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., [***]).  “Improvement” excludes any and all of the
following items (“GNE Exclusions”): (x) any improvement that is specific
to any antibody-drug conjugates that bind to an 


 


Portions of this Exhibit were omitted, as indicated by [***], 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, as amended.


 

















 


antigen
that is subject to an exclusive license from ImmunoGen under, or arising from
the Heads of Agreement or is subject to an Exclusive Target Option under the
Heads of Agreement during the period that such exclusive license or Exclusive
Target Option remains in effect; (y) improvements to [***] or [***] that
is or was [***]or [***] by [***], or [***] of [***] or [***], or [***]or [***]any
of the foregoing; or (z) the [***]or [***]of any [***](i.e., the [***]or [***]of such [***] (e.g.,
the [***] of [***] or the [***] of [***] to [***]) and [***] the manner of [***]such
[***]) that binds to an antigen that is subject to an exclusive license from
ImmunoGen under, or arising from the Heads of Agreement or an antigen that is
subject to an Exclusive Target Option under the Heads of Agreement during the
period that such exclusive license or Exclusive Target Option remains in
effect.  Notwithstanding the foregoing, “Improvements”
shall include (and GNE Exclusions shall not include) any Improvements to the [***]or
[***] of [***]covered by the Licensed Patent Rights, or the [***]of [***]or [***]such
[***] to the extent such Improvements could be applied to [***] a [***] to an [***]
or other [***].


 


2.                                      Governing
Law.           Section 10.3
of each of the Existing License Agreements is hereby deleted in its entirety
and replaced with the following:


 


10.3                        Governing
Law.  This
Agreement will be construed, interpreted and applied in accordance with the
laws of the State of New York without regard to any choice of law principle
that would dictate the application of the law of another jurisdiction.


 


3.                                      Miscellaneous.              This Amendment will be construed,
interpreted and applied in accordance with the laws of the State of New York
without regard to any choice of law principle that would dictate the
application of the law of another jurisdiction. 
Capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed to them in the respective Existing License
Agreements.  The Existing License
Agreements remain in full force and effect, as amended by this Amendment.  References in the Existing License Agreements
to “Agreement” mean those Existing License Agreements as amended by this
Amendment.


 


[Signature page follows]


 


Portions of this Exhibit were omitted, as indicated by [***], 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, as amended.


 


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IN
WITNESS WHEREOF, the Parties have caused this AMENDMENT TO LICENSE AGREEMENTS
to be duly executed, effective as of the Amendment Effective Date, by their
duly authorized officers.


 


	
  IMMUNOGEN,
  INC.

  	
   

  	
  GENENTECH,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/
  Gregory Perry

  	
   

  	
  By:

  	
   

  	
  /s/
  Ashraf Hanna

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Gregory
  Perry

  	
   

  	
  Name:

  	
   

  	
  Ashraf
  Hanna

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  SVP,
  CFO

  	
   

  	
  Title:

  	
   

  	
  VP
  Alliance Mgmt

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  3/11/2009

  	
   

  	
  Date:

  	
   

  	
  March 10,
  2009

  
												



 


Portions of this Exhibit were omitted, as indicated by [***], 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, as amended.


 


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