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EXHIBIT 10.56   ***Text Omitted and Filed SeparatelyConfidential Treatment
RequestedUnder 17 C.F.R. §§ 200.80(b)(4)
and240.24b-2(b)(1)
 IL-13 AGREEMENT
 BY AND BETWEEN THE UNDERSIGNED :
  AND:
   RECITALS :
    1




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(a)
    
    full ownership [...***...] of IL-13 (non GMP) equivalent to a minimum of [...***...]
biological activity units of IL-13.(b)
    
    a non-exclusive right to use the IL-13 Intellectual Property for the purpose of
using, implementing, developing, exploiting in all forms and by all means the IL-13
Intellectual Property and, in particular, IL-13 products resulting from that Intellectual
Property, exclusively in the field of ex vivo therapy for the purpose of carrying out
Phase I and Phase II Studies in one or more Development Programs involving an IL-13
Product and for the marketing of IL-13 Research Kits during Phase I and II Studies.(c)
    
    a non-exclusive right to use, under certain conditions, the IL-13 Intellectual
Property for the purpose of using, implementing, developing, exploiting in all forms and
by all means the IL-13 Intellectual Property and, in particular, IL-13 products resulting
from that Intellectual Property exclusively in the field of ex vivo therapy in order to
carry out Phase III Studies in one or more Development Programs involving an IL-13
Product.(d)
    
    a non-exclusive right to use, under certain conditions, the IL-13 Intellectual
Property for the purpose of using, implementing, developing, exploiting in all forms and
by all means the IL-13 Intellectual Property and, in particular, IL-13 products resulting
from that Intellectual Property exclusively in the field of ex vivo therapy for the
marketing of Final IL-13 Products.
   *
    

Confidential
Treatment Requested under 17 C.F.R. §§200.80(b)(4) and240.24b-2(b)(1)
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NOW, THEREFORE, THE PARTIES MUTUALLY AGREE AS FOLLOWS:
 ARTICLE 1  DEFINITIONS
 1.1.
    
    ABSA shall mean 7.283 class B shares with attached B-share subscription warrants
issued by IDM to SANOFI-SYNTHELABO and fully paid up through the Contribution, at the
Extraordinary Shareholders Meeting of IDM held on January 7, 2000.1.2.
    
    1999 Agreement shall mean the memorandum of agreement executed by the Parties on July
13, 1999.1.3.
    
    IL-13Agreement shall mean this Agreement, including all its Attachments.1.4.
    
    2001 Agreement shall mean the memorandum of agreement executed by the Parties on July
20, 2001.1.5.
    
    Affiliate shall mean any entity controlled by a Party, controlling that Party or
under the same control as that Party, in each case either directly or indirectly. For the
needs of this definition, control means the holding (directly or indirectly through an
Affiliate) of more than 50% of the capital or voting rights of a company. The status of an
Affiliate is determined as of the date on which this definition needs to be used.1.6.
    
    MA (AMM) or Marketing Approval shall mean the official approval to market a Final
IL-13 Product granted by the relevant health authority in each country in the Territory or
each group of countries in the Territory.1.7.
    
    Reference MA shall mean any MA granted :
 
    
    for the territory of the United States of America ; or
    
    for the territory of Japan ; or
    
    for the territories of at least three of the following five countries :
France, Germany, the United Kingdom, Italy, or Spain ; or
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
    
    issued by the European Drug Agency (EMEA) for the marketing of any of the
Final IL-13 Products on the territory of countries that recognize the competence of
that agency.
 1.8.
    
    Contributions shall mean contributions in kind entailing full title and ownership (as
recalled in the recitals of this agreement) made by SANOFI -SYNTHELABO under the 1999
Agreement, and more specifically, the Contributions Agreement.1.9.
    
    Amendment to the IL-13 License Agreement shall mean the amendment to the IL-13
License Agreement to be executed by the Parties, on terms and conditions specified in Article
6.3.2, and a model of which is set forth in Attachment 6.3.2.1.10.
    
    IL-13 Patents shall mean patent applications and patents belonging to
SANOFI-SYNTHELABO, a descriptive list of which is given in Attachment 1.10, including all
divisions, continuations in part and extensions of said patents, certificates of addition,
certificates of utility and supplementary certificates of protection.1.11.
    
    BSA 1 warrants shall mean 7,283 B-share subscription warrants attached to the ABSA
granting the right to subscribe 161,860 (or 8,093 multiplied by 20 following the 20 split
approved by the Extraordinary Shareholders Meeting held on June 21, 2001) new IDM B-shares by
exercise of Option 1 for a total price of [...***...].1.12.
    
    BSA 2 warrants shall mean 7,283 B-share subscription warrants attached to the ABSA
granting the right to subscribe 242,800 (or 12,140 multiplied by 20 following the 20 split
approved by the Extraordinary Shareholders Meeting held on June 21, 2001) new IDM B-shares by
exercise exercise of Option 2 for a total price of [...***...].1.13.
    
    Change of Control of IDM shall mean the transfer of shares and/or other financial
instruments in any form whatsoever, which effect is to cause a Third Party who was not an IDM
shareholder on the effective date of the 1999 Agreement, to hold directly or indirectly more
than 50% of the capital and/or voting rights of IDM. Attachment 1.13 contains a list of IDM
shareholders as of the effective date of the 1999 Agreement.1.14.
    
    IL-13 Net Salesshall mean net sales before taxes made by IDM and/or by any
authorized IDM licensee (except SANOFI-SYNTHELABO) in connection with the Final IL-13 Products
and/or the IL-13 Research Kits after deduction of discounts, reductions and rebates granted to
Third Parties, the cost of Final IL-13 Products or IL-13 Research Kits returned, commissions
paid, miscellaneous taxes paid on the sale of Final IL-13 Products or IL-13 Research Kits,
market access costs and custom duties
 *
    

Confidential
Treatment Requested under 17 C.F.R. §§200.80(b)(4) and240.24b-2(b)(1)
 4




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as well as transport and insurance costs relative to these sales, except Final IL-13 Products or
IL-13 Research Kits used by IDM or by any IDM sublicensee for internal purposes  training,
development, studies, research  within the context of its (their) activities.1.15.
    
    Executive Committee shall mean the executive committee referred to in Article
4.1(a) of the 2001 Agreement.1.16.
    
    IL-13 License Agreement shall mean the license contact that is to be executed by the
Parties on the terms and conditions specified in Article 6.2.2, a model of which is given in
Annex 6.2.2.1.17.
    
    Not applicable1.18.
    
    Effective Date shall mean the date the 2001 Agreement takes effect.1.19.
    
    Implementation Date shall mean January 7, 2000.1.20.
    
    Phase I Study (Studies) shall mean, within the context of a given IL-13 Development
Program, all tolerance studies of an IL-13 Product as well as any pharmacodynamic study
relative to said IL-13 Product conducted by IDM in treated patients.1.21.
    
    Phase II Study (Studies) shall mean, within the context of a given IL-13 Development
Program, all studies conducted by IDM to demonstrate clinical activity of the IL-13 Product in
treated patients.1.22.
    
    Phase III Study (Studies) shall mean, within the context of a given IL-13
Development Program, all studies conducted by IDM to confirm the efficacy and evaluate the
long-term tolerance of an IL-13 Product in order to obtain Marketing Approval for the Final
IL-13 Product in the Countries of the Territory.1.23.
    
    Exercise of Option 1 shall mean the occurrence of one of the events referred to in
Article 6.2.2.1.24.
    
    Exercise of Option 2 shall mean the obtaining of a Reference MA.1.25.
    
    IL-13 shall mean the protein with human cytokinic activity, cloned and discovered by
SANOFI-SYNTHELABO as more precisely described in Annex 1.25.1.26.
    
    IL-13 Research Kits shall mean the IL-13 Product or Products, in any form
whatsoever, (i) developed in whole or in part by IDM and/or any authorized IDM sublicensee
within the scope of this IL-13 Agreement, and which manufacture and/or marketing and/or
utilization is covered by one or more
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IL-13 Patents and (ii) marketed for one or more of the
following uses (a)
 for research
purposes only without therapeutic use, and/or
(b) for clinical trial purposes and without
therapeutic use except as it results naturally from such clinical trials.1.27.
    
    Development Offer shall mean the offer that IDM must make to SANOFI-SYNTHELABO in
application of Article III of the 2001 Agreement in order to allow the latter to exercise, or
not, its Development Option right.1.28.
    
    Development Option shall mean the irrevocable option enjoyed by SANOFI-SYNTHELABO
pursuant to Article III of the 2001 Agreement granting it, if it exercises the option with
regard to a given Development Program, exclusive rights to benefit from the exploitation of
the results of the corresponding Development Program, in return for its financing of the costs
and expenses relative to said Development Program.1.29.
    
    Exclusive License Option shall mean the irrevocable option enjoyed by
SANOFI-SYNTHELABO pursuant to Article VI of the 2001 Agreement.1.30
    
    IDM Shareholders Agreement shall mean the shareholders agreement among IDMs
shareholders dated December 29, 1996 and amended on August 31, 1998, October 29, 1998, January
7, 2000 and October 6, 2000, and, if applicable, any subsequent additional amendment.1.31.
    
    Parties shall mean SANOFI-SYNTHELABO and IDM collectively (each of the Parties being
individually designated as a Party).1.32.
    
    Improvementsshall mean any improvements and upgrades made to the IL-13 Intellectual
Property, whether or not they are covered by patents or certificates of utility or any other
intellectual property title.1.33.
    
    IL-13 Product shall mean any Product, as defined in Article 1.18 of the 2001
Agreement, that includes a dendritic cell obtained using IL-13.1.34.
    
    Final IL-13 Product shall mean any Final Product, as defined in Article 1.19 of the
2001 Agreement, that pertains to an IL-13 Product.1.35.
    
    Development Program shall mean, for a given Product in a specified therapeutic
indication, all pre-clinical studies and clinical studies carried out or to be carried out by
IDM and necessary for the preparation of MA applications in the Territory. IL-13
Development Program shall mean any Development Program pursuant to this definition that
pertains to an IL-13 Product. For information, Annex 1.35 contains a list of the IL-13
Development Programs currently in progress. The term SANOFI-SYNTHELABO IL-13 Development
Program shall mean an IL-13 Development Program as to which SANOFI-SYNTHELABO has
exercised
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its Development Option right per Article III of the 2001 Agreement and that has not been
interrupted in accordance with the provisions of the 2001 Agreement.1.36.
    
    IL-13 Intellectual Property shall mean, collectively, the IL-13 Patents, the IL-13
Know-How, as well as any intellectual property right that SANOFI-SYNTHELABO might have, either
before or after the date of signature of the 1999 Agreement, and/or that is freely available
to it and that is necessary (i) for the marketing of the IL-13 Research Kits or (ii) for the
implementation of the IL-13 Development Programs and (iii) the marketing of the Final IL-13
Products.1.37.
    
    IL-13 Know-How shall mean all knowledge, experience and experimentation, information
and expert reports relative to IL-13 and to the inventions claimed in the IL-13 Patents, that
SANOFI-SYNTHELABO developed, as well as those to which it had access, provided they were
freely available to it and provided they existed in any physically transmissible form on the
execution date of the 1999 Agreement .1.38.
    
    Territoryshall mean the entire world.1.39.
    
    Third Party shall mean any individual or any legal entity except the Parties and
their Affiliates.
 ARTICLE 2  PURPOSE
  (a)
    
    to amend the conditions under which IDM will be supplied with IL-13;(b)
    
    to specify the terms of the IL-13 Intellectual Property license granted by
SANOFI-SYNTHELABO to IDM for (i) marketing IL-13 Research Kits, (ii) implementation of
IL-13 Development Programs and (iii) marketing Final IL-13 Products.
  ARTICLE 3  IL-13 SUPPLY
  7




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ARTICLE 4  NON-EXCLUSIVE NATURE OF GRANTED RIGHTS
  ARTICLE 5  CANCELLATION OF THE EXCLUSIVE MARKETING OPTION
  ARTICLE 6 IL-13 LICENSE
 6.1.
    
    Marketing of IL-13 Research KitsIDM may market IL-13 Research Kits during the life of this IL-13 Agreement, of the IL-13
License Agreement and of the Amendment to the IL-13 License Agreement. In this case, IDM
shall pay SANOFI-SYNTHELABO a royalty equal to [...***...] of Net Sales made by IDM under
such marketing.It is specified that [...***...] of the above referenced royalty is in consideration
of the license granted to the IL-13 Patents and [...***...] is in consideration of the
license granted for the IL-13 Knowhow, this royalty being only due during the life of this
IL-13 Agreement.The payment by IDM of the amounts due under this Article 6.1 shall be made twice a year, on
the last working day of the months of February and August of each year, by bank transfer to
the account specified by SANOFI-SYNTHELABO. Each payment shall include a statement of
IL-13
 *
    

Confidential
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 8




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Research Kits sales made during the corresponding six calendar months that makes
it possible to identify the amounts payable.IDM shall have a special accounting procedure, with the corresponding
substantiating documents, covering all elements necessary for calculating the amounts
owed to SANOFI-SYNTHELABO pursuant to the above provisions. SANOFI-SYNTHELABO may
cause IDMs books to be verified, at its simple request made with sufficient advance
notice, by an independent expert jointly chosen by the Parties and, absent an
agreement within fifteen (15) days of the date on which SANOFI-SYNTHELABO has
requested the audit, by the Presiding Judge of the Lower Court of Paris on the
petition of the first acting Party. The expert shall use its best efforts to notify
his findings within a period of thirty (30) days after referral. The findings of this
expert shall be final and without recourse. The experts fees and costs will be
covered by SANOFI-SYNTHELABO except if the total amount owed to SANOFI-SYNTHELABO is
more than five per cent (5%) greater than the amount reported by IDM, in which case
these costs and fees shall be covered by IDM.6.2.
    
    Implementation of IL-13 Development Programs  Exercise of BSA 1 warrants6.2.1.
    
    Phase I and II studiesExcept for SANOFI-SYNTHELABO IL-13 Development Programs that are governed by the 2001
Agreement, IDM agrees to implement and pursue the Phase I and II Studies of the IL-13
Development Programs at its sole expense. IDM will use its best efforts to complete the
Phase I and II Studies at the earliest possible time compatible with applicable legal and
regulatory requirements.IDM will provide SANOFI-SYNTHELABO with a summary report of the results of the Phase II
Studies carried out on one or more IL-13 Products within six (6) months following
completion of these Phase II Studies.6.2.2.
    
    Exercise of the BSA 1 warrantsThe occurrence of one of the following events shall be deemed to be equivalent to Exercise
of Option 1 as specified in the provisions for the exercise of BSA 1s described in Annex 7:Events:
 (a)
    
    The Executive Committee decides to undertake a Phase III Study on an IL-13
Product in application of Article 5.4.a) (ii) of the 2001 Agreement. In that event,
Option 1 shall be deemed to have been
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exercised on the date of signature of the joint report setting forth the decision of
the Executive Committee to start a Phase III Study; or(b)
    
    IDM decides to undertake a Phase III Study on an IL-13 Product that is not
covered by a SANOFI-SYNTHELABO IL-13 Development Program. In that event, IDM shall
notify SANOFI-SYNTHELABO of its decision to start Phase III Studies by registered mail
with return receipt sent within six (6) months of the completion of the Phase II
Studies carried out on such IL-13 Product. Option 1 shall be deemed to have been
exercised on the date of the first presentation to SANOFI-SYNTHELABO of such
registered mail with return receipt.
 Within thirty (30) days from the occurrence of one of the above events, the Parties agree
to enter into an IL-13 License Agreement pursuant to the model contained in Annex 6.2.2.,
defining (i) the terms and conditions under which IDM may use and exploit the IL-13
Intellectual Property to carry out Phase III Studies on IL-13 Products and (ii) the terms
and conditions of the payment for the IL-13 Intellectual Property license thus granted by
SANOFI-SYNTHELABO. The IL-13 License Agreement shall take effect as of the Exercise date
of Option 1. On the date of execution of the IL-13 License Agreement, SANOFI-SYNTHELABO
shall submit to IDM an invoice for the amount specified in Article 4.1.1. of the IL-13
License Agreement, plus any applicable amount of value-added tax, as well as a simplified
subscription form requesting exercise of the BSA 1 warrantsWithin thirty (30) days of the signing of the IL-13 License Agreement, IDM shall cause its
Board of Directors to draw up a statement of account, to be certified by its auditors, and
the Board of Directors shall acknowledge issuance of the shares resulting from the exercise
of the BSA 1 warrants.6.2.3.
    
    Phase III Studies
  
    
    IDM agrees to carry out at its sole expense Phase III Studies of IL-13
Development Programs and to use its best efforts to complete such Phase III Studies at
the earliest possible time compatible with applicable legal and regulatory
requirements.
    
    IDM shall provide SANOFI-SYNTHELABO with semi-annual progress reports on
Phase III Studies and shall keep SANOFI-SYNTHELABO informed as soon as possible about
any problem that could have a significant negative effect on said Phase III Studies.
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
    
    Representatives of IDM and SANOFI-SYNTHELABO shall meet, at the request of
either Party, to discuss the contents of semi-annual progress reports on Phase III
Studies as provided by IDM. During these meetings, IDM will provide any supplementary
information that SANOFI-SYNTHELABO might reasonably request about the results of Phase
III Studies, to the extent this additional information is available on the date of the
request by SANOFI-SYNTHELABO, and does not require any additional research or
investigations beyond those conducted by IDM.
    
    IDM will provide SANOFI-SYNTHELABO with a summary report on Phase III Studies
carried out on one or more of the IL-13 Products within sixty (60) days following the
completion of these Phase III Studies.
 6.3.
    
    Marketing of Final IL-13 Products  Exercise of BSA 2 warrants6.3.1.
    
    IDMs decision to market Final IL-13 ProductsExcept for SANOFI-SYNTHELABO IL-13 Development Programs that are governed by article V of
the 2001 Agreement :
 (a)
    
    IDM shall notify SANOFI-SYNTHELABO of its decision to market a
Final IL-13 Product by registered mail with return receipt sent within six (6)
months following completion of the Phase III Studies on the corresponding IL-13
Product;(b)
    
    IDM agrees to file MA applications as soon as possible for the corresponding
IL-13 Product.
 6.3.2.
    
    Exercise of BSA 2 warrantsThe obtaining by SANOFI-SYNTHELABO, within the context of a SANOFI-SYNTHELABO IL-13
Development Program governed by the 2001 Agreement, or by IDM under Article 6.3.1(b) above,
of a Reference MA shall be deemed as equivalent to the Exercise of Option 2 as specified in
the terms and conditions for the exercise of the BSA 2 warrants described in Annex 7.
Within thirty (30) days following the obtaining of such Reference MA, the Parties agree to
conclude an Amendment to the IL-13 License Agreement pursuant to the model set forth in
Annex 6.3.2 defining the conditions under which IDM can use and exploit the IL-13
Intellectual Property to market any Final IL-13 Product and (ii) the terms and conditions
of payment for the IL-13 Intellectual Property license thus granted by SANOFI-SYNTHELABO.
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On the date of execution of the Amendment to the IL-13 License Agreement, SANOFI-SYNTHELABO
shall submit an invoice to IDM for the amount specified in Article 4.1.2. of the IL-13
License Agreement as amended by the Amendment to the IL-13 License Agreement, plus any
applicable amount for value-added taxes, in addition to a simplified subscription form
requesting exercise of the BSA 2 warrants.Within thirty (30) days following the signature of the Amendment to the IL-13 License
Agreement, IDM shall cause its Board of Directors to draw up a statement of account,
certified by its auditors, and the Board of Directors shall acknowledge issuance of the shares resulting from the exercise of the BSA 2 warrants.
 ARTICLE 7  OFFSET
   ARTICLE 8  EARLY EXERCISE OF BSA 1 AND BSA 2 WARRANTS
  8.1.
    
    Transfer by IDM of all its assets to a Third Party transferee.Transfer to a Third Party transferee shall be deemed equivalent to the Exercise of Option 1
and/or Option 2.8.2.
    
    Change of control of IDMIn the event IDM shares are traded on a regulated market, SANOFI-SYNTHELABO shall notify
IDM within fifteen (15) days following the
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official filing of the operation likely to entail a Change of Control of IDM of its
decision to proceed with an early exercise its BSA 1 and/or BSA 2 warrants.In the event IDM shares are not traded on a regulated market, SANOFI-SYNTHELABO shall
notify IDM of its decision to exercise its BSA 1 and/or BSA 2 warrants no more than ten
(10) days prior to implementation of the Change of Control of IDM, of which
SANOFI-SYNTHELABO shall have been notified, either by application of the IDM shareholders
agreement or by prior notification by IDM sent to SANOFI-SYNTHELABO at least twenty (20)
days prior to the implementation of the Change of Control of IDM, in the event the IDM
shareholders agreement is null and void.Receipt by IDM of the notice of early exercise by SANOFI-SYNTHELABO of its BSA 1 and/or BSA
2 warrants shall be deemed equivalent to the Exercise of Option 1 and/or of Option 2.In the event of a decision by SANOFI-SYNTHELABO not to exercise its BSA 1 and/or BSA 2
warrants early, or absent a reply from SANOFI-SYNTHELABO within fifteen (15) days of ten
(10) days as specified above, the provisions of this IL-13 Agreement shall continue to
apply between the Parties.8.3.
    
    Exercise of BSA 1 and/or BSA 2 warrantsIn the instances specified in Articles 8.1 and 8.2 above, exercise of BSA 1 and/or BSA
2 warrants shall occur on the date of the Transfer to the Third-Party transferee in the
case covered by Article 8.1 and, in the case covered by Article 8.2, on the date set by IDM
within a period of seven (7) days following the date of receipt by IDM of the notice
specified in Article 8.2.On the date of exercise of the BSA 1 and/or BSA 2 warrants:
 
    
    the Parties shall enter into the IL-13 License Agreement
and/or the Amendment to the IL-13 License Agreement;
    
    SANOFI-SYNTHELABO shall submit an invoice to IDM for the
amount of the fixed compensation specified in Article 4.1.1 of the IL-13
License Agreement and/or the fixed compensation specified in Article 4.1.2 of
the IL-13 License Agreement as amended by the Amendment to the IL-13 License
Agreement, as well as a simplified subscription form requesting the exercise
of BSA 1 and/or BSA 2 warrants;
    
    IDM shall hold a meeting of the Board of Directors to draw up
a
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statement of account certified by its internal auditors, and the Board of
Directors shall acknowledge issuance of the shares resulting from the exercise
of BSA 1 and BSA 2 warrants.
 ARTICLE 9  RESPONSIBILITY  INSURANCE
 9.1.
    
    Without prejudice to the provisions of common law, IDM alone shall assume any responsibility
that might arise from the implementation of IL-13 Development Programs, as well as from the
exploitation of the results, vis-à-vis any Third Party and on any basis whatsoever, including
on the basis of civil liability, in particular with respect to any damage that might result
from the use (in carrying out the Phase I and II Studies) of IL-13 supplied by
SANOFI-SYNTHELABO and not manufactured in accordance with Good Manufacturing Practices.IDM alone shall also assume any liability that might arise (i) from any fault committed by
it or by any IDM Affiliate or sub-licensee within the context of the implementation of this
IL-13 Agreement, as well as (ii) for any failure on its part or on the part of any IDM
Affiliate or sub-licensee to perform its obligations pursuant to said IL-13 Agreement.IDM shall also hold SANOFI-SYNTHELABO harmless with regard to any harmful consequences that
might arise for SANOFI-SYNTHELABO from any action brought against SANOFI-SYNTHELABO by a
Third Party based on damage of any kind whatsoever resulting from the circumstances
indicated above.IDM warrants that it has taken out, at its sole expense, the necessary insurance coverage
on terms and conditions consistent with the practices in the pharmaceutical industry, in
order to sufficiently cover any risks that might result from the implementation of the
IL-13 Development Programs and/or the marketing of the IL-13 Research Kits and/or the Final
IL-13 Products. It shall provide evidence of such coverage at the request of
SANOFI-SYNTHELABO.9.2.
    
    Without prejudice to the provisions of common law, SANOFI-SYNTHELABO alone shall assume the
liability that could result (i) from any fault committed by it or by any SANOFI-SYNTHELABO
Affiliate or sub-licensee within the context of the implementation of this IL-13 Agreement,
(ii) from any failure by it or by any SANOFI-SYNTHELABO Affiliate or sub-licensee to meet its
obligations under said Agreement, as well as (iii) from its supply to IDM of IL-13 that is not
up to contractual specifications.
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Consequently, it guarantees IDM against all prejudicial consequences that might arise for
IDM from an action brought against it by a Third Party based on damage of any kind
whatsoever resulting from the circumstances identified above.SANOFI-SYNTHELABO guarantees that it has taken out the necessary insurance at its sole
expense, on terms and conditions consistent with the practices of the pharmaceutical
industry, in order to provide sufficient coverage of the risks likely to arise from the
quantities of supplied IL-13.9.3.
    
    The above provisions do not apply to SANOFI-SYNTHELABO IL-13 Development Programs, which are
governed by the 2001 Agreement.
 ARTICLE 10  SANOFI-SYNTHELABO GUARANTEES
  ARTICLE 11  IMPROVEMENTS MADE OR ACQUIRED BY SANOFI-SYNTHELABO
 11.1.
    
    SANOFI-SYNTHELABO shall retain sole and full title to all Improvements that it makes or
acquires.In order to allow IDM to have IL-13 manufactured, SANOFI-SYNTHELABO shall transmit to
IDM free of charge and as soon as possible any improvement related to the manufacturing and
production processes and/or methods for IL-13 and IL-13 made pursuant to Good
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Confidential
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Manufacturing Practices that it may have at its disposal during the life of this
IL-13 Agreement in a physically transmissible form, and to which it shall have unencumbered
access.As regards Improvements other than those specified in the preceding paragraph, in the event
SANOFI-SYNTHELABO wishes to make these Improvements available to any Third Party, it
irrevocably agrees to offer them to IDM on conditions, especially financial conditions, at
least equal to the most favorable conditions offered to any Third Party, during the life of
this IL-13 Agreement, of the IL-13 License Agreement and of the Amendment to the IL-13
License Agreement.11.2.
    
    Use of the IL-13 Intellectual Property specified in the Contributions Agreement and all
rights granted by SANOFI-SYNTHELABO to IDM under this IL-13 Agreement, the IL-13 License
Agreement and the Amendment to the IL-13 License Agreement shall fully extend to Improvements
transmitted pursuant to the provisions of Article 11.1 above, as soon as they are known, and
SANOFI-SYNTHELABO shall, on its own initiative and at its own expense, carry out all necessary
formalities and procedures to guarantee the effective implementation of this provision. IDM
agrees to participate, if necessary, in this protection and, in particular, to sign all
necessary acts and documents.11.3.
    
    Subject to the provisions of Article 11.1, it is expressly agreed by the Parties that the
transfer of Improvements by SANOFI-SYNTHELABO shall not entail any change to the financial
terms and conditions of the Contributions Agreement, the IL-13 License Agreement and the
Amendment to the IL-13 License Agreement.
 ARTICLE 12  IMPROVEMENTS MADE OR ACQUIRED BY IDM
 12.1.
    
    IDM shall retain sole and full title to all results, tangible or intangible, patentable
or non-patentable, patented or not patented, arising from the IL-13 Development Programs or
from any improvements to its own patents that it may make or acquire.SANOFI-SYNTHELABO unconditionally and irrevocably agrees not to claim any right
whatsoever to IDMs research or inventions.It shall be the responsibility of IDM, if it so wishes, to carry out at its own expense
all necessary formalities and steps to ensure the protection of its rights under
applicable statutes, and SANOFI-SYNTHELABO agrees to participate if necessary in this
protection and, in particular, to sign all necessary acts and documents.
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12.2.
    
    The above provisions apply subject to any conflicting provisions of the 2001 Agreement.
 ARTICLE 13  TERRITORY
  ARTICLE 14  TERM  CANCELLATION
 14.1.
    
    This IL-13 Agreement shall take effect on the Effective Date. It shall be automatically
cancelled in the event one of the Parties cancels the 2001 Agreement in application of Article
10.2 of that Agreement, in which case the 1999 Agreement shall automatically resume all its
effects.14.2.
    
    This IL-13 Agreement shall remain in effect for a period equal to that of the legal
protection attached to the IL-13 Patents. The effect of this IL-13 Agreement shall cease, in
each of the countries involved, on the expiration date of the last IL-13 Patent relative to
that country.14.3.
    
    SANOFI-SYNTHELABO may cancel this IL-13 Agreement pursuant to a simple notice by registered
mail with return receipt given sixty (60) days in advance, in the following cases:
 (a)
    
    Option 1 has not been validly exercised no later than five (5) years
following the Implementation Date;(b)
    
    or, after Option 1 has been exercised, Option 2 is not validly exercised no
later than ten (10) years from the Implementation Date;(c)
    
    on the expiration date of a period of five (5) years calculated as of the
filing of the first application for a Reference MA, if by that date such MA has not
been obtained.
 14.4.
    
    This IL-13 Agreement may also be cancelled by IDM in the event of non-exercise of Option 1
or Option 2 for any IL-13 Development Program, subject to a prior notice of sixty (60) days
from the expiration date of each of the notification deadlines defined in Articles 6.2.2(b)
and 6.3.1(a) above, respectively.14.5.
    
    In the event of cancellation, all quantities of IL-13 held by IDM on the cancellation date,
to the extent these quantities correspond to those contributed to IDM under the Contributions
Agreement, as well as all documents of any kind provided by SANOFI-SYNTHELABO to IDM
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pursuant to the provisions of the 1999 Agreement, the Contributions Agreement, this IL-13
Agreement or the IL-13 License Agreement, shall be returned by IDM to SANOFI-SYNTHELABO not
later than by the expiration date of the notice of cancellation, without any economic
consideration payable by SANOFI-SYNTHELABO.14.6.
    
    This IL-13 Agreement may not be cancelled by SANOFI-SYNTHELABO in application of Article
14.3 or by IDM in application of Article 14.4 as long as a SANOFI-SYNTHELABO IL-13 Development
Program is in effect.
 ARTICLE 15  ASSIGNMENT OF THE IL-13 AGREEMENT
 15.1.
    
    Assignment of the IL-13 Agreement by SANOFI-SYNTHELABOSANOFI-SYNTHELABO shall have the right to freely transfer the rights arising globally
from the IL-13 Patents, IL-13 Knowhow, this IL-13 Agreement, the Contributions
Agreement, the IL-13 License Agreement and the Amendment to the IL-13 License Agreement
(in any form whatsoever, and specifically in the form of assignment, contribution,
exchange, merger, etc.) and shall be released from any obligation under said agreements
as of the date of their transfer.In the event of the isolated transfer of these agreements, SANOFI-SYNTHELABO agrees to
advise IDM of such a transfer not less than fifteen (15) days prior to the date set for
such transfer, subject to any legal, regulation or contractual non-disclosure obligation
regarding this information that is incumbent upon SANOFI-SYNTHELABO.In the event of the transfer of this package as part of a transfer by SANOFI-SYNTHELABO
of all or part of its activities, SANOFI-SYNTHELABO agrees to advise IDM of such
transfer not less than fifteen (15) days prior to the date of such transfer, subject to
any legal, regulatory or contractual non-disclosure obligation regarding this
information that is incumbent upon SANOFI-SYNTHELABO.In both hypotheses contemplated above, the agreement implementing the transfer shall
expressly indicate that the beneficiary of the transfer shall be bound by all
obligations incumbent upon SANOFI-SYNTHELABO under the IL-13 Agreement, the
Contributions Agreement, the IL-13 License Agreement and the Amendment to the IL-13
License Agreement.In the event the above-referenced transfer is made to a SANOFI-SYNTHELABO Affiliate,
SANOFI-SYNTHELABO agrees (i) jointly with the Affiliate that the latter shall fulfill
the obligations incumbent upon the Affiliate under the IL-13 Agreement, the
Contributions Agreement, the
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IL-13 License Agreement and the Amendment to the IL-13 License Agreement and (ii) in the
event the transferee subsequently ceases to be one of its Affiliates, to cause the
rights and obligations to be re-transferred ahead of time to itself or to another
Affiliate.15.2.
    
    Assignment of the IL-13 Agreement by IDMIDM recognizes that its rights under this IL-13 Agreement, the Contributions Agreement,
the IL-13 License Agreement and the Amendment to the IL-13 License Agreement, are strictly
personal. On that basis, and subject to the provisions set forth below, IDM agrees not to
assign, transfer or convey its rights to anyone, whether directly or indirectly, in whole
or in part, against payment or free of charge, without prior written authorization from
SANOFI-SYNTHELABO. IDM further agrees not to confer to any Third Party any right of any
kind whatsoever on the Contributions.By way of exception to the above provisions, IDM may:
 (a)
    
    assign, transfer or transmit its rights and obligations arising from this
IL-13 Agreement, the Contributions Agreement, the IL-13 License Agreement and the
Amendment to the IL-13 License Agreement to any of its Affiliates, subject to the
following cumulative conditions: (i) that IDM agrees, in the event the transferee
were subsequently to cease to be an IDM Affiliate, to cause the rights and
obligations to be first re-transferred to IDM or to any other IDM Affiliate, (ii)
that IDM shall be the joint guarantor that this Affiliate shall respect these rights
and obligations and (iii) that IDM shall reiterate the commitments made to
SANOFI-SYNTHELABO in Article 4.1.2. of the IL-13 License Agreement or Article 4.1.3.
of the IL-13 License Agreement, in the event the assignment of IDMs rights were to
take place while BSA 1 and/or BSA 2 warrants cannot as yet be exercised.(b)
    
    transfer its rights and obligations under this IL-13 Agreement, the
Contributions Agreement, the IL-13 License Agreement and the Amendment to the IL-13
License Agreement following a takeover of IDM by another company or the dissolution
of IDM through a merger of capital assets and holdings pursuant to the provisions of
Article 1844-5 of the French Civil Code.(c)
    
    Transfer its rights and obligations under this IL-13 Agreement, the
Contributions Agreement, the IL-13 License Agreement and the Amendment to the IL-13
License Agreement as a result of the assignment or contribution of all its activities
to an entity other than an Affiliate.
 
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ARTICLE 16  DEFENSE OF THE IL-13 INTELLECTUAL PROPERTY
  (a)
    
    to defend in all circumstances the IL-13 Intellectual Property covered by this
Agreement, specifically by carrying out, both as plaintiff and as respondent, both in
France and abroad, all actions permissible under the law for the holder of the IL-13
Intellectual Property;(b)
    
    to inform IDM as soon as possible of all actions (in which it is the plaintiff or
the respondent), both current or planned, as well as of any threat in fact or by law to
the IL-13 Intellectual Property which it might have knowledge of and which could have a
significant effect on the exploitation of the IL-13 Intellectual Property;(c)
    
    not to create any obstacle in fact or by law to the potential intervention
of IDM in a given proceeding, provided that this intervention does not potentially harm significantly SANOFI-SYNTHELABOs interests.
    ARTICLE 17  CONFIDENTIALITY
 17.1.
    
    The confidentiality agreement executed on May 23, 1997 remains in effect as to all
provisions not contrary to the stipulations of this IL-13 Agreement and shall continue, by
express agreement of the Parties, to be incumbent upon them for the entire life of this
IL-13 Agreement and for a period of ten (10) years following its expiration.
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17.2.
    
    Absent any legal, regulatory or judicial constraint, each Party agrees not to disclose
this IL-13 Agreement and/or its annexes, to engage in any publicity and/or to issue any
press release as to the execution and the content of this IL-13 Agreement without prior
authorization of the other Party, which authorization may not be refused without just
cause. In no event may the provisions of this IL-13 Agreement be construed as prohibiting
IDM from providing information on the results relative to IL-13 Development Programs.
 ARTICLE 18  ANNEXES
   ARTICLE 19  SAFEGUARD CLAUSE
   ARTICLE 20  NOTICES
  ARTICLE 21  APPLICABLE LAW  DISPUTES
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ARTICLE 22  POWER OF ATTORNEY
  ARTICLE 23  NOTIFICATION OF THE IL-13 AGREEMENT  REGISTRATION
    IDM
    
    
    
    SANOFI-SYNTHELABO/s/ Jean-Loup Romet-Lemonne
    
    
    
    /s/ Jean-Claude LeroyBy:
    
    Jean-Loup Romet-Lemonne
    
    
    
    By:
    
    Jean-Claude LeroyPresident
    
    
    
    
    
    Senior Vice President, Strategy
and Business Development/s/ Bernard Brigonnet
    
    
    
    /s/ José FerrerBy:
    
    Bernard Brigonnet
    
    
    
    By:
    
    José FerrerManaging Director
    
    
    
    
    
    Director Legal Affairs Operations
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LIST OF ANNEXES
 ANNEX 1.10. :
    
    Detailed description of the IL-13 patentsANNEX 1.13. :
    
    List of IDM shareholders as at the 1999 signature dateANNEX 1.25. :
    
    IL-13 detailed description.ANNEX 1.35. :
    
    List of il-13 development programs in effect as of the execution date of the IL-13 agreement.ANNEX 6.2.2. :
    
    IL-13 License AgreementANNEX 6.3.2. :
    
    Amendment No. 1 to IL-13 License AgreementANNEX 7. :
    
    Exercise conditions forBSA1 and BSA 2 warrantsANNEX 10. :
    
    Reservations relative to the guarantees on the IL-13 intellectual property
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ANNEX 1.10 :
 Detailed description of ii-13 patents
   *
    

Confidential
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*
    

Confidential
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ANNEX 1.13. :
 list of idm shareholders as at the signature date of the 1999 agreement
           *
    

Confidential
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*
    

Confidential
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*
    

Confidential
Treatment Requested under 17 C.F.R. §§200.80(b)(4) and240.24b-2(b)(1)
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*
    

Confidential
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ANNEX 1.25. :
 IL-13 detailed description
   *
    

Confidential
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ANNEX 1.35. :
 List of IL-13 Development Programs in effect on the execution date of the IL-13
Agreement
 [...***...]
 [...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...]
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Confidential
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[...***...][...***...][...***...][...***...][...***...][...***...]
 [...***...]  [...***...]
 [...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...]
 *
    

Confidential
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[...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...]
 *
    

Confidential
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[...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...][...***...]
 *
    

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ANNEX 6.2.2 :
 IL-13 Intellectual Property License Agreement
 [Obsolete  replaced by the Amended and Restated IL-13 license agreement entered into on
August 12, 2005 following early exercise by Sanofi-Aventis of its BSA1 and BSA2 warrants]
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Annex 6.3.2.:
 Amendment 1 to the IL-13 Intellectual Property License Agreement
 [Obsolete  replaced by the Amended and Restated IL-13 license agreement entered into on
August 12, 2005 following early exercise by Sanofi-Aventis of its BSA1 and BSA2 warrants]
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Annex 7. :
 Terms and Conditions for the exercise of the BSA 1 and BSA 2 warrants
  37




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Annex 10 :
 Reservations relative to the guarantees on the IL-13 Intellectual Property
     
 *
    

Confidential
Treatment Requested under 17 C.F.R. §§200.80(b)(4) and240.24b-2(b)(1)
 38