Exhibit 10.1
AMENDMENT TO LICENSE
AGREEMENTS
This Amendment to License Agreements
(the “Amendment” ) is made effective as of the
date of the last signature below (the “Amendment Effective
Date” ) by and between ImmunoGen, Inc., a
Massachusetts corporation ( “ImmunoGen” ),
having its principal business office at 830 Winter Street,
Waltham, Massachusetts 02451, and Genentech, Inc., a Delaware
corporation ( “Genentech” ), having its
principal business office at 1 DNA Way, South San Francisco,
California 94080. ImmunoGen and Genentech are herein
sometimes referred to as a “Party” and
collectively as the “Parties.”
WHEREAS, ImmunoGen and Genentech are
parties to the following agreements: that certain License Agreement
dated as of May 2, 2000, as amended May 3, 2006 (the
“5/2/00 License Agreement” ); that certain
License Agreement dated as of April 27, 2005 (the
“4/27/05 License Agreement” ); that certain
License Agreement dated as of July 22, 2005 (the
“7/22/05 License Agreement” ); that certain
License Agreement dated as of December 12, 2005 (the
“12/12/05 License Agreement” ); and that certain
License Agreement dated as of December 1, 2008 (the
“12/1/08 License Agreement,” and together with
the 5/2/00 License Agreement, the 4/27/05 License Agreement, the
7/22/05 License Agreement and the 12/12/05 License Agreement, the
“Existing License Agreements” ); and
WHEREAS, in connection with
Genentech’s exercise of its rights under the Existing License
Agreements, Genentech has requested that ImmunoGen supply, and
subject to the terms and conditions set forth in this Amendment
ImmunoGen is willing to supply, Genentech with [***] for permitted
purposes under the Existing License Agreements; and
WHEREAS, the Parties have agreed to
modify the terms of the licenses granted by each of Existing
License Agreements, specifically by revising the definition of
“Improvements;”
NOW, THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Parties agree and
covenant as follows.
1.
Definitions.
The definitions of
“Improvements” in Section 1.27 of the 5/2/00
License Agreement, Section 1.26 of the 4/27/05 License
Agreement, Section 1.29 of the 7/22/05 License Agreement,
Section 1.29 of the 12/12/05 License Agreement and
Section 1.26 of the 12/1/08 License Agreement are each deleted
in their entirety and, in each case, replaced with the
following:
“Improvement”
means: (a) improvements to any
MAY Compound, (b) improvements to methods of making any
MAY Compound, (c) improvements to the conjugation process
for making antibody-drug conjugates that include any
MAY Compound (including, for example, reaction conditions or
changes in process that create improvements in the yield of such
conjugate), and (d) improvements to non-antibody compositions
or methods useful for conjugating a MAY Compound to an
antibody ( i.e. , [***]). “Impr
