BIOPHARMACEUTICAL DEVELOPMENT AND SERVICES AGREEMENT

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Portions of this Exhibit have been omitted and filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

BIOPHARMACEUTICAL DEVELOPMENT AND SERVICES AGREEMENT

        This BIOPHARMACEUTICAL MANUFACTURING AND SERVICES AGREEMENT, effective as of this 16th day of April 2004 (the " Effective Date "), between IMMUNOGEN, INC., a Massachusetts corporation (" Customer "), having its principal place of business at 128 Sidney Street, Cambridge, MA 02139 and LAUREATE PHARMA, L.P., a Delaware limited partnership (" Laureate "), having a principal place of business at 201 College Road East, Princeton, NJ 08540, (each a " Party ", collectively the " Parties ").

W I T N E S S E T H:

        WHEREAS, Laureate provides a full range of bioprocessing services to the biopharmaceutical industry, including cell line development, process development, protein production, cell culture, protein purification, bioanalytical chemistry, aseptic filling and QC testing; and

        WHEREAS, Customer desires Laureate to perform Services (as defined below) related to the cGMP (as defined in Section 1.21) hollow-fiber bioreactor production and purification of [*************] antibody, produced by the [*******] CHO cell line (" Services "), and Laureate desires to perform such Services, all in accordance with the terms of this Agreement, including the Scope (as defined in Section 1.40).

        NOW, THEREFORE, in consideration of the above statements and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereto agree as follows:

        Section 1.     Definitions.     Terms defined elsewhere in this Agreement shall have the meanings set forth therein for all purposes of this Agreement unless otherwise specified to the contrary. The following terms shall have the meaning set forth below in this Section 1:

        1.1   " Affiliate(s) " means any person, firm, trust, partnership, corporation, company or other entity or combination thereof which directly or indirectly: (i) controls a Party; (ii) is controlled by a Party; or (iii) is under common control with a Party. As used in this definition, the terms "control" and "controlled" mean ownership of fifty percent (50%) or more (including ownership by trusts with substantially the same beneficial interests) of the voting and equity rights of such person, firm, trust, partnership, corporation, company or other entity or combination thereof or the power to direct the management of such person, firm, trust, corporation or other entity or combination thereof.

        1.2   " Agreement " means this Biopharmaceutical Development and Services Agreement and all appendices, schedules, exhibits and attachments attached hereto, including but not limited to the Scope, and any amendments and addendums hereto.

        1.3   " Assumptions " shall have the meaning set forth in Section 9.

        1.4   " Batch " means a number of bottles each filled at the same time with the same Lot or a group of Lots of Bulk Intermediate.

        1.5   " Batch Record " means a manufacturing record for a Batch generated by Laureate and approved by Customer made concurrently with the performance of each step of the production, purification and aseptic filling process for the Bulk Intermediate such that successive steps in such processes may be traced.

        1.6   " Bulk Intermediate " means the bulk purified monoclonal antibody protein produced using the Cell Line and subsequently purified.

        1.7   " Cell Line " means the CHO cell line that has been designed and engineered to produce monoclonal antibody product as shown in Appendix 1 attached hereto, supplied by Customer to Laureate.

        1.8   " Certificate of Analysis " means a document signed by an authorized representative of Laureate, describing Specifications for, and testing methods applied to, the Bulk Intermediate, and the results thereof.

        1.9   " Certificate of Manufacturing Compliance " means a document signed by an authorized representative of Laureate, attesting that a particular Batch was manufactured, filled, packaged, held and shipped in accordance with applicable Good Manufacturing Practices, the Specifications and all other applicable laws, rules and regulations.

        1.10 " CHO " means recombinant Chinese hamster ovary cell line.

        1.11 " Claim " shall have the meaning set forth in Section 18(a).

        1.12 " Contamination " shall have the meaning set forth in Section 18(b).

        1.13 " Customer Confidential Information " means any information, business, technical or financial data supplied by Customer to Laureate, including without limitation, all Customer Know How and all information concerning the Cell Line or Bulk Intermediate.

        1.14 " Customer Know How " means all scientific, technical and other information supplied by Customer to Laureate for use in the Program, including without limitation, all information relating to the Cell Line or Bulk Intermediate.

        1.15 " Data " means any and all data generated by Laureate in the performance of the Program.

        1.16 " Equipment " means any equipment or machinery used by Laureate in the manufacture of the Bulk Intermediate or the holding or quality control testing of the Bulk Intermediate or Process Consumables.

        1.17 " Facility " means Laureate's manufacturing facility located at 201 College Road East, Princeton, NJ 08540 or such other facility as may be determined by the Parties in accordance with Section 3(d).

        1.18 " FDA " means the United States Food and Drug Administration and any successor agency having substantially the same functions.

        1.19 " Filling Components " means bottles and crimps used for an aseptic fill of the Bulk Intermediate.

        1.20 " Filled Product " means bottles filled with Bulk Intermediate from an identified Lot or Lots which are in a form ready for release and shipment from the Facility.

        1.21 " Good Manufacturing Practices " or " GMP " or " cGMP " means current good manufacturing practices, as specified in regulations promulgated from time to time by the FDA for the manufacture and testing of pharmaceutical products. Laureate's operational quality standards are defined in internal cGMP policy documents and are based on Laureate's current interpretation of cGMP.

        1.22 " Invention " means any methods, technology, know how, copyrights or other intellectual property of any kind, other than Data, conceived or reduced to practice by Laureate in the performance of the Program.

        1.23 " Laureate Confidential Information " means any information, business, technical or financial data concerning Laureate's production, purification and aseptic filling process and techniques, including without limitation, Laureate Know How supplied by Laureate to Customer.

        1.24 " Laureate Group " shall have the meaning set forth in Section 18(b).

        1.25 " Laureate Know How " means all scientific, technical and other information, other than Customer Confidential Information, relating to the Process and used by Laureate in the performance of the Program.

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        1.26 " Laureate SOP " means the written standard operating procedures and methods of Laureate, as the same may be amended from time to time, a current copy of which shall be provided to Customer on the Effective Date.

        1.27 " Loss " shall have the meaning set forth in Section 18(a).

        1.28 " Lot " means the Bulk Intermediate produced in a single production, which may be contained in one or more containers thereof.

        1.29 " Materials " means Cell Lines, raw materials, reference standards and/or any other substances to be provided by Customer to Laureate in order to undertake the Program.

        1.30 " Modification " shall have the meaning set forth in Section 9(a).

        1.31 " Person " means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust or joint venture, or a governmental agency or political subdivision thereof.

        1.32 " Process " means the production methods and purification processes used by Laureate for the manufacture of Bulk Intermediate from the Cell Line, including without limitation, any Process Invention.

        1.33 " Process Consumables " means media, raw materials, filters, membranes, disposable analytical test kits, tubing, filling needles, disposable bags, disposable glass/plasticware, cleaning supplies and other changeover parts consumed during the manufacture of Bulk Intermediate.

        1.34 " Process Invention " means any Invention relating to the Process conceived or discovered by Laureate employees in connection with the Program.

        1.35 " Product-Dedicated Equipment " means Equipment such as, without limitation, chromatography columns and resins, that are procured by Laureate in accordance with Sections 4(c) and 8 of this Agreement and used by Laureate solely for the manufacture of Bulk Intermediate pursuant to this Agreement.

        1.36 " Product Invention " means any Invention relating to Bulk Intermediate (excluding any Process Invention) and/or the Cell Line conceived or otherwise discovered by Laureate in connection with the Program.

        1.37 " Program " means the Services to be performed by Laureate for Customer as described in and in accordance with the attached Appendices 1 through and including Appendix 4 .

        1.38 " Quality Agreement " shall have the meaning set forth in Section 3(c).

        1.39 " Scope " means the detailed scope-of-work documents attached hereto as Appendices 1 through and including Appendix 4 and based on Laureate SOP.

        1.40 " Specification " means the written requirements for tests, analysis, test procedures and acceptable test results with which the Bulk Intermediate, raw materials and excipients shall conform as set forth on Appendix 4 hereto, as amended from time-to-time by the Parties by mutual agreement.

        1.41 " Third Party " shall mean any Person other than Customer, Laureate and their respective Affiliates.

        Section 2.     Scope of Work; Orders for Filled Products.     (a) A detailed Scope prepared by Laureate under Customer's direction and approved by Customer is attached to this Agreement as Appendices 2 and 3 . Laureate will perform the Services for Customer in accordance with the Scope. The Scope will specify the Program design, information desired and estimated duration of the Program.

        (b)   Customer hereby acknowledges that (a) Laureate consulted with Customer in developing the Program design in a manner consistent with Laureate's current reasonable understanding of United States (the " US ") regulatory guidelines and (b) Laureate does not warrant that the Program results will

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satisfy the requirements of any regulatory agencies at the time of submission of Program results to such agencies.

        (c)   Laureate's performance of the Program will be based on Customer Know-How provided by or on behalf of the Customer. Such Customer Know-How will be incorporated by Laureate into Program documents (including without limitation, scale up plans, Batch Records and Specifications) that will be reviewed and approved by the Customer prior to use by Laureate. These documents, together with Laureate Know-How (including any Laureate Know-How or Process Inventions produced by Laureate in the conduct of the Program), will form the sole basis upon which the Program will be performed. Laureate makes no representation or warranty that execution of the Program according to the approved Program documents will result in any specific quantity or quality of Bulk Intermediate.

        (d)   In addition to routine Program meetings, senior representatives of the Parties shall meet on an occasional basis or as necessary, the first meeting being no later than [*******] from the Effective Date, to review the progress of the Program relative to the Scope and to agree on any necessary changes to the Scope. Any disagreement between the Parties concerning the Scope (including, without limitation, the failure of the Parties to agree upon any necessary changes to the Scope) shall be resolved in accordance with the dispute resolution procedures set forth in Section 17 hereof. The parties acknowledge that changes to the Scope may impact pricing under this Agreement, and the parties agree to use commercially reasonable efforts to negotiate modifications to prices to the extent that any such changes to the Scope increase the cost of the Services provided by Laureate.

        Section 3.     Program Performance.     (a) Laureate shall use its commercially reasonable efforts to perform the Services and to provide the Facility, supplies, and staff necessary to complete the Program as provided in the Scope, as it may be modified as provided herein, in accordance with the terms of this Agreement. In the event of any conflict between the terms set forth in the body of this Agreement and the terms set forth in the Scope, the terms contained in the body of this Agreement shall control.

        (b)   Laureate will appoint a Laureate representative (the " Program Manager ") to be responsible for the completion of the Program by Laureate. The Program Manager will coordinate performance of the Program with a representative designated by Customer (the " Customer Representative "), which representative shall have responsibility over all matters relating to performance of the Program on behalf of Customer. Unless otherwise agreed in the Scope or mutually agreed to by the Parties in writing, all communications between Laureate and the Customer regarding the conduct of the Program pursuant to the Scope shall be addressed to or routed through the Program Manager and Customer Representative. Laureate may, at its option, substitute the Program Manager during the course of the Program and Customer may, at its option, substitute the Customer Representative during the course of the Program, in either case upon prior written notice to the other party.

        (c)   The parties will prepare a detailed document (" Quality Agreement ") specifying the quality and regulatory procedures and responsibilities of the parties hereunder with respect to the manufacture of Bulk Intermediate.

        (d)   Laureate shall perform all Services at the Facility and retain at the Facility all Equipment, Process Consumables, excipients, packaging components and other items used in the manufacturing of Bulk Intermediate. Laureate may not change the location of the Facility without the prior written consent of Customer, which consent shall not be unreasonably withheld, delayed or conditioned.

        (e)   Subject to Section 4(c) of this Agreement with respect to Product-Dedicated Equipment, Laureate shall supply, at its own expense, all Equipment required for the purpose of performing the Services and/or manufacturing the Bulk Intermediate and certain Equipment used for the holding and/or quality control testing of the Bulk Intermediate or Process Consumables.

        (f)    Laureate shall maintain, at its own expense, the Facility and the Equipment, in a state of repair and operating efficiency consistent with the requirements of the Specifications, Good Manufacturing Practices and other applicable regulatory requirements.

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        (g)   Laureate may not change the Process in any respect without the prior written consent of Customer. Laureate shall be responsible for performing all validation testing of the Facility and for validating all production, cleaning and packaging processes employed in the Process, in accordance with Good Manufacturing Practices and other applicable regulatory requirements.

        Section 4.     Program Materials.     (a) Customer will provide Laureate with sufficient amounts of Cell Line reference standards or other Materials with which to perform the Program, as well as all documentation and such other data owned or controlled by Customer as Laureate reasonably determines may be necessary to apprise Laureate of the stability of the Materials, process characteristics, proper storage, and manufacturing and safety requirements, including without limitation, the Certificate of Analysis relating to the Cell Line and reference standards as specified in Appendix 4 attached hereto. Any Product-Dedicated Equipment provided to Laureate by Customer shall be in good operating condition and free from all material defects.

        (b)   Laureate shall procure the Materials, Filling Components and Process Consumables for use in the Program and each manufacturing run. By written notice to Laureate, Customer may procure certain Materials specified in the Scope, such as media and resins.

        (c)   Laureate shall procure the Product-Dedicated Equipment and pass through the costs to the Customer consistent with Section 8. Prior to any such procurement of Product-Dedicated Equipment, Laureate shall notify Customer in writing of the specific Product-Dedicated Equipment required and the expected cost of such Product-Dedicated Equipment. By written notice to Laureate, Customer may procure certain Product-Dedicated Equipment for use in the Program at its own expense.

        (d)   Upon completion of the Program (i) the Product-Dedicated Equipment paid for by Customer in accordance with Section 4(c) and Section 8 will be returned to the Customer, at the Customer's expense and (ii) any remaining samples of the Materials, documentation or data provided to Laureate will be returned to the Customer or, upon written authorization from Customer, destroyed/disposed of by Laureate. Samples of such Materials and copies of such documentation or data may be retained by Laureate to the extent required by applicable regulatory requirements.

        (e)   Prior to each use of the Equipment in manufacturing the Bulk Intermediate, Laureate agrees to implement a cleaning validation protocol with respect to the Equipment in compliance with Good Manufacturing Practices.

        (f)    Except with the prior written consent of Customer, Laureate shall use the Product-Dedicated Equipment only to manufacture Bulk Intermediate, Process Components and other products pursuant to this Agreement (collectively, " Customer Products "). In requesting Customer's consent to use Product-Dedicated Equipment for the manufacture of non-Customer Products, Laureate shall provide Customer with complete information regarding such non-Customer Products and the cleaning and maintenance of such machinery or equipment, in order to allow Customer to evaluate the risk of cross-contamination.

        (g)   Laureate shall maintain in the Facility adequate and segregated holding accommodations for the Bulk Intermediate, Process Components and other items used in manufacturing the Bulk Intermediate, and shall hold the Bulk Intermediate in a separate segregated area until delivery to Customer.

        Section 5.     Use of Subcontractors.     (a) Laureate reserves the right to employ subcontractors from time-to-time to undertake certain activities related to the Program. All subcontractors will be pre-approved by the Customer and will be held under obligations of confidentiality consistent with Section 10 hereof. A list of approved subcontractors is provided in Appendix 5 hereto, as may be amended from time to time by mutual written agreement of the Parties.

        (b)   Laureate will be responsible for the performance of any subcontractor used by it for the Program, including without limitation all costs, expenses, damage or loss of any nature, whether direct

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or consequential, occasioned by the performance or failure of such subcontractor to perform the subcontracted services.

        (c)   Laureate will not be held responsible or liable for the performance of any Third Party retained by Customer to perform services related to the Program, including without limitation, distributors, consultants and testing entities.

        Section 6.     Compliance with Government Regulations.     (a) Laureate will perform the Program in accordance with the Scope. Subject to Sections 6(c) and 16(a) below, Laureate will also comply with applicable government regulatory requirements, including all such requirements concerning cGMP appropriate to the Program.

        (b)   Laureate shall be responsible for obtaining, at its expense, any Facility, licenses, permits and regulatory and government approvals necessary for the development, manufacture and supply of the Bulk Intermediate in accordance with the terms of this Agreement. Laureate shall provide Customer with a letter of reference to Laureate's Drug Master File (" DMF ") that describes the Facility for inclusion or use in Customer's regulatory submissions.

        (c)   Should any applicable government regulatory requirements be changed, Laureate will use commercially reasonable efforts to comply with the applicable changed requirements. If compliance with such applicable changed regulatory requirements necessitates, in the reasonable discretion of Laureate, a material change in the Scope or the Program, or an increase in the cost of the Services provided by Laureate, Laureate will submit to Customer a revised technical and cost proposal for Customer's acceptance and, on and after the date of such submission upon written notice to Customer, may suspend any and all Services impacted by the applicable changed regulatory requirements until such time as Customer and Laureate reach agreement on a revised proposal. If the parties are unable to agree upon a revised Scope or Program or cost structure, as the case may be, within [******* (**)] days of Customer's receipt of Laureate's written notice, Laureate, at its sole and exclusive option, may cease performance of its obligations under the existing Program by providing not less than [******* (**)] days' written notice and this Agreement shall terminate effective upon expiration of such notice period.

        (d)   In the event that Laureate reasonably determines that a conflict exists between US government regulations applicable to the performance of the Services and/or the Program and the applicable regulations of any foreign governmental agency or regulatory authority, Laureate shall provide written notice of same to Customer and Customer will designate, in writing, which regulations shall be followed by Laureate in its performance of the Services and/or the Program (the " Customer Regulatory Designation ").

        Section 7.     Facility Visits and Audits.     (a) Customer's representatives may visit the Facility at appropriate times consistent with the Program to observe the progress of the Program or to audit the Program, such access and audit being subject to the limitations provided in Appendix 6 hereto. Following each audit, Customer shall discuss its observations and conclusions with Laureate, and, if necessary, corrective actions shall be negotiated by Customer and Laureate within [******* (**)] days thereafter. Laureate shall implement mutually agreed upon corrective action within [******* (**)] days after the parties reach such agreement, unless otherwise agreed in writing by the parties. Laureate will have the right at reasonable times and upon reasonable notice to audit the quality control laboratories used by Customer (except for Customer's contract manufacturers), or any Third Party analytical subcontractor engaged by Customer, in connection with any Materials or the Cell Line provided by or on behalf of Customer to Laureate under this Agreement.

        (b)   If any governmental authority visits or inspects the Facility, with respect to the Services, the Process or the Bulk Intermediate (an " Applicable Inspection "), then, to the extent the authority gives Laureate prior written notice of such Applicable Inspection, Laureate shall provide Customer with prompt written notice thereof and shall permit Customer to be present during such Applicable

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Inspection. Laureate shall promptly provide Customer a copy of any report and other written communication received from such governmental agency in connection with each Applicable Inspection. Customer shall have the right to consult with Laureate concerning Laureate's responses to each such communication. Laureate shall timely provide Customer with a copy of its draft responses and final responses prior to submission thereof.

        Section 8.     Compensation.     Customer shall pay Laureate the development and service fees listed on Appendix 7 hereto (the " Service Fees ") for Services in accordance with the payment schedule set forth on Appendix 7 hereto, which Service Fees shall be subject to increase in accordance with Section 9 hereto. Laureate will invoice the Customer for Product-Dedicated Equipment purchased for the Program. An administrative fee equal to [*******] percent [(***)] of Laureate's actual cost of Product-Dedicated Equipment purchased for the Program will be added to the cost of Product-Dedicated Equipment payable by Customer. Payments are due [******* (**)] days from the invoice date, provided, however , (i) Service Fees' payments are due in accordance with the payment schedule set forth on Appendix 7 hereto and (ii) if Customer properly rejects a shipment of Bulk Intermediate or other materials pursuant to Section 15(b), then payment shall be due, if at all, within [******* (**)] days of receipt by Customer of notice from the Laboratory that the invoiced Bulk Intermediate or other material is conforming or receipt by Customer of replacement Bulk Intermediate, as the case may be. Late payments are subject to an interest charge of [*******] percent [(***)] per month.

        Section 9.     Change Orders.     (a) The Service Fees are subject to a number of specific and general assumptions. The specific assumptions relate to the Scope and Program design and objectives, timing, capital expenditure requirements, if any, and other matters relating to the completion of the Program as set forth in the Scope (the " Program Assumptions "). In addition, Laureate assumes that Customer will cooperate and timely perform its obligations under this Agreement and Scope, that no force majeure event described in Section 20 shall have occurred and that there are no changes to any applicable laws, rules or regulations that materially and adversely affect the Program (the foregoing assumptions together with the Program Assumptions, collectively, the " Assumptions "); provided, howeve r, that Customer's failure to cooperate and/or perform such obligations shall relieve Laureate from its obligation to complete the Services only to the extent that Customer's acts or omissions caused such Laureate delay or failure. In the event that any of the Assumptions require modification or the Program objectives cannot be achieved based on the Assumptions (each being a " Modification ") then the Scope may be amended as provided in Section 9(b).

        (b)   In the event a Modification is identified by the Customer or by Laureate, the identifying Party shall notify the other Party in writing as soon as is reasonably practicable. Laureate shall use commercially reasonable efforts to provide the Customer with a change order containing an estimate of the required adjustments to the Service Fees within [******* (**)] business days of receiving or delivering such notice (the " Change Order "). The Customer shall use commercially reasonable efforts to respond in writing to such Change Order promptly, but in any event within [******* (**)] days. If Customer does not approve such Change Order within [******* (**)] days and has not terminated this Agreement in accordance with Section 22 but wants the Program to be modified to take into account the Modification, then Customer and Laureate shall use commercially reasonable efforts to negotiate a mutually acceptable Change Order. If practicable, Laureate may, in its sole discretion, continue to work on the Program but Laureate shall not be obligated to continue to work on the Program during any such negotiations. Laureate shall not commence work with respect to a Change Order unless authorized by Customer in writing. Any disagreement between the Parties concerning a Change Order (including, without limitation, the failure of the Parties to agree upon a mutually acceptable Change Order) shall be resolved in accordance with the dispute-resolution procedures set forth in Section 17 hereof.

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        Section 10.     Confidential Information/Legal Proceedings.     (a) Laureate will not disclose, without Customer's written permission, Customer Confidential Information unless such disclosure: (i) is to an Affiliate of Laureate that is under a similar obligation to keep such information confidential; (ii) is to a subcontractor that is under a similar obligation to keep such information confidential; (iii) is or becomes publicly available other than as a result of a breach of this Agreement by Laureate; (iv) is disclosed by a Third Party entitled to disclose it without restriction; (v) is already known to Laureate as shown by its prior written records; (vi) is independently developed by Laureate without the use of Customer Confidential Information (including Customer Know-How) or (vii) is required by any law, rule, regulation, order, decision, decree, subpoena or other legal process to be disclosed. If such disclosure is requested by legal process, Laureate will use commercially reasonable efforts to notify Customer of such legal process prior to any disclosure to permit Customer to oppose such disclosure by appropriate legal action.

        (b)   Customer will not disclose, without Laureate's written permission, Laureate Confidential Information unless such disclosure: (i) is to an Affiliate of Customer that is under a similar obligation to keep such information confidential; (ii) is or becomes publicly available other than as a result of a breach of this Agreement by Customer; (iii) is disclosed by a Third Party entitled to disclose it without restriction; (iv) is already known to Customer as shown by its prior written records; (v) is independently developed by Customer without the use of Laureate Confidential Information (including Laureate Know-How) or (vi) is required by any law, rule, regulation, order, decision, decree, subpoena or other legal process to be disclosed. If such disclosure is requested by legal process, Customer will use commercially reasonable efforts to notify Laureate of such legal process prior to any disclosure to permit Laureate to oppose such disclosure by appropriate legal action.

        (c)   Laureate will not transfer any Materials without Customer's written permission to any Third Party unless such transfer is to a pre-approved subcontractor subject to the confidentiality obligations set forth in this Section 10 and such transfer is consistent with the Program.

        (d)   If Laureate shall be obliged to provide testimony or records regarding the Program in any legal or administrative proceeding, then Customer shall reimburse Laureate for its reasonable out-of-pocket costs plus a reasonable hourly fee for its employees or representatives at Laureate's standard commercial rates.

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