Exhibit 10.1


    Exhibit
      10.1

     

    Execution
      Copy

     

    

      AMENDMENT
        NO. 1 TO
        THE 

      COLLABORATION
        AND
        LICENSE AGREEMENT

      


      This
        Amendment No. 1 to
        the Collaboration and License Agreement (this “Amendment”) is dated as of August
        31, 2006 (the “Amendment Effective Date”) by and between ImmunoGen, Inc., a
        Massachusetts corporation with a principal office at 128 Sidney Street,
        Cambridge, Massachusetts 02139 (“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”).

      


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

      


      “1.20 “Collaboration
        Product”
        means any product, other than a Licensed Product, containing a Program
        Antibody.”

      


      b) A
        new Section 2.14 is
        hereby added to the Agreement which shall provide as follows:

      


      “2.14 Collaboration
        Portfolio.
        For purposes of clarity
        (a) Schedule
        2.14
        attached hereto lists all Antibody Targets, Program Targets, Program Targets
        with Program Antibodies and Program Targets with Lead Antibodies that are
        part
        of the Research Program as of the Amendment Effective Date. The Joint Research
        Committee shall update and amend, as appropriate, the then current Schedule
        2.14
        as
        necessary during each Contract Year and on the expiration of the Research
        Program Term in order to list all Antibody Targets, Program Targets, Program
        Targets with Program Antibodies, Program Targets with Lead Antibody and Program
        Targets with Lead Antibody in

    

     

     

    
      
        

          Portions
            of this
            Exhibit were omitted 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.

        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Development
      at that point
      in time. In addition to those Program Targets for which Program Antibodies
      have
      already been generated, it is anticipated that Program Antibodies shall have
      been generated prior to the expiration of the Research Program Term, for [***],
      [***] and [***].”

     

    (c) Section
      2.8.1 of the
      Agreement is hereby amended by adding the following sentence at the end of
      such
      provision:

    


    “Notwithstanding
      the
      foregoing, the Parties hereby agree that during the period commencing on the
      Amendment Effective Date and continuing until the expiration of the Research
      Program Term, (a) neither Party shall have the obligation under this Agreement
      to identify or provide Targets for use in the Research Program and the Parties
      will focus on progressing the Targets and Antibodies listed in Schedule 2.14
      as
      more specifically described in the Research Plan for the remainder of the
      Research Program Term and (b) Aventis shall have the right to identify and
      provide new Targets for use in the Research Program pursuant to Section 2.8.2
      below only to the extent that (i) the estimated number of FTEs to be provided
      by
      ImmunoGen under Section 2.5.1 for a particular Calendar Quarter is estimated
      to
      fall short of the number of FTEs set forth in the Annual Research Plan for
      such
      Calendar Quarter and (ii) ImmunoGen is not engaged in its own program outside
      of
      the collaboration on any such new Targets. Further, all Targets identified
      pursuant to the [***] [***] [***] [***] with [***] [***] [***], including any
      [***] [***] [***] [***] [***] during the Research Program Term, related to
      development of murine monoclonal antibodies that selectively recognize novel
      antigens in human tissues, shall be provided for use in the Research Program
      and
      shall be designated Program Targets pursuant to Section 2.8.2
      below.”

     

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

     

    “7.1.2
Development
      Licenses.
      With respect to all Program Targets for which Program Antibodies have been
      developed prior to the expiration of the Research Program Term, ImmunoGen hereby
      grants to Aventis and its Affiliates, subject to Section 7.1.8 below, an
      exclusive (even as to ImmunoGen and its Affiliates), worldwide, royalty-free
      license, with the right to grant sublicenses to Approved Subcontractors, under
      ImmunoGen Intellectual Property, to Develop Products.”

     

    (e) Section
      7.5.2 of the
      Agreement is hereby deleted in its entirety. 

    


     

    2. Miscellaneous. The
      Parties acknowledge
      that in connection with the internal restructuring of the sanofi-aventis Group
      in the United States, certain assets and liabilities of Aventis, including
      its
      rights and obligations under the Agreement, were contributed to,
      and

     

    
      
        2

      

      
        
          Portions
            of this
            Exhibit were omitted 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.

        

        
          

        

      

      
        
        

      

    

     

    

      assumed
        by, sanofi-aventis
        U.S. LLC, a limited liability company of which Aventis is a member. 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
        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.

      


      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: 	 	 	 By:	 
	 Name:	 	 	 Name:	 
	 Title:	 	 	 Title:	 
	 	                                 	 	 	 
	 	 	 	 	 
	 	 	 	 By:	 
	 	 	 	 Name:	 
	 	 	 	 Title:	 
	 	 	 	 	 


      

       

       

      
        
          
            3

          

        

        
          
            Portions
              of this
              Exhibit were omitted 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.

          

          
            

          

        

        
          
          

        

      

    

    Schedule
      2.14

    
      


      [COLLABORATION
        PORTFOLIO AS OF AMENDMENT EFFECTIVE DATE

      


      


      
        	
                Antibody
                  Targets

              	
                Program
                  Target 

              	
                Program
                  Targets

                with
                  Program
                  

                Antibodies

              	
                Program
                  Targets 

                with
                  Lead
                  Antibody

              	
                Program
                  Targets 

                with
                  Lead
                  Antibody in Development

              
	
                [***]
                  [***]

              	
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                [***]

              	
                CD
                  33 (AVE9633)

              
	
                [***]

              	
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                [***]

              	
                [***]

              	
                CD
                  19 (SAR3419)

              
	
                [***]

              	
                [***]

              	
                [***]

              	 	
                IGF-1R
                  (AVE1642)

              
	
                [***]

              	 	
                [***]

              	 	 
	
                [***]

              	 	
                [***]

              	 	 
	
                [***]

              	 	
                [***]

              	 	 
	 	 	
                [***]

              	 	 
	 	 	
                [***]

              	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      

      


      
        
          4

        

        
          
            Portions
              of this
              Exhibit were omitted 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.