RIGHTS BY REASON OF THIS AGREEMENT.
10.8
PURPOSES AND SCOPE.
THE PARTIES HERETO UNDERSTAND AND AGREE THAT
THIS LICENSE AGREEMENT IS LIMITED TO THE ACTIVITIES, RIGHTS AND OBLIGATIONS AS
SET FORTH IN THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED (A) TO
CREATE OR IMPLY A GENERAL PARTNERSHIP BETWEEN THE PARTIES, (B) TO MAKE EITHER
PARTY THE AGENT OF THE OTHER FOR ANY PURPOSE, (C) TO ALTER, AMEND, SUPERSEDE OR
VITIATE ANY OTHER ARRANGEMENTS BETWEEN THE PARTIES WITH RESPECT TO ANY SUBJECT
MATTERS NOT COVERED HEREUNDER, (D) TO GIVE EITHER PARTY THE RIGHT TO BIND THE
OTHER, (E) TO CREATE ANY DUTIES OR OBLIGATIONS BETWEEN THE PARTIES EXCEPT AS
EXPRESSLY SET FORTH HEREIN, OR (F) TO GRANT ANY DIRECT OR IMPLIED LICENSES OR
ANY OTHER RIGHT OTHER THAN AS EXPRESSLY SET FORTH HEREIN.
10.9
ASSIGNMENT AND SUCCESSORS.
NEITHER THIS AGREEMENT NOR ANY
OBLIGATION OF A PARTY HEREUNDER MAY BE ASSIGNED BY EITHER PARTY WITHOUT THE
CONSENT OF THE OTHER WHICH SHALL NOT BE UNREASONABLY WITHHELD, EXCEPT THAT EACH
PARTY MAY ASSIGN THIS AGREEMENT AND THE RIGHTS, OBLIGATIONS AND INTERESTS OF
SUCH PARTY, IN WHOLE OR IN PART, TO ANY OF ITS AFFILIATES, AND TO ANY THIRD
PARTY PURCHASER OF ALL OF THE CAPITAL STOCK OF SUCH PARTY OR ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS IN THE LINE OF BUSINESS TO WHICH THIS AGREEMENT
PERTAINS OR TO ANY SUCCESSOR CORPORATION RESULTING FROM ANY MERGER OR
CONSOLIDATION OF SUCH PARTY WITH OR INTO SUCH CORPORATION.
10.10
FORCE MAJEURE.
NEITHER SANOFI-AVENTIS NOR IMMUNOGEN SHALL BE LIABLE
FOR FAILURE OF OR DELAY IN PERFORMING OBLIGATIONS SET FORTH IN THIS AGREEMENT,
AND NEITHER SHALL BE DEEMED IN BREACH OF ITS OBLIGATIONS, IF SUCH FAILURE OR
DELAY IS DUE TO A FORCE MAJEURE.
IN EVENT OF SUCH FORCE MAJEURE, THE PARTY
AFFECTED SHALL USE REASONABLE EFFORTS TO CURE OR OVERCOME THE SAME AND RESUME
PERFORMANCE OF ITS OBLIGATIONS HEREUNDER.
10.11
INTERPRETATION.
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT: (A)
EACH PARTY AND ITS COUNSEL REVIEWED AND NEGOTIATED THE TERMS AND PROVISIONS OF
THIS AGREEMENT AND HAVE CONTRIBUTED TO ITS REVISION; (B) THE RULE OF
CONSTRUCTION TO THE EFFECT THAT ANY AMBIGUITIES ARE RESOLVED AGAINST THE
DRAFTING PARTY SHALL NOT BE EMPLOYED IN THE INTERPRETATION OF THIS AGREEMENT;
AND (C) UNLESS A CONTEXT OTHERWISE REQUIRES, WHEREVER USED, THE