WITH RESPECT TO ANY PARTY, ANY PERSON THAT,
DIRECTLY OR THROUGH ONE OR MORE AFFILIATES, CONTROLS, OR IS CONTROLLED BY, OR IS
UNDER COMMON CONTROL WITH, SUCH PARTY.
FOR PURPOSES OF THIS DEFINITION,
"CONTROL" MEANS (A) OWNERSHIP OF MORE THAN FIFTY PERCENT (50%) OF THE SHARES OF
STOCK ENTITLED TO VOTE FOR THE ELECTION OF DIRECTORS IN THE CASE OF A
CORPORATION, OR MORE THAN FIFTY PERCENT (50%) OF THE EQUITY INTERESTS IN THE
CASE OF ANY OTHER TYPE OF LEGAL ENTITY, (B) STATUS AS A GENERAL PARTNER IN ANY
PARTNERSHIP, OR (C) ANY OTHER ARRANGEMENT WHEREBY A PERSON CONTROLS OR HAS THE
RIGHT TO CONTROL THE BOARD OF DIRECTORS OF A CORPORATION OR EQUIVALENT GOVERNING
BODY OF AN ENTITY OTHER THAN A CORPORATION.
1.3
"ANNUAL NET SALES" MEANS THE AGGREGATE NET SALES DURING A
PARTICULAR CALENDAR YEAR.
A-1
1.4
"ANTIBODY" MEANS A POLYCLONAL OR MONOCLONAL ANTIBODY, WHETHER
MULTIPLE OR SINGLE CHAIN, RECOMBINANT OR NATURALLY OCCURRING, WHOLE OR FRAGMENT,
AND ANY VARIANTS, DERIVATIVES OR CONSTRUCTS THEREOF, INCLUDING BUT NOT LIMITED
TO, ANTIGEN BINDING PORTIONS INCLUDING FAB, FAB', F(AB')2, FV, DAB AND CDR
FRAGMENTS, SINGLE CHAIN ANTIBODIES (SCFV), CHIMERIC ANTIBODIES, DIABODIES AND
POLYPEPTIDES (INCLUDING ANY HUMANIZED VERSIONS THEREOF) THAT CONTAIN AT LEAST A
PORTION OF AN IMMUNOGLOBULIN THAT IS SUFFICIENT TO CONFER SPECIFIC ANTIGEN
BINDING TO THE POLYPEPTIDE.
1.5
"ANTIBODY-MAY COMPOUND CONJUGATE" MEANS ANY COMPOUND CONTAINING A
CONJUGATE OF AN ANTIBODY WITH A MAY COMPOUND.
1.6
"APPLICABLE LAWS" MEANS FEDERAL, STATE, LOCAL, NATIONAL AND
SUPRA-NATIONAL LAWS, STATUTES, RULES AND REGULATIONS, INCLUDING ANY RULES,
REGULATIONS, GUIDANCE, GUIDELINES OR REQUIREMENTS OF REGULATORY AUTHORITIES,
NATIONAL SECURITIES EXCHANGES OR SECURITIES LISTING ORGANIZATIONS, THAT MAY BE
IN EFFECT FROM TIME TO TIME DURING THE TERM AND APPLICABLE TO A PARTICULAR
ACTIVITY HEREUNDER.
1.7
"BUSINESS DAY" MEANS A DAY ON WHICH BANKING INSTITUTIONS IN NEW
YORK, NEW YORK ARE OPEN FOR BUSINESS.
1.8
"CALENDAR QUARTER" MEANS THE PERIOD BEGINNING ON THE EFFECTIVE
DATE AND ENDING ON THE LAST DAY OF THE CALENDAR QUARTER IN WHICH THE EFFECTIVE
DATE FALLS, AND THEREAFTER EACH SUCCESSIVE PERIOD OF THREE (3) CONSECUTIVE
CALENDAR MONTHS ENDING ON MARCH 31, JUNE 30, SEPTEMBER 30 OR DECEMBER 31.
1.9
"CALENDAR YEAR" MEANS EACH SUCCESSIVE PERIOD OF TWELVE (12) MONTHS
COMMENCING ON JANUARY 1 AND ENDING ON DECEMBER 31.
1.10
"CLINICAL MATERIALS" MEANS ANY SUPPLIES OF MAY COMPOUND OR LICENSED
PRODUCT MANUFACTURED BY IMMUNOGEN IN ACCORDANCE WITH ALL APPLICABLE LAWS
(INCLUDING GMP) AND APPLICABLE SPECIFICATIONS FOR USE IN HUMAN CLINICAL TESTING
UP TO AND INCLUDING NON-PIVOTAL PHASE IIB STUDIES.
1.11
"COLLABORATION AGREEMENT" MEANS THAT CERTAIN COLLABORATION AND
LICENSE AGREEMENT DATED AS OF JULY 30, 2003, AS AMENDED, BY AND BETWEEN
IMMUNOGEN AND AVENTIS PHARMACEUTICALS, INC., THE PREDECESSOR IN INTEREST TO
SANOFI-AVENTIS.
1.12
"COMMERCIALIZATION" OR "COMMERCIALIZE" MEANS ANY AND ALL ACTIVITIES
DIRECTED TO THE COMMERCIALIZATION OF A LICENSED PRODUCT, INCLUDING PRE-LAUNCH
AND LAUNCH ACTIVITIES, MARKETING, MANUFACTURING FOR COMMERCIAL SALE, PROMOTING,
DETAILING, DISTRIBUTING, OFFERING TO SELL AND SELLING A LICENSED PRODUCT,
IMPORTING A LICENSED PRODUCT FOR SALE, CONDUCTING ADDITIONAL HUMAN CLINICAL
TRIALS AND INTERACTING WITH REGULATORY