Common use of Transfer Activities Clause in Contracts

Transfer Activities. ImmunoGen has requested [***] to transfer ownership of IND [***] (AVE1642) (the “AVE1642 IND”) to ImmunoGen, and will use commercially reasonable efforts to cause such transfer to be effected as promptly as practicable; provided that ImmunoGen shall be under no obligation to accept the transfer of the AVE1642 IND unless and until it has been placed on inactive status, the final clinical study report has been filed and all reporting obligations of the IND holder have been satisfied. If and when [***] transfers ownership of the AVE1642 IND to ImmunoGen, it shall so notify Licensee and, upon Licensee’s request, ImmunoGen agrees to provide a letter to the FDA and Licensee granting Licensee the right to reference the AVE1642 IND. ImmunoGen makes no representation or warranty to Licensee as to the accuracy or completeness of any of the information contained in the AVE1642 IND, or in the adequacy or sufficiency of the right to reference the AVE1642 IND for Licensee’s purpose in Developing Products. ImmunoGen shall transfer the Licensed Material listed to Licensee as promptly as possible after the Effective Date. If, after the Effective Date, ImmunoGen identifies any materials or documentation, or otherwise becomes aware of any materials or documentation, other than Licensed Material listed on Schedule 1.41, that is Controlled by ImmunoGen as of the Effective Date and necessary or useful to Develop, Manufacture, Commercialize, or otherwise exploit the Products, then such additional materials or documentation shall be deemed to be included within the definition of “Licensed Material” for all purposes under this Agreement, and ImmunoGen shall promptly transfer such materials and documents to Licensee. For purposes of clarity, ImmunoGen shall provide Licensee with full access to the information included in the AVE1642 IND, when and if such information has been transferred by [***] to ImmunoGen, and to make copies thereof (at Licensee’s expense), but ImmunoGen shall have no obligation to transfer ownership of the AVE1642 IND to Licensee.