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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. In addition to tho
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