Exhibit 10.7


 


SANOFI-AVENTIS AND IMMUNOGEN CONFIDENTIAL


Execution Copy


 


AMENDMENT NO. 3 TO THE


COLLABORATION AND LICENSE AGREEMENT


 


This Amendment No. 3 to the Collaboration and License Agreement
(this “Third Amendment”) is effective as of August 31, 2008 (the “Third
Amendment Effective Date”) by and between ImmunoGen, Inc., a Massachusetts
corporation with a principal office at 830 Winter Street, Waltham,
Massachusetts 02451 (“ImmunoGen”), and sanofi-aventis U. S. LLC, a Delaware
limited liability company with a offices at 1041 Rt. 202-206, Bridgewater, NJ
08807 (“sanofi-aventis”).  Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
such terms in the Collaboration and License Agreement (the “Agreement”) dated
as of July 30, 2003 (the “Agreement Effective Date”) by and between
ImmunoGen and Aventis Pharmaceuticals, Inc. (“Aventis”), as amended August 31,
2006 and October 11, 2007.


 


WHEREAS, on the Agreement Effective Date, ImmunoGen and Aventis, the
predecessor in interest to sanofi-aventis, entered into the Agreement for the
purpose of collaborating on the identification and validation of targets for
use in the discovery of antibodies and antibody-drug conjugates in the
Collaborative Focus Area (as defined in the Agreement) and in the development
and commercialization of such antibodies and antibody-drug conjugates; and


 


WHEREAS, the Parties hereto desire to amend the Agreement as set forth
herein and to set forth certain additional terms applicable to the Agreement,
as so amended.


 


NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the Parties hereto,
intending to be legally bound, hereby agree as follows:


 


1.                                       Amendments
to Agreement.


 


(a)                                  New
Sections 1.95 and 1.96 are hereby added to the Agreement which shall
provide as follows:


 


“1.95                                          “Consumer
Price Index” means the Consumer Price Index for All Urban Consumers
(Current Series) in the Northeast Region published from time to time by the
Bureau of Labor Statistics of the United States Department of Labor.


 


1.96                                                “FTE
Rate” means, for the first Calendar Year commencing on November 1,
2008, $[***]; and, for each Calendar Year thereafter, the result obtained by
multiplying $[***] by the sum of (1 + CPI) where CPI is a fraction, the
numerator of which is the difference between the Consumer Price Index as of the
last month of the immediately preceding Calendar Year and the Consumer Price 


 






Portions of this Exhibit were omitted, as
indicated by [***], and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential
treatment under


Rule 24b-2 of the Securities Exchange Act of
1934, as amended.


 

















 


Index as of October 2008 and the denominator of which is the
Consumer Price Index as of October 2008.”


 


(b)                                 Section 2.3.5
of the Agreement is hereby amended by adding the following at the end of such
provision:


 


“Following the Third Amendment Effective Date, the responsibilities of
the Joint Research Committee that continue after the conclusion of the Research
Program shall be assumed and performed by the Joint Development Committee, and
the Joint Research Committee shall cease to exist.  For the sake of clarity, the Parties do not
intend for the Joint Development Committee to be a decision making body, but
instead, it shall serve as an information exchange and consultation forum.”


 


(c)                                  Section 2.8.1
of the Agreement is hereby amended by deleting the last sentence thereof in its
entirety.


 


(d)                                 Section 2.8.4
of the Agreement is hereby deleted in its entirety and replaced with the
following:


 


“2.8.4                                       Dropped
Targets.  If at any time Aventis
determines in good faith that the evaluation of any Antibody Target or a
Program Target should be discontinued, then Aventis will inform ImmunoGen that
the Antibody Target or Program Target should be dropped from the scope of this
Agreement.  ImmunoGen shall review
whether each such determination was made in good faith and if so shall
confirm  such determination as soon as reasonably
practicable.  Thereafter, such Antibody
Target or Program Target shall be deemed to be a “Dropped Target.”  Notwithstanding the foregoing, Schedule 2.14
attached hereto identifies all Antibody Targets and Program Targets as of August 31,
2006 that have become Dropped Targets as of the Third Amendment Effective Date.”


 


(e)                                  Section 2.14
of the Agreement is hereby deleted in its entirety and replaced with the
following:


 


“2.14                                          Collaboration Portfolio. 
For purposes of clarity Schedule 2.14 attached hereto lists
all Antibody Targets, Program Targets, Program Targets with Program Antibodies
and Program Targets with Lead Antibodies that were part of the Research Program
as of the Third Amendment Effective Date.”


 


(f)                                    A
new Section 2.15 is hereby added to the Agreement which shall provide as
follows:


 






Portions of this Exhibit were omitted, as
indicated by [***], and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential
treatment under


Rule 24b-2 of the Securities Exchange Act of
1934, as amended.


 


2

















 


“2.15                                         Additional
Services.


 


2.15.1                                      During
the Term of this Agreement, commencing upon the Third Amendment Effective Date,
Aventis may request that ImmunoGen perform certain tasks in connection with the
Development and Commercialization of the Products (collectively, the “Additional
Services”).  If ImmunoGen is willing
to provide the Additional Services, prior to the performance of such Additional
Services, the Parties shall prepare a mutually agreed upon work plan which
shall set forth with reasonable specificity the objectives and tasks to be
performed by ImmunoGen and a related budget, which shall set forth (a) the
[***] required to perform such services, (b) the costs, if any, related to
the [***] in the performance of such services, and (c) the costs of any
[***] not [***] by [***].  Effective January 1,
2009, ImmunoGen shall only initiate such Additional Services upon the receipt
of a purchase order number from Aventis. 
If, at any time during the performance of the Additional Services,
ImmunoGen determines that either the actual [***] for all Additional Services
to be performed during a particular Calendar Quarter or the costs related to
the [***] for a particular Calendar Quarter or for the Calendar Year is
expected to exceed the [***]or costs set forth in the mutually agreed upon work
plan(s) for such Calendar Quarter or for the Calendar Year by [***] or
more, ImmunoGen shall notify Aventis. 
The Parties shall thereafter discuss in good faith whether to use such
[***] [***]or such additional [***] or whether to [***] the [***] to be [***],
such that such [***] or increased costs related to the use by ImmunoGen of
[***] are not [***]; and in the event that the Parties can not agree, Aventis
shall make the final determination.  Such
determination shall be set forth in revised work plan(s) or budget(s), as
the case may be.  Subject to ImmunoGen’s
right to receive the funding described in Section 2.15.3 below, ImmunoGen
shall have the responsibility, at its sole cost and expense, of [***] the [***]
and [***] of [***], including any [***] performing the Additional
Services.  Except as otherwise provided
herein, Aventis shall have no liability as a result of its [***] hereunder to
[***] for any [***] and [***] and [***] and [***] incurred by [***] and
associated with the Additional Services.


 


2.15.2                                      In
connection with any Additional Services to be performed by ImmunoGen, Aventis
shall use Commercially Reasonable Efforts to perform its obligations, if any,
under the relevant work plan.


 


2.15.3                                      In
consideration of the performance by ImmunoGen of the Additional Services,
Aventis will pay ImmunoGen for all [***] used by ImmunoGen in the performance of
such services and pursuant the relevant agreed upon budget, at a rate [***]
equal to the [***].


 






Portions of this Exhibit were omitted, as
indicated by [***], and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential
treatment under


Rule 24b-2 of the Securities Exchange Act of
1934, as amended.


 


3

















 


2.15.4                                      Within
thirty (30) days after the end of each Calendar Quarter following the Third
Amendment Effective Date during which Additional Services were performed,
ImmunoGen will provide to Aventis a report and invoice setting forth the [***]
performing Additional Services during each month of such Calendar Quarter,
together with an [***] of the [***] between such [***] and the [***] of [***]
for that Calendar Quarter.  Within [***]
from the date of its receipt of each such invoice, Aventis will pay to
ImmunoGen the invoice amount due as reimbursement for the work performed by the
[***].


 


2.15.5                                      Within
[***] after the end of each Calendar Quarter following the Third Amendment
Effective Date during which Additional Services were performed, ImmunoGen will
provide Aventis a report setting forth the [***] of the [***] to the Additional
Services during each month in such Calendar Quarter and the [***] and [***] by
such [***] during such Calendar Quarter, together with an [***] of the [***]
between the [***] and the [***] for [***] for that Calendar Quarter.  Within [***] days from the date of its receipt
of each such invoice, Aventis will pay to ImmunoGen any invoice amount due as
reimbursement for the work performed by such [***] to the extent such [***] are
[***] by ImmunoGen in accordance with Section 2.13 of this Agreement.


 


2.15.6                                      Sections 2.5.6
through 2.5.10 and Sections 2.9 through 2.13 shall apply to the
performance of the Additional Services, except that all references therein to
the Research Program shall instead refer, mutatis mutandis,
to the Additional Services.


 


(g)                                 Section 3.5.1
is hereby amended by adding the following at the end of such provision:


 


“Following the Third Amendment Effective Date, the Joint Development
Committee shall meet no more than three times per Calendar Year, unless the
Parties mutually agree in advance of any scheduled meeting that there is no
need for such meeting; provided that the Joint Development Committee shall meet
at least twice each Calendar Year. 
Meetings of the Joint Development Committee may be held in person, by
means of telephone conference call or by videoconference, provided that at
least one meeting each Calendar Year shall be in person.”


 


(h)                                 Section 3.7.1 of
the Agreement is hereby deleted in its entirety and replaced with the
following:


 






Portions of this Exhibit were omitted, as
indicated by [***], and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential
treatment under


Rule 24b-2 of the Securities Exchange Act of
1934, as amended.


 


4

















 


“3.7.1                                       If (a) Aventis
undertakes the Development of a Lead Antibody and thereafter Aventis determines
not to continue to Develop such Lead Antibody or any other Antibody that is
Active against the Target against which such Lead Antibody is Active, and (b) Aventis
determines that the Program Target against which such Lead Antibody is Active
should be dropped from the scope of this Agreement, then such Lead Antibody
shall thereafter be deemed a “Dropped Product,” and such Program Target
shall thereafter been deemed a “Dropped Target.”


 


(i)                                     In
Section 7.1.7 of the Agreement, the following sentence shall be added:


 


“Commencing upon the Third Amendment Effective Date, the licenses
granted by ImmunoGen in this Section 7.1.7 shall be converted from co-exclusive
to non-exclusive.”


 


(j)                                     Section 7.2.1
of the Agreement is hereby deleted in its entirety and replaced with the
following:


 


“7.2.1                                      Activities
under Research Program and the Additional Research Services.  Aventis hereby grants to ImmunoGen and its Affiliates
a co-exclusive (with Aventis and its Affiliates), worldwide, royalty-free
license, with the right to grant sublicenses to Approved Subcontractors, under
the Aventis Intellectual Property and the Program Intellectual Property, (a) during
the Research Program Term, to conduct the Research Program in accordance with
the Annual Research Plan and (b) thereafter, to perform the Additional
Services.”


 


(k)                                  Schedule 2.14
of the Agreement is hereby deleted in its entirety and replaced by Schedule 2.14
attached hereto.


 


2.                                       Miscellaneous.               The Parties hereby
confirm and agree that, except as amended hereby, the Agreement remains in full
force and effect and is a binding obligation of the Parties hereto.  This Third Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


[Remainder of page intentionally left blank.]


 






Portions of this Exhibit were omitted, as
indicated by [***], and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential
treatment under


Rule 24b-2 of the Securities Exchange Act of
1934, as amended.


 


5

















 


IN WITNESS WHEREOF, the Parties have caused this Amendment to be
executed by their duly authorized representatives.


 


	
  IMMUNOGEN, INC.

  	
   

  	
  SANOFI-AVENTIS
  U.S. LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  

  	
  Daniel M. Junius

  	
   

  	
  By:

  	
  /s/

  	
  Thomas G. Metcalf_22 Dec. 2008

  
	
  Name:

  	
   

  	
  Daniel M. Junius

  	
   

  	
  Name:

  	
   

  	
  Thomas G. Metcalf

  
	
  Title:

  	
   

  	
  President and COO

  	
   

  	
  Title:

  	
   

  	
  Site Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/

  	
  Paul Darno

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Paul Darno

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Finance

  
														



 






Portions of this Exhibit were omitted, as
indicated by [***], and have been filed separately with the Secretary of the
Commission pursuant to the Company’s application requesting confidential
treatment under


Rule 24b-2 of the Securities Exchange Act of
1934, as amended.


 


6
















 


Schedule 2.14


 


COLLABORATION
PORTFOLIO AS OF THIRD AMENDMENT EFFECTIVE DATE


 


	
  Antibody Targets

  	
   

  	
  Program Target

  	
   

  	
  Program

  Targets

  with Program

  Antibodies

  	
   

  	
  Program Targets with

  Lead Antibody

  	
   

  	
  Program Targets with

  Lead Antibody in

  Development

  
	
   

  	
   

  	
   

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  CD 33 (AVE9633)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CD 19
  (SAR3419)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  IGF-1R
  (AVE1642)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DS6 antigen
  (SAR566658)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CD38
  (SAR650984)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dropped
  Targets

  	
   

  	
   

  	
   

  	
  Dropped
  Products

  
	
  [***]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






Portions
of this Exhibit were omitted, as indicated by [***], and have been filed
separately with the Secretary of the Commission pursuant to the Company’s
application requesting confidential treatment under Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.