NOT COMPRISE AN AB-MAY PRODUCT SOLELY FOR USE AS
A CONTROL FOR ANY AB-MAY PRODUCT THAT IS DIRECTED AT AN OPTIONED TARGET.
FOR
PURPOSES OF CLARITY, SANOFI-AVENTIS SHALL HAVE NO RIGHT UNDER THE LICENSE
DESCRIBED IN THIS SECTION 2.3.1 TO CONDUCT IN VIVO EFFICACY STUDIES OF ANY
AB-MAY PRODUCT TO ANY TARGET THAT IS NOT AN OPTIONED TARGET OR LICENSED TARGET.
2.3.2
EXCLUSIVE RESEARCH LICENSE.
IMMUNOGEN HEREBY GRANTS SANOFI-AVENTIS
AN EXCLUSIVE, ROYALTY-FREE LICENSE DURING THE RESEARCH TERM, WITHOUT THE RIGHT
TO GRANT SUBLICENSES, WITH RESPECT TO ANY OPTIONED TARGET, TO (A) CONDUCT ANY
AND ALL PRECLINICAL STUDIES (INCLUDING WITHOUT LIMITATION IN VIVO EFFICACY
STUDIES) ON ANY AB-MAY PRODUCT DIRECTED AT SUCH OPTIONED TARGET; AND (B)
MANUFACTURE AB-MAY PRODUCT SOLELY FOR USE IN SUCH STUDIES.
2.3.3
USE OF SUBCONTRACTORS; BONA FIDE COLLABORATORS.
SANOFI-AVENTIS
SHALL HAVE THE RIGHT TO ENGAGE ONE OR MORE THIRD PARTY SUBCONTRACTORS TO PERFORM
DESIGNATED FUNCTIONS, OR PARTICIPATE IN BONA FIDE COLLABORATIONS, RELATED TO THE
CONDUCT OF THE ACTIVITIES DESCRIBED IN SECTION 2.3.1 AND 2.3.2, PROVIDED, THAT
(I) SANOFI-AVENTIS SHALL REMAIN RESPONSIBLE FOR THE SATISFACTORY ACCOMPLISHMENT
OF SUCH ACTIVITIES IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT; AND (II) EACH SUCH THIRD PARTY SUBCONTRACTOR OR BONA FIDE
COLLABORATOR SHALL BE BOUND TO THE SAME EXTENT THAT SANOFI-AVENTIS IS OBLIGATED
TO IMMUNOGEN UNDER THIS AGREEMENT.
2.3.4
RESEARCH RECORDS.
SANOFI-AVENTIS SHALL MAINTAIN RECORDS OF ACCESS
TO AND USE OF THE LICENSED TECHNOLOGY AND LICENSED PATENT RIGHTS.
SUCH RECORDS
SHALL BE MADE AVAILABLE TO IMMUNOGEN UPON REASONABLE REQUEST DURING BUSINESS
HOURS AND PROVIDED THAT IMMUNOGEN SHALL MAKE SUCH REQUEST NO MORE THAN ONCE PER
CALENDAR YEAR.
2.3.5
RESEARCH TERM.
SUBJECT TO THE PAYMENT OF THE RESEARCH TERM
EXERCISE FEE AS PROVIDED IN SECTION 3.2 BELOW AND TO THE EXTENSION AS PROVIDED
IN SECTION 2.3.6 BELOW, THE RESEARCH TERM SHALL COMMENCE ON THE RESEARCH TERM
EXERCISE DATE AND CONTINUE UNTIL AUGUST 31, 2011 (THE "RESEARCH TERM"), UNLESS
THIS AGREEMENT IS EARLIER TERMINATED BY EITHER PARTY
8
PURSUANT TO THE PROVISIONS OF SECTION 8.
UNLESS OTHERWISE PROVIDED IN A LICENSE
AGREEMENT OR OTHERWISE SET FORTH IN THIS AGREEMENT, UPON TERMINATION OR
EXPIRATION OF THE RESEARCH TERM, SANOFI-AVENTIS SHALL DISCONTINUE USE OF THE
LICENSED TECHNOLOGY AND LICENSED PATENT RIGHTS AND DESTROY ALL PORTIONS AND
COPIES OF THE LICENSED TECHNOLOGY AND LICENSED PATENT RIGHTS, PROVIDED, HOWEVER,
THAT SANOFI-AVENTIS SHALL HAVE THE RIGHT TO RETAIN ONE (1) COPY FOR ITS LEGAL
FILES.
2.3.6
EXTENSION OF RESEARCH TERM.
SANOFI-AVENTIS MAY EXTEND THE RESEARCH
TERM FOR ONE ADDITIONAL THREE (3) YEAR PERIOD (ENDING ON AUGUST 31, 2014) BY
PROVIDING WRITTEN NOTICE AND BY PAYING IMMUNOGEN A NON-REFUNDABLE,
NON-CREDITABLE FEE IN THE AMOUNT OF [***] [***] DOLLARS (US $[***]) BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS AT ANY TIME PRIOR TO THE EXPIRATION OF
THE RESEARCH TERM.
2.4
GRANT OF IMPROVEMENT LICENSE TO IMMUNOGEN.
SANOFI-AVENTIS HEREBY
GRANTS IMMUNOGEN A NON-EXCLUSIVE, WORLDWIDE, FULLY-PAID, IRREVOCABLE,
ROYALTY-FREE LICENSE OF PERPETUAL DURATION, WITH THE RIGHT TO GRANT SUBLICENSES
AS DESCRIBED BELOW, UNDER SANOFI-AVENTIS' INTEREST IN ANY SANOFI-AVENTIS
IMPROVEMENTS (A) TO