Exhibit 10.1
Execution Copy
AMENDMENT NO. 1 TO THE
COLLABORATION AND LICENSE AGREEMENT
This Amendment No. 1 to the Collaboration and
License Agreement (this “Amendment”) is dated as of
August 31, 2006 (the “Amendment Effective Date”) by and
between ImmunoGen, Inc., a Massachusetts corporation with a
principal office at 128 Sidney Street, Cambridge, Massachusetts
02139 (“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”).
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) Section 1.20 of
the Agreement is hereby deleted in its entirety and replaced with
the following:
“1.20
“ Collaboration Product ” means any product,
other than a Licensed Product, containing a Program
Antibody.”
b) A new Section
2.14 is hereby added to the Agreement which shall provide as
follows:
“2.14
Collaboration Portfolio . For purposes of clarity (a)
Schedule 2.14 attached hereto lists all Antibody Targets,
Program Targets, Program Targets with Program Antibodies and
Program Targets with Lead Antibodies that are part of the Research
Program as of the Amendment Effective Date. The Joint Research
Committee shall update and amend, as appropriate, the then current
Schedule 2.14 as necessary during each Contract Year and on
the expiration of the Research Program Term in order to list all
Antibody Targets, Program Targets, Program Targets with Program
Antibodies, Program Targets with Lead Antibody and Program Targets
with Lead Antibody in
Portions of this Exhibit were omitted 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.
Development
at that point in time.
