[***]is
applied to [***]of[***], other than the Product, then such Royalty reduction
shall be based on a [***]of the license to the Product; and (ii) in no event
shall [***]provisions of this Section 8.4.5(b) [***]the [***](in each[***])
hereunder by more than [***]([***])[***].
To the extent any such [***]or other
[***](other than[***]) [***]by [***]under this Section 8.4.5(b) are not able to
be [***]by [***]in the [***]in which they are [***]by[***], then [***]may
continue such [***]in [***]until such [***]or other [***]is[***].
(c)
In no event shall all [***]provisions of Sections 8.4.4 and
8.4.5(a) and (b) [***]the [***]hereunder to [***]than [***]([***]) of [***].
(d)
All Royalties then in effect on a Product in a particular country
shall be [***]by [***](e.g., a [***]([***]) [***]shall be [***]to [***]and
[***]([***])) during the [***](as defined below) in the event that a [***]sells
a [***](as defined below) in such[***].
For purposes of this Section 8.4.5(d),
a "[***]" shall mean a[***], other than any [***]on the [***]as of the Effective
Date, which includes an [***]or[***], as applicable, that is [***]against the
[***]as a [***]and the term "[***]" shall mean the [***]during which the [***]of
the [***]by such [***]in the relevant [***]are [***]to at [***]([***]) of
[***]or [***]of the relevant [***]in such[***].
Portions of the exhibit, indicated by the mark "[***]," were omitted and have
been filed separately with the Securities and Exchange Commission pursuant to
the Registrant's application requesting confidential treatment pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
49
(e)
All Royalties then in effect on a Product in a particular country
shall [***]on the [***]of (i) the [***]on which the [***]of [***]in such
[***]are [***]to at least [***]([***]) of [***]or [***]of the relevant [***]in
such[***], or (ii) the [***]on which a [***]is [***]in such country where the
laws or regulations of such [***]permit [***]of [***]of a[***].
For purposes of
this Section 8.4.5, a "[***]" shall mean a [***]that [***]the same [***]as a
[***]([***]may vary) and is [***]to such[***].
(f)
If [***]reasonably and in good faith believes that a [***]is
required in order to permit Aventis to Commercialize a Product in a particular
[***]with a[***], [***]may notify [***]of such belief and its basis therefor
and, if such notification is made, the Parties shall [***]as [***]as [***]to
discuss in good faith whether a [***]to the [***]for such [***]in such [***]is
appropriate.
8.4.6
Development Costs.
Except as otherwise provided in this Agreement,
Development costs for all Products shall be borne one hundred percent (100%) by
Aventis.
ARTICLE 9
ROYALTY PAYMENTS; REPORTING; BOOKS AND RECORDS
9.1
Reports and Payments.
9.1.1
Statements and Payment.
Aventis shall deliver to ImmunoGen, within
thirty (30) days after the end of each Calendar Quarter, a report setting forth
for such Calendar Quarter the following information for each Product: (i) Net
Sales of such Product or[***], on a country-by-country basis, (ii) the basis for
any reductions to the Royalties payable due to the application of Sections 8.4.3
and 8.4.4, as applicable (iii) the Royalties due to ImmunoGen on account of
sales