AFTER [***] ([***]) MONTHS FROM
THE OPTION GRANT DATE BY PROVIDING WRITTEN NOTICE OF TERMINATION TO IMMUNOGEN,
WHICH NOTICE SHALL IDENTIFY THE OPTIONED TARGET TO BE TERMINATED (EACH, A
"TERMINATED OPTION").
UPON TERMINATION OF AN OPTION AS PROVIDED IN THIS SECTION
2.2.4, SANOFI-AVENTIS SHALL HAVE THE RIGHTS SET FORTH IN SECTION 2.2.3 ABOVE, AS
IF THE TERMINATED OPTION WERE AN EXPIRED OPTION (SUBJECT TO NOTICE, AVAILABILITY
AND OTHER LIMITATIONS SET FORTH IN THIS SECTION 2.2), AND AT SUCH TIME OR
THEREAFTER SANOFI-AVENTIS MAY SELECT AND BE GRANTED ANOTHER OPTION TO REPLACE
THE TERMINATED OPTION, SUBJECT TO LIMITATIONS ON THE NUMBER OF OPTIONS SET FORTH
IN SECTION 2.2.1.
2.2.5
NON-OPTIONED TARGET: REQUEST FOR EXCLUSIVE LICENSE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SANOFI-AVENTIS MAY
AT ANY TIME DURING THE RESEARCH TERM REQUEST THE GRANT BY IMMUNOGEN OF AN
EXCLUSIVE LICENSE TO ANY TARGET THAT IS NOT AN OPTIONED TARGET BY GIVING WRITTEN
NOTICE TO IMMUNOGEN (THE "LICENSE REQUEST"), WHICH LICENSE REQUEST SHALL SPECIFY
IN REASONABLE DETAIL THE TARGET.
IMMUNOGEN SHALL PROVIDE A WRITTEN RESPONSE
(THE "LICENSE RESPONSE") TO SANOFI-AVENTIS WITHIN [***] ([***]) BUSINESS DAYS OF
ANY LICENSE REQUEST SPECIFYING WHETHER OR NOT THE TARGET SPECIFIED IN THE
LICENSE REQUEST IS AVAILABLE TO BE THE SUBJECT OF AN EXCLUSIVE LICENSE AND, IF
UNAVAILABLE, THE REASONS FOR SUCH UNAVAILABILITY AS SET FORTH IN SECTION 2.2.1.
AS PROMPTLY AS POSSIBLE FOLLOWING THE ISSUANCE BY IMMUNOGEN OF A LICENSE
RESPONSE INDICATING THAT THE TARGET IS AVAILABLE TO BE THE SUBJECT OF AN
EXCLUSIVE LICENSE (A) THE PARTIES SHALL EXECUTE A LICENSE AGREEMENT IN THE FORM
OF APPENDIX A ATTACHED HERETO.
UPON EXECUTION OF SUCH LICENSE AGREEMENT, SUCH
TARGET SHALL BECOME A LICENSED TARGET AND THE LICENSED PATENT RIGHTS AND
LICENSED TECHNOLOGY (AS DEFINED IN THE
7
LICENSE AGREEMENT) SHALL BE EXCLUSIVELY LICENSED WITH RESPECT TO SUCH LICENSED
TARGET TO SANOFI-AVENTIS ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN
THE RELEVANT LICENSE AGREEMENT.
2.2.6
DISCUSSIONS REGARDING TARGETS.
IMMUNOGEN AGREES, UPON THE REQUEST
OF SANOFI-AVENTIS, TO CONFER WITH SANOFI-AVENTIS ON WHETHER IMMUNOGEN REASONABLY
EXPECTS ANY TARGET IDENTIFIED BY SANOFI-AVENTIS WILL REMAIN AVAILABLE TO BECOME
AN OPTIONED TARGET AND/OR LICENSED TARGET, PROVIDED, THAT UNDER NO CIRCUMSTANCES
SHALL ANY SUCH DISCUSSIONS BE DEEMED BY SANOFI-AVENTIS TO BE A COMMITMENT BY
IMMUNOGEN WITH RESPECT TO ANY SUCH TARGET.
2.3
NON-EXCLUSIVE RESEARCH LICENSE; OPTION FOR EXCLUSIVE RESEARCH
LICENSE.
2.3.1
NON-EXCLUSIVE RESEARCH LICENSE.
IMMUNOGEN HEREBY GRANTS
SANOFI-AVENTIS A NON-EXCLUSIVE, ROYALTY-FREE LICENSE DURING THE RESEARCH TERM,
WITHOUT THE RIGHT TO GRANT SUBLICENSES, UNDER THE LICENSED TECHNOLOGY AND
LICENSED PATENT RIGHTS WITH RESPECT TO ANY TARGET THAT IS NOT AN OPTIONED TARGET
OR A LICENSED TARGET (INCLUDING ANY OPTIONED TARGET THAT IS THE SUBJECT OF AN
EXPIRED OPTION AND/OR TERMINATED OPTION), TO (A) CONDUCT SAFETY AND OTHER
PRECLINICAL STUDIES IN VITRO AND TOXICITY STUDIES IN VIVO IN ANY NON-HUMAN
SPECIES WITH ANY AB-MAY PRODUCT DIRECTED AT SUCH TARGET, (B) TO MANUFACTURE
AB-MAY PRODUCT SOLELY FOR USE IN SUCH STUDIES AND (C) TO MANUFACTURE AND
CONJUGATE MAY COMPOUNDS THAT DO