Exhibit 10.7
SANOFI-AVENTIS AND IMMUNOGEN
CONFIDENTIAL
Execution
Copy
AMENDMENT NO. 3 TO
THE
COLLABORATION AND LICENSE
AGREEMENT
This Amendment No. 3 to the
Collaboration and License Agreement (this “Third
Amendment”) is effective as of August 31, 2008 (the
“Third Amendment Effective Date”) by and between
ImmunoGen, Inc., a Massachusetts corporation with a principal
office at 830 Winter Street, Waltham, Massachusetts 02451
(“ImmunoGen”), and sanofi-aventis U. S. LLC, a Delaware
limited liability company with a offices at 1041 Rt. 202-206,
Bridgewater, NJ 08807 (“sanofi-aventis”).
Capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to such terms in the Collaboration and
License Agreement (the “Agreement”) dated as of
July 30, 2003 (the “Agreement Effective Date”) by
and between ImmunoGen and Aventis Pharmaceuticals, Inc.
(“Aventis”), as amended August 31, 2006 and
October 11, 2007.
WHEREAS, on the Agreement Effective
Date, ImmunoGen and Aventis, the predecessor in interest to
sanofi-aventis, entered into the Agreement for the purpose of
collaborating on the identification and validation of targets for
use in the discovery of antibodies and antibody-drug conjugates in
the Collaborative Focus Area (as defined in the Agreement) and in
the development and commercialization of such antibodies and
antibody-drug conjugates; and
WHEREAS, the Parties hereto desire
to amend the Agreement as set forth herein and to set forth certain
additional terms applicable to the Agreement, as so
amended.
NOW, THEREFORE, in consideration of
the mutual covenants contained herein, and for other good and
valuable consideration, the Parties hereto, intending to be legally
bound, hereby agree as follows:
1.
Amendments to
Agreement .
(a)
New Sections 1.95 and 1.96 are
hereby added to the Agreement which shall provide as
follows:
“ 1.95
“Consumer Price
Index” means the
Consumer Price Index for All Urban Consumers (Current Series) in
the Northeast Region published from time to time by the Bureau of
Labor Statistics of the United States Department of
Labor.
1.96
“FTE Rate”
means, for the first Calendar Year
commencing on November 1, 2008, $[***]; and, for each Calendar
Year thereafter, the result obtained by multiplying $[***] by the
sum of (1 + CPI) where CPI is a fraction, the numerator of which is
the difference between the Consumer Price Index as of the last
month of the immediately preceding Calendar Year and the Consumer
Price
Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with
the Secretary of the Commission pursuant to the Company’s
application requesting confidential treatment under
Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
Index as of October 2008 and
the denominator of which is the Consumer Price Index as of
October 2008.”
(b)
Section 2.3.5 of the Agreement
is hereby amended by adding the following at the end of such
provision:
“Following the Third Amendment
Effective Date, the responsibilities of the Joint Research
Committee that continue after the conclusion of the Research
Program shall be assumed and performed by the Joint Development
Committee, and the Joint Research Committee shall cease to
exist. For the sake of clarity, the Parties do not intend for
the Joint Development Committee to be a decision making body, but
instead, it shall serve as an information exchange and consultation
forum.”
(c)
Section 2.8.1 of the Agreement
is hereby amended by deleting the last sentence thereof in its
entirety.
(d)
Section 2.8.4 of the Agreement
is hereby deleted in its entirety and replaced with the
following:
“ 2.8.4
Dropped Targets
. If at any time Aventis
determines in good faith that the evaluation of any Antibody Target
or a Program Target should be discontinued, then Aventis will
inform ImmunoGen that the Antibody Target or Program Target should
be dropped from the scope of this Agreement. ImmunoGen shall
review whether each such determination was made in good faith and
if so shall confirm such determination as soon as reasonably
practicable. Thereafter, such Antibody Target or Program
Target shall be deemed to be a “ Dropped Target
.” Notwithstanding the foregoing,
Schedule 2.14 attached hereto identifies all Antibody
Targets and Program Targets as of August 31, 2006 that have
become Dropped Targets as of the Third Amendment Effective
Date.”
(e)
Section 2.14 of the Agreement
is hereby deleted in its entirety and replaced with the
following:
“ 2.14
Collaboration
Portfolio. For
purposes of clarity Schedule 2.14 attached hereto lists
all Antibody Targets, Program Targets, Program Targets with Program
Antibodies and Program Targets with Lead Antibodies that were part
of the Research Program as of the Third Amendment Effective
Date.”
(f)
A new Section 2.15 is hereby
added to the Agreement which shall provide as follows:
Portions of this Exhibit were
omitted, as indicated by [***], and have been filed separately with
the Secretary of the Commission pursuant to the Company’s
application requesting confidential treatment under
Rule 24b-2 of the Securities
Exchange Act of 1934, as amended.
2
“2.15
Additional
Services.
2.15.1
During the Term of this Agreement,
commencing upon the Third Amendment Effective Date, Aventis may
request that ImmunoGen perform certain tasks in connection with the
Development and Commercialization of the Products (collectively,
the “ Additional Services ”). If ImmunoGen
is willing to provide the Additional Services, prior to the
performance of such Additional Services, the Parties shall prepare
a mutually agreed upon work plan which shall set forth with
reasonable specificity the objectives and tasks to be performed by
ImmunoGen and a related budget, which shall set forth (a) the
[***] required to perform such services, (b) the costs, if
any, related to the [***] in the performance of such services, and
(c) the costs of any [***] not [***] by [***]. Effective
January 1, 2009, ImmunoGen shall only initiate such Additional
Services upon the receipt of a pu
