Exhibit 10.61



 







EXHIBIT 10.61


***Text Omitted and Filed Separately
Confidential Treatment
Requested
Under 17 C.F.R. §200.80(b)(4)
and
240.24b-2(b)(1)




AMENDED AND RESTATED IL-13 LICENSE AGREEMENT




BY AND BETWEEN THE UNDERSIGNED :



IDM, a French société anonyme with a capital of 1 569 444,60 Euros having its principal place
of business at 172 rue de Charonne, Paris (75011) and registered at the Paris Register of Trade and
Companies under B 382 632 263 represented by Jean-Loup Romet-Lemonne, President and CEO
(hereinafter, “IDM”).




AND:



SANOFI-AVENTIS, a French société anonyme with a capital of 2 791 376 578 Euros having its principal
place of business at 174, avenue de France, 75013 Paris, and registered at the Paris Register of
Trade and Companies under 395 030 844, represented by Jean-Pierre KERJOUAN, Advisor to the
President and General Counsel, and Mr. Jean-Claude MULLER, Senior Vice President Scientific and
Medical Operations Administration and Ressources (hereinafter “SANOFI-AVENTIS”);



IDM and SANOFI-AVENTIS being referred to hereinafter individually as « a Party » or jointly as «
the Parties ».




PRELIMINARY CONSIDERATIONS:



SANOFI-AVENTIS has designed and development a cytokine known as Interleukin IL-13 (or IL-13) for
which it has applied for patents and developed knowhow;



For its part, IDM has acquired and developed substantial knowhow and is the holder of patents and
relative patent applications, in particular for ex vivo cancer therapies, marketed in the form of
research kits and cell processors.



On July 13, 1999, the Parties executed an agreement, which was cancelled and replaced by an
amendment dated November 30, 2001 (hereinafter, the “IL-13 Agreement”), defining the conditions
under which SANOFI-AVENTIS granted IDM a non-exclusive license to its IL-13 Industrial Property
rights for the implementation of Phase I and II Studies on one or more IL-13 Products and the
marketing of IL-13 Research Kits in return for SANOFI-AVENTIS’ taking a stake in the capital of
IDM.



This amendment dated November 30, 2001 was further amended by amendment number 1 dated March 30,
2005, both amendments being collectively called the “IL-13 Agreement”.



The Parties also entered into a Memorandum of Agreement on July 20, 2001, pursuant to which
SANOFI-AVENTIS has, on the terms and conditions defined in such Memorandum of Agreement, a right of
first refusal to all IDM development





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programs in the field of ex vivo cell therapy in humans,
whether or not they pertain to IL-13 (hereinafter, the “2001 Agreement”).



Pursuant to provisions of article 8.2 of the IL-13 Agreement and pursuant to information received
from IDM related to the change of control of IDM that will result from the announced combination
between IDM and Epimmune Inc., SANOFI-AVENTIS notified IDM of its decision to proceed with an early
exercise of BSA1 and BSA2 warrants, such notification being equivalent to exercise of Option 1 and
Option 2 (as defined in the IL-13 Agreement).



Option 1 and Option 2 being therefore exercised pursuant to provisions of the IL-13 agreement, both
Parties must therefore enter into the IL-13 License Agreement and the Amendment to the IL-13
License Agreement as annexed to the IL-13 Agreement. For the sake
of simplicity, both Parties agreed to enter into the Amended and Restated License Agreement in
order to benefit from a single document that includes all provisions of the IL-13 License Agreement
and the Amendment to the IL-13 License Agreement, after removal of several provisions that are now
obsolete.




THE PARTIES HEREBY COVENANT AS FOLLOWS:




ARTICLE 1 – DEFINITIONS



Unless otherwise specified in this IL-13 License Agreement, capitalized words used in this IL-13
License Agreement or words printed in capital letters have the meaning assigned to them in the
IL-13 Agreement.



For the benefit of this Agreement, an updated description of the IL-13 patents as of the execution
date is included in Annex 1. Such description cancels and replaces the description included in
annex 1.10 of the IL-13 Agreement.




ARTICLE 2 – LICENSE





	2.1	 	License grant
	 
	 	 	As a complement to the rights granted to IDM pursuant to the IL-13 Agreement, SANOFI-AVENTIS
hereby grants to IDM, in the Territory, a non-exclusive IL-13 Intellectual Property license
for (i) the performance of Phase III Studies for any IL-13 Development Program, for (ii) the
marketing of the IL-13 Research Kits, and (iii) for the marketing of Final IL-13 Products. A
list of the IL-13 Development Programs currently ongoing is attached in Annex 2 to this
Agreement.
	 
	2.2	 	Transfer of IL-13 Know-how and additional elements of information
	 
	 	 	The Parties hereby acknowledge that all IL-13 Know-how and additional elements of information
licensed by SANOFI-AVENTIS under this License




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	 	 	Contract, have already been transferred to IDM in application of the IL-13 Agreement.
	 
	2.3	 	IL-13 supply of IDM
	 
	 	 	The conditions under which IL-13 shall be supplied to IDM are defined in Article 3 of the
IL-13 Agreement.





ARTICLE 3 – IMPLEMENTATION OF THE IL-13 DEVELOPMENT PROGRAMS



Except for SANOFI-AVENTIS IL-13 Development Programs that are governed by the 2001 Agreement, and
as a complement to IDM’s obligations under the IL-13 Agreement :





	-	 	IDM agrees to conduct, and bear all
costs related to Phase III Studies of the IL-13
Development Programs and use its best efforts to complete
these Phase III Studies in the best possible time frame
compatible with applicable legal and regulatory
requirements.
	 
	-	 	IDM shall provide SANOFI-AVENTIS
with semi-annual progress reports on the Phase III Studies
and shall inform SANOFI-AVENTIS as soon as possible of any
problem likely to have a significant negative impact on
such Phase III Studies.
	 
	-	 	Representatives of IDM and
SANOFI-AVENTIS shall meet at the request of one or the
other Party to discuss the contents of the semi-annual
progress reports on the Phase III Studies submitted by
IDM. In the course of these meetings, IDM shall provide
all additional information that SANOFI-AVENTIS might
reasonably request on the results of the Phase III
Studies, provided this additional information is available
on the date of the SANOFI-AVENTIS request and does not
require additional research or investigations over and
above those carried out by IDM.
	 
	-	 	IDM shall provide SANOFI-AVENTIS
with a summary report on the results of the Phase III
Studies conducted on one or more IL-13 Products, within
sixty (60) days following completion of these Phase III
Studies.





ARTICLE 4 – COMPENSATION 





	4.1	 	Fixed compensation
	 
	4.1.1.	 	In consideration of the rights granted by SANOFI-AVENTIS to IDM under
this Agreement for conducting Phase III Studies for any IL-13 Development Programs and the
marketing of IL-13 Research Kits, IDM shall pay SANOFI-AVENTIS a sum equal to [...***...] before
taxes. IDM shall pay SANOFI-AVENTIS the corresponding amount of VAT if applicable, within





	 	 	 	 	 
	 

	 	*
	 	Confidential Treatment Requested
	 

	 	 	 	under 17 C.F.R. §§ 200.80(b)(4) and 
	 

	 	 	 	240.24b-2(b)(1)






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	 	 	thirty (30) days of the receipt of the corresponding invoice, by bank transfer to the account
indicated on said invoice.
	 
	 	 	By express agreement between the Parties, pursuant to Article 7 of the IL-13 Agreement, this
amount shall be paid by IDM provided that it can be offset against an equal amount owed by
SANOFI-AVENTIS to IDM for the shares subscribed through the exercise of BSA 1 warrants on the
date of the offset.
	 
	4.1.2.	 	In consideration of the rights granted by SANOFI-AVENTIS to IDM under
this Agreement for the Marketing of Final IL-13 Products, IDM shall pay to SANOFI-AVENTIS a
sum equal to [...***...] before taxes. IDM shall pay SANOFI-AVENTIS the corresponding amount of
VAT, if applicable, within thirty (30) days following receipt of the corresponding invoice, by
bank transfer to the account indicated on the invoice.
	 
	 	 	By express agreement between the Parties, pursuant to Article 7 of the IL-13 Agreement,
this amount shall be paid by IDM provided that it can be offset against an equal amount owed
by SANOFI-AVENTIS to IDM for the shares subscribed through the exercise of BSA 2 warrants on
the date of the offset.
	 
	4.2.	 	Royalties on sales
	 
	 	 	In consideration of the right granted by SANOFI-AVENTIS to IDM to market IL-13 Products and
IL-13 Research Kits, IDM shall pay SANOFI-AVENTIS a royalty equal to [...***...] of the Net Sales
volume acheived by IDM in connection with this marketing. Net Sales acheived by
SANOFI-AVENTIS as an IDM licensee in application of the 2001 Agreement shall not be included
in the Net Sales base.
	 
	 	 	IDM shall maintain a special set of books, with the corresponding supporting
documentation, including all elements necessary for calculating the amount payable by
IDM to SANOFI-AVENTIS pursuant to the provisions above. SANOFI-AVENTIS may cause these
books to be verified, at its simple request made with sufficient advance notice, by an
independent expert chosen jointly by the Parties and, absent an agreement within fifteen
(15) days of the date on which SANOFI-AVENTIS has requested the audit, by the Presiding
Judge of the Lower Court of Paris on the petition of the first-acting Party. The expert
shall use his best efforts to notify his findings within a period of thirty (30) days
after referral of the case. The findings of this expert shall be final and without
recourse. The expert’s fees and costs will be paid by SANOFI-AVENTIS except if the
total amount owed by IDM to SANOFI-AVENTIS is more than five per cent (5%) greater than
the amount reported by IDM, in which case these costs and fees shall be paid by IDM.”





ARTICLE 5 – LIABILITY / INSURANCE




	 	 	 	 	 
	 

	 	*
	 	Confidential Treatment Requested
	 

	 	 	 	under 17 C.F.R. §§ 200.80(b)(4) and 
	 

	 	 	 	240.24b-2(b)(1)






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	5.1.	 	Without prejudice to the provisions of common law, IDM shall assume any responsibility that
might arise from the implementation of the IL-13 Development Programs, as well as from the
exploitation of the results, vis-à-vis any Third Party and on any basis whatsoever, and in
particular on the basis of civil liability, in particular with respect to any damage that
might result from the use (in carrying out the Phase I and II Studies) of the IL-13 shipped by
SANOFI-AVENTIS and not manufactured in accordance with “Good Manufacturing Practices”).
	 
	 	 	IDM alone shall also assume any liability that might arise (i) from any fault committed by it
or by any IDM Affiliate or sub-licensee within the context of the implementation of this
IL-13 Agreement, as well as (ii) for any failure on its part or on the part of any IDM
Affiliate or sub-licensee to perform its obligations pursuant to said IL-13 Agreement.
	 
	 	 	IDM shall also hold SANOFI-AVENTIS harmless with regard to any harmful consequences that
might arise for SANOFI-AVENTIS from any action brought against SANOFI-AVENTIS by a Third
Party based on damage of any kind whatsoever resulting from the circumstances indicated
above.
	 
	 	 	IDM warrants that it has taken out, at its sole expense, the necessary insurance coverage on
terms and conditions consistent with the practices in the pharmaceutical industry, in order
to sufficiently cover any risks that might result from the implementation of the IL-13
Development Programs and/or the marketing of the IL-13 Research Kits and/or the Final IL-13
Products. It shall provide evidence of such coverage at the request of SANOFI-AVENTIS.
	 
	5.2.	 	Without prejudice to the provisions of common law, SANOFI-AVENTIS
shall assume the liability that could result (i) from any fault committed by it or by any
Affiliate or sub-licensee of SANOFI-AVENTIS within the context of the execution of this IL-13
Agreement, (ii) of any failure by it or by any SANOFI-AVENTIS Affiliate or sub-licensee to
meet the its obligations under said Agreement as well as (iii) the shipment by it of IL-13
that is not up to the contractual specifications.
	 
	 	 	Consequently, it guarantees IDM against all prejudicial consequences that might arise for IDM
from an action brought against it by a Third Party based on damage of any kind whatsoever
resulting from the circumstances identified above.
	 
	 	 	SANOFI-AVENTIS guarantees that it has taken out the necessary insurance at its sole expense,
on terms and conditions consistent with the practices of the pharmaceutical industry, in
order to provide sufficient coverage of the risks likely to arise from the quantities of
supplied IL-13.
	 
	5.3.	 	The above provisions do not apply to the SANOFI-AVENTIS IL-13
Development Programs, which are governed by the 2001 Agreement.




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ARTICLE 6 : GUARANTEES AND OBLIGATIONS OF SANOFI-AVENTIS





	6.1.	 	Existence of the IL-13 Intellectual Property and maintenance of IL-13
Patents
	 
	 	 	SANOFI-AVENTIS guarantees to IDM the existence of the IL-13 Patents and IL-13 Know-how and
the accuracy of its facts. In addition, SANOFI-AVENTIS declares that it is sole owner of the
IL-13 Patents and IL-13 Know-how and guarantees that it can freely and validly grant the
rights to said IL-13 Patents and IL-13 Know-how that it is granting under this IL-13
Agreement, the Contributions Agreement, the IL-13 License Agreement and the Amendment to the
IL-13 License Agreement. The above guarantees are made subject to the statements included in
Annex 10 of the IL-13 Agreement, in particular as regards the existence on the territory of
the United States of patents filed by [...***...] SANOFI-AVENTIS agrees to keep the IL-13 Patents
in force in accordance with applicable legal and regulatory provisions, in particular by
carrying out, at the appropriate time, necessary procedures and formalities, provided that,
in the event of an extension of the IL-13 Patents or corresponding supplementary protection
certificates, IDM has provided it with all necessary documents and signatures, when the MA of
the Final IL-13 Product is not in the name of SANOFI-AVENTIS. All costs pertaining thereto
shall be paid by SANOFI-AVENTIS.
	 
	6.2	 	6.2 Defense of IL-13 Intellectual Property
	 
	 	 	SANOFI-AVENTIS will have the obligation, at its sole expense :






	 	(a)	 	to defend in all circumstances the IL-13 Intellectual Property covered by this
agreement, specifically by conducting, both as plaintiff and respondent, both in France
and abroad, all actions permitted by law to the holder of IL-13 Intellectual Property ;
	 
	 	(b)	 	to inform IDM as soon as possible of all actions (as plaintiff and as respondent),
either current or proposed, as well as of any threat of fact or law to the IL-13
Intellectual Property of which it might learn and that could have a significant effect
on the use of the IL-13 Intellectual Property ;
	 
	 	(a)	 	in any event, not to create any obstacle in fact or in law
to the
possible intervention of IDM in a given proceeding, provided such
intervention does not appear capable of significantly harming the
interests of SANOFI-AVENTIS.






	 	 	IDM shall have the obligation, at its sole expense, to advise SANOFI-AVENTIS of any breach by
Third Parties of the IL-13 Intellectual Property rights of which it may have knowledge.
	 
	 	 	The Parties, in view of the fact that certain jurisdictions, including French law, do not
allow the non-exclusive holder of intellectual rights to act alone,





	 	 	 	 	 
	 

	 	*
	 	Confidential Treatment Requested
	 

	 	 	 	under 17 C.F.R. §§ 200.80(b)(4) and 
	 

	 	 	 	240.24b-2(b)(1)






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	 	 	consider as essential the obligation incumbent upon SANOFI-AVENTIS under this Article 6.2.
	 
	 	 	SANOFI-AVENTIS is bound by the obligation arising under this Article 6.2 only provided the
costs it incurs in complying with the obligation remain reasonable with respect to the stakes
and probability of success of the actions brought. Consequently, if said costs seem
unreasonable to SANOFI-AVENTIS, it is understood that the Parties shall come together to
examine, in good faith, any alternative solution that might be suitable in view of the
objectives sought by each of the Parties.





ARTICLE 7 : IMPROVEMENTS





	7.1.	 	Improvements made or acquired by SANOFI-AVENTIS
	 
	7.1.1.	 	SANOFI-AVENTIS shall retain sole and full title to all Improvements that it makes or
acquires.
	 
	 	 	In order to enable IDM to have IL-13 manufactured, SANOFI-AVENTIS shall transmit to IDM free
of charge and as soon as possible any improvement related to the manufacturing and production
processes and/or methods for IL-13 and IL-13 made pursuant to “Good Manufacturing Practices”
that it may have at its disposal during the life of this Agreement in a physically
transmissible form, and to which it shall have unencumbered access.
	 
	 	 	With respect to Improvements other than those specified in the preceding paragraph, in the
event SANOFI-AVENTIS wishes to make these Improvements available to any Third Party, it
irrevocably agrees to offer them to IDM on conditions, especially financial conditions, at
least equal to the most favorable conditions offered to any Third Party, during the life of
the IL-13 Agreement and of this Agreement.
	 
	7.1.2.	 	Use of the IL-13 Intellectual Property specified in the Contributions
Agreement and all rights granted by SANOFI-AVENTIS to IDM under the IL-13 Agreement, and this
Agreement shall fully extend to Improvements transmitted pursuant to the provisions of Article
7.1.1 above, as soon as they are known, and SANOFI-AVENTIS shall, on its own initiative and at
its own expense, carry out all necessary formalities and procedures to guarantee the effective
implementation of this provision. IDM agrees to participate, if necessary, in this protection
and, in particular, to sign all necessary acts and documents.
	 
	7.1.3.	 	Subject to the provisions of Article 7.1.1, it is expressly agreed by
the Parties that the transfer of Improvements by SANOFI-AVENTIS shall not entail any change to
the financial terms and conditions related to the payment of the Contributions and to this
Agreement.
	 
	7.2.	 	Improvements made or acquired by IDM




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	7.2.1.	 	IDM shall retain sole and full title to all results, tangible or
intangible, patentable or non-patentable, patented or not patented, arising from the IL-13
Development Programs or from any improvements to its own patents that it may make or acquire.
	 
	 	 	SANOFI-SYNTHELABO unconditionally and irrevocably agrees not to claim any right
whatsoever to IDM’s research or inventions.
	 
	 	 	It shall be the responsibility of IDM, if it so wishes, to carry out at its own expense
all necessary formalities and steps to ensure the protection of its rights under applicable
statutes, and SANOFI-SYNTHELABO agrees to participate if necessary in this protection and, in
particular, to sign all necessary acts and documents.
	 
	7.2.2.	 	The above provisions apply subject to any conflicting provisions of the
2001 Agreement.





ARTICLE 8 : CONFIDENTIALITY





	8.1.	 	The confidentiality agreement executed on May 23, 1997 remains in
effect in all its provisions that are not in conflict with the stipulations of this IL-13
License Agreement and shall, by express agreement between the Parties, continue to be
binding upon them for the entire life of this IL-13 License Agreement and for a period of ten
(10) years following its expiration.
	 
	8.2.	 	Absent any legal, regulatory or judicial constraint, each Party
agrees not
to disclose this Agreement and/or its annexes, to engage in any publicity and/or to issue
any press release as to the signing and the content of this Agreement without the prior
authorization of the other Party, which authorization may not be refused without just
cause. In no event may the provisions of this Agreement be construed as prohibiting IDM
from providing information on the results of the work relative to the IL-13 Development
Programs.





ARTICLE 9 : TERM – CANCELLATION





	9.1.	 	This Agreement shall take effect on its execution date.
	 
	9.2.	 	Subject to the provisions of Articles 9.3. and 9.4. below, the rights thus conferred to IDM
by SANOFI-AVENTIS under this Agreement are granted for a term equal to the term of the legal
protection attaching to the IL-13 Patents. This IL-13 License Agreement shall terminate, in
each of the countries concerned, on the expiration date of the last IL-13 Patent relative to
that country.
	 
	9.3.	 	The provisions of Article 9.2., notwithstanding, SANOFI-AVENTIS may cancel this Agreement by
means of a written notice given at least sixty (60) days in advance if, on the expiration date
of a period of five (5) years calculated as of




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	 	 	the filing of the first application for a
Reference MA, such MA has not been obtained and there is no on-going SANOFI-AVENTIS IL-13
Development Program.
	 
	 	 	The provisions of Article 9.2. notwithstanding, this Agreement shall be automatically
cancelled if no Reference MA has been obtained as of the expiration date of the IL-13
Agreement and there is, on that date, no on-going SANOFI-AVENTIS IL-13 Development Program





ARTICLE 10 – Assignment of the IL-13 Agreement 





	10.1.	 	Assignment of the Agreement by SANOFI-AVENTIS 
	 
	 	 	SANOFI-AVENTIS shall have the right to freely transfer the rights arising globally from
the IL-13 Patents, IL-13 Know-how, the IL-13 Agreement, the Contributions Agreement, and
this Agreement (in any form whatsoever, and specifically in the form of assignment,
contribution, exchange, merger, etc.) and shall be released from any obligation under said
agreements as of the date of their transfer.
	 
	 	 	In the event of the isolated transfer of these agreements, SANOFI-AVENTIS agrees to advise
IDM of such a transfer not less than fifteen (15) days prior to the date set for such
transfer, subject to any legal, regulation or contractual non-disclosure obligation
regarding this information that is incumbent upon SANOFI-AVENTIS.
	 
	 	 	In the event of the transfer of this package as part of a transfer by SANOFI-AVENTIS of
all or part of its activities, SANOFI-AVENTIS agrees to advise IDM of such transfer not
less than fifteen (15) days prior to the date of such transfer, subject to any legal,
regulatory or contractual non-disclosure obligation regarding this information that is
incumbent upon SANOFI-AVENTIS.
	 
	 	 	In both hypotheses contemplated above, the agreement implementing the transfer shall
expressly indicate that the beneficiary of the transfer shall be bound by all obligations
incumbent upon SANOFI-AVENTIS under the IL-13 Agreement, the Contributions Agreement, and
this Agreement.
	 
	 	 	In the event the above-referenced transfer is made to a SANOFI-AVENTIS Affiliate,
SANOFI-AVENTIS agrees (i) jointly with the Affiliate that the latter shall fulfill the
obligations incumbent upon the Affiliate under the IL-13 Agreement, the Contributions
Agreement, and this Agreement and (ii) in the event the transferee subsequently ceases to
be one of its Affiliates, to cause the rights and obligations to be re-transferred ahead
of time to itself or to another Affiliate.
	 
	10.2.	 	Assignment of the Agreement by IDM
	 
	 	 	IDM recognizes that its rights under this IL-13 Agreement, the Contributions




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	 	 	Agreement, and
this Agreement, are strictly personal. On that basis, and subject to the provisions set
forth below, IDM agrees not to assign, transfer or convey its rights to anyone, whether
directly or indirectly, in whole or in part, against payment or free of charge, without
prior written authorization from SANOFI-AVENTIS. IDM further agrees not to confer to any
Third Party any right of any kind whatsoever on the Contributions.
	 
	 	 	By way of exception to the above provisions, IDM may:






	 	(a)	 	assign, transfer or transmit its rights and obligations arising
from this Agreement to any of its Affiliates, subject to the two following cumulative
conditions: (i) that IDM agrees, in the event the transferee were subsequently to cease
to be an IDM Affiliate, to cause the rights and obligations to be first re-transferred
to IDM or to any other IDM Affiliate, (ii) that IDM shall be the joint guarantor that
this Affiliate shall respect these rights and obligations;
	 
	 	(b)	 	transfer its rights and obligations under the IL-13 Agreement,
the Contributions Agreement, and this Agreement following a takeover of IDM by another
company or the dissolution of IDM through a merger of capital assets and holdings
pursuant to the provisions of Article 1844-5 of the French Civil Code.
	 
	 	(c)	 	transfer its rights and obligations under the IL-13 Agreement,
the Contributions Agreement, and this Agreement as a result of the assignment or
contribution of all its activities to an entity other than an Affiliate.





ARTICLE 11 : MISCELLANEOUS





	11.1.	 	Notices
	 
	 	 	All notices under this IL-13 License Agreement shall be given by registered letter with
return receipt sent to the addresses indicated in the header of this Agreement or to any
other address that may be made known in advance to one or the other Party.
	 
	11.2.	 	Power of Attorney
	 
	 	 	Power of Attorney is given to the bearer of a copy or excerpt of this agreement in order
to carry out all formalities, and in particular in order to cause this agreement to be
filed with the National offices of the relevant countries.
	 
	11.1.	 	Publicity – Recording
	 
	 	 	Notice of this Agreement shall be given by IDM to the Bureau of Transfers of the National
Institute of Industrial Property (Institut National de la Propriété Industrielle) and/or
listed with the relevant foreign Industrial Property offices,




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	 	 	and the Parties agree here and
now to sign all documents, power-of-attorney and other powers necessary to the implementation
and registration of this Agreement in order to make it opposable to Third Parties in all
countries.
	 
	 	 	In the event this Agreement is registered, all costs and fees relative to such formality
shall be paid by IDM.





ARTICLE 12 : DISPUTES



Any differences arising from this IL-13 Agreement or in connection with it shall be permanently
resolved in accordance with the Rules of Arbitration of the International Chamber of Commerce, by
one or more arbitrators named pursuant to these Rules. The law governing this IL-13 License
Agreement shall be French law, the place of arbitration shall be Paris and the language of
arbitration shall be French.



Executed in Paris on August 12, 2005, in two (5) originals.




	 	 	 	 	 	 	 	 	 
	IDM	 	SANOFI-AVENTIS	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Hervé Duchesne de Lamotte	 	/s/ Jean-Pierre KERJOUAN	 	 
	 	 	 	 	 
	By:

	 	Hervé Duchesne de Lamotte
	 	By:
	 	Jean-Pierre KERJOUAN	 	 
	 

	 	CFO
	 	 	 	Advisor to the President,	 	 
	 

	 	 	 	 	 	General Counsel	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Jean-Claude MULLER	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	Jean-Claude MULLER	 	 
	 

	 	 	 	 	 	Senior Vice President Scientific	 	 
	 

	 	 	 	 	 	and Medical Operations	 	 
	 

	 	 	 	 	 	Administration and Ressources	 	 






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LIST OF ANNEXES TO THE AMENDED AND RESTATED IL-13 LICENSE AGREEMENT





			
	Annex 1 :	 	Updated description of IL-13 Patents






			
	Annex 2 :	 	List of on-going IL-13 Development Programs






			
	Annex 4.2.:	 	List of countries covered by claims under the [...***...] patents





	 	 	 	 	 
	 

	 	*
	 	Confidential Treatment Requested
	 

	 	 	 	under 17 C.F.R. §§200.80(b)(4) and 
	 

	 	 	 	240.24b-2(b)(1)






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Annex 1

TO THE AMENDED AND RESTATED IL-13 LICENSE AGREEMENT




UPDATED DESCRIPTION OF IL-13 PATENTS




[...***...]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	[...***...]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





	 	 	 	 	 
	 

	 	*
	 	Confidential Treatment Requested
	 

	 	 	 	under 17 C.F.R. §§ 200.80(b)(4) and 
	 

	 	 	 	240.24b-2(b)(1)






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	 	[...***...]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





	 	 	 	 	 
	 

	 	*
	 	Confidential Treatment Requested
	 

	 	 	 	under 17 C.F.R. §§ 200.80(b)(4) and 
	 

	 	 	 	240.24b-2(b)(1)






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Annex 2

TO THE AMENDED AND RESTATED IL-13 LICENSE AGREEMENT




LIST OF ON-GOING IL-13 DEVELOPMENT PROGRAMS




UVIDEM




COLLIDEM




[...***...]




	 	 	 	 	 
	 

	 	*
	 	Confidential Treatment Requested
	 

	 	 	 	under 17 C.F.R. §§ 200.80(b)(4) and 
	 

	 	 	 	240.24b-2(b)(1)






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ANNEX 4.2

TO THE AMENDED AND RESTATED IL-13 LICENSE AGREEMENT




Llist of countries covered by claims of the [...***...] patents




[...***...]




[...***...]

[...***...]

[...***...]

[...***...]

[...***...]




[...***...]




[...***...]




	 	 	 	 	 
	 

	 	*
	 	Confidential Treatment Requested
	 

	 	 	 	under 17 C.F.R. §§200.80(b)(4) and 
	 

	 	 	 	240.24b-2(b)(1)







16