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Exhibit 10.3
Execution Copy
AMENDMENT NO. 1 TO COLLABORATIVE
DEVELOPMENT
AND LICENSE AGREEMENT
This Amendment No. 1 (this "Amendment No. 1") to the
Collaborative Development and License Agreement (this "Agreement")
entered into as of July 7, 2006 (the "Agreement Effective Date") by
and between ImmunoGen, Inc., a Massachusetts corporation with its
principal place of business at 128 Sidney Street, Cambridge,
Massachusetts, USA 02139 ("ImmunoGen") and Biotest AG, a
corporation organized under the laws of Germany having an address
of Landsteinerstraße 5, D-63303 Dreieich, Germany ("Biotest")
is dated as of August 23, 2006 (the "Amendment Effective
Date").
Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Agreement.
WHEREAS, on the Agreement Effective Date, ImmunoGen and Biotest
entered into the Agreement for the purpose of Developing and
Commercializing Licensed Products derived from the conjugation of
Biotest’s proprietary [***] Antibodies with ImmunoGen’s
maytansine derivatives; and
WHEREAS, the Parties hereto desire to amend the Agreement as set
forth herein.
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. The introduction of Section 6.4.1 of the Agreement and
Sections 6.4.1(a) and 6.4.1(b) of the Agreement are hereby deleted
in their entirety and replaced with the following:
"6.4.1 Payment of Royalties .
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