Exhibit 10.5


 


[ **** ] indicates confidential portions have been
redacted and submitted separately pursuant to  confidentiality request with
the Commission


 


CONFIDENTIAL


 


RESEARCH AND COMMERCIALIZATION AGREEMENT


 


THIS RESEARCH AND COMMERCIALIZATION
AGREEMENT (the “Agreement”), effective as of April 6,
2004 (the “Effective Date”), is entered by and between MEDAREX, INC., a New
Jersey corporation, with a principal place of business at 707 State Road,
Princeton, New Jersey 08540, GENPHARM INTERNATIONAL, INC., a wholly owned
subsidiary of Medarex, Inc., (collectively, “Medarex”), and CELLDEX
THERAPEUTICS, INC., a Delaware corporation, with a principal place of business
at 519 Route 173 W, Bloomsbury, New Jersey 08804 (“Celldex”).


 


WHEREAS, Medarex
owns or otherwise controls certain technology, including certain patents and
know-how, relating to the use of antibodies in connection with the research and
development of vaccines;


 


WHEREAS, Medarex
has determined that this technology and the associated business opportunities
are outside of Medarex’s core business and, accordingly, can best be exploited
through a separate corporate entity;


 


WHEREAS, Medarex
has caused Celldex to be incorporated for this purpose; and


 


WHEREAS, Celldex
wishes to acquire from Medarex an option to obtain exclusive commercial
licenses under the Medarex Technology (as defined below) for the use of the
Medarex Mice (as defined below) to prepare fully human antibodies, and subject
to the availability of such license rights with regard to such antibodies,
Medarex is willing to grant such licenses, on the terms and conditions herein.


 


NOW, THEREFORE, in
consideration of the foregoing premises and the mutual promises and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound, do hereby agree as follows:


 


1.             DEFINITIONS


 


1.1           “Additional Mice” shall mean (a) the mice developed by
Kirin Brewery Company, Ltd. (“Kirin”) using certain transchromosomal technology
and licensed to Medarex pursuant to the Collaboration and License Agreement
between Medarex and Kirin, dated September 4, 2002 (the “Kirin Agreement”),
and (b) the mice developed through the crossbreeding of the Medarex Mice
with the mice described in clause (a) of this Section 1.1 and
licensed to Medarex pursuant to the Kirin Agreement.


 


1.2           “Affiliate” shall mean any Person that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or
is under common control with another


 

















 


Person.  For purposes of this definition only, “control”
and, with correlative meanings, the terms “controlled by” and “under common
control with” shall mean (a) the possession, directly or indirectly, of
the power to direct the management or policies of a Person, whether through the
ownership of voting securities or by contract relating to voting rights or
corporate governance, or (b) the ownership, directly or indirectly, of at
least fifty percent (50%) of the voting securities or other ownership interest
of a Person; provided that, if local law restricts foreign: ownership, control
will be established by direct or indirect ownership of the maximum ownership
percentage that may, under such local law, be owned by foreign interests.  For purposes of this Section 1.2, (i) “Person”
shall mean an individual, sole proprietorship, partnership, limited
partnership, limited liability partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated
association, joint venture or other similar entity or organization, including a
government or political subdivision, department or agency of a government , and
(ii) neither Medarex, Celldex nor Genmab A/S shall be deemed to be an “Affiliate”
of the other(s).


 


1.3           “Antibody” shall mean any fully human antibody, or fragment
thereof, with a unique amino acid sequence that has been raised against a
Research Antigen.  By way of
clarification, (i) Antibodies with different amino acid sequences shall be
deemed to be different Antibodies, irrespective of whether they bind to the
same Research Antigen, and (ii) any single chain antibody that is derived
from an Antibody shall be deemed to be the same Antibody as the Antibody from
which it is derived.


 


1.4           “Antibody Materials” shall mean any and all genes and DNA
sequences, including vectors containing same, that code for an Antibody and any
hybridoma that produces an Antibody. 
References in the Agreement to a “Antibody Materials” shall include (a) cells
expressing or secreting such Antibody or containing nucleotide sequences
(whether coding or non-coding) with respect to the expression of such Antibody,
and (b) nucleotide sequences (whether coding or non-coding) with respect
to the expression of such Antibody (or a fragment of such entire Antibody
containing that portion of such Antibody conferring binding specificity for a
Research Antigen).


 


1.5           “Antigen” shall mean any protein (including any glyco- or
lipo-protein), carbohydrate, compound or other composition, and any fragment,
peptide or epitope thereof, that stimulates the production of antibodies.


 


1.6           “Approval” shall mean all approvals, licenses, registrations
and authorizations of all governmental agencies in a country necessary for the
manufacture, use or sale of a Product in the applicable country.


 


1.7           “Backup Antibody” shall have the meaning set forth in Section 4.2.1.


 


1.8           “Biological License Application” or “BLA” shall mean a
Biological License Application as defined in the U.S. Food, Drug and Cosmetics
Act and the regulations promulgated thereunder, and any corresponding or
equivalent foreign application, registration or certification.


 


1.9           “Calendar Quarter” shall mean each three-month period
commencing January 1, April 1, July I or October I of each
year during the term of this Agreement.


 


2

















 


1.10         “Commercially Reasonable Efforts” shall mean, with respect
to a Product, efforts and resources similar to those employed by Celldex to
develop, manufacture or market a product of similar market potential at a
similar stage in its product life, taking into account for example the
establishment of the Product in the marketplace, the competitiveness of
alternative products, the likely proprietary position of the Product, the
likelihood of regulatory approval for the Product, the potential profitability
of the Product and Celldex’s resources available.  Commercially Reasonable Efforts shall be
determined on a market-by-market basis for each Product.


 


1.11         “Confidential Information” shall mean, subject to the
provisions of .Article 9 hereof, any information, whether in oral,
written, graphic, electronic or tangible form, disclosed by one party to the
other hereunder or under any agreement governing the use and disclosure of
confidential information entered into by the parties prior to the Effective
Date.


 


1.12         “Control” or “Controlled” shall mean, with respect to a
particular item of information or intellectual property right, (i) that
the party owns and has the ability to grant to the other party the licenses to
such item provided for herein, without violating the terms of any agreement or
other arrangement with any third party, and/or (ii) that the party has a
license to such item and has the ability to grant to the other party the
licenses to such item provided for herein, without violating the terms of any
agreement or other arrangement with any third party.


 


1.13         “Cross License Agreement” shall mean that certain Cross
License Agreement between and among Medarex, Cell Genesys, Inc., Abgenix, Inc.,
Xenotech, L.P. and Japan Tobacco Inc., dated March 26, 1997.


 


1.14         “Exclusive Commercial License” shall have the meaning set
forth in Section 4.3.


 


1.15         “FDA” shall mean the U.S. Food and Drug Administration and
any successor agency thereto.


 


1.16         “First Commercial Sale” shall mean, with respect to each
Product in each country, the first bona fide commercial sale by Celldex, its
Affiliates or Sublicensees of such k Product following Marketing Approval in
such country; provided, however, that where such first commercial sale has
occurred in a country for which government pricing or government reimbursement
approval is needed for widespread commercial sale (for clarification, the
parties acknowledge that no such approval is currently required in the United
States), then such sales shall not be deemed a First Commercial Sale until such
pricing or reimbursement approval has been obtained.


 


1.17         “IND” shall mean an Investigational New Drug application, as
defined in the U.S. Food, Drug and Cosmetics Act and the regulations
promulgated thereunder, or any corresponding or equivalent foreign application,
registration or certification.


 


1.18         “Licensed Antibody” shall mean an Antibody to which Celldex
obtains an Exclusive Commercial License pursuant to Section 4.3.


 


3

















 


1.19         “Marketing Approval” shall mean, with respect to each
country of the Territory for a particular Product, approval of the applicable
MAA filed in such country by the health regulatory authority in such country
that is the counterpart of the FDA.  It
is understood that Marketing Approval does not necessarily include pricing or
reimbursement approval.


 


1.20         “Marketing Approval Application” or “MAA” shall mean, on a
Product-by-Product basis, a New Drug Application or Biologics License
Application as required under the U.S. Food, Drug and Cosmetics Act and the
regulations promulgated thereunder, or a comparable filing in a foreign
country.


 


1.21         “Medarex Mice” shall mean any of Medarex’s im niinizable
transgenic mice containing unrearranged human immunoglobulin heavy and light
chain transgenes, each inserted into mouse chromosomes, but excluding the
Additional Mice.


 


1.22         “Medarex Technology” shall mean the Medarex Patent Rights
and Medarex Know How.


 


1.22.1      “Medarex Patent Rights” shall mean all United States and
foreign patents (including all reissues, extensions, substitutions,
re-examinations, supplementary protection certificates and the like, and
patents of addition) and patent applications (including, without limitation,
all continuations, continuations-in-part and divisions thereof) Controlled by
Medarex during the term of this Agreement that claim an invention which is
necessary or reasonably useful for the use of the Medarex Mice to ‘create
Antibodies or to develop, produce, make, have made, import, have imported, use,
offer for sale and sell a Licensed Antibody or Product.


 


1.22.2      “Medarex Know How” shall mean the Confidential Information
Controlled by.  Medarex during the term
of this Agreement that is necessary or reasonably useful to use of the Medarex
Mice and/or for the exercise of the Medarex Patent Rights, including without
limitation, technical data, protocols and methods.  For the avoidance of doubt, the Medarex Know
How does not include any Medarex Patent Rights.


 


1.23         “Mice Materials” shall mean any parts or derivatives of the
Medarex Mice, including without limitation, hybridomas, cells or other
biological materials derived directly or indirectly from the Medarex Mice, but
excluding all Antibodies and Antibody Materials.


 


1.24         “MRC Agreement” shall mean that certain License Agreement
among the Medical Research Council, Agricultural and Food Research Council
Institute of Animal Physiology and Genetics Research of Babraham Hall, Marianne
Bruggemann and GenPharm International, Inc., effective October 1,
1993, and any amendments thereto.


 


1.25         “Net Sales” shall mean, [ **** ]


 


1.26         “Phase I Clinical Trial” shall mean a human clinical trial,
the principal purpose of which is a preliminary determination of safety in
healthy individuals or patients as required in 21 C.F.R. §312, or a similar
clinical study prescribed by the regulatory authorities in


 


4

















 


a country other than
the United States.  A Phase I Clinical
Trial shall be deemed to have commenced when the first subject in the study has
been enrolled.


 


1.27         “Phase II Clinical Trial” shall mean a human clinical trial
for which a primary endpoint is a preliminary determination of efficacy or dose
ranges in patients with the disease being studied as required in 21 C.F.R.
§312, or a similar clinical study prescribed by the regulatory authorities in a
country other than the United States. 
Any well-controlled study SSBB1-555152-vl-Final Medarex Celldex Research
and commercialization Agreement intended to provide the substantial evidence of
efficacy necessary to support the filing of an approvable MAA (such as a
combined Phase II Clinical Trial/ Phase III Clinical Trial, or any Phase III
Clinical Trial in lieu of a Phase II Clinical Trial) (a “Pivotal Study”) shall
automatically be deemed to have reached Phase II status.  A Phase II Clinical Trial shall be deemed to
have commenced when the first subject in the study has been enrolled.


 


1.28         “Phase III Clinical Trial” shall mean a human clinical
trial, the principal purpose of which is to establish safety and efficacy in
patients with the disease being studied as required in 21 C.F.R. §312, or
similar clinical study prescribed by the regulatory authorities in a country
other than the United States.  A Phase
III Clinical Trial shall also include any other human clinical trial intended
as a Pivotal Study, whether or not such study is a traditional Phase DI
Clinical Trial.  A Phase III Clinical
Trial shall be deemed to have commenced when the first patient has been
enrolled in a Pivotal Study.


 


1.29         “Product” shall mean any composition or formulation
incorporating one or more Licensed Antibodies.


 


1.30         “Research Antigen” shall mean a protein, peptide,
carbohydrate, chemical entity, compound or other composition, and/or any
fragment, peptide or epitope thereof, used by Celldex, or by Medarex on behalf
of Celldex, to immunize the Medarex Mice in connection with the Research
Program and with respect to which Celldex obtains a Research License pursuant
to Section 3.1 and which is thereafter listed in Exhibit A hereto,
which Exhibit may be amended from time to time by the mutual agreement of
the parties; provided, however, that the antigen, [ **** ] shall in no event be
a Research Antigen.


 


1.31         “Research License” shall mean the nonexclusive research
license with regard to a particular Research Antigen granted by Medarex to
Celldex pursuant to Section 3.1.


 


1.32         “Research License Period” shall mean, on a Research
Antigen-by-Research Antigen basis, the period commencing on the date that
Medarex notifies Celldex of the availability of an antigen pursuant to Section 3.2
(the “Notification Date”), and ending on the earlier of (i) twelve (12)
months after the Notification Date, or if extended pursuant to Section 3.4.2,
the expiration of any such extension(s), or (ii) when Celldex has taken an
Exclusive Commercial License with respect to the particular Research Antigen
pursuant to Section 4.3, or (iii) the termination of the Agreement.


 


1.33         “Research Program” shall mean (i) the immunization of
Mice conducted by Celldex or, as applicable, by Medarex on behalf of Celldex
pursuant to Section 2.2, during the Research License Period, and (ii) the
evaluation of Antibodies conducted by Celldex with respect


 


5

















 


to specific Research
Antigens during the applicable Research License Periods, each in connection
with Celldex’s assessment of the usefulness of the Medarex Mice to produce
Antibodies and the evaluation of the Antibodies themselves as potential
Licensed Antibodies, for the purpose of determining whether Celldex wishes to
obtain Exclusive Commercial Licenses to such Antibodies.


 


1.34         “Sublicensee” shall mean a third party to whom Celldex has
granted a license or sublicense, as the case may be, pursuant to Section 4.3.2,
to develop, make, have made, import, use, sell, offer for sale or otherwise
exploit Products.


 


1.35         “Territory” shall mean all countries of the world.


 


2.             RESEARCH
PROGRAM


 


2.1           Research Program.  Medarex shall
provide, as reasonably requested by Celldex and pursuant to the terms of this
Agreement, Medarex Mice to Celldex to allow Celldex to immunize Medarex Mice
against Research Antigens during the applicable Research License Period(s), for
the purpose of determining whether Celldex wishes to obtain an Exclusive
Commercial License with regard to one or more specific Antibodies pursuant to Section 4.3.  Celldex agrees that during any applicable Research
License Period(s), the Medarex Mice will be used solely for the purpose of
conducting research under the Research Program and for no other purpose.  Ownership of Medarex Mice and Mice Materials
shall be as set forth in Article 11.


 


2.2           Immunization.  For purposes of the
Research Program, Celldex has the option, as to each Research Antigen, either
to perform immunizations, derive hybridomas and characterize Antibodies with
respect to such Research Antigen, or to request that Medarex perform the immunizations,
derive hybridomas and perform characterizations of Antibodies with respect to
such Research Antigen.  In the event
Celldex requests that Medarex perform the immunization for a given Research
Antigen, Celldex shall supply all Research Antigen needed by Medarex for such
purpose and shall pay Medarex the amounts set forth in Section 5.1.  Medarex’s obligation to perform such
immunizations is conditioned upon the receipt by Medarex from Celldex of
Research Antigen of sufficient quantity and quality for such purpose.  Medarex shall not use Research Antigen
provided by Celldex for any purpose other than immunization of Medarex Mice for
the benefit of Celldex.


 


2.3           Reasonable Efforts.  In the event that Celldex requests Medarex to
perform immunizations pursuant to Section 2.2, Medarex shall use
reasonable efforts to conduct requested immunizations and characterizations of
Antibodies and agrees to use reasonable efforts to commit the personnel,
facilities and other resources reasonably necessary to perform the
immunizations; provided, however, Medarex does not warrant that the
immunizations shall result in the identification of any Antibody suitable for
development as a Product.


 


2.4           Limited Use.


 


2.4.1        Celldex shall only grant access to the Medarex Mice to those
of its employees who require such access for the performance of this
Agreement.  Celldex shall not breed the
Medarex Mice, use them for any purpose other than the conduct of the Research
Program, or transfer them to any other person or entity or to any place other
than Celldex


 


6

















 


facilities without the prior written approval of Medarex.  Celldex shall not make any effort, directly
or indirectly, to clone or otherwise reproduce the Mice by any means, sexual or
asexual.


 


2.4.2        (a)     In the event that Celldex uses the Medarex Mice for any
purpose not permitted under this Agreement, in addition to any other remedies
Medarex may have, Medarex may cause Celldex to (i) assign to Medarex all
right, title, and interest to all intellectual property arising from such use, (ii) in
a reasonably timely manner execute those documents, as requested by Medarex,
necessary to document and/or perfect the assignment of such intellectual
property, and (iii) transfer ownership and possession to Medarex of any
and all Antibodies and Antibody Materials produced, generated or derived by
Celldex in the course of such non permitted use.


 


(b)           In the event that
Medarex uses Research Antigen provided by Celldex for any purpose not permitted
under this Agreement, in addition to any other remedies Celldex may have,
Celldex may cause Medarex to (i) assign to Celldex all right, title, and
interest to all intellectual property arising from such use, (ii) in a
reasonably timely manner execute those documents, as requested by Celldex,
necessary to document and/or perfect the assignment of such intellectual
property, and (iii) transfer ownership and possession to Celldex of any
and all Antibodies and Antibody Materials produced, generated or derived by
Medarex in the course of such non-permitted use.


 


2.5           Care in Use of Medarex Mice.  It is understood and agreed that the Medarex
Mice are experimental in nature and may have unknown characteristics, and
Celldex therefore agrees to use prudence and reasonable care in the use,
handling, storage, transportation, disposition and containment of the Medarex
Mice, and to maintain the Medarex Mice under suitable containment conditions in
compliance with all applicable national, state and local laws, regulations, rules and
ordinances.


 


2.6           Records.  Celldex shall
prepare and maintain complete and accurate written records of all uses made of
the Medarex Mice and the Mice Materials, and copies of such records will be
furnished to Medarex, upon Medarex’s written request; provided, however, that
Medarex shall maintain such records and the information contained therein in
strict confidence in accordance with Article 9 hereof, and shall not use
such records or information except to the extent permitted by this Agreement.  In the event that Medarex performs
immunizations of the Medarex Mice on behalf of Celldex pursuant to Section 2.2,
Medarex shall prepare and maintain complete and accurate written records with
respect to such immunizations and copies of such records will be furnished to
Celldex, upon Celldex’s written request; provided, however, that Celldex shall
maintain such records and the information contained therein in strict
confidence in accordance with Article 9 hereof, and shall not use such
records or information except to the extent permitted by this Agreement


 


2.7           Termination of Research Program.


 


2.7.1        Termination by Celldex.  Should Celldex elect to terminate the
Research Program for all Research Antigens without obtaining an Exclusive
Commercial License pursuant to Section 4.3, this Agreement shall
immediately terminate, in accordance with


 


7

















 


the terms of Section 13.4, upon thirty (30) days from the date of
Medarex’s receipt of written notice from Celldex of such election.


 


2.7.2        Expiration of the Research Program.  In the event that Celldex has not obtained at
least one (1) Research License by the second anniversary of the Effective
Date, or thereafter does not have a Research License or Exclusive Commercial
License in effect for any six (6) month period, the Research Program shall
expire, and, unless the parties mutually agree otherwise, this Agreement shall
automatically terminate as of such date in accordance with the terms of Section 13.4.  In the event that Celldex has obtained at
least one (I) Research License by the second anniversary of the Effective
Date but has not exercised its option to take an Exclusive Commercial License
by the end of the last Research License Period, this Agreement shall automatically
terminate, in accordance with the terms of Section 13.4, as of the end of
the last Research License Period.


 


3.             RESEARCH LICENSES


 


3.1           Research Licenses for Each Research Antigen.  At any time commencing upon the Effective
Date and ending on the fifth anniversary of the Effective Date, on a Research
Antigen-by-Research Antigen basis, commencing on the date that Medarex has
notified Celldex that a particular Antigen is available for licensing to
Celldex pursuant to Section 3.2 below, Medarex shall grant, and does
hereby grant, to Celldex a non-exclusive, non-sublicenseable, non-transferable
license under the Medarex Technology and Medarex’s rights in the Medarex Mice,
during the Research License Period applicable to such Research Antigen, to
immunize the Medarex Mice to raise Antibodies against such Antigen, which
Antigen shall be deemed a Research Antigen subsequent to such grant, and to
further evaluate whether Celldex wishes to acquire an Exclusive Commercial
License(s) with respect to any such Antibody(ies).  The parties shall thereupon amend Exhibit A
to add such Research Antigen thereto. 
Upon expiration of the Research License Period for a given Research
Antigen, the applicable Research License shall terminate.  Celldex shall be entitled to obtain five (5) Research
Licenses during the term of Agreement. 
Medarex hereby grants to Celldex a non-exclusive, non-sublicenseable,
non- f transferable license under the Medarex Technology and Medarex’s rights
in the Medarex Mice, to immunize the Medarex Mice to raise Antibodies against
the [ **** ], during the Research License Period applicable to such Research
Antigen, which Research Antigen is included on Exhibit A hereto.  For the avoidance of doubt, the Research
License granted hereunder with respect to the [ **** ] is deemed
to be one of the five (5) such Research Licenses available to Celldex
under this Agreement.


 


3.2           Antigen Availability for Research Use.  For each Antigen for which Celldex desires to
obtain a Research License pursuant to Section 3.1, Celldex shall provide
Medarex with a written description of such Antigen.  Each such Antigen shall be a specific
molecular target or biochemical entity, such as defined proteins or
polypeptides (including glyco- or lipo-proteins or carbohydrates) and the parties
shall agree on a written description of such Antigen, which description shall
include, where possible, a GenBank accession number.  Within thirty (30) business days following
receipt of notice from Celldex regarding its desire to obtain a Research License
with regard to a particular Antigen hereunder, Medarex will notify Celldex
whether the rights requested by Celldex are available for licensing to
Celldex.  It is understood and agreed
that an Antigen may not be available for Celldex for a Research License


 


8

















 


if: (i) Medarex
is actively engaged in discussions with a third party with regard to exclusive
rights with respect to such Antigen and antibodies thereto, or (ii) Medarex
has previously granted a third party rights with respect to such Antigen and/or
antibodies relating thereto that would preclude Medarex from granting the
rights contained herein to Celldex, or (iii) Medarex has initiated an
active program of research, development or commercialization with respect to
such Antigen or antibodies thereto or has an intent to initiate an active
program with regard to such Antigen or antibodies thereto as shown by written
records that predate Celldex’s written request. 
If Medarex notifies Celldex that a particular Antigen requested by
Celldex pursuant to this Section 3.2 is (i) available for use in the
Research Program, such Antigen shall be a Research Antigen as set forth in Section 3.1,
shall thereupon be added to Exhibit Aand shall count against the total of
five (5) such Research Licenses available to Celidex pursuant to Section 3.1;
and (ii) not available for use in the Research Program, such Antigen shall
not be a Research Antigen and shall not be counted against the total of five (5) such
Research Licenses available to Celldex pursuant to Section 3.1.


 


3.3           Research License Fee.  The parties acknowledge and agree that
Celldex shall not owe any payment for the initial twelve (12) months of a
Research License Period with respect to each Research Antigen.  For each extension of such Research License
Period hereunder, within thirty (30) days of providing written notice to
Medarex of Celldex’s desire to extend the Research License Period with respect
to a Research Antigen, Celldex shall pay the amount set forth in Section 5.2


 


3.4           Research License Period.


 


3.4.1        Initial Period.  The initial
Research License Period for a particular Research Antigen shall commence on the
date that Medarex notifies Celldex that a particular Research Antigen is
available for licensing by Celldex pursuant to Section 3.2 and shall
expire twelve (12) months later.


 


3.4.2        Extension of Research License Period.  On a Research Antigen-by-Research Antigen
basis, Celldex will have the option to extend the term of the Research License
Period and the corresponding Research License, for up to two (2) additional
twelve (12) month periods for a total Research License Period of thirty-six
(36) months, by providing Medarex written notice at least sixty (60) days
before the end of the applicable Research License Period and paying to Medarex
the Research License Period extension fee as described in Sections 3.3 and
5.2.  Upon receipt of the other party’s
written permission, such permission not to be unreasonably withheld, a party
shall be entitled to make a press release announcing each such extension of the
Research License Period following receipt of Celldex’s notice of its wish to
extend the Research License Period.


 


3.5           Destruction of Medarex Mice, Mice Materials,
Antibodies and Antibody Materials; Covenant.  If Celldex does not
enter into an Exclusive Commercial License for an Antibody against a given
Research Antigen under Section 4.3 by the end of the applicable Research
License Period:


 


3.5.1        Within fifteen (15) days of the end of the applicable
Research License Period, Celldex shall destroy all Medarex Mice immunized with
such Research Antigen


 


9

















 


and all Mice Materials derived from such Medarex Mice, and all
Antibodies and Antibody Materials obtained through use of such Medarex Mice
with respect to such Research Antigen, and promptly after such destruction an
officer of Celldex shall provide Medarex with written certification thereof;
and


 


3.5.2        In the event Celldex has filed patent applications disclosing
or claiming inventions comprising Antibodies or Antibody Materials or making or
using thereof, obtained through the use of Medarex Mice and/or Mice Materials,
with respect to such Research Antigen, Celldex covenants that it shall, at its
election, either abandon, or assign to Medarex, such patents or patent
applications.  Notwithstanding the
foregoing, if Celldex intends to abandon such patents or patent applications
and such patents or patent applications, or any scientific articles relating
thereto, have been or will be, published, then in lieu of such abandonment,
Celldex shall assign to Medarex such patents or patent applications.  In the event Celldex is to assign such
patents or patent applications to Medarex, Celldex shall execute those documents,
as requested by Medarex, necessary to document and/or perfect the assignment of
such patents and/or patent applications, and upon the completion of such
assignment, Celldex shall provide to Medarex a detailed invoice showing all
costs incurred by Celldex in prosecuting and maintaining such patent
applications and patents prior to the date of such assignment.  Within sixty (60) days of receiving such
detailed invoice, Medarex shall reimburse Celldex for such costs.  Notwithstanding the foregoing, Celldex shall
retain an irrevocable, royalty-free, worldwide, nonexclusive license, without a
right to sublicense, assign or otherwise transfer such license, from Medarex
under such patents and patent applications, and any foreign equivalents,
divisionals, continuations, CIPs, reissues and reexaminations thereof, and
patents issuing therefrom, to discover, develop and commercialize any and all
antibodies against such Research Antigen, which antibodies are identified using
technology other than Medarex Technology and/or Medarex Mice, Mice Materials,
Antibodies or Antibody Materials.  It is
understood and agreed that Celldex shall not be obligated to assign to Medarex
patent rights in any inventions that consist solely of the compositions of such
Research Antigen itself.


 


3.6           Termination of Specific Research License.  Celldex may terminate the Research License
for any Research Antigen at any time by giving written notice to Medarex.  Upon expiration of the Research License
Period for a Research Antigen, the corresponding Research License granted
hereunder shall expire.  Following the
termination or expiration of the applicable Research License, Celldex shall
have no further license rights under the Medarex Technology with respect to the
Research Antigen and any Antibodies against such Research Antigen, and the
terms of Section 3.5 shall apply.


 


4.             OPTIONS; COMMERCIAL LICENSES


 


4.1           Option for Exclusive Commercial Licenses.


 


4.1.1        Subject to the availability of a particular Antibody(ies) to
a Research Antigen for exclusive licensing by Celldex pursuant to Section 4.2,
during the term of the applicable Research License Period, Celldex shall have a
non-exclusive option to obtain an Exclusive Commercial License as set forth in Section 4.3.  The option granted under this Section 4.1.1
shall terminate at the end of the Research License Period for the applicable
Research Antigen.


 


10

















 


4.1.2        In no event will Celldex initiate any human clinical trials
with respect to, nor file an IND on, a Product containing an Antibody without
first obtaining an Exclusive Commercial License with respect to such Antibody
pursuant to the procedures set forth in Sections 4.1, 4.2 and 4.3.


 


4.1.3        Celldex covenants that it shall not commercialize any Antibody
and/or Antibody Materials obtained through the Research Program with respect to
a Research Antigen without obtaining an Exclusive Commercial License with
respect to such Antibody or Antibody Materials under Section 4.3.


 


4.2           Antibody Availability for Commercial Use.


 


4.2.1        Antibody, Backup Antibody and Antigen
Identification.  At any time during the Research License
Period with respect to a particular Research Antigen, Celldex may provide
written notice to Medarex that it wishes to acquire an Exclusive Commercial
License to an Antibody raised against such Research Antigen and to Products
containing such Antibody.  In such
written notice, Celldex shall provide the amino acid sequence for the Antibody
and the genetic sequence for the Research Antigen that it was raised
against.  In such written notice, Celldex
shall have the right to identify up to two (2) additional Antibodies
raised against such Antigen to be named as “Backup Antibodies” with respect to
the individual Antibody, if any, to which Celldex obtains an Exclusive
Commercial License hereunder.  In such
notice, Celldex shall provide the amino acid sequence for such Backup
Antibody(ies).


 


4.2.2        Notice of Availability.  Within thirty (30) business days following
receipt of notice provided pursuant to Section 4.2.1 with respect to an
Antibody (or Backup Antibody(ies)), subject to Section 4.2.4, Medarex will
notify Celldex whether the rights requested by Celldex with respect to such
Antibody(ies) (or Backup Antibody(ies)) are available for licensing to Celldex.


 


4.2.3        License Fee.  If Medarex notifies
Celldex, pursuant to Section 4.2.2, that an Exclusive Commercial License
is available with respect to a given Antibody (or Backup Antibody(ies)) as
requested by Celldex under Section 4.2.1, within fifteen (15) business
days of Medarex’s notice of such availability, Celldex shall pay to Medarex the
Exclusive Commercial License fee due pursuant to Section 5.3 with respect
to such Exclusive Commercial License.


 


4.2.4        Unavailability.  It is understood
and agreed that Celldex may be unable to receive an Exclusive Commercial
License to an Antibody (or Backup Antibody(ies)) if, prior to Celldex’s request
for an Exclusive Commercial License pursuant to Section 4.2.1, Medarex has
granted rights to a third party to an antibody with the same amino acid
sequence as the Antibody (or the Backup Antibody(ies)).  It is further understood and agreed that any
Exclusive Commercial License granted to Celldex shall be subject to any rights
then in effect granted by Medarex to one or more third parties with respect to
the applicable Research Antigen and any antibodies related thereto.


 


11

















 


4.3           Exclusive Commercial License.


 


4.3.1        Grant.  If Celldex elects
to exercise its option to acquire an Exclusive Commercial License with respect
to a particular Antibody pursuant to Section 4.1, and Medarex informs
Celldex that such Antibody is available for licensing pursuant to Section 4.2,
and Celldex pays the Exclusive Commercial License fee pursuant to Section 5.3,
then subject to the terms and conditions of this Agreement, and commencing as
of the date Medarex has both (i) so informed Celldex and (ii) received
from Celldex such fee, Medarex is automatically deemed to grant, and in such
event hereby grants, to Celldex, on an Antibody-by-Antibody basis, a worldwide,
exclusive (even as to Medarex), non-transferable, royalty-bearing license under
the Medarex Technology and Medarex’s rights in the Medarex Mice, with the right
to sublicense as permitted in Section 4.3.2, to use the Medarex Mice to
develop, make, have made, import, have imported, use, offer for sale and sell
such Antibody, which license is non-exclusive with respect to a Research
Antigen and exclusive with respect to the specific Antibody (which Antibody
shall be deemed a Licensed Antibody for all purposes hereunder) (an “Exclusive
Commercial License”).


 


Medarex covenants that, upon informing Celldex that an
Antibody (or Backup Antibody(ies)) is available for exclusive commercial licensing
pursuant to Section 4.2.2, Medarex shall not license to any third party
any rights to make, have made, import, have imported, use, offer for sale or
sell Products containing such Antibody (or Backup Antibody(ies)) against such
Research Antigen raised using the Medarex Mice; provided however, if Celldex
fails to pay the commercial license fee due pursuant to Section 5.3 with
respect to such Antibody, such covenant shall thereafter immediately
terminate.  The parties acknowledge and
agree that any Exclusive Commercial Licenses granted hereunder shall be subject
to the terms and conditions of the Cross License Agreement.


 


In the event that the development of a Licensed
Antibody is terminated by Celldex for any reason, but Celldex does not wish to
terminate the Exclusive Commercial License with respect to such Licensed
Antibody pursuant to Section 4.3.3, then Celldex may, at its sole
discretion and without payment of any additional license fee, designate as the
Licensed Antibody one (1) of the two (2) Backup Antibodies previously
determined to be available pursuant to Section 4.2.  Thereafter, the remaining Backup Antibody
shall continue to be a Backup Antibody. 
Further, with respect to the development of the newly designated
Licensed Antibody (that had previously been a Backup Antibody), Celldex [ ****
] to Medarex with respect to such newly designated Licensed Antibody that
Celldex [ **** ]  pursuant to Section 5.4
with respect to the replaced Licensed Antibody.


 


4.3.2        Sublicenses.


 


(a)           Subject to Section 4.3.2(b),
Celldex may grant sublicenses under the Medarex Technology to the extent
necessary to develop, make, have made, import, use, offer for sale and sell
Products; provided, however, within ten (10) days of the date any such
sublicense is executed, Celldex shall provide Medarex with at least the
following information with respect to each such Sublicensee: (i) the
identity of the Sublicensee; (ii) a description of the Product and the
rights being granted to the Sublicensee; and (iii) the territory in which
the Product will be sold.  Each
sublicense granted by Celldex shall be consistent with all the terms and
conditions of this Agreement, and subordinate thereto, and Celldex shall remain
responsible


 


12

















 


to Medarex for the compliance of each such
Sublicensee with the financial and other obligations due under this Agreement.


 


(b)           The parties recognize
that according to the provisions of the Cross License Agreement relating to the
Medarex Technology, Medarex may not grant Celldex the right to directly grant
sublicenses under certain Medarex Technology that is covered by the Cross
License Agreement to sell, lease, and offer for sale or lease Products.  So long as such provisions are in effect, if
Celldex grants or desires to grant a sublicense to a particular Sublicensee
under the Medarex Technology pursuant to Section 4.3.2(a) to sell,
lease, and offer for sale or lease a particular Product, then Medarex shall
enter into an agreement with such Sublicensee which grants a direct license to
such Sublicensee under such of the Medarex Technology that is covered by the
Cross License Agreement to sell, lease, and offer for sale or lease such
Product on the same terms and conditions as the sublicense granted by or desired
to be granted by Celldex to such Sublicensee (“Direct Sublicense Agreement”);
provided, each such Direct Sublicense Agreement granted by Medarex shall: (i) be
consistent with all the terms and conditions of this Agreement; (ii) provide
that all performance obligations of such Sublicensee, including without
limitation, with respect to development and commercialization of Products and
payment of amounts owing under the sublicense granted to such Sublicensee by
Celldex, shall be owed to Celldex and not to Medarex; (iii) not conflict
with any of the rights granted under this Agreement; (iv) provide that
Celldex is a third party beneficiary under such Direct Sublicense Agreement,
with the right, at Celidex’s expense, to enforce the terms and conditions of
such Direct Sublicense Agreement against such Sublicensee, including the right
to collect all monies due to Celldex from such Sublicensee under such Direct
Sublicense Agreement; and (v) be subject to Celidex’s approval, such
approval not to be unreasonably withheld. 
Further, it is understood and agreed by Celldex that, in such sublicense
granted by Celldex to such Sublicensee, Celldex shall make the rights related
to such certain Medarex Technology granted by Medarex to Celldex under Section 43
subordinate to such direct license granted by Medarex to such Sublicensee, such
that the rights granted by Medarex to Celldex under Section 4.3.1 shall
not be in conflict with the rights granted to such Sublicensee by Medarex under
this Section 4.3.2(b).


 


4.3.3        Termination of Exclusive Commercial License.


 


(a)           Termination.  Celldex may terminate the Exclusive
Commercial License with respect to any particular Licensed Antibody at any time
with immediate effect by giving written notice to Medarex.  Following the termination of the applicable
Exclusive Commercial License, Celldex shall have no further license rights
under the Medarex Technology with respect to the Antibody that was the subject
of such Exclusive Commercial License. 
Within thirty (30) days after termination of the Exclusive Commercial
License with respect to a specific Licensed Antibody, Celldex shall destroy any
and all Medarex Mice immunized with the given Research Antigen, Mice Materials
derived from such Medarex Mice, and any and all Antibodies, Antibody Materials
and Products obtained through the use of such Medarex Mice, with respect to
such Research Antigen.


 


(b)           Covenants.  Upon termination of an Exclusive Commercial
License with respect to a particular Licensed Antibody to a given Research
Antigen, in the event that Celldex has filed any patent applications disclosing
or claiming Antibodies and Antibody


 


13

















 


Materials, or the making or using thereof,
obtained through the use of Medarex Mice and/or Mice Materials with respect to
such Research Antigen, Celldex covenants that it shall, at its election, either
abandon, or assign to Medarex, such patents or patent applications.  In addition, Celldex covenants it shall not
commercialize any Antibody and/or AntibodyMaterials obtained through the use of
such Medarex Mice and/or Mice Materials with respect to such Research
Antigen.  Notwithstanding the foregoing,
if Celldex intends to abandon any such patents or patent applications and such
patents or patent applications, or any scientific articles relating thereto,
have been or will be published, then in lieu of such abandonment, Celldex shall
assign to Medarex such patents or patent applications.  In the event Celldex is to assign such
patents or · patent applications to Medarex, Celldex shall execute
those documents, as requested by Medarex, necessary to document and/or perfect
the assignment of such patents and/or patent applications, and upon the
completion of such assignment, Celldex shall provide to Medarex a detailed
invoice showing all costs incurred by Celldex in prosecuting and maintaining
such patent applications and patents prior to the date of such assignment.  Within sixty (60) days of receiving such
detailed invoice, Medarex shall reimburse Celldex for such costs.  It is understood and agreed that Celldex
shall not be obligated to assign to Medarex patent rights in any inventions
that consist solely of the compositions of such Research Antigen itself
Notwithstanding the foregoing, Celldex shall retain an irrevocable,
royalty-free, worldwide, nonexclusive license, without a right to sublicense,
assign or otherwise transfer such license, from Medarex under such patents and
patent applications, and any foreign equivalents, divisionals, continuations,
CIPs, reissues and reexaminations thereof, and patents issuing therefrom, to
discover, develop and commercialize any and all antibodies against such
Research Antigen, which antibodies are identified using technology other than
Medarex Technology and/or Medarex Mice, Mice Materials, Antibodies or Antibody
Materials.


 


4.3.4        Existing Grants.  Celldex
acknowledges and agrees that: (a) pursuant to the Cross License Agreement,
Medarex has granted a non-exclusive license under certain Medarex Patent Rights
to develop and commercialize antibody products with respect to antigens,
including Research Antigens, in the Territory; and (b) pursuant to certain
existing agreements with third parties, Medarex has granted exclusive rights
under the Medarex Technology to develop antibody product(s) with respect
to antigens other than Research Antigens, which antibody product(s) could
comprise the same antibody(ies) as a Licensed Antibody(ies).


 


4.4           Use of Medarex Mice.  Any use of the Medarex Mice by Celldex or its
Affiliates pursuant to a license granted pursuant to Section 4.3 shall be
subject to the provisions of Sections 2.4, 2.5, 2.6, 11.1 and 11.2.


 


5.             CONSIDERATION


 


5.1           Immunization Fees.  If Celldex elects to have Medarex perform
immunizations and characterizations of the Antibodies for the Research Program
pursuant to Section 2.2, Celldex shall pay to Medarex a non-refundable,
non-creditable immunization fee [ **** ] 
for the performance of such activities per calendar quarter per Research
Antigen.  Any payments hereunder shall be
due concurrently with CeIldex’s notice to Medarex that Celldex wishes Medarex
to perform such immunization.


 


14

















 


5.2           Research License Fee; Research License Period
Extension Fee.  If Celldex elects to obtain a Research
License from Medarex pursuant to Section 3.1 with respect to a particular
Antigen, there shall be no license fee for the initial Research License Period
for such Antigen.  If Celldex elects to
extend the Research License Period for a particular Research Antigen pursuant
to Section 3.4.2, then concurrently with its notice that Celldex wishes to
extend the Research License Period for such Research Antigen, Celldex shall pay
to Medarex a non-refundable, non-creditable license fee of [ **** ] for each
twelve (12) month extension.


 


5.3           Exclusive Commercial License Fees.  If Medarex notifies Celldex pursuant to Section 4.2.2
that an Exclusive Commercial License is available with respect to an Antibody
(or Backup Antibody(ies)), and Celldex wishes to exercise its option for an
Exclusive Commercial License pursuant to Section 4.1.1 with respect to
such Antibody (or Backup Antibody(ies)), then Celldex shall pay to Medarex a
non-refundable, non-creditable license fee of [ **** ] for such Exclusive
Commercial License within five (5) business days of such notification or
exercise.  Each time Celldex obtains a
new Exclusive Commercial License pursuant to Section 4.3, a new
non-refundable, non-creditable license fee of [ **** ] shall be due pursuant to
this Section.  For avoidance of doubt, [
**** ] shall be due under this Section 5.3 for, collectively, any one
Antibody and the two Backup Antibodies relating thereto identified pursuant to Section 4.2.1,
and [ **** ] will be payable hereunder in the event Celldex exercises its
rights to substitute a Backup Antibody for an Antibody, or a second Backup
Antibody for the first Backup Antibody as permitted under Section 4.3.1.


 


5.4           Milestone Payments.


 


5.4.1        Milestones.  Within thirty (30)
days following the occurrence of the relevant events specified below, on a
Product-by-Product basis, with respect to each Product subject to an Exclusive
Commercial License, Celldex shall pay to Medarex the following amounts:


 


	
  Milestone

  	
   

  	
  1st

  Product

  	
   

  	
  2nd

  Product

  	
   

  	
  3rd
  and

  Subsequent

  Products

  
	
  1. Upon
  filing of IND or equivalent

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  
	
  2. Upon
  enrollment of the first patient in Phase II Clinical Trial

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  
	
  3. Upon
  enrollment of the first patient in Phase III Clinical Trial

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  
	
  4. Upon
  filing of the first BLA, or equivalent

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  
	
  5. Upon
  approval of the first BLA, or equivalent

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  
	
  6. Upon
  approval of the first BLA, or equivalent, in a second jurisdiction

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  
	
  TOTALS

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  



 


In the event a Product achieves Milestone #3, but has
not, based on the definitions set forth in Article 1, achieved Milestone
#2, the payment associated with Milestone #2 for such Product


 


15

















 


shall nevertheless be due at the same time the payment
is due for such Product with respect to Milestone #3.


 


In the event a Product achieves Milestone #4, but has
not, based on the definitions set forth in Article 1, achieved Milestone
#2 and/or Milestone #3, the payment(s) associated with Milestone #2 and/or
Milestone #3 for such Product, as applicable, shall nevertheless be due at the
same time the payment is due for such Product with respect to Milestone #4.


 


5.4.2        Backup Products.  The payments set
forth in Section 5.4.1 above shall be made with respect to each Product;
provided, however, if Celldex ceases all clinical development of a particular
Product prior to receiving Approval for such Product but after having made one
or more milestone payments with respect to such Product under Section 5.4.1
(a “Discontinued Product”), there shall be [ **** ] due upon the accomplishment
of that same milestone, or those same milestones, with respect to the next
Product with specificity for the same Research Antigen as the Discontinued
Product (the `Backup Product”).  When
milestones are achieved with respect to any Backup Product that were not
previously paid with respect to a corresponding Discontinued Product, such milestone
payments shall be [ **** ].


 


5.4.3        Subsequent Products.  References under Section 5.4.1 to
milestones with regard to the “first Product,” “second Product,” and “third and
subsequent Products” indicate the order in which the milestones are reached by
the Products being developed by Celldex and do not necessarily indicate that
the initial Product developed by Celldex will meet all of the “first Product”
milestones.  The milestones payable under
Section 5.4.1 shall be paid with respect to the first Product that reaches
the applicable milestone, whether or not such Product was the first Product to
meet the previous milestones, and the milestones payable for the second Product
under Section 5.4.1 shall be paid with respect to the second Product that
reaches the applicable milestone, whether or not such Product was the second
Product to meet the previous milestones. 
For example, if a second Product receives approval of a BLA or
equivalent before the first Product reaches that milestone, then a [ **** ]
milestone would be payable to Medarex with respect to such approval of the
second Product even if the first Product reached the milestone for the Phase
III Clinical Trial first.


 


5.4.4        Multiple Products to the Same Research Antigen.  If, following Approval of a first Product
against a given Research Antigen, a second or subsequent Product against such
Research Antigen is developed and/or commercialized, further full sets of
milestone payments as set forth in Section 5.4.1 will become due (except
as provided in Section 5.4.2), and will be payable at the time(s) of
achievement of such milestones by each such Product.  However, it is understood and agreed that
such milestones will not be due for a particular Product for Approval(s) for
additional indications with regard to such Product for which the milestones in Section 5.4.1
were previously paid.


 


5.4.5        Reports.  Except as set forth
in Section 8.4, within fifteen (15) days of the occurrence of any event
which would trigger a milestone payment according to this Section 5.4,
Celldex shall provide notice to Medarex of such occurrence.


 


16














 


5.5           Royalties.


 


5.5.1        Royalty on Net Sales.  In partial consideration for any Exclusive
Commercial License granted by Medarex, Celldex shall pay to Medarex a royalty
on annual (based on a calendar year) aggregate worldwide Net Sales of Products
on a Product-by-Product basis as follows:


 


	
   

  	
   

  	
  Annual Net Sales per Product

  	
   

  	
  Royalty Rate

  
	
  Portion of Annual Net Sales

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  
	
  Portion of Annual Net Sales

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  
	
  Portion of Annual Net Sales

  	
   

  	
  [ **** ]

  	
   

  	
  [ **** ]

  



 


5.5.2        Royalty Rates and Term.  With respect to the royalty rates for
Products, the parties acknowledge and agree that the patent rights and know-how
licensed pursuant to this Agreement justify royalty rates of differing amounts
with respect to sales of such Products, which rates could be applied separately
to Products involving the exercise of such patent rights and/or the
incorporation of such know-how, and that if such royalties were calculated
separately, royalties relating to patent rights and royalties relating to
know-how would last for different terms. 
The parties have determined in light of such considerations and for
reasons of convenience that blended royalty rates for the patent rights and the
know-how licensed hereunder will apply during a single royalty term (which
blended royalty rates would be advantageous to both parties).  Consequently, the parties have agreed to
adopt the royalty rates set forth in Section 5.5.1 hereof.  The royalties due pursuant to Section 5.5.1
shall be payable on a country-by-country and Product-by-Product basis until the
date which is the later of: (i) the expiration of the last to expire of
the patents within the Medarex Patent Rights covering the Product in each
country of manufacture or sale of such Product (such expiration to occur only
after expiration of extensions of any nature to such patents which may be
obtained under applicable statutes or regulations in the respective countries,
such as the Drug Price Competition and Patent Term Restoration Act of 1984 in
the U.S.A. and similar patent extension laws in other countries), and (ii) the
tenth anniversary of the First Commercial Sale of such Product in such
country.  Upon expiration of the royalty
term with respect to a Product in a country (other than as a result of the
early termination of this Agreement), and payment to Medarex of all amounts due
under this Agreement with respect to such Product in such country, the
applicable grants under Article 4 with respect to such Product in such
country shall become non-exclusive and fully paid-up.


 


5.5.3        Third Party Royalties.


 


(a)           Celldex shall be
responsible for the payment of any royalties, license fees and milestone and
other payments due to third parties under license agreements for intellectual
property licensed to Celldex by a third party that is required to make, have
made, use, sell, offer for sale and import Products using the licensed Medarex
Technology, including without limitation, the payment to the Medical Research
Council (“MRC”) of any royalties due the MRC pursuant to the MRC Agreement;
provided, however, that Celldex’s responsibility with respect to the royalties
due to MRC shall be limited to such royalty rate in effect as of the Effective
Date or any reduction in such royalty rate thereafter.


 


(b)           In the event Medarex
acquires rights to additional intellectual property relating to the Medarex
Mice controlled by a third party pursuant to an


 


17

















 


agreement that requires no payments to such
third party and that permits Medarex to include such intellectual property in
this Agreement, such intellectual property shall be included in this Agreement
at no additional charge to Celldex.  In
the event Medarex acquires rights to additional intellectual property relating
to the Medarex Mice controlled by a third party pursuant to an agreement that
requires payments to such third party and that permits Medarex to include such
intellectual property in this Agreement, Celldex and Medarex shall negotiate in
good faith the terms under which such intellectual property shall be included
in this Agreement, including without limitation, additional payments to be made
by Celldex for the right to use such intellectual property.  In the event Celldex and Medarex are unable
to agree on such terms, then the subject matter of such intellectual property
shall not be included within the definition of Medarex Technology, and Celldex
shall have no license or rights with respect to such intellectual property.


 


6.             PAYMENTS


 


6.1           Timing of Royalty Payments.  All royalties due to Medarex shall be paid
within thirty (30) days after the last day of the Calendar Quarter in which
they accrue.


 


6.2           Payment Method.  All cash amounts
due Medarex hereunder shall be paid in U.S. dollars by wire transfer in
immediately available funds to an account designated by Medarex.


 


6.3           Currency; Foreign Payments.  If any currency conversion shall be required
in connection with the payment of any royalties hereunder, such conversion
shall be made by using the exchange rate for the purchase of U.S. dollars
reported by the Chase Manhattan Bank on the last business day of the Calendar
Quarter to which such royalty payments relate. 
If at any time legal restrictions prevent the prompt remittance of any
royalties owed on Net Sales in any jurisdiction, Celldex may notify Medarex and
make such payments by depositing the amount thereof in local currency in a bank
account or other depository in such country in the name of Medarex, and Celldex
shall have no further obligations under this Agreement with respect thereto.


 


6.4           Taxes.  All royalty amounts
required to be paid to Medarex pursuant to this Agreement may be paid with
deduction for withholding for or on account of any taxes (other than taxes
imposed on or measured by net income) or similar governmental charge imposed by
a jurisdiction other than the United States (“Withholding Taxes”).  At Medarex’s request, Celldex shall provide
Medarex a certificate evidencing payment of any Withholding Taxes hereunder and
shall reasonably assist Medarex to obtain the benefit of any applicable tax
treaty.


 


7.             REPORTS AND RECORDS


 


7.1           Royalty Reports.  Celldex shall
deliver to Medarex within thirty (30) days after the last day of each Calendar
Quarter in which Products are sold a report setting forth in reasonable detail
the calculation of the royalties payable to Medarex for such Calendar Quarter
identifying, by country and Product, the Products sold by Celldex and its
Affiliates and Sublicensees, and the calculation of Net Sales and royalties due
to Medarex.


 


18

















 


7.2           Inspection of Books and Records.  Celldex and its Affiliates and Sublicensees
shall maintain accurate books and records, which enable the calculation of
milestone payments and royalties payable hereunder to be verified.  Celldex and its Affiliates and Sublicensees
shall retain the books and records for each quarterly period for three (3) years
after the submission of the corresponding report under Section 7.1
hereof.  Upon thirty (30) days prior
notice to Celldex, independent accountants selected by Medarex and reasonably
acceptable to Celldex, may have access to the books and records of Celldex and
its Affiliates and Sublicensees during normal business hours to conduct a
review or audit, solely, however, to the extent necessary for the purpose of
verifying the accuracy of Celldex’s payments and compliance with this
Agreement.  Celldex shall promptly pay to
Medarex any underpayment with interest from the date such amount(s) were
due, at the prime rate reported by the Chase Manhattan Bank, New York, New
York, plus two percent (2%).  Any such
inspection or audit shall be at Medarex’s expense; provided, however, in the
event an inspection reveals underpayment of five percent (5%) or more in any
audit period, in addition to any underpayment Celldex also shall pay the costs
of the inspection.


 


8.             DILIGENCE


 


8.1           Reasonable Efforts.  Celldex shall use Commercially Reasonable
Efforts to (i) achieve regulatory approvals for the sale of Products
throughout the Territory by submitting registration packages requesting
approval for commercial sale of the Product as soon as reasonably practicable
and (ii) actively pursue commercial sales of each Product in each country
in which all necessary regulatory approvals are obtained.  Commencing as of the Effective Date, Celldex
shall use Commercially Reasonable Efforts to develop, clinically test,
manufacture and commercialize Products. 
All costs of development, clinical testing, manufacturing and
commercialization shall be borne by Celldex, its Affiliates or Sublicensees.


 


8.2           Lack of Diligence.  Medarex may terminate the Exclusive
Commercial License granted herein to Celldex with respect to a particular
Licensed Antibody, on a Product-by-Product [ **** ] basis, effective upon
written notice to Celldex, if Celldex:


 


8.2.1        abandons development and/or commercialization of the
applicable Product [ **** ] and (i) decides not to engage in commercially
reasonable efforts to sublicense such Product or (ii) discontinues
reasonable sublicensing efforts for more than six (6) months, or


 


8.2.2        suspends the development and/or commercialization of the
applicable Product [ **** ] for more than nine (9) consecutive months,
except for suspensions (i) that have been requested by official regulatory
and safety bodies, or (ii) that Medarex agrees are necessary for
investigating and clarifying untoward pharmacological, pharmacokinetic,
toxicological, or human-clinical observations of the applicable Product.


 


[ **** ]


 


8.3           Diligence Obligations.  The parties agree that the following
diligence obligations shall apply to Celldex’s development and
commercialization efforts with regard to a Product incorporating a Licensed
Antibody for which it obtains an Exclusive Commercial License:


 


19

















 


8.3.1        If upon the [ **** ] anniversary of the date that Celldex
obtains an Exclusive Commercial License with respect to a Product, Celldex has
not filed an ND for such Product in any country, Celldex shall pay Medarex a
nonrefundable, noncreditable fee of [ **** ] per year to maintain such
Exclusive Commercial License with respect to such Product until the earlier of (i) the
date that Celldex files an IND for such Product in any country, (ii) the
date Celldex terminates the Exclusive Commercial License with respect to such
Product pursuant to Section 4.3.3, or (iii) the [ **** ] anniversary
of the date that Celldex obtains an Exclusive Commercial License with respect
to such Product.


 


8.3.2        If upon the [ **** ] anniversary of the date that Celldex
obtains an Exclusive Commercial License with respect to a Product, Celldex has
not filed an IND for such Product in any country, all rights granted to Celldex
hereunder with respect to such Product (and corresponding Antibodies) shall
revert to Medarex and the terms of Section 4.3.3 shall apply with respect
to the applicable Exclusive Commercial License.


 


8.3.3        If upon the [ **** ] anniversary of the date that Celldex
files an IND, if any, for such Product in any country, Celldex has not initiated
a Phase II Clinical Trial with regard to such Product, Celldex shall pay a
nonrefundable, noncreditable fee equal to [ **** ] with regard to such Product
each year until such time as Celldex initiates a Phase II Clinical Trial with
regard to such Product, unless Celldex terminates the Exclusive Commercial
License with respect to such Product pursuant to Section 4.3.3.


 


8.3.4        If upon the fifth anniversary of the date that Celldex
initiates Phase II Clinical Trials for such Product, Celldex has not initiated
a Phase III Clinical Trial with regard to such Product, Celldex shall pay a
nonrefundable, noncreditable fee equal to fifty percent (50%) of the milestone
payment relating to Phase III Clinical Trials set forth in Section 5.4.1
with regard to such Product each year until such time as Celldex initiates
Phase III Clinical Trials with regard to such Product, unless Celldex
terminates the Exclusive Commercial License with respect to such Product
pursuant to Section 4.3.3.


 


8.4           Reports to Medarex.  During the term of this Agreement, Celldex
shall keep Medarex informed of its development and commercialization activities
subject to this Agreement, and on January 31 of each year shall provide
Medarex with a reasonably detailed written summary of such events and
activities in the preceding year.  When
the registration package requesting Approval for commercial sale of any Product
receives Approval [ **** ] Celldex will notify Medarex in writing within ten (10) business
days thereof.


 


8.5           Regulatory Filings.  Celldex (or its designee) shall file and hold
title to all regulatory applications, Approvals and supplements thereto
relating to Products; provided, in the event that the Exclusive Commercial
License rights of Celldex terminate with regard to any Product and/or country
due to Ceildex’s decision to terminate its license pursuant to Section 4.3.3(a) or
pursuant to Sections 8.2, 8.3, 8.6 or 13.3, Medarex (or its designee) shall
have access to and the right to use and reference, without charge, all such
regulatory applications, Approvals and supplements with regard to the
applicable Product and/or country, and Celldex shall cooperate with Medarex to
enable Medarex (or its designee) to practice the foregoing rights.  Medarex shall reimburse Celldex for any
reasonable fees actually incurred by Celldex and that are charged by a
governmental authority that are necessary to effect Medarex’s right to use and


 


20

















 


reference all such
regulatory applications, Approvals and supplements with regard to the
applicable Product and/or country pursuant to this Section 8.5.


 


8.6           Abandoned Products.  Celldex shall promptly notify Medarex should
it elect to abandon its rights to pursue commercialization of any Product in
any country.  In such event, the terms of
Section 4.3.3 shall apply with respect to such Product in such country and
the Exclusive Commercial License therefor.


 


9.             CONFIDENTIALITY


 


9.1           Confidential Information.  Except as expressly provided herein, the
parties agree that for the term of the Agreement and for five (5) years
thereafter, the receiving party shall keep completely confidential and shall
not publish or otherwise disclose and shall not use for any purpose except for
the purposes contemplated by this Agreement any Confidential Information of the
other party, except to the extent that it can be established by the receiving
party by competent proof that such Confidential Information:


 


9.1.1        was already known to the receiving party, other than under
an obligation of confidentiality, at the time of disclosure;


 


9.1.2        was generally available to the public or otherwise part of
the public domain at the time of its disclosure to the receiving party;


 


9.1.3        became generally available to the public or otherwise part
of the public domain after its disclosure and other than through any act or
omission of the receiving party in breach of this Agreement;


 


9.1.4        was independently developed by the receiving party as
demonstrated by documented evidence prepared contemporaneously with such
independent development; or


 


9.1.5        was subsequently lawfully disclosed to the receiving party
by a person other than a party hereto.


 


9.2           Permitted Use and Disclosures.  Each party hereto may use or disclose
information disclosed to it by the other party to the extent such use or
disclosure is reasonably necessary in complying with applicable governmental
regulations or otherwise submitting information to tax or other governmental
authorities, conducting clinical trials, or making a permitted sublicense or
otherwise exercising its rights hereunder, provided that if a party is required
to make any such disclosure of another party’s confidential information, other
than pursuant to a confidentiality agreement, it shall (i) give reasonable
advance notice to the latter party of such disclosure, (ii) if such
advance notice is not possible, provide notice of such disclosure immediately
thereafter, (iii) to the extent possible, minimize the extend of such
disclosure, and (iv) save to the extent inappropriate in the case of
patent applications, use its best efforts to secure confidential treatment of
such information prior to its disclosure (whether through protective orders or
otherwise), it being understood that any information so disclosed shall
otherwise remain subject to the limitations on use and disclosure hereunder.


 


21

















 


9.3           Public Disclosure.  Except as otherwise required by law, rule or
regulation, neither Party shall issue a press release or make any other public
disclosure of this Agreement or the terms hereof without the prior written
approval of the other Party of such press release or public disclosure and the
content thereof; provided, however, the Parties agree that disclosures of
information for which consent has been previously obtained and of information
of a similar nature to that which has been previously disclosed publicly with
respect to this Agreement, each shall not require advance approval; and
provided, further, that, with prior notice to Celldex, Medarex may make a
public disclosure with respect to the specific stage of development of each
Licensed Product as stated in the contents of the report provided to Medarex by
Celldex pursuant to Section 8.4. 
Each Party shall submit any press release or public disclosure requiring
the other Party’s approval to the other Party, and the receiving Party shall
have three (3) business days to review and approve any such press release
or public disclosure, which approval shall not be unreasonably withheld.  If the receiving Party does not respond in
writing within such three (3) business day period, the press release or
public disclosure shall be deemed approved. 
In addition, if a public disclosure is required by law, rule or
regulation, including in a filing with the Securities and Exchange Commission,
other than a filing on Form 10K or Form 10Q, the disclosing Party
shall provide copies of the disclosure reasonably in advance of such filing or
other disclosure for the nondisclosing Party’s prior review and comment and the
Parties shall thereafter mutually agree upon the extent and nature of any such
disclosures, such agreement not to be unreasonably withheld.


 


9.4           Confidential Terms.  Except as expressly provided herein, each
party agrees not to disclose any terms of this Agreement to any third party
without the consent of the other party, except that such consent shall not be
required for disclosure to actual or prospective investors or to a party’s
accountants, attorneys and other professional advisors.  In addition, the terms of this Agreement may
be disclosed pursuant to confidentiality obligations at least as strict as is
set forth herein, to sublicensees and actual or potential acquirors or
acquirees.


 


10.           REPRESENTATIONS AND
WARRANTIES


 


10.1         Medarex.  Medarex represents
and warrants that: (i) it is a corporation duly organized, validly
existing and in good standing under the laws of the State of New Jersey; (ii) the
execution, delivery and performance of this Agreement have been duly authorized
by all necessary corporate action on the part of Medarex; and (iii) it
will not enter into an agreement that is inconsistent with the rights and
licenses granted to Celldex in this Agreement.


 


10.2         Celldex.  Celldex represents
and warrants that: (i) it is a company duly organized, validly existing
and in good standing under the laws of the State of Delaware; (ii) the
execution, delivery and performance of this Agreement have been duly authorized
by all necessary corporate action on the part of Celldex; and (iii) it
will not enter into an agreement that is inconsistent with the performance of
its obligations hereunder.


 


10.3         Disclaimer of Warranties.  THE MEDAREX MICE ARE PROVIDED “AS IS”, AND
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, MEDAREX MAKES NO
REPRESENTATIONS AND EXTENDS NO WARRANTIES OR CONDITIONS OF ANY KIND, EITHER
EXPRESS OR IMPLIED, WITH RESPECT TO THE MEDAREX MICE, MICE MATERIALS,
ANTIBODIES, ANTIBODY


 


22

















 


MATERIALS, OR
MEDAREX TECHNOLOGY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF THE PATENT
RIGHTS LICENSED HEREUNDER, OR NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY
RIGHTS OF THIRD PARTIES.


 


10.4         Disclaimer.  EXCEPT AS OTHERWISE
EXPLICITLY PROVIDED HEREIN, NOTHING IN THIS AGREEMENT IS OR SHALL BE CONSTRUED
AS:


 


10.4.1      A WARRANTY OR REPRESENTATION BY MEDAREX AS TO THE VALIDITY
OR SCOPE OF ANY CLAIM OR PATENT WITHIN THE MEDAREX PATENT RIGHTS;


 


10.4.2      A WARRANTY OR REPRESENTATION THAT ANYTHING MADE, USED, SOLD
OR OTHERWISE DISPOSED OF UNDER ANY LICENSE GRANTED IN THIS AGREEMENT IS OR WILL
BE FREE 1 ,ROM INFRINGEMENT OF ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY
RIGHT OF ANY THIRD PARTY;


 


10.4.3      AN OBLIGATION TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST
THIRD PARTIES FOR INFRINGEMENT OF ANY OF THE MEDAREX PATENT RIGHTS; OR


 


10.4.4      GRANTING BY IMPLICATION, ESTOPPEL, OR OTHERWISE ANY LICENSES
OR RIGHTS UNDER PATENTS OR OTHER RIGHTS OF MEDAREX OR THIRD PARTIES, REGARDLESS
OF WHETHER SUCH PATENTS OR OTHER RIGHTS ARE DOMINANT OR SUBORDINATE TO ANY
PATENT WITHIN THE MEDAREX PATENT RIGHTS.


 


10.5         Limitation of Liability.  MEDAREX’S LIABILITY ARISING OUT OF THIS
AGREEMENT SHALL BE LIMITED TO THE AGGREGATE VALUE OF THE CONSIDERATION RECEIVED
BY MEDAREX FROM CELLDEX UNDER THIS AGREEMENT.


 


11.           INTELLECTUAL PROPERTY;
OWNERSHIP OF MATERIALS


 


11.1         Inventorship.  Subject to the
terms of this Article 11, inventorship of any inventions arising out of
the Research Program shall be determined according to U.S. law.


 


11.2         Ownership of Biological Materials.  All right, title and interest in and to the
Medarex Mice, the Mice Materials and Antibody Materials shall at all times
remain with and be vested in Medarex. 
Subject to Sections 3.5.1 and 13.4.4, all right, title and interest in
and to the Antibodies shall at all times remain with and be vested in Celldex.


 


11.3         Ownership of Inventions Related to Medarex Mice
and Mice Materials.  All right, title and interest to any
inventions and intellectual property relating to the Medarex Mice and the Mice
Materials shall (subject to the Research License and any licenses explicitly
granted hereunder) at all times remain with and be vested in Medarex.  Any invention or other intellectual property
made, and data derived, by Celldex or its respective employees,


 


23

















 


consultants or
agents that relate to the Medarex Mice or Mice Materials shall be owned by
Medarex.  Celldex shall promptly notify
Medarex of any such invention or other intellectual property, and cooperate
with Medarex at Medarex’s request and expense, in the preparation, filing,
prosecution, and defense of patent applications and patents relating
thereto.  Subject to the terms of this Article 11,
and except for inventions or other intellectual property that exclusively
relate to Antibodies and/or Antibody Materials and Research Antigens as noted
in Section 11.4 below, Celldex shall assign, and hereby assigns, to
Medarex, all right, title and interest to any inventions or other intellectual
property that relate to the Medarex Mice or the Mice Materials, and shall in a
reasonably timely manner execute those documents, as requested by Medarex,
necessary to document and/or perfect the assignment of such inventions and
intellectual property.


 


11.4         Ownership of Antibodies and Inventions Related
Thereto.


 


11.4.1      Subject to Section 11.3 and further subject to Sections
3.5 and 4.3.3, all right, title and interest to the Antibodies and to results,
technical information, inventions and intellectual property and data resulting
directly from the use of the Medarex Mice, Mice Materials, Antibodies and the
Antibody Materials by Celldex and/or Medarex under the terms of this Agreement
shall at all times remain with and be vested in Celldex.  Medarex shall promptly notify Celldex of any
such invention or other intellectual property, and cooperate with Celldex at
Celldex’s request and expense, in the preparation, filing, prosecution, and
defense of patent applications and patents relating thereto.  Further, inventions or other intellectual
property made and data derived by Celldex or its employees, consultants or
agents in connection with the Research Program that relate to the Research Antigens
used to immunize Medarex Mice shall be owned by Celldex.


 


11.4.2      Medarex agrees to assign and hereby assigns to Celldex all
right, title and interest in and to any invention or other intellectual
property made by Medarex or its respective employees, consultants or agents in
the course of activities in connection with the Research Program that relates
solely to the Research Antigens provided by Celldex.  Notwithstanding the foregoing, in the event
that Celldex terminates a Research License and all Exclusive Commercial
Licenses with respect to a Research Antigen, Celldex hereby grants to Medarex a
worldwide, perpetual, royalty-free nonexclusive license, with the right to
sublicense, under Celldex’s rights in the inventions described under this Section 11.4.2
to discover, develop and commercialize any and all antibodies against such
Research Antigen(s); provided, however, Celldex shall not be obligated to grant
to Medarex the license described in this Section 11.4.2 in the event that,
at the time that Celldex terminates a Research License and all Exclusive
Commercial Licenses with respect to a Research Antigen, Celldex has entered
into an agreement with a third party with 25 respect to such Research Antigen,
which agreement provides for Celidex and/or the third party to pursue an
antibody-development program with respect to such Research Antigen and such
program is actually underway at the time of such license termination.


 


11.5         Patent Filings.  Celidex hereby
covenants that neither Ceildex nor its Affiliates nor their respective
employees, consultants or agents shall file any patent applications disclosing
or claiming inventions comprising any Medarex Mice or Mice Materials, or the
making or using thereof, without Medarex’s prior written consent.  In the event Celidex breaches this covenant,
in addition to any other remedies Medarex may have, Celidex shall (i) assign
to


 


24

















 


Medarex all right,
title, and interest to all patent applications and patents issuing thereon, and
(ii) execute those documents, as requested by Medarex, necessary to
document and/or perfect the assignment of such patent applications and patents
issuing thereon.


 


11.6         Patent Prosecution.


 


11.6.1      Celidex Patent Rights.  Celidex shall be solely responsible, at its
expense and in its sole discretion, for the preparation, filing, prosecution
and maintenance of the patent applications and patents owned by or on behalf of
Ceildex claiming Antibodies and Antibody Materials in countries selected by
Ceildex, and for conducting any interferences, reexaminations, reissues,
oppositions, or request for patent term extension relating thereto.


 


11.6.2      Medarex Patent Rights.  Medarex shall be responsible, at its expense
and in its sole discretion, for the preparation, filing, prosecution and
maintenance of the Medarex Patent Rights and for conducting any interferences,
reexaminations, reissues, oppositions, or request for patent term extensions
relating thereto.  In addition, Medarex
shall have the sole right, but not the obligation, at its expense, to prepare,
file, prosecute and maintain the patent applications and patents assigned to
Medarex by Celidex pursuant to Sections 3.5.2, 4.3.3(b) and 11.3, and to
conduct any interferences, reexaminations, reissues, oppositions, or request
for patent term extensions relating thereto.


 


11.6.3      Celldex’s Failure to Prosecute.  In the event that Ceildex declines to file
or, having filed, declines to further prosecute and maintain any patent
applications or patents subject to Section 11.6.1 above, Celidex shall provide
Medarex notice thereof prior to the expiration of any deadline relating to such
activities, but in any event at least thirty (30) days prior notice, and
Medarex shall have the right to file, prosecute and maintain such patent
applications or patents in the name of Ceildex, at Medarex’s expense, using
counsel of its choice, which patent applications and patents shall be owned by
Ceildex.


 


11.6.4      Cooperation.  Ceildex shall keep
Medarex reasonably informed and shall respond to all reasonable requests for
information made by Medarex, with regard to Celldex’s activities pursuant to Section 11.6.1
above.  Likewise, Medarex shall keep
Ceildex reasonably informed and shall respond to all reasonable requests for
information made by Celidex with regard to Medarex’s activities pursuant to Section 11.6.2
above as they relate to the Licensed Antibody(ies) and Product(s).


 


11.7         Infringement Claims.  If the manufacture, importation, sale or use
of a Product pursuant to this Agreement results in any claim, suit or proceeding
alleging patent infringement against Medarex or Celldex, such party shall
promptly notify the other party hereto. 
The defendant shall keep each other party hereto reasonably informed of
all material developments in connection with any such claim, suit or
proceeding.


 


12.           INDEMNIFICATION


 


12.1         Medarex.  Medarex shall
indemnify, defend and hold harmless Celldex and its directors, officers and
employees (each an “Celldex Indemnitee”) from and against any and all
liabilities, damages, losses, costs or expenses (including attorneys’ and
professional fees and other expenses of litigation and/or arbitration) (“Liabilities”)
resulting from a claim, suit or


 


25

















 


proceeding made or
brought by a,third party against an Celldex Indemnitee arising from or
occurring as a result of any breach of the representations and warranties set
forth in Section 10.1, except to the extent caused by the negligence or
willful misconduct of Celldex.


 


12.2         Celldex.  Celldex shall indemnify,
defend and hold harmless Medarex and its directors, officers and employees
(each a “Medarex Indemnitee”) from and against any and all Liabilities
resulting from a claim, suit or proceeding made or brought by a third party
against a Medarex Indemnitee, arising from or occurring as a result of (i) any
breach of the representations and warranties set forth in Section 10.2, (ii) the
use of the Medarex Mice, conduct of the Research Program, or the practice by
Celldex of any right granted herein, except those that arise from infringement
or appropriation of intellectual property rights with respect to Medarex Mice
or Mice Materials, or (iii) any development, testing, manufacture,
importation, use, offer for sale, sale or other distribution of any Research Antigen,
Antibody or Product by Celldex or its Affiliates or Sublicensees (including,
without limitation, product liability claims), except in each case, to the
extent caused by the negligence or willful misconduct of Medarex.


 


12.3         Procedure.  In the event that a
party indemnified hereunder (an “Indemnitee”) intends to claim indemnification
under this Article 12, such Indemnitee shall promptly notify the other
party (the “Indemnitor”) in writing of such alleged Liability.  The Indemnitor shall have the sole right to
control the defense and settlement thereof. 
The Indemnitees shall cooperate with the Indemnitor and its legal
representatives in the investigation of any action, claim or liability covered
by this Article 12.  The Indemnitee
shall not, except at its own cost and risk, voluntarily make any payment or
incur any expense with respect to any claim or suit without the prior written
consent of the Indemnitor, which the Indemnitor shall not be required to
give.  The Indemnitor shall not be
required to provide indemnification with respect to a Liability the defense of
which is prejudiced by the failure to give notice by the Indemnitee or the
failure of the Indemnitee to cooperate with the Indemnitor or where the
Indemnitee settles or compromises a Liability without the written consent of
the Indemnitor.


 


13.           TERM AND TERMINATION


 


13.1         Term.  The term of this
Agreement shall commence on the Effective Date. 
Unless earlier terminated as provided in Sections 2.7.1, 2.7.2 and this Article 13,
this Agreement shall continue in full force and effect on a country-by-country
and Product-by-Product basis until there are no remaining royalty payment
obligations in a country, at which time the Agreement shall expire in its
entirety in such country.  Upon such
expiration and following the completion of the payment of all royalties due
with respect to a particular Product in such country, Celldex shall have a
fully paid, royalty-free, perpetual license under the Medarex Know How to
commercialize such Product in such country.


 


13.2         Breach.  Any failure by a
party to comply with any of its obligations contained herein shall entitle the
party not in breach to give to the party in breach notice specifying the nature
of the breach, requiring the breaching party to make good or otherwise cure
such breach.  If such breach is not cured
within thirty (30) days after the receipt of such notice (or, if such breach
cannot be cured within such thirty (30)-day period, if the party in breach does
not commence actions to cure such breach within such period and thereafter
diligently continue such actions or if such breach is not otherwise cured
within ninety (90) days after the receipt of


 


26

















 


such notice), the
party not in breach shall then be entitled to pursue the rights and remedies
available to it by law or in equity.


 


13.3         Termination for Insolvency.  If voluntary or involuntary proceedings by or
against a party are instituted in bankruptcy under any insolvency law, or a
receiver or custodian is appointed for such party, or proceedings are
instituted by or against such party for corporate reorganization or the
dissolution of such party, which proceedings, if involuntary, shall not have
been dismissed within sixty (60) days after the date of filing, or if such
party makes an assignment for the benefit of creditors, or substantially all of
the assets of such party are seized or attached and not released within sixty
(60) days thereafter, the other party may immediately terminate this Agreement effective
upon notice of such termination.


 


13.4         Effect of Termination or Expiration.


 


13.4.1      Accrued Rights and Obligations.  Termination or expiration of this Agreement
for any reason shall not release either party hereto from any liability which,
at the time of such termination or expiration, has already accrued to the other
party or which is attributable to a period prior to such termination or
expiration or preclude either party from pursuing any rights and remedies it
may have hereunder or at law or in equity with respect to any breach of, or
default under, this Agreement.  It is
understood and agreed that monetary damages may not be a sufficient remedy for
any breach of this Agreement and that the non-breaching party may be entitled
to injunctive relief as a partial remedy for any such breach.


 


13.4.2      Return of Confidential Information.  Upon any termination or expiration of this
Agreement, Ceildex and Medarex shall promptly return to the other party all
Confidential Information of the other, provided, however, that counsel of each
party may retain one (1) copy of such Confidential Information for
archival purposes and for ensuring compliance with Article 9.


 


13.4.3      Inventory on Hand.  In the event this Agreement is terminated for
any reason, Ceildex and its Sublicensees shall have the right to sell or
otherwise dispose of the inventory of any Product subject to this Agreement
then on hand until the first anniversary of the effective date of such
termination, any such sale or distribution to be subject to the relevant terms
of this Agreement, including without limitation Articles 5, 6 and 7.


 


13.4.4      Destruction of Biological Materials.  Pursuant to Sections 3.5 and 4.3.3 or upon
any termination of this Agreement, Ceildex shall promptly destroy all Medarex
Mice, and any Mice Materials, as well as all Antibodies and Antibody Materials
derived from the Medarex Mice, and an officer of Celldex shall provide Medarex
with written certification thereof.  Upon
any expiration of this Agreement, Celldex shall promptly destroy all Medarex
Mice and any Mice Materials, and an officer of Celldex shall provide Medarex
with written certification thereof.


 


13.4.5      Licenses.  Except for
expiration under Section 13.1, the license(s) granted Celldex in this
Agreement shall terminate upon any termination of this Agreement and in such
event Celldex shall cease, and cause its Affiliates and Sublicensees to cease,
all development and commercialization of Products.  Any assignment to Medarex pursuant to


 


27

















 


Sections 2.4, 3.5.2, 4.3.3(b) and 11.3 shall remain in effect
following any termination of this Agreement.


 


13.5         Survival.  Sections 2.4.2,
2.6, 3.5, 4.3.3, 7.2, 11.1, 11.2, 11.3, 11.4, 13.4, 13.5, 14.1, 14.5 and 14.7
and Articles 9, 10 and 12 of this Agreement shall survive expiration or
termination of this Agreement for any reason, except that Article 12 shall
survive only with respect to liabilities that arise from acts or circumstances
that occurred prior to termination or expiration.  Section 13.1 of this Agreement shall
survive expiration of this Agreement.


 


14.           MISCELLANEOUS


 


14.1         Governing Law.  This Agreement and
any dispute arising from the performance or breach hereof shall be governed by
and construed and enforced in accordance with the laws of the state of New
Jersey, without reference to conflicts of laws principles.  Any claim or controversy arising out of or
related to this Agreement or any breach hereof shall be submitted to a court of
applicable jurisdiction in the State of New Jersey, and each party hereby
consents to the jurisdiction and venue of such court.


 


14.2         Independent Contractors.  The relationship of the parties hereto is
that of independent contractors.  The
parties hereto are not deemed to be agents, partners or joint venturers of the
others for any purpose as a result of this Agreement or the transactions
contemplated thereby.


 


14.3         Assignment.  Neither party may
assign this Agreement to any third party without the written consent of the
other party, which consent shall not be unreasonably withheld; provided,
however, that either party may assign this Agreement, without the other party’s
consent (a) to its Affiliates, and (b) to an entity that acquires all
or substantially all of the business or assets of the assigning party to which
this Agreement pertains, whether by merger, reorganization, acquisition, sale
or otherwise.


 


14.4         Binding Effect.  This Agreement
shall be binding upon and inure to the benefit of the parties and their
successors and permitted assigns.


 


14.5         Notices.  AU notices,
requests and other communications hereunder shall be in writing and shall be
personally delivered or sent by facsimile transmission or by registered or
certified mail, return receipt requested, postage prepaid, in each case to the
respective address specified below, or such other address as may be specified
in writing to the other parties hereto. 
Any such notice shall be deemed to have been given as of the day of
personal delivery, one (1) day after the date sent by facsimile
transmission or five (5) days following the date deposited with the United
States Postal Service as registered or certified mail, return receipt
requested.


 


	
  If to Medarex:

  	
  Medarex, Inc.

  
	
   

  	
  707 State Road, Suite 206 Princeton,
  NJ 08540

  
	
   

  	
  U.S.A.

  
	
   

  	
  Attn: President

  
	
   

  	
  Fax No.: (609) 430-2850

  
	
   

  	
   

  
	
  With a copy to:

  	
  Medarex, Inc.

  



 


28

















 


	
   

  	
  707 State Road, Suite 206

  
	
   

  	
  Princeton, NJ 08540

  
	
   

  	
  U.S.A.

  
	
   

  	
  Attn: General Counsel

  
	
   

  	
  Fax No.: (609) 430-4215

  
	
   

  	
   

  
	
  If to Celldex:

  	
  Celldex Therapeutics, Inc.

  
	
   

  	
  519 Route 173W

  
	
   

  	
  Bloomsbury, New Jersey 08804

  
	
   

  	
  Attn: Chief Executive Officer

  
	
   

  	
  Fax No.: (908) 713-6002

  
	
   

  	
   

  
	
  With a copy to:

  	
  Morgan, Lewis & Bockius LLP

  
	
   

  	
  502 Carnegie Center

  
	
   

  	
  Princeton, New Jersey 08540

  
	
   

  	
  Attn: Randall B. Sunberg, Esq.

  
	
   

  	
  Fax No.: (877) 432-9652

  



 


14.6         Force Majeure.  Neither party shall
lose any rights hereunder or be liable to the other party for damages or losses
(except for payment obligations) on account of failure by the nonperforming
party where the cause of such failure is (i) beyond the reasonable control
of such nonperforming party, such causes including without limitation war, act
of terrorism, strike, fire, act of god, earthquake, flood, lockout, embargo,
governmental acts or orders or restrictions, or failure of suppliers, (ii) not
caused by the negligence, intentional conduct or misconduct of such
nonperforming party, and (ii) such nonperforming party has exerted all
reasonable efforts to avoid or remedy such force majeure; provided, however,
that in no event shall a party be required to settle any labor dispute or
disturbance.


 


14.7         Injunctive Relief.  Celldex acknowledges that limitations and
restrictions on its possession and use of Medarex Mice and Mice Materials
hereunder are necessary and reasonable to protect Medarex, and expressly agrees
that monetary damages would be inadequate to compensate Medarex for any
violation by Celldex of any such limitations or restrictions.  The parties agree that any such violation
would cause irreparable injury to Medarex and agree that without resorting to
prior mediation, and, in addition to any other remedies that may be available
in law, in equity or otherwise, Medarex may be entitled to seek temporary and
permanent injunctive relief against any threatened violation of such
limitations or restrictions or the continuation of any such violation in any
court of competent jurisdiction, without the necessity of proving actual
damages.


 


14.8         Compliance with Laws.  Subject to the provisions of Article 9,
each party shall use reasonable efforts to furnish to the other party any
information reasonably requested or required by that party during the term of
this Agreement or any extensions hereof to enable that party to comply with the
requirements of any U.S. or foreign federal, state and/or government agency.


 


14.9         Further Assurances.  At any time or from time to time on and after
the date of this Agreement, either party shall at the request of the other
party hereto (i) subject to the


 


29

















 


provisions of Article 9,
deliver to the requesting party any records, data or other documents consistent
with the provisions of this Agreement, and (ii) execute, and deliver or
cause to be delivered, any necessary consents, documents or further instruments
of transfer or license.


 


14.10       Retained Rights; No Further Rights.  Only the licenses granted pursuant to the
express terms of this Agreement shall be of any legal force or effect.  No other license rights shall be granted or
created by implication, estoppel or otherwise. 
It is understood and agreed that Medarex shall retain rights to make,
have made, import, use, offer for sale, sell and otherwise commercialize the
Mice, itself or with third parties, for any uses, other than those for which
Celldex has been granted licenses under this Agreement.


 


14.11       Export Controls.  Celldex agrees that
it shall take all actions necessary to insure compliance with all U.S. laws,
regulations, orders or other restrictions on exports and further shall not
sell, license or reexport, directly, or indirectly, the Product(s) to any
person or entity for sale in any country or territory, if, to the knowledge of
Celldex based upon reasonable inquiry, such sale, would cause the parties to be
in violation of any such laws or regulations now or hereafter in effect.  Celldex agrees to secure from any recipient
of Product(s) adequate manually signed written assurances prior to
shipment from the United States as are required by the U.S. Export Regulations.


 


14.12       Severability.  In the event that
any provision of this Agreement is determined to be invalid or unenforceable by
a court of competent jurisdiction, the remainder of the Agreement shall remain
in full force and effect without said provision.  In such event, the parties shall in good
faith negotiate a substitute clause for any provision declared invalid or
unenforceable, which shall most nearly approximate the intent of the parties in
entering this Agreement.


 


14.13       Waiver.  It is agreed that
no waiver by either party hereto of any breach or default of any of the
covenants or agreements herein set forth shall be deemed a waiver as to any
subsequent and/or similar breach or default.


 


14.14       Complete Agreement.  This Agreement constitutes the entire
agreement, both written and oral, between the parties with respect to the
subject matter hereof, and all prior agreements respecting the subject matter
hereof, either written or oral, expressed or implied, are superseded
hereby.  No amendment or change hereof or
addition hereto shall be effective or binding on either of the parties hereto
unless reduced to writing and duly executed on behalf of both parties.


 


14.15       Use of Name.  Except as required
by law, neither party shall use the name or trademarks of the other party
without the prior written consent of such other party.


 


14.16       Headings.  The captions to the
several sections and articles hereof are not a part of this Agreement, but are
included merely for convenience of reference only and shall not affect its
meaning or interpretation.


 


14.17       Counterparts.  This Agreement may
be executed in two (2) counterparts, each of which shall be deemed an
original and which together shall constitute one instrument.


 


30

















 


IN WITNESS WHEREOF, Medarex and Celldex have executed
this Agreement by their respective duly authorized representatives.


 


 


	
  MEDAREX, INC.

  	
  CELLDEX THERAPEUTICS, INC.

  
	
   

  	
   

  
	
  By:

  	
        /s/
  Bradford Middlekauff

  	
   

  	
  By:

  	
            /s/
  Anthony S. Marucci

  	
   

  
	
   

  	
   

  
	
  Print Name:

  	
          Bradford
  Middlekauff

  	
   

  	
  Print Name:

  	
        Anthony
  S. Marucci

  	
   

  
	
   

  	
   

  
	
  Title:

  	
        Senior Vice President

  	
   

  	
  Title:

  	
          V.P.
  and CFO

  	
   

  
														



 


 


	
  GENPHARM INTERNATIONAL, INC.

  
	
   

  
	
  By:

  	
      /s/ Bradford
  Middlekauff

  	
   

  
	
   

  
	
  Print Name:

  	
          Bradford
  Middlekauff

  	
   

  
	
   

  
	
  Title:

  	
        Senior Vice President

  	
   

  
							



 


31

















 


EXHIBIT A


 


RESEARCH ANTIGENS


 


[ **** ]


 


32














 


[ **** ]
indicates confidential portions have been redacted and submitted separately
pursuant to


confidentiality
request with the Commission


 


CONFIDENTIAL


 


AMENDMENT  NO. 1 TO


RESEARCH
AND COMMERCIALIZATION AGREEMENT


 


                THIS AMENDMENT NO. 1 TO RESEARCH AND COMMERCIALIZATION AGREEMENT
(“Amendment No. 1”) is made and entered into effective as of April 6,
2005 (“Amendment No. 1 Date”) by and between MEDAREX, INC., 707 State Road, Princeton, New Jersey 08540 and
GENPHARM INTERNATIONAL, INC., 521
Cottonwood Drive, Milpitas, California 95035 (collectively, “Medarex”) and CELLDEX THERAPEUTICS, INC., 519 Rt. 173 W,
Bloomsbury, NJ 08804 (“Celldex”). 
Capitalized terms used in this Amendment No. 1 that are not
otherwise defined herein shall have the same meanings as such terms are defined
in the Research and Commercialization Agreement (as defined below).


 


A.           WHEREAS, Medarex and Celldex have entered
into a Research and Commercialization Agreement effective as of April 6,
2004 (the “Agreement”), and


 


B.            WHEREAS, the parties desire to amend the
terms of the Agreement as of Amendment No. 1 Date in order to re-define
the commencement of the Research License Period with respect to Research
Antigen [ **** ] and other Research Antigens for which a Research License is
granted prior to the date of effectiveness of Celldex’s IPO (hereafter, the “Celldex
IPO Date”).


 


NOW, THEREFORE, the parties agree as follows:


 


1.             Amendment of the Agreement.  The parties hereby agree to amend the terms
of the Agreement by this Amendment No. 1 as provided below.


 


1.1          Research License Period.  Section 1.32 of the Agreement is hereby
amended to add the following sentence at the end of the paragraph:


 


“Not
withstanding the foregoing, with respect to Research Antigen [ **** ] or any
other Research Antigens for which Medarex grants to Celldex a Research License
prior to the Celldex IPO Date (each such Research Antigen a “Pre-IPO Research
Antigen”), the Research License Period shall commence on the Celldex IPO Date.


 


For
the avoidance of doubt, Celldex shall have a Research License with respect to a
Pre-IPO Research Antigen from the Notification Date with respect to such
Pre-IPO Research Antigen, but the Research License Period with respect to such
Pre-IPO Research Antigen shall not begin until the Celldex IPO Date.”


 

















 


CONFIDENTIAL


 


2.            Miscellaneous.


 


2.1           No Other Changes.  Except as expressly provided in this
Amendment No. 1, all terms of the Agreement shall remain in full force and
effect.


 


2.2           Counterparts.  This Amendment No. 1 may be executed in
two or more counterparts, each of which shall be deemed an original, but both
of which together shall constitute one and the same instrument.


 


IN WITNESS
WHEREOF, the parties
have caused this Amendment No. 1 to be executed by their respective
authorized officers.


 


 


	
  MEDAREX, INC.

  	
  GENPHARM INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
										



 


	
  CELLDEX THERAPEUTICS, INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  Title:

  	
   

  	
   

  
					



 


2


















[ **** ] indicates confidential portions have been
redacted and submitted separately pursuant to


confidentiality request with the Commission


 


CONFIDENTIAL


 


AMENDMENT NO. 1 TO


RESEARCH AND COMMERCIALIZATION AGREEMENT


 


                THIS AMENDMENT NO. 1 TO RESEARCH AND COMMERCIALIZATION
AGREEMENT (“Amendment No. 1”) is made and entered into
effective as of October 19, 2007 (“Amendment No. 1 Date”) by and
between MEDAREX, INC., 707 State
Road, Princeton, New Jersey 08540 and GENPHARM
INTERNATIONAL, INC., 521 Cottonwood Drive, Milpitas, California
95035 (collectively, “Medarex”) and CELLDEX
THERAPEUTICS, INC., 22 Cameron Drive, Suite 400, Phillipsburg,
New Jersey 08865 (“Celldex”). 
Capitalized terms used in this Amendment No. 1 that are not
otherwise defined herein shall have the same meanings as such terms are defined
in the RCA (as defined below).  Celldex
and Medarex each may be referred to herein individually as a “Party” or,
collectively, as the “Parties”.


 


A.            WHEREAS, Medarex and Celldex have entered
into that certain Research and Commercialization Agreement dated as of April 6,
2004 (the “RCA”);


 


B.            WHEREAS, Medarex and Celldex also have
entered into that certain Assignment and License Agreement dated as of April 6,
2004 (the “Assignment and License Agreement”); and,


 


C.            WHEREAS, subject to the terms and
conditions of this Amendment No. 1, the Parties desire to amend the terms
of the RCA effective as of Amendment No. 1 Date to:  (i) increase the number of Research
Licenses available to Celldex under the RCA, (ii) under certain conditions
specified below, extend the period of time during which Celldex may obtain
Research Licenses under the RCA, (iii) terminate the Research License
granted to Celldex under the RCA with respect to Antigen [ **** ], (iv) grant
Celldex a new Research License under the RCA with respect to Antigen [ **** ],
and (v) provide to Celldex the opportunity to make certain exchanges of
antibodies between the Assignment and License Agreement and the RCA.


 


NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknolwedged by the Parties, the
Parties agree as follows:


 


1.            Amendment of the
RCA.  The Parties hereby agree to
amend the terms of the RCA by this Amendment No. 1 as provided below.


 


1.1           Extension of Period
for Obtaining Research Licenses.  The
first sentence of Section 3.1 of the RCA is hereby deleted and restated in
its entirety as follows:  At any time
commencing upon the Effective Date and ending on the fifth anniversary of the
Amendment No.1 Date (except in the case of a Change of Control of Celldex, in
which case the period will end on April 6, 2009), on a Research
Antigen-by-Research Antigen basis, and in each case during the preceding period
commencing on the date that Medarex has notified Celldex that a particular
Antigen is available for licensing to Celldex pursuant to Section 3.2


 

















 


 


below, Medarex shall grant, and does hereby grant, to Celldex a
non-exclusive, non-sublicenseable, non-transferable license under the Medarex
Technology and Medarex’s rights in the Medarex Mice, during the Research
License Period applicable to such Research Antigen, to immunize the Medarex
Mice to raise Antibodies against such Antigen, which Antigen shall be deemed a
Research Antigen subsequent to such grant, and to further evaluate whether
Celldex wishes to acquire an Exclusive Commercial License(s) with respect
to any such Antibody(ies); provided, however, that for purposes of this Section 3.1,
“Change of Control” shall mean shall mean with respect to Celldex: (1) a
sale of all or substantially all of Celldex’s assets or business; (2) a
merger, reorganization or consolidation involving Celldex in which the
stockholders of Celldex immediately prior to such transaction cease to own
collectively sixty percent (60%) or more of the voting equity securities of a
successor entity; or (3) the acquisition of sixty percent (60%) or more of
the voting equity securities of Celldex by a person or group of persons acting
in concert; and provided further that the proposed merger transaction between
Celldex and Avant Immunotherapeutics, Inc., whereby Celldex would become a
wholly-owned subsidiary of Avant Immunotherapeutics, Inc. and the
stockholders of Celldex will own a majority of Avant Immunotherapeutics, Inc.
(the “Avant Merger”) shall not be deemed to be a change-of-control of Celldex.”


 


1.2         Increase to Number
of Research Licenses.  The fourth and
the sixth sentences of Section 3.1 of the RCA each are hereby amended by
replacing the words “five (5)” with the words “ten (10).”


 


1.3         Termination of
Research License for Antigen [ **** ] / Grant of Reseach License for
Antigen [ **** ].


 


(a)                                  The following sentence is hereby added to the
end of Section 3.1 of the RCA:  “The
Parties agree that, notwithstanding anything to the contrary, for the purposes
of calculating the Research License Period with respect to Antigen [ **** ],
the Notification Date with respect to such Research Antigen shall be deemed to
be October19, 2007.”


 


(b)                                 Exhibit A to the RCA is hereby deleted
and replaced with Exhibit A attached to this Amendment No. 1 such
that the Research License for [ **** ] is hereby terminated pursuant to Section 3.6
of the RCA.


 


(c)                                  For the avoidance of doubt:  (i) nothing in this Amendment No. 1
shall be construed as affecting Celldex’s ownership and other rights under the
RCA (including, but not limited to, pursuant to Section 11.4.1 and Section 11.4.2
thereof) with respect to inventions and other intellectual property made and
data derived prior to the Amendment No. 1 Date relating to Antigen [ ****
] 


 


2

















 


and (ii) notwithstanding the termination of the Research License for
Antigen [ **** ] through the amendment of Exhibit A hereto, no license
with respect to Antigen [ **** ] shall be granted to Medarex pursuant to Section 11.4.2
of the RCA or otherwise, and (iii) the terms of Section 3.5 of the
RCA shall not apply with respect to the Research Antigen, [ **** ], in each
case (clauses (i), (ii), (iii) of this Section 1.3(c), so long as Celldex
is researching, developing or commercializing Antibodies raised against the
Research Antigen [ **** ] under the Assignment and License Agreement, then the
provisions of such Section 11.4.2 and 3.5 shall thereupon apply.


 


1.4          Antibody Exchange
Rights.  A new Section 4.5 shall
be added to the RCA to read in its entirety as follows:


 


“4.5       Exchange of Antibodies.  In the event that Medarex has granted an
Exclusive Commercial License to Celldex under Section 4.3.1 of this
Agreement with respect to a designated Licensed Antibody and, at Celldex’s sole
discretion, Celldex desires to exchange such Licensed Antibody for a designated
Licensed Royalty-Bearing Antibody (as defined in the Assignment and License
Agreement) (each, an “Antibody Exchange”), then during the term of the
Assignment and License Agreement and this Agreement, and so long as each such
agreement has not expired or terminated, upon thirty (30) days prior written
notice to Medarex, which notice shall identify each such antibody to be subject
to the Antibody Exchange and provide the amino acid sequence of each such
antibody to be subject to the Antibody Exchange, Celldex shall have the right
to make such Antibody Exchange.  Celldex
may elect to make a total of two (2) such Antibody Exchanges.  An Antibody Exchange shall be deemed to have
been completed upon receipt by Medarex of the written notice herein
described.  Upon completion of an
Antibody Exchange, (i) the Licensed Antibody subject to the exchange shall
thereafter be a Licensed Royalty-Bearing Antibody and all of the terms and
conditions of the Assignment and License Agreement, including without
limitation the financial terms, with respect to a Licensed Royalty-Bearing
Antibody shall apply with respect to such antibody, and (ii) the Licensed
Royalty-Bearing Antibody subject to the exchange shall thereafter be a Licensed
Antibody and all of the terms and conditions of this Agreement, including
without limitation the financial terms, with respect to a Licensed Antibody
shall apply with respect to such antibody. 
For the avoidance of doubt, Celldex shall not have any obligation to pay
a license fee under Section 5.3 of this Agreement in connection with an
Antibody Exchange.”


 


2.            Miscellaneous.


 


2.1          No Other Changes.  Except as expressly provided in this
Amendment No. 1, all terms of the RCA shall remain in full force and
effect.


 


3

















 


2.2         Counterparts.  This Amendment No. 1 may be executed in
two or more counterparts, each of which shall be deemed an original, but both
of which together shall constitute one and the same instrument.


 


2.3.        Release by Medarex.   Medarex, hereby releases, waives, discharges
and gives up any and all past fees, debts, dues or accounts (whether asserted
or unasserted), that Medarex has or may have against Celldex under the RCA up
to and including the Amendment No. 1 Date.


 


(signature page follows)


 


4

















 


IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1
to be executed by their respective authorized officers.


 


 


	
  MEDAREX, INC.

  	
  GENPHARM INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ronald A. Pepin

  	
   

  	
  By:

  	
  /s/ Ronald A. Pepin

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Ronald A. Pepin, Ph.D.

  	
   

  	
  Name:

  	
  Ronald A. Pepin, Ph.D.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Sr. VP, Business Development

  	
   

  	
  Title:

  	
  Sr. VP, Business Development

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
													



 


	
  CELLDEX THERAPEUTICS, INC.

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Anthony S.
  Marucci

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  Name:

  	
  Anthony S. Marucci

  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  Title:

  	
  VP & CFO

  	
   

  
					



 


5

















 


Exhibit A


 


RESEARCH
ANTIGENS


 


[ **** ]


 


6