Exhibit 10.2


                                                                                           Exhibit
      10.2

     

    Execution
      Copy

     

    

       

       

       

      COLLABORATIVE
        DEVELOPMENT AND LICENSE AGREEMENT

      


      by
        and
        between

       

      IMMUNOGEN,
        INC.

       

      and

       

      BIOTEST
        AG

       

      July
        7,
        2006

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        
          
            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.

          

        

        
          
          

          
            

          

        

        
          
          

        

      

    


     

    TABLE
      OF
      CONTENTS

     

    


    


    
      	
              1.

            	
              DEFINITIONS

            	 	 	
              1

            
	
              2.

            	
              ADMINISTRATION
                OF
                THE COLLABORATION

            	 	
              21

            
	 	
              2.1

            	
              Joint
                Steering
                Committee

            	 	 	
              21

            
	 	
              2.2

            	
              Joint
                Development
                Committee

            	 	 	
              23

            
	 	
              2.3

            	
              Alliance
                Managers

            	 	 	
              26

            
	 	
              2.4

            	
              Joint
                Finance
                Committee

            	 	 	
              26

            
	 	
              2.5

            	
              Joint
                Marketing
                Committee

            	 	 	
              28

            
	 	 	 	 	 	 
	
              3.

            	
              RESEARCH
                PROGRAM

            	 	
              29

            
	 	
              3.1

            	
              Objectives
                of the
                Research Program

            	 	 	
              29

            
	 	
              3.2

            	
              Research
                Plan

            	 	 	
              29

            
	 	
              3.3

            	
              Conduct
                of Research
                Program

            	 	 	
              30

            
	 	
              3.4

            	
              Diligence

            	 	 	
              30

            
	 	
              3.5

            	
              Compliance

            	 	 	
              31

            
	 	
              3.6

            	
              Records

            	 	 	
              31

            
	 	
              3.7

            	
              Reports

            	 	 	
              32

            
	 	
              3.8

            	
              Supply
                of
                Proprietary Materials

            	 	 	
              32

            
	 	 	 	 	 	 
	
              4.

            	
              DEVELOPMENT
                AND
                COMMERCIALIZATION

            	 	
              32

            
	 	
              4.1

            	
              Responsibility;
                Preparation
                of
                Plans

            	 	 	
              32

            
	 	
              4.2

            	
              Biotest
                Products

            	 	 	
              33

            
	 	
              4.3

            	
              Commercialization
                Diligence

            	 	 	
              34

            
	 	
              4.4

            	
              Compliance

            	 	 	
              34

            
	 	
              4.5

            	
              Information;
                Updates

            	 	 	
              35

            
	 	
              4.6

            	
              Recalls

            	 	 	
              39

            
	 	 	 	 	 	 
	
              5.

            	
              CO-DEVELOPMENT
                OPTION; CO-PROMOTION OPTION

            	 	
              39

            
	 	
              5.1

            	
              Co-Development
                Option

            	 	 	
              39

            
	 	
              5.2

            	
              Reconciliation
                and
                Auditing of Co-Development Costs

            	 	 	
              44

            
	 	
              5.3

            	
              Compliance

            	 	 	
              45

            
	 	
              5.4

            	
              Commercialization
                Diligence

            	 	 	
              45

            
	 	
              5.5

            	
              Co-Promotion
                Rights

            	 	 	
              45

            
	 	
              5.6

            	
              Co-Development
                Marketing and Sales Plan

            	 	 	
              46

            
	 	
              5.7

            	
              Change
                in
                Co-Promotion Percentage

            	 	 	
              48

            
	 	
              5.8

            	
              Labeling

            	 	 	
              48

            
	 	 	 	 	 	 
	
              6.

            	
              CONSIDERATION
                AND
                FUNDING

            	 	
              48

            
	 	
              6.1

            	
              Upfront
                Fee

            	 	 	
              48

            
	 	
              6.2

            	
              R&D
                Funding

            	 	 	
              49

            
	 	
              6.3

            	
              Milestone
                Payments

            	 	 	
              49

            
	 	
              6.4

            	
              Payment
                of
                Royalties; Royalty Rates; Payment of Net Income; Accounting and
                Records

            	 	 	
              51

            
	 	 	 	 	 	 
	
              7.

            	
              TREATMENT
                OF
                CONFIDENTIAL INFORMATION; PUBLICITY; NON-SOLICITATION

            	 	
              54

            
	 	
              7.1

            	
              Confidentiality

            	 	 	
              54

            
	 	
              7.2

            	
              Publicity

            	 	 	
              55

            
	 	
              7.3

            	
              Publications
                and
                Presentations

            	 	 	
              56

            
	 	 	 	 	 	 
	
              8.

            	
              LICENSE
                GRANTS;
                EXCLUSIVITY

            	 	
              57

            
	 	
              8.1

            	
              Research
                Licenses

            	 	 	
              57

            
	 	
              8.2

            	
              Development
                and
                Commercialization Licenses

            	 	 	
              57

            
	 	
              8.3

            	
              Right
                to
                Sublicense

            	 	 	
              58

            
	 	
              8.4

            	
              No
                Other
                Rights

            	 	 	
              59

            
	 	
              8.5

            	
              Restricted
                Activities
                of
                ImmunoGen

            	 	 	
              59

            
	 	 	 	 	 	 
	
              9.

            	
              INTELLECTUAL
                PROPERTY RIGHTS

            	 	
              59

            
	 	
              9.1

            	
              Disclosure
                of
                Inventions

            	 	 	
              59

            
	 	
              9.2

            	
              Patent
                Coordinators

            	 	 	
              60

            
	 	
              9.3

            	
              Inventorship

            	 	 	
              60

            
	 	 	 	 	 	 
	
              10.

            	
              FILING,
                PROSECUTION
                AND MAINTENANCE OF PATENT RIGHTS

            	 	
              60

            
	 	
              10.1

            	
              Patent
                Filing,
                Prosecution and Maintenance

            	 	 	
              60

            
	 	
              10.2

            	
              Legal
                Actions

            	 	 	
              62

            
	 	
              10.3

            	
              Trademark
                Prosecution

            	 	 	
              65

            
	 	
              10.4

            	
              Orange
                Book
                Listing

            	 	 	
              65

            
	 	 	 	 	 	 
	
              11.

            	
              TERM
                AND
                TERMINATION

            	 	
              65

            
	 	
              11.1

            	
              Term

            	 	 	
              65

            
	 	
              11.2

            	
              Termination

            	 	 	
              66

            
	 	
              11.3

            	
              Consequences
                of
                Termination of Agreement

            	 	 	
              67

            
	 	
              11.4

            	
              Surviving
                Provisions

            	 	 	
              70

            
	 	 	 	 	 	 
	
              12.

            	
              REPRESENTATIONS
                AND
                WARRANTIES

            	 	
              71

            
	 	
              12.1

            	
              Mutual
                Representations and Warranties

            	 	 	
              71

            
	 	
              12.2

            	
              Additional
                Representations of ImmunoGen

            	 	 	
              71

            
	 	 	 	 	 	 
	
              13.

            	
              INDEMNIFICATION

            	 	
              72

            
	 	
              13.1

            	
              Indemnification
                of
                Biotest by ImmunoGen

            	 	 	
              72

            
	 	
              13.2

            	
              Indemnification
                of
                ImmunoGen by Biotest

            	 	 	
              72

            
	 	
              13.3

            	
              Conditions
                to
                Indemnification

            	 	 	
              73

            
	 	
              13.4

            	
              Warranty
                Disclaimer

            	 	 	
              73

            
	 	
              13.5

            	
              No
                Warranty of
                Success

            	 	 	
              73

            
	 	
              13.6

            	
              Limited
                Liability

            	 	 	
              73

            
	 	
              13.7

            	
              Insurance

            	 	 	
              73

            
	 	 	 	 	 	 
	
              14.

            	
              MISCELLANEOUS

            	 	
              74

            
	 	
              14.1

            	
              Arbitration

            	 	 	
              74

            
	 	
              14.2

            	
              Notices

            	 	 	
              75

            
	 	
              14.3

            	
              Governing
                Law

            	 	 	
              75

            
	 	
              14.4

            	
              Binding
                Effect

            	 	 	
              75

            
	 	
              14.5

            	
              Headings

            	 	 	
              75

            
	 	
              14.6

            	
              Counterparts

            	 	 	
              76

            
	 	
              14.7

            	
              Amendment;
                Waiver

            	 	 	
              76

            
	 	
              14.8

            	
              No
                Third Party
                Beneficiaries

            	 	 	
              76

            
	 	
              14.9

            	
              Purposes
                and
                Scope

            	 	 	
              76

            
	 	
              14.10

            	
              Assignment
                and
                Successors

            	 	 	
              76

            
	 	
              14.11

            	
              Force
                Majeure

            	 	 	
              76

            
	 	
              14.12

            	
              Interpretation

            	 	 	
              76

            
	 	
              14.13

            	
              Integration;
                Severability

            	 	 	
              77

            
	 	
              14.14

            	
              Further
                Assurances

            	 	 	
              77

            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


    

    List
      of
      Schedules

    


    Schedule
      1 Calculation
      of Net Income

    Schedule
      2 Licensed
      Patent Rights

    Schedule
      3 Material
      Terms to be Included in Supply Agreement

    


    


    


    



    
      
        
          ii

          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.

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    COLLABORATIVE
      DEVELOPMENT AND LICENSE AGREEMENT

     

    This
      COLLABORATIVE DEVELOPMENT AND LICENSE AGREEMENT (this “Agreement”) is entered
      into as of July 7, 2006 (the “Effective Date”), by and between ImmunoGen, Inc.,
      a Massachusetts corporation with its principal place of business at 128 Sidney
      Street, Cambridge, Massachusetts, USA 02139 (“ImmunoGen”) and Biotest AG, a
      corporation organized under the laws of Germany having an address of
      Landsteinerstraße 5, D-63303 Dreieich, Germany (“Biotest”). Each of Biotest and
      ImmunoGen is sometimes referred to individually herein as a “Party” and
      collectively as the “Parties.”

    


    WHEREAS,
      Biotest Controls certain Technology and/or Proprietary Materials related to
      its
      proprietary [***] Antibodies (as defined below); and

    


    WHEREAS,
      ImmunoGen Controls certain Technology and/or Proprietary Materials related
      to or
      otherwise useful in the conjugation of maytansine derivatives to binding
      proteins; and 

     

    WHEREAS,
      ImmunoGen and Biotest desire to enter into a collaboration for the purpose
      of
      Developing and Commercializing Licensed Products derived from the conjugation
      of
      Biotest’s proprietary [***] Antibodies with ImmunoGen’s maytansine
      derivatives.

    


    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.  DEFINITIONS

     

    Whenever
      used in this Agreement with an initial capital letter, the terms defined in
      this
      Section 1 shall have the meanings specified.

     

    1.1  “Adverse
      Event”
      means any
      untoward medical occurrence in a human clinical trial subject or in a patient
      who is administered a Licensed Product, whether or not having a causal
      relationship with such Licensed Product, including, without limitation, any
      unfavorable and unintended sign (including for example, any abnormal laboratory
      findings of clinical concern), symptom or disease temporarily associated with
      the use of such Licensed Product.

     

    1.2  “Affiliate”
      means,
      with respect to any Party, any Person that, directly or through one or more
      Affiliates, controls, or is controlled by, or is under common control with,
      such
      Party. For purposes of this definition, “control” means (a) ownership of more
      than fifty percent (50%) of the shares of stock entitled to vote for the
      election of directors, in the case of a corporation, or more than fifty percent
      (50%) of the equity interests in the case of any other type of legal entity,
      (b)
      status as a general partner in any partnership, or (c) any other arrangement
      whereby a Person controls or has the right to control the Board of Directors
      or
      equivalent governing body of a corporation or other entity. 

     

    1.3  “Annual
      Net Sales”
      means the
      aggregate Net Sales during a particular Calendar Year.

     


    
      
         

        
        

      

      
        1

          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.

        

        
          

        

      

      
        
        

      

    


    1.4 “Antibody”
      means a
      composition comprising a whole antibody or fragment thereof (whether polyclonal
      or monoclonal, human, humanized, chimeric or murine, or derived from another
      relevant species, multiple or single chain, recombinant, transgenic animal
      derived or naturally occurring, and any constructs thereof) or having been
      derived from nucleotide sequences encoding, or amino acid sequences of, such
      antibody or fragment.

     

    1.5 “Anti-[***]
      Antibody”
      means
      any
      Antibody (including without limitation the BT-062 Antibody) that is Controlled
      by Biotest and that targets the [***] Antigen.

     

    1.6 “Anti-[***]
      Antibody-MAY Conjugate”
      means
      any
      conjugate of an Anti-[***] Antibody with a MAY Compound.

     

    1.7 “Applicable
      Laws”
      means all
      Federal, state, local, national and supra-national laws, statutes, rules and
      regulations, including any rules, regulations, guidelines or requirements of
      Regulatory Authorities, national securities exchanges or securities listing
      organizations that may be in effect from time to time during the Term and
      applicable to a particular activity hereunder.

     

    1.8 “Audited
      Party”
      means the
      Party that is the subject of an audit by the other Party under Sections 5.1.4,
      5.2.2, 6.2.1 or 6.4.3.

     

    1.9 “Auditing
      Party”
      means the
      Party that is conducting an audit of the other Party under Sections 5.1.4,
      5.2.2, 6.2.1 or 6.4.3.

     

    
      1.10 “Biotest
        Background Technology” means any Technology used
        by Biotest, or provided by Biotest for use, in the Research Program and/or
        the
        Development of Licensed Products that is useful in the Field and that is
        (a)
        Controlled by Biotest as of the Effective Date or (b) developed or conceived
        or
        first reduced to practice by employees of, or consultants to, Biotest after
        the
        Effective Date in the conduct of activities outside the Research Program
        and/or
        the Development of Licensed Products and without the use in any respect of
        any
        ImmunoGen Technology or ImmunoGen Materials or any Program Inventions. For
        purposes of clarity, Biotest Background Technology shall include, without
        limitation, any know-how and/or Confidential Information and/or intellectual
        property relating to Biotest's BT-062 Antibody.

    

     

    1.11 “Biotest
      Co-Promotion Percentage” means fifty percent (50%)
      of the Annual Net Income.

     

    1.12 “Biotest
      Decision”
      means
      the
      following decisions which, in the event of deadlock, will be decided by a
      Biotest member of the JSC: (a) with respect to each Licensed Product that is
      not
      a Co-Developed Product, the determination of the indication(s), other than
      as
      defined in the initial Development Plan, for which such Licensed Product shall
      be used, and (b) all decisions with respect to the Development and
      Commercialization of Co-Developed Products outside the Co-Development
      Territory. 

     

    1.13 “Biotest
      Materials”
      means any
      Proprietary Materials Controlled by Biotest and used by Biotest, or provided
      by
      Biotest for use, in the Research Program and/or the Development of Licensed
      Products. For purposes of clarity, Biotest Material shall include, without
      limitation, the BT-062 Antibody.

     


    
      
         

        
        

      

      
        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.

        

        
          

        

      

      
        
        

      

    


    1.14 “Biotest
      Patent Rights”
      means any
      Patent Rights containing one or more claims that cover Biotest Technology.
      For
      purposes of clarity, Biotest Patent Rights include Biotest’s fifty percent (50%)
      interest in the [***] Conjugate Patent Rights.

     

    1.15 “Biotest
      Product”
      means any Licensed
      Product that is not a Co-Developed Product.

     

    1.16 “Biotest
      Program Technology”
      means any
      Program Invention conceived or first reduced to practice by employees of, or
      consultants to, Biotest, alone or jointly with Third Parties, without the use
      in
      any respect of any ImmunoGen Technology, ImmunoGen Materials or Joint
      Technology.

     

    1.17 “Biotest
      Technology”
      means,
      collectively, Biotest Background Technology and Biotest Program
      Technology.

     

    1.18 “Biotest
      Territory”
      means all
      countries of the world other than the Co-Development Territory.

     

    1.19 “BT-062
      Antibody”
      means the chimeric
      Antibody targeting the [***] Antigen Controlled by Biotest.

     

    1.20 “Calendar
      Quarter”
      means the
      period beginning on the Effective Date and ending on the last day of the
      calendar quarter in which the Effective Date falls, and thereafter each
      successive period of three (3) consecutive calendar months ending on March
      31,
      June 30, September 30 or December 31. 

     

    1.21 “Calendar
      Year”
      means
      each successive period of twelve (12) months commencing on January 1 and ending
      on December 31.

     

    1.22 “[***]
      Antigen”
      means the
      transmembrane [***] [***] [***] [***] antigen (aka [***]), having the Swiss-Prot
      primary accession number [***]. 

     

    1.23 “[***]
      Conjugate Patent Rights”
      means the
      Patent Rights that
      relate to United States Patent Application [***] entitled [***].

     

    1.24 “Clinical
      Materials” shall
      mean
      any MAY Compound or Licensed Product supplied by ImmunoGen to Biotest pursuant
      to Section 4.5.2(b)(iii) and/or the terms of a Supply Agreement for any use,
      including for use in any Clinical Trials other than Pivotal Clinical Trials.
      For
      the purpose of clarity, Clinical Material shall not comprise unconjugated
      Antibody.

     

    1.25 “Clinical
      Trial Notification” or “CTN”
      means the
      notification submitted to the Japanese Ministry of Health, Labor and Welfare
      prior to the Initiation of a Clinical Trial in Japan.

     

    1.26 “Co-Developed
      Product”
      means any
      Licensed Product with respect to which ImmunoGen has exercised a Co-Development
      Option as described in Section 5.1.1. For purposes of clarity, Co-Developed
      Products include Early Stage Co-Developed Products and Late Stage Co-Developed
      Products.

     


    
      
         

        
        

      

      
        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.

        

        
          

        

      

      
        
        

      

    


    1.27 “Co-Development
      Costs”
      means the
      reasonable Out-of-Pocket Costs and internal costs incurred by a Party (or for
      its account by an Affiliate or a Third Party) on and after the exercise by
      ImmunoGen of the applicable Co-Development Option that are generally consistent
      with the respective activities
      allocated to such Party in the Co-Development Plan and/or Co-Development
      Marketing and Sales Plan and, in any case, are specifically attributable to
      the
      Development of
      a
      Co-Developed Product in the Co-Development Territory. For purposes of this
      definition (a) Out-of-Pocket Costs relate
      to
      the costs
      attributable to specific external Development
      activities, and/or Commercialization related to pre-commercial marketing
      activities, applicable to a Co-Developed Product, including, without limitation
      (i) all filing fees required for, and other costs associated with, any
      Regulatory Filings and Drug Approval Applications and (ii) all Third Party
      Required Payments; (b) internal costs means all direct labor costs to the extent
      attributable to the Development of a Co-Developed Product in accordance with
      the
      Co-Development Plan and/or Co-Development Marketing and Sales Plan, including,
      without limitation, any employees of a Party that perform project management
      and
      other activities attributable to such Development, all as calculated on the
      basis of an annual rate equal to the Party’s
      specific
      FTE Rate; and (c) the reasonable Out-of-Pocket Costs and internal costs of
      manufacturing or obtaining Co-Developed Products in final dosage form for use
      in
      the activities in clause (a) shall be included in the definition of
      Co-Development Costs. For the avoidance of doubt, Co-Development Costs (a)
      shall
      include the costs incurred by either Party in conducting clinical trials with
      respect to a Co-Developed Product, other than costs incurred with respect to
      Shared Clinical Trials as defined in 1.128(b), which shall be allocated between
      the Parties in accordance with Section 5.1.4 and Pivotal MAY Compound Process
      Development Costs, which shall be paid by Biotest in accordance with Section
      5.1.5; and (b) shall not include (i) milestone payments made by Biotest to
      ImmunoGen pursuant to Section 6.3.1, and (ii) any Co-Development Option Exercise
      Fee to be paid by ImmunoGen pursuant to Section 5.1.1.  

     

    1.28 “Co-Development
      Manufacturing Plan”
      means,
      with respect to each Co-Developed Product, the written plan for the manufacture
      of such Co-Developed Product in the Co-Development Territory prepared by the
      JDC
      which shall include, without limitation, expected manufacturing scale-up,
      formulation and filling activities to be conducted by each Party, as well as
      a
      budget and proposed timelines for such activities, as such plan may be amended
      or updated. 

     

    1.29 “Co-Development
      Marketing and Sales Plan”
      means,
      with respect to each Co-Developed Product, the written plan for the
      Commercialization of such Co-Developed Product in the Co-Development Territory
      prepared by the JMC which shall include, without limitation, (a) a regulatory
      and Commercialization strategy with proposed timelines and sales forecasts
      that
      are, in each case, applicable to such Co-Developed Product and (b) a
      co-promotion plan which shall describe the Co-Promotion activities to be
      conducted by each Party in the Co-Development Territory, a budget and proposed
      timelines, as such plan may be amended or updated.

     

    1.30 “Co-Development
      Option Exercise Dates”
      means,
      collectively, the Early Stage Option Commencement Date and the Late Stage Option
      Commencement Date.

     

    1.31 “Co-Development
      Plan”
      means,
      with respect to each Co-Developed Product, the written plan describing the
      joint
      Development activities to be carried out by both Parties over each Contract
      Year
      commencing with the date of exercise of the Co-Development Option
      in

     


    
      
         

        
        

      

      
        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.

        

        
          

        

      

      
        
        

      

    

     

    accordance
      with
      Section 5.1.1 for each Co-Developed Product, broken down by Calendar Quarters,
      and which shall contain, inter alia,
      (a) the
      specific Development objectives, projected milestones, resource allocation
      requirements and activities to be performed over such period; (b) the Party
      responsible for such activities; (c) a timeline for such activities; (d) an
      estimate of the expected Co-Development Costs to be incurred over such period;
      (e) the expected Regulatory Filings to be required and prepared, and the
      expected timetable to budget for making such Regulatory Filings; (f) the
      manufacturing strategy, budget and proposed timelines for manufacturing
      scale-up, formulation, filling and/or shipping for each such Licensed Product,
      MAY Compound and Linker; and (g) a Co-Development clinical development plan.
      The
      Co-Development Plan shall be set forth in a written document jointly prepared
      by
      the Parties and approved by the JDC. Each amendment and/or update to the
      Co-Development Plan shall be set forth in a written document prepared by the
      Parties and approved by the JDC, shall specifically state that it is an
      amendment, modification or update to the Co-Development Plan and shall be
      attached to the minutes of the meeting of the JDC at which such amendment,
      modification or updated is approved by the JDC. Without limiting the nature
      or
      frequency of any other amendments or updates of the Co-Development Plan that
      may
      be approved by the JDC, the Co-Development Plan shall be updated at
      least
      once prior to the end of each Contract Year to describe the Co-Development
      activities to be carried out by each Party during the next Contract Year
      pursuant to this Agreement.

     

    1.32 “Co-Development
      Territory”
      means,
      with respect to each Co-Developed Product, the United States of America and
      its
      territories and possessions.

     

    1.33 “Collaboration”
      means the
      association of ImmunoGen and Biotest established pursuant to this Agreement
      for
      the purpose of Developing and Commercializing Licensed Products in the Field
      in
      the Territory.

     

    1.34 “Combination
      Product”
means
      any Biotest Product that contains both a pharmaceutically active agent or
      ingredient that constitutes a Biotest Product and one or more other
      pharmaceutically active agents or ingredients that do not constitute a Biotest
      Product.

     

    1.35 “Commercialization”
      or
“Commercialize”
      means any
      and all activities directed to the commercialization of a Licensed Product,
      including but not limited to, pre-launch and post-launch marketing,
      manufacturing for commercial sale, promoting, Detailing, distributing, offering
      to sell, having sold, selling, importing, having imported, exporting and having
      exported a Licensed Product for sale, conducting additional post-approval human
      clinical studies in the approved indication (but not pre-clinical studies)
      and
      interacting with Regulatory Authorities regarding the foregoing. When used
      as a
      verb, “Commercializing” means to engage in Commercialization and
“Commercialized” has a corresponding meaning. 

     

    1.36 “Commercialization
      Regulatory Approval”
      means,
      with respect to any Licensed Product, (a) an NDA or (b) the equivalent of an
      NDA
      required by Applicable Laws in any country or region in the Territory outside
      of
      the United States to sell such Licensed Product for use in the Field in such
      country or region.

     

    1.37 “Commercially
      Reasonable Efforts”
      means
      with
      respect to the Development and Commercialization of a particular Licensed
      Product and/or Co-Developed Product by

     


    
      
        
        

      

      
        5

          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.

        

        
          

        

      

      
        
        

      

    

     

    Biotest
      and/or ImmunoGen, as applicable, the efforts and resources (i) as provided
      by
      this Agreement, including, without limitation, the Research Plan, the
      Development Plan, the Manufacturing Plan, the Co-Development Marketing and
      Sales
      Plan and the Co-Development Manufacturing Plan, and (ii) typically used by
      the
      respective Party in the development of its other product candidates or the
      commercialization of its other products, which are of similar commercial
      potential and at a similar stage in their development or product life, as
      applicable, taking into account the competitiveness of the applicable
      marketplace, the regulatory structure involved, the profitability of the
      applicable products, the scientific, technical, development and regulatory
      requirements, obstacles and risks, and other similar factors. For the avoidance
      of doubt, for the purpose of determining Commercially Reasonable Efforts for
      a
      particular Licensed Product and/or Co-Developed Product, the fact that a Party
      is entitled to a greater share of profits with respect to a product other than
      a
      Licensed Product compared to the profit share to which it is entitled according
      to this Agreement with respect to such Licensed Product and/or Co-Developed
      Product shall not be taken into account. 

     

    1.38 “Completion”
      means,
      with respect to a clinical trial, the date on which all material data reasonably
      expected to be derived therefrom has been generated and the study report with
      respect thereto has been finalized and received by ImmunoGen.

     

    1.39 “Confidential
      Information”
      means (a)
      with respect to ImmunoGen, all tangible embodiments of ImmunoGen Technology,
      (b)
      with respect to Biotest, all tangible embodiments of Biotest Technology and
      (c)
      with respect to each Party, (i) all tangible embodiments of Joint Technology
      and
      (ii) all information, Technology and Proprietary Materials disclosed or provided
      by or on behalf of such Party (the “disclosing Party”) pursuant to this
      Agreement or the Existing Agreements to the other Party (the “receiving Party”)
      or to any of the receiving Party’s employees, consultants, Affiliates or
      sublicensees; provided that none of the foregoing shall be Confidential
      Information if: (A) as of the date of disclosure, it is known to the receiving
      Party or its Affiliates, as demonstrated by credible written documentation,
      other than by virtue of a prior confidential disclosure to such receiving Party
      or its Affiliates; (B) as of the date of disclosure it is in the public domain,
      or it subsequently enters the public domain through no fault, in relation to
      the
      disclosing Party, of the receiving Party or its Affiliates; (C) it is obtained
      by the receiving Party from a Third Party having a lawful right to make such
      disclosure free from any obligation of confidentiality to the disclosing Party;
      or (D) it is independently developed by or for the receiving Party without
      reference to or use of any Confidential Information of the disclosing Party
      as
      demonstrated by credible written documentation. For purposes of clarity, (i)
      any
      scientific, technical or financial information of a disclosing Party disclosed
      at any meeting of any of the committees or teams established pursuant to the
      Agreement or disclosed through an audit report prepared pursuant to this
      Agreement shall constitute Confidential Information of the disclosing Party
      and
      (ii) the terms of this Agreement shall constitute Confidential Information
      of
      each Party.

     

    1.40 “Contract
      Quarter”
      means
      (a)
      the period beginning on the Effective Date and ending on the last day of the
      third full calendar month after the Effective Date and (b) each succeeding
      three
      (3) month period thereafter.

     


    
      
        
        

      

      
        6

          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.

        

        
          

        

      

      
        
        

      

    


    1.41 “Contract
      Year”
      means (a)
      with respect to the first Contract Year, the period beginning on the Effective
      Date and ending on December 31, 2006 and (b) with respect to the second and
      each
      subsequent Contract Year, the Calendar Year.

     

    1.42 “Control”
      or “Controlled”
      means
      (a)
      with respect to Technology (other than Proprietary Materials) or Patent Rights,
      the possession by a Party of the right to grant a license or sublicense to
      such
      Technology or Patent Rights as provided herein without the payment of additional
      consideration to, and without violating the terms of any agreement or
      arrangement with, any Third Party and (b) with respect to Proprietary Materials,
      the possession by a Party of the right to supply such Proprietary Materials
      to
      the other Party as provided herein without the payment of additional
      consideration to, and without violating the terms of any agreement or
      arrangement with, any Third Party.

     

    1.43 “Co-Promotion”
      or
      “Co-Promote”
      means
      the
      employment by the Parties of sales representatives to jointly Detail a
      Co-Developed Product in the Co-Development Territory under the same Licensed
      Product Trademark and brand using the same Advertising, a coordinated
      Co-Development Marketing and Sales Plan and an integrated sales force consisting
      of Representatives of both Biotest and ImmunoGen. 

     

    1.44 “Co-Promotion
      Percentage”
      means,
      collectively, the Biotest Co-Promotion Percentage and the ImmunoGen Co-Promotion
      Percentage.

     

    1.45 “Dedicated
      Equipment”
shall
      mean any equipment, instrument or machinery used by ImmunoGen exclusively in
      the
      manufacturing of Preclinical Materials or Clinical Materials.

     

    1.46 “Derived”
      means
      obtained, developed, created, synthesized, designed, derived or resulting from,
      based upon, containing, incorporating or otherwise generated from (whether
      directly or indirectly, or in whole or in part).

     

    1.47 “Designated
      Senior Officer”
      means,
      with respect to a Party, the senior officer designated by such Party to have
      final decision-making authority over Disputed Matters which, absent unusual
      circumstances, shall be the President or Chief Executive Officer of such
      Party.

     

    1.48 “Detail”
      means,
      with respect to a Co-Developed Product, an interactive, live, face-to-face
      contact of a Representative within the Co-Development Territory with a medical
      professional with prescribing authority or other individuals or entities that
      have a significant impact or influence on prescribing decisions, in an effort
      to
      increase physician prescribing preferences of such Co-Developed Product for
      its
      approved uses within the Co-Development Territory, which shall involve (a) a
      primary product presentation (i.e., a Detail in which the Co-Developed Product
      is given an important emphasis) or (b) a secondary product presentation (i.e.,
      a
      non-primary product presentation; provided, however, the emphasis is not less
      than that placed upon other products presented), in each case as measured by
      generally accepted industry standards. When used as a verb, “Detailing” means
      performing Details. When used as an adjective, “Detailing” means of or related
      to performing Details.

     

    1.49 “Development”
      or
“Develop”
      means,
      with respect to each Licensed Product, all non-clinical and clinical activities
      required to obtain Regulatory Approval of such Licensed

     


    
      
        
        

      

      
        7

          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.

        

        
          

        

      

      
        
        

      

    

     

    Product
      in
      accordance with this Agreement on and after the Effective Date and up to the
      obtaining of Commercialization Regulatory Approval of such Licensed Product.
      For
      purposes of clarity, these activities include, without limitation, the
      determination of the indication(s) for which each Licensed Product shall be
      used, test method development and stability testing, regulatory toxicology
      and
      pharmacology, formulation, process development, manufacturing, manufacturing
      scale-up, development-stage manufacturing, statistical analysis and report
      writing, and clinical trial design and operations. When used as a verb,
“Developing” means to engage in Development and “Developed” has a corresponding
      meaning. 

     

    1.50 “Development
      Plan”
means
      the written plan describing the Development activities to be carried out over
      each Contract Year to be prepared jointly by the Parties and approved by the
      JDC
      in accordance with Section 4.1.1 for each Licensed Product, broken down by
      Calendar Quarters, and which shall contain, inter alia,
      (a) the
      specific Development objectives, projected milestones, resource allocation
      requirements and activities to be performed over such period; (b) the Party
      responsible for such activities; (c) a timeline for such activities; (d) an
      estimate of the expected Development
      costs
      to be
      incurred over such period; (e) the expected Regulatory Filings and Drug Approval
      Applications to be required and prepared, and the expected timetable for making
      such Regulatory Filing and Drug Approval Applications; and (f) the manufacturing
      strategy, budget and proposed timelines for manufacturing scale-up, formulation,
      filling and/or shipping for each such Licensed Product. The initial Development
      Plan shall contain all activities until December 31, 2007. Each amendment and/or
      update to the Development Plan shall be set forth in a written document jointly
      prepared by the Parties and approved by the JDC, shall specifically state that
      it is an amendment, modification or update to the Development Plan and shall
      be
      attached to the minutes of the meeting of the JDC at which such amendment,
      modification or update is approved by the JDC. Without limiting the nature
      or
      frequency of any other amendments or updates of the Development Plan that may
      be
      approved by the JDC, the Development Plan shall be updated at least once prior
      to the end of each Contract Year to describe the Development activities to
      be
      carried out by each Party during the next Contract Year pursuant to this
      Agreement.

     

    1.51 “Drug
      Approval Application”
      means,
      with respect to a Licensed Product in a particular country or region, an
      application for Commercialization Regulatory Approval for such Licensed Product
      in such country or region, including without limitation: (a) an NDA or sNDA;
      (b)
      a counterpart of an NDA or sNDA in any country or region in the Territory;
      and
      (c) all supplements and amendments to any of the foregoing.

     

    1.52 “Early
      Stage Co-Development Licensed Product”
      means any
      Licensed Product that becomes a Co-Developed Product pursuant to the exercise
      by
      ImmunoGen of the Early Stage Co-Development Option.

     

    1.53 “Early
      Stage
      Co-Development Option”
      means any Co-Development
      Option that may be exercised by ImmunoGen during the Early Stage Option Exercise
      Period.

     

    1.54 “Early
      Stage Option Commencement Date”
      means,
      with respect to each Licensed Product, the date of Completion of [***] [***]
      [***] [***] [***] [***] with respect to that Licensed Product.

     


    
      
        
        

      

      
        8

          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.

        

        
          

        

      

      
        
        

      

    


    1.55 “ECB”
means
      the European Central Bank. 

     

    1.56 “EMEA”
means
      the European Medicines Evaluation Agency, or any successor thereto, which
      coordinates the scientific review of human pharmaceutical products under the
      centralized licensing procedures of the European Community.

     

    1.57 “EU”
      means
      the
      European Union.

     

    1.58 “Existing
      Agreements”
      means the
      Confidentiality Agreement by and between the Parties dated as of [***]
      [***]
      [***]
      and the
      Material Transfer and Evaluation Agreement by and between the Parties dated
      as
      of [***] [***]
      [***], and the First Amendment thereto, dated as of [***] [***]
      [***].

     

    1.59 “FDA”
means
      the United States Food and Drug Administration or any successor agency or
      authority thereto.

     

    1.60 “FDCA”
      means
      the
      United States Federal Food, Drug, and Cosmetic Act, as amended.

     

    1.61 “Field”
      means
      all
      human therapeutic, prophylactic and diagnostic uses.

     

    1.62 “First
      Commercial Sale”
      means,
      with respect to a Licensed Product in any country in the Territory, the first
      sale, transfer or disposition for value, for end use or for consumption of
      such
      Licensed Product to a Third Party in such country.

     

    1.63 “First
      Interim Analysis”
      means,
      with respect to a clinical trial, the date on which the data from such clinical
      trial has undergone an interim analysis and such interim analysis has been
      finalized by
      Biotest
and
      received by ImmunoGen.

     

    1.64 “Force
      Majeure”
      means
      any
occurrence
      beyond the reasonable control of a Party that (a) prevents or substantially
      interferes with the performance by such Party of any of its obligations
      hereunder and (b) occurs by reason of any act of God, flood, fire, explosion,
      earthquake, strike, lockout, labor dispute, casualty or accident, or war,
      revolution, civil commotion, act of terrorism, blockage or embargo, or any
      injunction, law, order, proclamation, regulation, ordinance, demand or
      requirement of any government or of any subdivision, authority or representative
      of any such government.

     

    1.65 “FTE”
      means
      a
      full time person dedicated to the Research Program and/or dedicated to the
      Development of Licensed Products as described in any Development Plan, or in
      the
      case of less than a full-time dedicated person, a full-time, equivalent person
      year pro rata temporis, based on a total of at least [***] hours or [***] [***]
      weeks per year of work, on or directly related to the Research Program and/or
      dedicated to the Development of Licensed Products as described in any
      Development Plan, measured,
      with
      respect to ImmunoGen,
      in
      accordance with ImmunoGen’s time allocation practices from time to time
      or,
      with
      respect to Biotest’s FTEs (if applicable),
      in
      accordance with Biotest's time allocation practices
      from time
      to time.
      For
      purposes of clarity, FTEs shall not include any sales representatives employed
      by a Party.

     


    
      
        
        

      

      
        9

          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.

        

        
          

        

      

      
        
        

      

    


    1.66 “FTE
      Cost”
      means,
      for
      any Calendar Quarter, the FTE Rate multiplied by the applicable number of FTEs
      used during such Calendar Quarter.

     

    1.67 “FTE
      Rate”
      means,
in
      each
      case pro rata temporis, with
      respect to any ImmunoGen Activities to be performed by ImmunoGen prior to its
      exercise of a Co-Development Option (a) during
      the first
      Contract Year, the portion of [***] [***] [***] [***] Dollars (US $[***])
      corresponding to such part of the Calendar Year that is covered by the first
      Contract Year; and, (b)
      during
      each
      Contract 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 Contract Year and the Consumer
      Price
      Index as of the month immediately preceding the Effective Date and the
      denominator of which is the Consumer Price Index as of the month immediately
      preceding the Effective Date.
      For
      purposes of clarity, the FTE rates applicable to ImmunoGen Activities and
      applicable to
      activities undertaken by Biotest, both conducted
      after the exercise by ImmunoGen of the
      Co-Development Option
      will be
      determined by the JFC.

     

    1.68 “GAAP”
      means
      United States generally accepted accounting principles, consistently applied.
      

     

    1.69 “GCP”
      means the
      then current Good Clinical Practice standards promulgated or endorsed by the
      FDA
      or in the case of foreign jurisdictions, comparable regulatory standards
      promulgated or endorsed by the applicable Regulatory Authority, including those
      procedures expressed or implied in the Regulatory Filings.

     

    1.70 “GLP” means
      the
      then current Good Laboratory Practice standards promulgated or endorsed by
      the
      FDA or in the case of foreign jurisdictions, comparable regulatory standards
      promulgated or endorsed by the applicable Regulatory Authority, e.g.,
      the EMEA,
      including those procedures expressed or implied in the Regulatory
      Filings.

     

    1.71 “GMP”
      means
      the
      then current Good Manufacturing Practice standards promulgated or endorsed
      by
      the FDA
      or in the
      case of foreign jurisdictions, comparable regulatory standards promulgated
      or
      endorsed by the applicable Regulatory Authority, e.g.,
      the EMEA,
      including those procedures expressed or implied in the Regulatory
      Filings.

     

    1.72 “Hatch-Waxman
      Act”
      means
      the
      Drug Price Competition and Patent Term Restoration Act of 1984, as
      amended.

     

    1.73 “ICC”
means
      the International Chamber of Commerce.

     

    1.74 “ImmunoGen
      Activities”
      means
      those activities associated with the Research Program and/or associated with
      the
      Development of Licensed Products as described in the Research Plan or any
      Development Plan that are, in either case, to be undertaken by
      ImmunoGen.

     

    1.75 “ImmunoGen
      Background Technology”
      means any
      Technology used by ImmunoGen, or provided by ImmunoGen for use, in the Research
      Program and/or the Development of Licensed Products that
      is
      useful in the Field and that is (a) Controlled by ImmunoGen as of the Effective
      Date or (b) developed or conceived or first reduced to practice

     


    
      
        
        

      

      
        10

          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.

        

        
          

        

      

      
        
        

      

    

     

    by
      employees of, or consultants to, ImmunoGen after the Effective Date other than
      in the conduct of ImmunoGen Activities and without the use in any respect of
      any
      Biotest Technology or Biotest Materials or any Program Inventions. 

     

    1.76 “ImmunoGen
      Co-Promotion Percentage”
      means
      fifty percent (50%) of the Annual Net Income.

     

    1.77 “ImmunoGen
      Decision”
      means
      the
      following decisions which, in the event of deadlock, will be decided by an
      ImmunoGen member of the JSC: the selection of Third Party manufacturers to
      manufacture Preclinical Materials and Clinical Materials following the request
      by Biotest pursuant to Section 4.5.2(b).

     

    1.78 “ImmunoGen
      Materials”
      means
      any
      Proprietary Materials Controlled by ImmunoGen and used by ImmunoGen, or provided
      by ImmunoGen for use, in the Research Program and/or the Development of Licensed
      Products. For purposes of clarity, ImmunoGen Materials shall include all MAY
      Compounds and Linkers.

     

    1.79 “ImmunoGen
      Patent Rights”
      means any
      Patent Rights that contain one or more claims that cover ImmunoGen Technology.
      For purposes of clarity, ImmunoGen Patent Rights include Licensed Patent Rights
      and ImmunoGen’s fifty percent (50%) interest in the [***] Conjugate Patent
      Rights.

     

    1.80 “ImmunoGen
      Program Technology”
      means
      any
      Program Invention conceived or first reduced to practice by employees of, or
      consultants to, ImmunoGen, alone or jointly with any Third Party, without the
      use in any respect of any Biotest Technology, Biotest Materials or Joint
      Technology.

     

    1.81 “ImmunoGen
      Technology”
      means,
      collectively, ImmunoGen Background Technology and ImmunoGen Program
      Technology.

     

    1.82 “Improvement”
      means
      any
      enhancement, improvement or modification to the Licensed Technology or the
      Licensed Patent Rights.

     

    1.83 “IND”
      means
      (a)
      an Investigational New Drug Application, as defined in the FDCA and the
      regulations promulgated thereunder, or any successor application or procedure
      required to initiate clinical testing of a Licensed Product in humans in the
      United States; (b) a counterpart of an Investigational New Drug Application
      that
      is required in any other country or region in the Territory before beginning
      clinical testing of a Licensed Product in humans in such country or region;
      and
      (c) all supplements and amendments to any of the foregoing.

     

    1.84 “Initiation”
      means,
      with respect to a human clinical trial, the first date that a subject is dosed
      in such clinical trial.

     

    1.85 “Joint
      Development Committee”
or
      “JDC”
      means
      the
      Joint Development Committee of ImmunoGen and Biotest representatives established
      pursuant to Section 2.2 to oversee the conduct and progress of the Research
      Program and the Development of Licensed Products.

     


    
      
        
        

      

      
        11

          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.

        

        
          

        

      

      
        
        

      

    


    1.86 “Joint
      Finance Committee”
      or
      “JFC”
      means the
      Joint Finance Committee of ImmunoGen and Biotest representatives established
      pursuant to Section 2.4 to oversee the allocation between the Parties of
      Co-Development Costs and Net Income Payments with respect to Co-Developed
      Products.

     

    1.87 “Joint
      Marketing Committee”
      or
“JMC”
      means the
      committee of ImmunoGen and Biotest representatives established pursuant to
      Section 2.5 to coordinate the Commercialization activities of Co-Developed
      Products within the Co-Development Territory.

     

    1.88 “Joint
      Patent Rights”
      means
      Patent Rights that contain one or more claims that cover Joint
      Technology.
      For purposes of clarity, Joint Patent Rights shall not include [***] Conjugate
      Patent Rights.

     

    1.89 “Joint
      Steering Committee”
or
      “JSC”
      means
      the
      Joint Steering Committee of ImmunoGen and Biotest representatives established
      pursuant to Section 2.1 to oversee the overall conduct and progress of the
      Development and Commercialization of Licensed Products.

     

    1.90 “Joint
      Technology”
      means any
      Program Invention (a) conceived or first reduced to practice jointly by
      employees of, or consultants to, Biotest and employees of, or consultants to,
      ImmunoGen or (b) conceived or first reduced to practice by employees of, or
      consultants to, one Party with the use in any respect of any Technology, Patent
      Rights or Proprietary Materials of the other Party. 

     

    1.91 “Late
      Stage Co-Development Licensed Product”
      means
      any
      Licensed Product that becomes a Co-Developed Product pursuant to the exercise
      by
      ImmunoGen of the Late Stage Co-Development Option.

     

    1.92 “Late
      Stage Co-Development
      Option”
      means any
      Co-Development Option that may be exercised by ImmunoGen during the Late Stage
      Option Exercise Period.

     

    1.93 “Late
      Stage Option Commencement Date”
      means,
      with respect to each Licensed Product, the date of Completion of [***]
[***]
      [***] [***] [***] [***] for the first indication in the first country where
      such
      clinical trials are performed with respect to that Licensed
      Product.

     

    1.94 “Licensed
      Patent Rights”
      means any
      Patent Rights that are Controlled by ImmunoGen as of the Effective Date
      (including ImmunoGen Patent Rights and ImmunoGen’s interest in Joint Patent
      Rights) to the extent necessary to use, Develop, have Developed, make, have
      made, Commercialize and have Commercialized any Licensed Product. For purposes
      of clarity,
      (a)
      all
      Licensed Patent Rights existing as of the Effective Date are described on
Schedule
      2
      attached
      hereto
      and
      (b)
      any
      Patent Rights that become Controlled by ImmunoGen during the Term of
this
      Agreement
      that ImmunoGen reasonably believes are necessary and/or useful for the research,
      Development and Commercialization of Licensed Products in the Field (“New Patent
      Rights”) shall be presented to Biotest
      by
      ImmunoGen and
      Biotest
      shall have the right to decide within sixty (60) days following the presentation
      whether or
      not
to
      add the
      New Patent Rights to Licensed Patent Rights on Schedule
      2. 

     


    
      
        
        

      

      
        12

          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.

        

        
          

        

      

      
        
        

      

    


    1.95 “Licensed
      Product”
      means any
      product that contains,
      is
      comprised
      of, or
      otherwise
      Derived from, an Anti-[***] Antibody-MAY Conjugate.

     

    1.96 “Licensed
      Product Trademark”
      means
      (a)
      any trademark or trade name, whether or not registered, or any trademark
      application, renewal, extension or modification thereto, in the Territory,
      or
      any trade dress and packaging, that is applied to or used with Licensed Products
      by Biotest and (b) all goodwill associated therewith, and any promotional
      materials relating thereto.

     

    1.97 “Licensed
      Technology”
      means any
      ImmunoGen Technology or Joint Technology that (a) relates to the MAY Compound
      and/or Linker portion of any Licensed Product and (b) is necessary for Biotest
      to exercise the licenses granted to it pursuant to Sections 8.1.1 and
      8.2.1.

     

    1.98 “Linker”
      means any
      chemical entity utilized to attach a MAY Compound to an Anti-[***] Antibody,
      including but not limited to SMCC, SPP, SPDB, CPD, PEG-containing
      chemical
      entities.

     

    1.99 “MAA”
      means an
      application filed with the EMEA, or through the mutual recognition procedures
      in
      the European Union, for Regulatory Approval to Commercialize a Licensed Product
      as a medicinal product in the European Union, or in any country or territory
      therein.

     

    1.100 “Manufacturing
      Cost”
      means,
      with respect to any Preclinical Materials or Clinical Materials manufactured
      by
      ImmunoGen, ImmunoGen’s fully-burdened costs (including the costs associated with
      product testing and release activities) of producing and packaging such
      Preclinical Materials or Clinical Materials, including the sum of the following
      components: (a) direct costs, including (1) materials directly used in producing
      and packaging such Preclinical Materials or Clinical Materials and (2) with
      respect to any Preclinical Materials or Clinical Materials obtained by ImmunoGen
      from a Third Party and supplied to Biotest without modification, the amount
      paid
      by ImmunoGen to such Third Party for the same; (b) manufacturing overhead costs
      attributable to the cost of goods under the foregoing clause (a) (1), including
      manufacturing and quality labor and manufacturing and quality supervisory
      services, operating and administrative costs of the manufacturing and quality
      departments and occupancy costs which are allocable to company departments
      based
      on space
      occupied or headcount or
      another
      reasonable activity-based method;
      for the
      purpose of clarity, any cost allocation shall be (i) in any case applied in
      accordance with GAAP, and (ii) applied consistently by ImmunoGen in relation
      to
      all other Third Parties for which ImmunoGen manufactures comparable
      materials;
      (c) any
      other reasonable and customary Out-of-Pocket Costs borne by ImmunoGen for the
      testing, transport, customs clearance, duty, insurance and/or storage of such
      Preclinical Materials or Clinical Materials; and (d) ImmunoGen’s general and
      administrative costs, including purchasing, human resources, payroll,
      information system and accounting, which are directly attributable or reasonably
      allocable to company departments based on space occupied
      or
      headcount.
      Manufacturing overhead costs under the foregoing clause (b) and general and
      administrative costs under the foregoing clause (d) are allocable to each batch
      of Preclinical Material and/or Clinical Material produced based upon the [***]
      of [***], or any portion of a [***], that a Manufacturing [***] is [***] for
      the
      [***] (including [***] [***] and [***]) of Preclinical

     


    
      
        
        

      

      
        13

          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.

        

        
          

        

      

      
        
        

      

    

     

    Materials
      or Clinical Materials, as the use may be, at ImmunoGen’s facilities.
      Notwithstanding the foregoing, Manufacturing Cost shall not include the cost
      of
      purchasing any Dedicated Equipment pursuant to Section 4.5.2(c).

     

    1.101 “Manufacturing
      Plan”
      means,
      subject to 4.1.3, with respect to each Licensed Product, the written plan for
      the manufacture of such Licensed Product in the Territory prepared by the JDC
      or
      the JMC which shall include, without limitation, expected manufacturing
      scale-up, formulation, and filling activities to be conducted for each Licensed
      Product as well as a budget and proposed timelines for such activities, as
      such
      plan may be amended or updated.

     

    1.102 “Material
      Use”
      means,
      with respect to Shared Clinical Trial Data, (a) the inclusion of such Shared
      Clinical Data in a core report of an NDA filed by a Party (as evidenced by
      (i)
      the use of a bridging study to utilize such Shared Clinical Data, (ii) the
      elimination for the need to [***] such Shared Clinical Data through a clinical
      trial within such Party's respective geographic territory, or (iii) such other
      reference use of such Shared Clinical Data consistent with clauses (i)-(ii)
      above), or (b) the use of such Shared Clinical Data by a Party in a manner
      substantially similar to that contained in a full Clinical Study Report (CSR),
      as described in ICH Harmonized Guideline E3 (Structure and Content of Clinical
      Study Reports), and including the appendices specified in Section 16 of such
      guideline that are applicable to such Party’s NDA. For purposes of clarity, it
      shall not be deemed to be a Material Use of clinical data if such clinical
      data
      is used only to support an NDA filing.

     

    1.103 “MAY
      Compound”
      means any
      and all maytansinoid compounds and any and all derivatives of any such
      maytansinoid compounds, to the extent, in any case, Controlled by ImmunoGen,
      including without limitation, (a) N2′-deacetyl-N2′-(c-mercapto-1
      oxopropyl)-maytansine (CAS No. 139504-50-0) commonly referred to as DM1); (b)
      N2′-deacetyl-N2′-(4-mercapto-1-oxopentyl)-maytansine
      (commonly referred as DM3); and (c) N2′-deacetyl-N2′-(4-mercapto-4-methyl-1-oxopentyl)-maytansine
      (commonly referred as DM4). 

     

    1.104 “NDA”
      means
      a
      New Drug Application, as defined in the FDCA and applicable regulations
      promulgated thereunder, or any successor application or procedure required
      to
      sell a Licensed Product in the United States.

     

    1.105 “Net
      Sales”
      means the
      gross amount billed
      or
      invoiced by a Party (a “Selling Party”) or any of its Affiliates or Sublicensees
      to Third Parties
      throughout the Territory for sales or other dispositions or transfers for value
      of Licensed Products (including, without limitation, Third Party distributors
      and wholesalers), less (a) allowances for normal and customary trade, quantity
      and cash discounts actually allowed and taken, (b) transportation, insurance
      and
      postage charges, if prepaid by such Selling Party or any Affiliate of such
      Selling Party and included on any such party’s bill or invoice as a separate
      item, (c) credits, rebates, returns (including, without limitation, wholesaler
      and retailer returns) pursuant to agreements (including, without limitation,
      managed care agreements) or government regulations, to the extent actually
      allowed, and (d) sales, use and other consumption taxes, including VAT,
      similarly incurred to the extent stated on the invoice as a separate item.
      In
      addition, Net Sales are subject to the following:

     

    (i) If
      such
      Selling Party or any of its Affiliates or Sublicensees effects a sale,
      disposition or other transfer of a Licensed Product to a customer in a
      particular country other

     


    
      
        
        

      

      
        14

          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.

        

        
          

        

      

      
        
        

      

    

     

    than
      on
      customary commercial terms or as part of a package of Licensed Products and
      services, the Net Sales of such Licensed Product to such customer shall be
      deemed to be the “fair market value” of such Licensed Product. For purposes of
      this subsection (i), “fair market value” shall mean the value that would have
      been derived had such Licensed Product been sold as a separate Licensed Product
      to another customer in the country concerned on customary commercial
      terms.

     

    (ii) In
      the
      case of pharmacy incentive programs, hospital performance incentive program
      chargebacks, disease management programs, similar programs or discounts on
      “bundles” that include Licensed Products, all discounts and the like shall be
      allocated among the products in such bundles on the basis on which such
      discounts and the like were actually granted or, if such basis cannot be
      determined, in proportion to the respective list prices of such
      products.

     

    (iii) For
      purposes of clarity, the use of any Licensed Product in clinical trials,
      pre-clinical studies or other research or development activities, shall not
      give
      rise to any Net Sales. In addition, use of any Licensed Product in a
      compassionate use program shall not give rise to any deemed sale for purposes
      of
      this definition unless such Selling Party or its Affiliates or Sublicensees
      bills such program for such Licensed Product at a price which exceeds [***]
      [***] [***] percent ([***]%) of such Selling Party’s fully-burdened cost to
      supply such Licensed Product.

     

    1.106 “Out-of-Pocket
      Costs”
means
      the
      reasonable,
      direct,
      documented
      and
      specifically identifiable expenses
      paid by a Party
      to any
      Third Party.

     

    1.107 “Patent
      Rights”
      means
      the
      rights and interests in and to issued patents and pending patent applications
      (which, for purposes of this Agreement, include certificates of invention,
      applications for certificates of invention and priority rights) in any country
      or region, including all provisional applications, substitutions, continuations,
      continuations-in-part, divisions, renewals, all letters patent granted thereon,
      and all reissues, reexaminations and extensions thereof, and all foreign
      counterparts of any of the foregoing.

     

    1.108 “Person”
      means an
      individual, sole proprietorship, partnership, limited partnership, limited
      liability partnership, corporation, limited liability company, business trust,
      joint stock company, trust, incorporated association, joint venture or similar
      entity or organization, including a government or political subdivision,
      department or agency of a government. 

     

    1.109 “Phase
      I Clinical Trial”
      means a
      human clinical trial conducted in a country or countries that generally
      provides, with respect to that country, for the first introduction into humans
      of a Licensed Product with the purpose of assessing its safety, tolerability,
      toxicity, metabolism, absorption, elimination or other pharmacological action
      as
      more fully defined in 21
      C.F.R.
      312.21(a).

     

    1.110 “Phase
      II Clinical Trial”
      means
      a
      human clinical trial conducted in a country or countries in patients with a
      particular disease or condition with the purpose of further assessing safety
      and
      tolerability of a Licensed Product
      and providing an
      indication of its efficacy for such disease or condition, as more fully defined
      in 21 C.F.R. 312.21(b). 

     


    
      
        
        

      

      
        15

          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.

        

        
          

        

      

      
        
        

      

    


    1.111 Phase
      IIb Clinical Trial”
      means,
      as
      to a particular Licensed Product and indication, the portion of a Phase II
      Clinical Trial designed to generate sufficient data (if successful) to commence
      a Phase III Clinical Trial of such Licensed Product for such
      indication.

     

    1.112 “Phase
      III Clinical Trial”
      means a
      pivotal human clinical trial conducted in a country or countries in patients
      with a particular disease or condition with the purpose of establishing the
      safety and tolerability of a Licensed Product and confirming or establishing
      its
      efficacy for such disease or condition as a basis
      for obtaining
      Regulatory Approval of such Licensed Product, as more fully defined in 21 C.F.R.
      312.21(c). 

     

    1.113 “Pivotal
      MAY Compound Process Development Costs”
      means the
      reasonable costs incurred by ImmunoGen after
      the
      Effective Date (both
      before and after the exercise of the Co-Development Option) in the conduct
      of
      process development activities for pivotal MAY Compounds, provided that such
      costs (i) are related to activities described in the Pivotal MAY Compound
      Process Development Plan, and (ii) have been approved by the Biotest members
      on
      the JDC, which approval shall not be unreasonably withheld, conditioned or
      delayed, provided that withholding,
      conditioning
      or delaying of the approval by Biotest for cost reasons would not be deemed
      to
      be unreasonable. 

     

    1.114 “Pivotal
      MAY Compound Process Development Percentage”
      means a
      portion of the Pivotal MAY Compound Process Development Costs calculated by
      dividing
      the
      aggregate amount of Pivotal MAY Compound Process Development Costs incurred
      by
      ImmunoGen by the [***] [***] [***],
      [***] [***] [***] [***], at the date the allocation of such Pivotal
      MAY Compound Process Development Costs
      is being
      determined, [***] [***] [***] or [***] that [***] [***] [***] that are used
      in
      [***] [***] [***] or [***] [***] and [***] and are [***] using the [***]
      developed in the conduct of such pivotal process development
      activities. 

     

    1.115 “Preclinical
      Materials”
means
      any MAY Compound, Linker and/or Licensed Product supplied by ImmunoGen to
      Biotest in accordance with Section 4.5.2(b)(ii) for the purpose of conducting
      preclinical testing with respect to a Licensed Product. For the purpose of
      clarity, Preclinical Material shall not include unconjugated
      Antibody.

     

    1.116 “Program
      Invention”
      means any
      Technology (including,
      without limitation, any new and useful process, method of manufacture or
      composition of matter)
      that is
      conceived or first reduced to practice (actively or constructively) in the
      conduct of the Research Program and/or the Development of Licensed
      Products.

     

    1.117 “Proprietary
      Materials”
      means
      tangible chemical, biological or physical materials that are furnished by or
      on
      behalf of one Party to the other Party in connection with this Agreement,
      whether or not specifically designated as proprietary by the transferring
      Party.

     

    1.118 “Regulatory
      Approval”
      means,
      with respect to any country or region in the Territory, any approval (including,
      without limitation, any pricing approval), product and establishment license,
      registration or authorization of any Regulatory Authority required for the
      manufacture, use, storage, importation, export, transport, clinical testing
      or
      sale of a Licensed Product for use in the Field in such country or region.
      


    
      
        
        

      

      
        16

          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.

        

        
          

        

      

      
        
        

      

    


    1.119 “Regulatory
      Authority”
      means the FDA or any
      counterpart of the FDA outside the United States, or other national,
      supra-national, regional, state or local regulatory agency, department, bureau,
      commission, council or other governmental entity with authority over the
      distribution, importation, exportation, manufacture, production, use, storage,
      transport, clinical testing or sale of a Licensed Product. 

    


    1.120 “Regulatory
      Filings”
      means,
      collectively, (a) all INDs, NDAs, establishment license applications, drug
      master files, applications for designation of a Licensed Product as an “Orphan
      Product(s)” under the Orphan Drug Act, for “Fast Track” status under Section 506
      of the FDCA (21 U.S.C. § 356) or for a Special Protocol Assessment under Section
      505(b)(4)(B) and (C) of the FDCA (21 U.S.C. § 355(b)(4)(B)) or all other similar
      filings (including, without limitation, any counterparts of any of the foregoing
      in any country region in the Territory, e.g. a CTN) as may be required by any
      Regulatory Authority for the Development or Commercialization of a Licensed
      Product; (b) all supplements and amendments to any of the foregoing; and (c)
      all
      data contained in, and correspondence relating to, any of the
      foregoing.

    


    1.121 “Research
      Materials”
means
      any MAY Compound, Linker and/or Licensed Product supplied by ImmunoGen to
      Biotest in accordance with Section 3.3(b)(ii) for the purpose of conducting
      research activities under the Research Program with respect to a Licensed
      Product.

    


    1.122 “Research
      Plan”
      means the
      written plan describing the research activities to be carried out by each Party
      during each Contract Year during the Research Program term in conducting the
      Research Program pursuant to this Agreement,
      as such
      written plan may be amended, modified or updated. Such Research Plan shall
      also
      comprise, inter alia,
      (a) the
      specific objectives, projected milestones, resource allocation requirements
      and
      activities to be performed over such period; (b) the Party responsible for
      such
      activities; (c) a timeline for such activities; and (d) the estimated
      FTEs
      covering
      ImmunoGen Activities associated with the Research Program. The initial Research
      Plan shall be prepared jointly by the Parties at the latest fourteen (14) days
      from the Effective Date and shall describe the research activities (including
      basic process development) to
      be
      carried out by each Party during the first Contract Year
      and
      shall, in combination with the initial Development Plan, contain all activities
      until December 31st, 2007. Each amendment, modification and update to the
      Research Plan shall be set forth in a written document prepared by, or at the
      direction of, the JDC and approved by the JDC, shall specifically state that
      it
      is an amendment, modification or update to the Research Plan and shall be
      attached to the minutes of the meeting of the JDC at which such amendment,
      modification or update was approved by the JDC. Without limiting the nature
      or
      frequency of any other amendments, modifications or updates of the Research
      Plan
      that may be approved by the JDC, the Research Plan shall be updated at least
      once prior to the end of each Contract Year to describe the research activities
      to be carried out by each Party during the next Contract Year during the
      Research Program term in conducting the Research Program pursuant to this
      Agreement.

     

    1.123 “Research
      Program”
means
      the collaborative research program commencing on the Effective Date and
      conducted by the Parties pursuant to Section 3 and the Research Plan.



    
      
        
        

      

      
        17

          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.

        

        
          

        

      

      
        
        

      

    


    1.124 “Royalty-Bearing
      Product”
      means (a) any Biotest
      Product and (b) any Co-Developed Product to the extent sold outside of the
      Co-Development Territory.

    


    1.125 “Royalty-Bearing
      Territory”
      means (a)
      with respect to Co-Developed Products, all countries within the Biotest
      Territory and (b) with respect to Biotest Products, all countries within the
      Territory.

    


    1.126 “Royalty
      Term”
      means,
      with respect to each Royalty-Bearing Product in each country in the
      Royalty-Bearing Territory, the period beginning on the date of First Commercial
      Sale of such Royalty-Bearing Product in such country and continuing on a
      country-by-country basis until the later of (a) the expiration
      of the last to expire Valid Claim in such country that covers such
      Royalty-Bearing Product or its use, method of delivery or manufacture or (b)
      twelve (12) years from the date of the First Commercial Sale of such
      Royalty-Bearing Product in such country.

    


    1.127 "Serious
      Adverse
      Event"
      means an Adverse Event
      occurring at any dose of a drug that (a) results in death or poses a threat
      to
      life; (b) requires or prolongs hospitalization; (c) results in a persistent
      and/or significant disability or incapacity; (d) is medically significant;
      or
      (e) results in a congenital anomaly or birth defect. 

     

    1.128 “Shared
      Clinical Trial”
      means (a)
      any non-U.S. clinical trial conducted by or on behalf of a Party outside the
      Co-Development Territory, the results of which are included in the Regulatory
      Filings for a Co-Developed Product in the Co-Development Territory and therefore
      [***] conducting a similar clinical trial for Regulatory Filings for a
      Co-Developed Product in the Co-Development Territory; and (b) any clinical
      trial
      conducted by or on behalf of the Parties for a Co-Developed Product in the
      Co-Development Territory, the results of which are included in the Regulatory
      Filings outside the Co-Development Territory and therefore [***] conducting
      a
      similar clinical trial outside the Co-Development Territory.

     

    1.129 “Shared
      Clinical Trial Costs”
      means
the
      aggregate amount of Out-of-Pocket
      Costs and internal costs incurred by either Party (or for its account by an
      Affiliate or a Third Party) that are specifically attributable to the conduct
      of
      a Shared Clinical Trial.

     

    1.130 “Shared
      Clinical Trial Cost-Sharing Percentage”means,
      with respect to any Shared Clinical Trial, (a) if Biotest uses the results
      of
      such Shared Clinical Trial according to 1.128(b), and such Shared Clinical
      Trial
      enables Biotest to [***] conducting a similar clinical trial outside the
      Co-Development Territory, [***] percent ([***]%) for Biotest and [***] percent
      ([***]%) for ImmunoGen; and (b) if ImmunoGen and Biotest jointly use the results
      of such Shared Clinical Trial according to 1.128(a), and such Shared Clinical
      Trial enables ImmunoGen and Biotest to [***] conducting a similar clinical
      trial
      in the Co-Development Territory, [***] percent ([***]%) for ImmunoGen and [***]
      percent ([***]%) for Biotest. If data is only supportive then no adjustment
      of
      the 50:50 cost sharing will be necessary.

     

    1.131 “Shared
      Clinical Trial Data”
      means all
      data, results and information produced in the conduct of a Shared Clinical
      Trial.


    
      
        
        

      

      
        18

          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.

        

        
          

        

      

      
        
        

      

    


    1.132 “sNDA”
      means
      a Supplemental New
      Drug Application, as defined in the FDCA and applicable regulations promulgated
      thereunder. 

     

    1.133 “Sublicensee”
      means
      any
      Third Party (other than an Affiliate) to which Biotest grants a sublicense
      in
      accordance with Section 8.3.

    


    1.134 “Technology”
      means,
      collectively, all ideas, inventions, discoveries, improvements, trade secrets
      and proprietary methods, whether or not patentable, including without
      limitation: (a) methods of production or use of, and structural and functional
      information pertaining to, chemical and/or biological compounds and (b) data,
      formulae, designs, specifications, formulations, processes, process information,
      techniques, know-how and results (including any negative results), pre-clinical
      information, clinical information, and any and all proprietary biological,
      chemical, pharmacological, toxicological, pre-clinical, clinical, assay, control
      and manufacturing data and materials.

    


    1.135 “Territory”
      means
      all
      countries of the world.

    


    1.136 “Third
      Party”
      means
      any
      party other than Biotest and ImmunoGen and their respective Affiliates.


    


    1.137 “Third
      Party Required Payments”
      means
      all
      royalty payments paid to any Third Party in any country in the Co-Development
      Territory in order to obtain a license to an issued patent or patents in the
      absence of which the portion of the Co-Developed Product consisting of the
      Licensed Technology or Licensed Patent Rights would not legally be developed,
      manufactured or sold in such country.

    


    1.138 “Unanimous
      Decision”
      means any
      of the following decisions requiring the unanimous approval of all members
      of
      the JSC, the JDC and/or the JMC, as the case may be: (a) any determination
      as to
      whether a milestone has been achieved under Section 6.3.1 of this Agreement
      for
      which a milestone payment is payable; (b) any decision that relates to the
      Co-Development or Co-Promotion of a Co-Developed Product (including without
      limitation any decision with respect to the manufacture of such Co-Developed
      Product within the Co-Development Territory) in the Co-Development Territory;
      (c) any decision that results, or would reasonably be expected to result, in
      an
      increase in the amount of Co-Development Costs payable by a Party pursuant
      to
      Section 5.1 of more than [***]
      [***] percent ([***]%) in any Calendar Year as compared to the amount of
      Co-Development Costs forecasted in the then current Co-Development Plan for
      that
      Calendar Year for any reason (including, without limitation, as a result of
      a
      change in the number of patients, number of sites, duration of the study or
      the
      number of studies); (d) the initial allocation of Detailing responsibilities
      between the Parties with respect to a Co-Developed Product; (e) any disputed
      matter which, in accordance with the terms of this Agreement, is referred to
      the
      JSC by the JDC, the JFC or the JMC; and (f) with respect to each Licensed
      Product that is a Co-Developed Product, the determination of the indication(s)
      for which such Co-Developed Product shall be used in the Co-Development
      Territory.

    


    1.139 “Valid
      Claim”
      means
      any
      claim of an issued unexpired patent or
      a
      pending patent application within
      the
      Licensed
      Patent
      Rights that
      (a)
      has not been finally cancelled, withdrawn, abandoned or rejected by ImmunoGen
      and/or any administrative agency or other


    
      
        
        

      

      
        19

          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.

        

        
          

        

      

      
        
        

      

    

     

    body
      of
      competent jurisdiction, (b) has not been revoked, held invalid, or declared
      unpatentable or unenforceable in a decision of a court or other body of
      competent jurisdiction that is unappealable or unappealed within the time
      allowed for appeal, (c) has not been rendered unenforceable through disclaimer
      or otherwise, and (d) is not lost through an interference proceeding; provided,
      however, that (i) a claim contained in a pending patent application shall,
      if
      and to the extent such claim is not issued on or before [***] ([***]) years
      from
      the date of filing of the subject application, shall cease to constitute a
      Valid
      Claim and (ii) if a claim that ceases to be a Valid Claim by reason of
      subsection (i) above subsequently issues, such claim shall once again be deemed
      to be a Valid Claim for purposes of this Agreement.

    


    Additional
      Definitions.
      In
      addition, each of the following definitions shall have the respective meanings
      set forth in the section of this Agreement indicated below:

           

      


      
        	
                Definition

              	 	
                Section

              
	
                Additional
                  Co-Promotion
                  Activities

              	 	
                5.5

              
	
                Adjusted
                  Co-Promotion
                  Percentage

              	 	
                5.5

              
	
                Advertising

              	 	
                Schedule
                  1

              
	
                Alliance
                  Manager

              	 	
                2.3.1

              
	
                Annual
                  Net Income

              	 	
                Schedule
                  1

              
	
                Arbitration
                  Matter

              	 	
                14.1

              
	
                Biotest
                  Indemnitees

              	 	
                13.1

              
	
                Briefing
                  Document

              	 	
                4.5.4(a)

              
	
                Claims

              	 	
                13.1

              
	
                Commercialization
                  Expense

              	 	
                Schedule
                  1

              
	
                Co-Development
                  Option Exercise Fee

              	 	
                5.1.1(c)
                  

              
	
                Co-Development
                  Option

              	 	
                5.1.1(a)

              
	
                Co-Promotion
                  Agreement

              	 	
                5.5.2

              
	
                Cost
                  of Goods

              	 	
                Schedule
                  1

              
	
                Disputed
                  Matter

              	 	
                2.1.6

              
	
                Early
                  Stage Option Exercise Period

              	 	
                5.1.1(a)

              
	
                FAMC

              	 	
                Schedule
                  1

              
	
                General
                  Public Relations

              	 	
                Schedule
                  1

              
	
                ImmunoGen
                  Indemnitees

              	 	
                13.2

              
	
                Indemnified
                  Party

              	 	
                13.3

              
	
                Indemnifying
                  Party

              	 	
                13.3

              
	
                Infringement

              	 	
                10.2.1(a)

              
	
                Infringement
                  Notice

              	 	
                10.2.1(a)

              
	
                Late
                  Stage Option Exercise Period

              	 	
                5.1.1(a)

              
	
                Losses

              	 	
                13.1

              
	
                Sales
                  and Marketing Expense

              	 	
                Schedule
                  1

              
	
                Net
                  Income

              	 	
                Schedule
                  1

              
	
                Net
                  Income Payments

              	 	
                6.4.2

              
	
                Patent
                  Coordinator

              	 	
                9.2

              
	
                Personnel
                  Costs

              	 	
                Schedule
                  1

              
	
                Pivotal
                  MAY Compound
                  Process Development Plan

              	 	
                4.1.1

              
	
                recipient
                  Party

              	 	
                3.8

              


      

       

    

    
      
        
        

      

      
        20

          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.

        

        
          

        

      

      
        
        

      

    


    


    
      	
              Representative

            	 	
              Schedule
                1

            
	
              ROFN
                Notice

            	 	
              5.5.4

            
	
              ROFN
                Response

            	 	
              5.5.4

            
	
              Sales
                and Marketing Expense

            	 	
              Schedule
                1

            
	
              Second
                Sublicense Decision Date

            	 	
              5.5.1(a)(ii)

            
	
              Selling
                Party

            	 	
              1.105

            
	
              Supply
                Agreement

            	 	
              4.5.2(b)(iii)

            
	
              Term

            	 	
              11.1

            
	
              Termination
                Costs

            	 	
              11.3.4

            
	
              Third
                Party Payments

            	 	
              6.4.1(c)

            
	
              transferring
                Party

            	 	
              3.8

            


    

    
 

    2. ADMINISTRATION
      OF THE COLLABORATION

     

    
      	 	
              2.1

            	
              Joint
                Steering Committee. 

            


    

     

    2.1.1 Establishment.
      ImmunoGen
      and Biotest hereby establish the Joint Steering Committee. The JSC shall have
      and perform the responsibilities set forth in Section 2.1.4. 

     

    2.1.2 Membership.
      Each of
      ImmunoGen and Biotest shall designate an equal (not less than two (2)) number
      of
      representatives to the JSC (which may be employees of, or consultants to, such
      Party). Unless otherwise agreed by the Parties, one of Biotest’s representatives
      shall be designated as the Chairman of the JSC. Each Party shall have the right
      at any time to substitute individuals, on a permanent or temporary basis, for
      any of its previously designated representatives to the JSC by giving written
      notice to the other Party. 

     

    2.1.3 Meetings.

    


    (a) Schedule
      of Meetings; Agenda.
      The JSC
      shall establish a schedule of times for regular meetings, taking into account,
      without limitation, the planning needs of the Research Program and the
      responsibilities of the JSC. In addition, special meetings may be convened
      by
      any member of the JSC upon thirty (30) days (or, if such meeting is proposed
      to
      be conducted by teleconference, upon ten (10) days) written notice to the other
      members; provided that (i) notice of any such special meeting may be waived
      at
      any time, either before or after such meeting and (ii) attendance of any member
      at a special meeting shall constitute a valid waiver of notice from such member.
      Regular and special meetings of the JSC may be held in person or by
      teleconference or videoconference; provided that meetings held in person shall
      alternate between the respective offices of the Parties in Cambridge,
      Massachusetts and Dreieich, Germany or such other locations mutually agreeable
      to the JSC members. The Chairman shall have the responsibility for preparing
      and
      circulating to each JSC member an agenda for each JSC meeting not later than
      one
      (1) week prior to such meeting.

     

    (b) Quorum;
      Voting; Decisions.
      At each
      JSC meeting, (i) the presence in person of at least one
      (1)
      member designated by each Party shall constitute a quorum and (ii) each member
      who is present shall have one vote on all matters before the JSC at such
      meeting. All decisions of the JSC, other than Unanimous Decisions, Biotest
      Decisions and ImmunoGen Decisions, shall be made by majority vote; provided,
      that, any member designated by a Party shall have the right to cast the votes
      of
      any of such Party’s members on the JSC who are absent

     


    
      
        
        

      

      
        21

          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.

        

        
          

        

      

      
        
        

      

    

     

    from
      the
      meeting. Alternatively, the JSC may act by written consent signed by at least
      one (1) member designated
      by each Party. All decisions of the JSC that involve Unanimous Decisions shall
      be made by vote of all members of the JSC. Whenever any action by the JSC is
      called for hereunder during a time period in which the JSC is not scheduled
      to
      meet, the Chairman shall cause the JSC to take the action in the requested
      time
      period by calling a special meeting or by circulating a written consent.
      Representatives of each Party or of its Affiliates who are not members of the
      JSC (including, without limitation, the Patent Coordinators) may attend JSC
      meetings as non-voting observers. In the event that the JSC is unable to resolve
      any matter before it, such matter shall be resolved in accordance with Section
      2.1.6.

     

    (c) Minutes.
      The JSC
      shall keep minutes of its meetings that record all decisions and all actions
      recommended or taken in reasonable detail. Drafts of the minutes shall be
      prepared and circulated to the members of the JSC within a reasonable time
      after
      the meeting, not to exceed ten (10) business days, and the Parties shall
      alternate responsibility for the preparation and circulation of draft minutes.
      Each member of the JSC shall have the opportunity to provide comments on the
      draft minutes. Draft minutes shall be approved, disapproved and revised as
      soon
      as practicable. Upon approval, final minutes of each meeting shall be circulated
      to the members of the JSC by the Chairman.

     

    (d) Expenses.
      ImmunoGen and Biotest shall each bear all expenses of their respective JSC
      representatives related to their participation on the JSC and attendance at
      JSC
      meetings.

     

    2.1.4 Responsibilities.
      Without
      limiting the generality of the foregoing, the JSC shall have the following
      responsibilities:

     

    (a) overseeing
      the JDC’s performance of its responsibilities, the JFC’s performance of its
      responsibilities and the JMC’s performance of its responsibilities;

     

    (b) reviewing
      data, reports or other information submitted to it by the JDC, JMC and JFC
      from
      time to time;

     

    (c) resolving
      all JDC, JMC or JFC matters that are referred to the JSC for
      resolution;

     

    (d) making
      such other decisions as may be delegated to the JSC pursuant to this Agreement
      or by mutual written agreement of the Parties after the Effective Date;
      and

     

    (e) the
      JSC
      will meet in accordance with Section 2.1.3 for the purpose of (i) serving as
      a
      forum for Biotest and/or ImmunoGen, as applicable, to update each other as
      to
      Development and Commercialization progress with respect to Licensed Products,
      including monitoring the progress of the Development of each Licensed Product
      in
      accordance with the Development Plan and the Commercialization of each
      Co-Developed Product in accordance with the applicable Co-Development Marketing
      and Sales Plan and reviewing each annual update to each Co-Development Marketing
      and Sales Plan; and (ii) resolving any matters that require a Unanimous
      Decision. At
      each
      such
      meeting of the JSC the members of Biotest on the JSC shall provide an update
      as
      to Biotest’s general strategy for the Development and Commercialization of each
      Licensed Product in the Field to the extent applicable. In the event ImmunoGen
      exercises
      a
      Co-Development Option,
      the
      members of Biotest and ImmunoGen on the JSC shall provide (i) an

     


    
      
        
        

      

      
        22

          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.

        

        
          

        

      

      
        
        

      

    

     

    update
      as
      to the Co-Promotion strategy for the Development and Commercialization of each
      Co-Developed Product in the Field set forth in the Co-Development Plan and/or
      Co-Development Marketing and Sales Plan (ii) an update concerning the
      anticipated timelines on a region-by-region basis for the Development of each
      Co-Developed Product and Regulatory Filings with respect thereto in the Field
      in
      the Territory, (iii) an update concerning the anticipated timelines on a
      region-by-region basis for the commercial launch of each Co-Developed Product
      and (iv) sales forecast guidance for each Co-Developed Product in the Field
      in
      the Territory; provided, that, in proving such update, the members of Biotest
      on
      the JSC shall be entitled to omit discussion of Confidential Information of
      Biotest that Biotest reasonably determines to be materially sensitive. If there
      is a material change in such timelines or guidance after any such meeting,
      Biotest will endeavor to notify ImmunoGen thereof through the convenience of
      a
      special meeting of the JSC.

     

    2.1.5 Interests
      of the Parties.
      Notwithstanding any other provisions of this Agreement, all decisions made
      and
      all actions taken by the JSC shall be made or taken in the best interest of
      the
      Collaboration.

     

    2.1.6 Dispute
      Resolution.
      The JSC
      members shall use reasonable efforts to reach agreement on any and all matters.
      In the event that, despite such reasonable efforts, agreement on a particular
      matter cannot be reached by the JSC within ten (10) days after the JSC first
      meets to consider such matter or such later date as may be mutually agreed
      to by
      the Parties (each such matter, a “Disputed Matter”), then, if the Disputed
      Matter does not involve a Unanimous Decision, a Biotest Decision or an ImmunoGen
      Decision, the Chairman of the JSC shall have the right to make the final
      decision on such Disputed Matter, but shall only exercise such right in good
      faith after full consideration of the positions of both Parties. Notwithstanding
      the foregoing, (a) if the Disputed Matter involves an ImmunoGen Decision, one
      of
      the ImmunoGen members of the JSC shall have the right to make the final decision
      on such Disputed Matter, but shall only exercise such right in good faith after
      full consideration of the positions of both Parties, (b) if the Disputed Matter
      involves a Biotest Decision, one of the Biotest members of the JSC shall have
      the right to make the final decision on such Disputed Matter, but shall only
      exercise such right in good faith after full consideration of the positions
      of
      both Parties, and (c) if the Disputed Matter involves a Unanimous Decision,
      the
      Disputed Matter shall be referred to the Designated Senior Officer of each
      Party, who shall promptly initiate discussions in good faith to resolve the
      Disputed Matter. If the Disputed Matter is not resolved by such Designated
      Senior Officers within the first to occur of (i) ten (10) days after the date
      the Designated Senior Officers first met to consider such Disputed Matter or
      such later date as may be mutually agreed to by the Parties or (ii) thirty
      (30)
      days after the date the JSC first met to consider such Disputed Matter or such
      later date as may be mutually acceptable to the Parties, the Disputed Matter
      shall be resolved in accordance with Section 14.1. In addition, if the Disputed
      Matter involves determining whether a patent application should be filed with
      respect to a Program Invention and/or the jurisdictions
      in which
      it will be filed, subject to Section 10.1.4, the Party whose Program Invention
      is involved shall have the right to make the final decision on such Disputed
      Matter.

     

    


    
      	 	
              2.2

            	
              Joint
                Development Committee. 

            


    

     


    
      
        
        

      

      
        23

          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.

        

        
          

        

      

      
        
        

      

    

            

    2.2.1
Establishment.
The
JDC
      shall be established as
      soon as practicable following the execution of the Agreement by ImmunoGen and
      Biotest but
      in any case within fourteen (14) days following the Effective Date. The JDC
      shall have and perform the responsibilities set forth in Section 2.2.4.


     

    2.2.2 Membership.
      Each of
      ImmunoGen and Biotest shall designate an equal (not less than two (2)) number
      of
      representatives to the JDC (which may be employees of, or consultants to, such
      Party). Unless otherwise agreed by the Parties, one of Biotest’s representatives
      shall be designated by Biotest as the Chairman of the JDC. Each Party shall
      have
      the right at any time to substitute individuals, on a permanent or temporary
      basis, for any of its previously designated representatives to the JDC by giving
      written notice to the other Party. 

     

    2.2.3 Meetings.

    


    (a) Schedule
      of Meetings; Agenda.
      The JDC
      shall establish a schedule of times for regular quarterly meetings, taking
      into
      account, without limitation, the planning needs of the Research Program and
      the
      responsibilities of the JDC. In addition, special meetings may be convened
      by
      any member of the JDC upon thirty (30) days (or, if such meeting is proposed
      to
      be conducted by teleconference, upon ten (10) days) written notice to the other
      members; provided that (i) notice of any such special meeting may be waived
      at
      any time, either before or after such meeting and (ii) attendance of any member
      at a special meeting shall constitute a valid waiver of notice from such member.
      In no event shall the JDC meet less frequently than four (4) times in each
      Calendar Year. Regular and special meetings of the JDC may be held in person
      or
      by teleconference or videoconference; provided that meetings held in person
      shall alternate between the respective offices of the Parties in Cambridge,
      Massachusetts and Dreieich, Germany or such other locations mutually agreeable
      to the JDC members. The Chairman shall have the responsibility for preparing
      and
      circulating to each JDC member an agenda for each JDC meeting not later than
      one
      (1) week prior to such meeting.

     

    (b) Quorum;
      Voting; Decisions.
      At each
      JDC meeting, (i) the presence in person of at least one
      (1)
      member designated by each Party shall constitute a quorum and (ii) each member
      who is present shall have one vote on all matters before the JDC at such
      meeting. All decisions of the JDC, other than Unanimous Decisions, Biotest
      Decisions and ImmunoGen Decisions, shall be made by majority vote; provided,
      that, any member designated by a Party shall have the right to cast the votes
      of
      any of such Party’s members on the JDC who are absent from the meeting.
      Alternatively, the JDC may act by written consent signed by at least one (1)
      member designated
      by each Party. All decisions of the JDC that involve Unanimous Decisions shall
      be made by vote of all members of the JDC. Whenever any action by the JDC is
      called for hereunder during a time period in which the JDC is not scheduled
      to
      meet, the Chairman shall cause the JDC to take the action in the requested
      time
      period by calling a special meeting or by circulating a written consent.
      Representatives of each Party or of its Affiliates who are not members of the
      JDC (including, without limitation, the Patent Coordinators) may attend JDC
      meetings as non-voting observers. In the event that the JDC is unable to resolve
      any matter before it, such matter shall be resolved in accordance with Section
      2.2.6.

     


    
      
        
        

      

      
        24

          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.

        

        
          

        

      

      
        
        

      

    


    (c) Minutes.
      The JDC
      shall keep minutes of its meetings that record all decisions and all actions
      recommended or taken in reasonable detail. Drafts of the minutes shall be
      prepared and circulated to the members of the JDC within a reasonable time
      after
      the meeting, not to exceed [***] ([***]) business days, and the Parties shall
      alternate responsibility for the preparation and circulation of draft minutes.
      Each member of the JDC shall have the opportunity to provide comments on the
      draft minutes. Draft minutes shall be approved, disapproved and revised as
      necessary at the next JDC meeting. Upon approval, final minutes of each meeting
      shall be circulated to the members of the JDC by the Chairman.

     

    (d) Expenses.
      ImmunoGen and Biotest shall each bear all expenses of their respective JDC
      representatives related to their participation on the JDC and attendance at
      JDC
      meetings.

     

    2.2.4 Responsibilities.
      The JDC
      shall be responsible for overseeing the conduct and progress of the Research
      Program and the Development of Licensed Products. Without
      limiting the generality of the foregoing, during the Research Program term,
      the
      JDC shall have the following responsibilities: 

     

    (a) making
      proposals with respect to and directing the preparation by the Parties of,
      the
      Research Plan, the Development Plan and the Co-Development Plan; and discussing
      and determining whether and which new indications in which territories shall
      be
      pursued under each Development Plan and/or Co-Development Plan;

     

    (b) in
      consultation with the Patent Coordinators, determining the patent applications
      to be filed with respect to Program Inventions;

     

    (c) monitoring
      the progress under the Research Plan, the Development Plan, the Pivotal
      MAY Compound
      Process Development Plan
      and the
      Co-Development Plan and of each Party’s activities thereunder;

     

    (d) providing
      a forum for consensual decision making with respect to the Research Program
      and
      the Development Plan and the Co-Development Plan;

     

    (e) reviewing
      and circulating to the Parties data, reports or other information submitted
      by
      either Party with respect to work conducted under the Research Program and
      the
      Development Plan and the Co-Development Plan;

     

    (f) providing
      a forum for the exchange of ImmunoGen Technology necessary for a Third Party
      to
      manufacture Preclinical Materials and Clinical Materials under this
      Agreement;

     

    (g) making
      such other decisions as may be delegated to the JDC pursuant to this Agreement
      or by mutual written agreement of the Parties after the Effective Date;
      and

     

    (h) to
      the
      extent reasonably necessary, reviewing invoices issued by ImmunoGen to Biotest
      for work performed in the conduct of ImmunoGen Activities, such review may
      result in an approval or a credit note, as applicable.

     


    
      
        
        

      

      
        25

          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.

        

        
          

        

      

      
        
        

      

    

     

    2.2.5 Interests
      of the Parties.
      Notwithstanding any other provisions of this Agreement, all decisions made
      and
      all actions taken by the JDC shall be made or taken in the best interest of
      the
      Collaboration.

     

    2.2.6 Dispute
      Resolution.
      The JDC
      members shall use reasonable efforts to reach agreement on any and all matters.
      The JDC shall be operated by consensus;
      provided, that, prior to ImmunoGen’s exercise of a Co-Development
      Option
      in the
      event that,
      despite such reasonable efforts, agreement
      on a particular matter cannot be reached by the JDC, the judgment
      of the
      Biotest Chairman shall be determinative. Provided
      that ImmunoGen has exercised a Co-Development Option, in the event that, despite
      such reasonable efforts, agreement on a particular matter regarding the
      Co-Developed Product in the Co-Development Territory cannot be reached by the
      JDC within ten (10) days after the JDC first meets to consider such matter,
      then
      the matter shall be referred to the JSC for resolution pursuant to Section
      2.1.6. With
      respect to the Development of
      Biotest
      Products in
      the
      Territory
      and/or
      Co-Developed Products outside the Co-Development Territory,
      the
      judgment
      of the
      Biotest Chairman shall be determinative.

     

     

    
      	 	
              2.3

            	
              Alliance
                Managers. 

            


    

     

    2.3.1 Appointment.
      Each
      Party shall appoint a person who shall oversee contact between the Parties
      for
      all matters related to the research and Development of Licensed Products between
      meetings of the JDC and the JSC (each, an “Alliance Manager”). The Alliance
      Managers shall have the right to attend all meetings of the JSC, JDC, the JFC
      and the JMC, as the case may be, as non-voting participants and may bring to
      the
      attention of the JSC, JDC, the JFC and the JMC, as the case may be, any matters
      or issues either of them reasonably believes should be discussed and shall
      have
      such other responsibilities as the Parties may mutually agree in writing. Each
      Party may replace its Alliance Manager at any time by notice in writing to
      the
      other Party. 

     

    2.3.2 Responsibilities.
      The
      Alliance Managers shall have the responsibility of creating and maintaining
      a
      constructive work environment within the JSC, JDC, the JFC and the JMC, as
      the
      case may be, and between the Parties for all matters related to the
      Collaboration. Without limiting the generality of the foregoing, such Alliance
      Managers shall:

     

    (a) identify
      and bring to the attention of the JSC, as applicable, any disputes arising
      between the Parties related to the Collaboration in a timely manner, including
      without limitation any asserted occurrence of a material breach by a Party,
      and
      function as the point of first referral in the resolution of each
      dispute;

     

    (b) provide
      a
      single point of communication for seeking consensus within the Parties’
respective organizations and between the Parties with respect to the
      Collaboration;

     

    (c) plan
      and
      coordinate cooperative efforts and internal and external communications between
      the Parties with respect to the Collaboration; and

     


    
      
        
        

      

      
        26

          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.

        

        
          

        

      

      
        
        

      

    


    (d) take
      such
      steps as may be required to ensure that meetings of the JSC, JDC, the JFC and
      the JMC, as the case may be, occur as set forth in the Agreement, that
      procedures are followed with respect to such meetings (including, without
      limitation, the giving of proper notice and the preparation and approval of
      minutes) and that relevant action items resulting from such meetings are
      appropriately carried out or otherwise addressed. 

     

    
      	 	
              2.4

            	
              Joint
                Finance Committee. 

            


    

     

    2.4.1 Establishment.
      As soon
      as practicable following the exercise by ImmunoGen of a Co-Development Option
      with respect to a Co-Developed Product in accordance with Section 5.1.1,
      ImmunoGen and Biotest will establish the Joint Finance Committee. The JFC shall
      have and perform the responsibilities set forth in Section 2.4.4.

     

    2.4.2 Membership.
      Each
      Party shall designate, in its sole discretion, up to two (2) members to the
      JFC
      (which member may be an employee of, or consultant to, such Party). Each Party
      shall have the right at any time to substitute any individual, on a permanent
      or
      temporary basis, for its previously designated representative to the JFC by
      giving written notice to the other Party. 

     

    2.4.3 Meetings.
      

     

     
      (a) Schedule
      of Meetings.
      The JFC
      shall establish a schedule of times for regular meetings, taking into account,
      without limitation, the need to review Co-Development Costs incurred by the
      Parties and the Net Income received with respect to Co-Developed Products.
      Meetings of the JFC may be held in person or by teleconference or
      videoconference; provided that meetings held in person shall alternate between
      the respective offices of the Parties. 

     

    (b) Voting;
      Decisions.
      At each
      JFC meeting, (i) the presence in person of at least one
      (1)
      member designated by each Party shall constitute a quorum and (ii) each member
      who is present shall have one vote on all matters before the JFC at such
      meeting. All decisions of the JFC related to Co-Developed Products in the
      Co-Development Territory shall be made by majority vote; provided, that, any
      member designated by a Party shall have the right to cast the votes of any
      of
      such Party’s members on the JFC who are absent from the meeting. Alternatively,
      the JFC may act by written consent signed by at least one (1) member designated
      by each Party. In the event that the JFC is unable to resolve any matter before
      it, such matter shall be referred to the JSC to be resolved in accordance with
      Section 2.1.6.

     

    (c) Minutes.
      The JFC
      shall keep minutes of its meetings that record all decisions and all actions
      recommended or taken in reasonable detail. Drafts of the minutes shall be
      prepared and circulated to the members of the JFC within a reasonable time
      after
      the meeting, not to exceed [***] ([***]) business days, and the Parties shall
      alternate responsibility for the preparation and circulation of draft minutes.
      Each member of the JFC shall have the opportunity to provide comments on the
      draft minutes. The minutes shall be approved, disapproved and revised as
      necessary at the next JFC meeting.

     

    (d) Expenses.
      ImmunoGen and Biotest shall each bear all expenses of their respective JFC
      members related to their participation on the JFC and attendance at JFC
      meetings. 

     


    
      
        
        

      

      
        27

          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.

        

        
          

        

      

      
        
        

      

    


    2.4.4 Responsibilities.
      The JFC shall be
      responsible for (a) monitoring the activities of, and reconciling issues
      between, the Parties with respect to the Parties’ respective share of
      Co-Development Costs, Co-Promotion costs and Net Income with respect to
      Co-Developed Products in the Co-Development Territory and the Co-Promotion
      Percentage, (b) preparing ongoing rolling forecasts for each Calendar Quarter
      with respect to all Co-Development Costs and Net Income of Co-Developed Products
      in the Co-Development Territory, (c) determining the FTE rate
      applicable
      to the
      performance by ImmunoGen of ImmunoGen’s activities and by Biotest of Biotest’s
      activities after the exercise of a Co-Development Option and/or with
      respect to
      Representatives used by the Parties in Co-Promoting each Co-Developed Product;
      and (d) making such other decisions as may be delegated to the JFC by mutual
      agreement of the Parties after the Effective Date.

     

    
      	 	
              2.5

            	
              Joint
                Marketing Committee.

            


    

     

    2.5.1 Establishment.
      As soon
      as practicable following the exercise by ImmunoGen of a Co-Development Option
      with respect to a Co-Developed Product in accordance with Section 5.1.1,
      ImmunoGen and Biotest shall establish the Joint Marketing Committee which shall
      have and perform the responsibilities set forth in Section 2.5.4. 

     

    2.5.2 Membership.
      Each
      Party shall designate, in its sole discretion, not less than two (2) members
      to
      the JMC (which members may be employees or consultants of such Party). Unless
      otherwise agreed by the Parties, one of Biotest’s designees shall be designated
      by Biotest as the Chairman. Each Party shall have the right at any time to
      substitute individuals, on a permanent or temporary basis, for any of its
      previously designated representatives to the JMC by giving written notice to
      the
      other Party.

     

    2.5.3 Meetings.

     

    (a) Schedule
      of Meetings; Agenda.
      The JMC
      shall establish a schedule of times for regular meetings, taking into account,
      without limitation, the planning needs for the Co-Developed Products and its
      responsibilities. If formed, in no event shall the JMC meet less frequently
      than
      four (4) times per Calendar Year. Regular and special meetings of the JMC may
      be
      held in person or by teleconference or videoconference; provided, that, meetings
      held in person shall alternate between the respective offices of the Parties.
      The Chairman shall prepare and circulate to each JMC member an agenda for each
      JMC meeting not later than one (1) week prior to each meeting. 

     

    (b) Quorum;
      Voting; Decisions.
      At each
      JMC meeting, (i) the presence in person of at least one (1) member designated
      by
      each Party shall constitute a quorum and (ii) each member designated by each
      Party who is present shall have one vote on all matters before the JMC at such
      meeting. All decisions of the JMC other than Unanimous Decisions, Biotest
      Decisions and ImmunoGen Decisions shall be made by majority vote; provided,
      that, any member designated by a Party shall have the right to cast the votes
      of
      any of such Party’s members on the JMC who are absent from the meeting.
      Alternatively, the JMC may act by written consent signed by at least one (1)
      member designated by each Party. All decisions of the JMC that involve Unanimous
      Decisions shall be made by vote of all members of the JMC. Whenever any action
      by the JMC is called for hereunder during a time period in which the JMC is
      not
      scheduled to meet, the Chairman shall cause the JMC to take the action in the
      requested time period by calling a special meeting or by circulating a written
      consent. Representatives of each
      Party
      or of its Affiliates who are not members of the JMC may attend JMC meetings
      as
      non-voting observers. 

     


    
      
        
        

      

      
        28

          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.

        

        
          

        

      

      
        
        

      

    


     

    (c) Expenses.
      ImmunoGen and Biotest shall bear all the expenses of their respective JMC
      members related to their participation on the JMC and attendance at JMC
      meetings.

     

    2.5.4 Responsibilities.
      The JMC
      shall be responsible for overseeing the Co-Promotion of Co-Developed Products
      in
      the Co-Development Territory. Without limiting the generality of the foregoing,
      the JMC shall have the following responsibilities:

     

    (a) preparing
      or directing the preparation of a Co-Development Marketing and Sales Plan
      containing a Co-Promotion Plan and a brand plan for each Co-Developed Product
      in
      the Co-Development Territory, such Plan to include allocation of
      responsibilities for Commercialization activities;

     

    (b) reviewing
      and approving all Additional Co-Promotion Activities to be conducted by either
      Party pursuant to Section 5.7;

     

    (c) preparing
      short-term and long-term sales forecasts for Co-Developed Products in the
      Co-Development Territory;

     

    (d) presenting
      sales forecasts and the results of all Co-Promotion efforts in the
      Co-Development Territory to the JSC as needed, but no less often than four
      (4)
      times per Calendar Year; 

     

    (e) coordinating
      the Detailing efforts of both Parties in the Co-Development Territory with
      respect to Co-Developed Products;

     

    (f) overseeing
      all recalls, market withdrawals and any other corrective actions related to
      Co-Developed Products in the Co-Development Territory; 

     

    (g) receiving
      and providing to the Parties sales reports pertaining to Co-Developed Products
      in the Co-Development Territory; 

     

    (h) consulting
      the Parties in the selection of Third Parties to be engaged by either Party
      to
      provide Representatives to Co-Promote Co-Developed Products in the
      Co-Development Territory; and

     

    (i) performing
      such activities as may be delegated to the JMC pursuant to this Agreement,
      or by
      mutual written agreement of the Parties after the Effective Date.

     

    2.5.5 Dispute
      Resolution.
      The
      JMC
      members shall use reasonable efforts to reach agreement on any and all matters.
      In the event that, despite such reasonable efforts, agreement on a particular
      matter cannot be reached by the JMC within ten (10) days after the JMC first
      meets to consider such matter, then the matter shall be referred to the JSC
      for
      resolution pursuant to Section 2.1.6.

     

    
      3. RESEARCH
        PROGRAM

       

      3.1 Objectives
        of the Research Program.
        The
        objective of the Research Program shall be the identification of one or more
        Licensed Products suitable for further Development and
        Commercialization. 

    


    
      
         

        
        

      

      
        29

          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.

        

        
          

        

      

      
        
        

      

    

    


    3.2 Research
      Plan.
      The JDC
      shall create a Research Plan to,
      among
      other things,
      enable
      selection of the best Anti-[***] Antibody-MAY Conjugate for further
      Development
      and to
      conduct initial research activities with respect to such conjugate, including
      basic process development, prior to the initiation of formal Development
      activities. For
      each
      Contract Year during the conduct of the Research Program commencing with the
      second Contract Year, the Research Plan shall be amended and updated by the
      Parties, which amendments and updates shall be submitted to and approved by
      the
      JDC in accordance with Section 2.2.4. Each such amendment shall: (a) set forth
      (i) the research objectives and activities to be performed for the Contract
      Year
      covered by the update with reasonable specificity; (ii) the Party that shall
      be
      responsible for performing such activities; (iii) a timeline for such
      activities; and (iv) with respect to ImmunoGen Activities, the number of FTEs
      estimated to be required to perform such ImmunoGen Activities; and (b) be
      consistent with the terms of this Agreement.

    


    3.3 Conduct
      of Research Program.
      In
      consultation with the JDC and in accordance with the objectives of the Research
      Program, each Party shall be primarily responsible for those tasks and
      obligations in connection with the Research Program that are assigned to it
      pursuant to this Section 3.3 and in the Research Plan. Without limiting the
      foregoing, the Parties hereby agree as follows:

     

    (a) Biotest
      Activities Under Research Program.
      Subject
      to ImmunoGen’s obligations to conduct ImmunoGen Activities and/or to supply
      Research Materials pursuant to Section 3.3(b)(ii) and Preclinical Materials
      and
      Clinical Materials in accordance with Section 4.5.2, Biotest shall have the
      sole
      right and responsibility for all aspects related to the research and early
      stage
      Development of Licensed Products, including without limitation (i) making all
      strategic and tactical decisions with respect thereto; (ii) assessing
      alternative product designs; (iii) the selection of the Antibody, Linker and
      MAY
      Compound to be used in each Licensed Product; (iv) the conduct of, at its sole
      cost and expense, all preclinical and IND-enabling studies (including toxicology
      testing) with respect to any Licensed Product so selected.

     

    (b) ImmunoGen
      Activities under the Research Program.
      

     

    (i) In
      General.
      Notwithstanding anything to the contrary in Section 3.3(a), ImmunoGen will
      undertake (A) any ImmunoGen Activities set forth in the Research Plan, subject
      to the payment by Biotest of the consideration set forth in Section 6.2 and
      (B)
      any other basic research activities that ImmunoGen determines, in its sole
      discretion and [***] [***] [***] [***], are necessary in order to successfully
      apply ImmunoGen Technology to the research of
      Licensed Products. 

     

    (ii) Supply
      of Research Materials.
      Upon
      Biotest’s written request, ImmunoGen will supply Biotest with such quantities of
      Research Materials as may be reasonably required by Biotest in order to conduct
      research relating to Licensed Products. To the extent that Biotest requests
      that
      ImmunoGen provide such Research Materials, Biotest shall order all

     


    
      
        
        

      

      
        30

          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.

        

        
          

        

      

      
        
        

      

    

     

    amounts
      of
      Research Materials, and ImmunoGen shall deliver all such ordered amounts, in
      accordance with advance ordering timeframes and delivery timeframes and
      specifications to be agreed upon by the Parties. ImmunoGen shall use
      commercially reasonable efforts to deliver to Biotest such amounts of Research
      Materials as are ordered by Biotest in accordance with the foregoing (including
      such agreed upon timeframes) in a timely manner. ImmunoGen’s price to supply
      Research Materials to Biotest shall equal ImmunoGen’s cost of materials plus its
      manufacturing costs [***] [***]
      [***] [***] [***].

     

    3.4 Diligence.
      Each
      Party shall use commercially reasonable efforts to perform its respective
      obligations under the Research Program in accordance with the Research Plan
      and
      shall commit such resources as are specified in the Research Plan as may be
      necessary to conduct its activities set forth therein in a timely fashion.
      Without limiting the foregoing, Biotest and ImmunoGen shall commit such
      scientific resources, including, but not limited to consultants, facilities,
      equipment, and Proprietary Materials, as are necessary and commercially
      reasonable to achieve the objectives of the Research Program.

    


    3.5 Compliance.
      Each
      Party shall perform its obligations under the Research Plan in good scientific
      manner and in compliance in all material respects with all Applicable Laws;
      provided that, for purposes of clarity, (a)
      with
      respect to each activity performed under the Research Plan that will or could
      reasonably be expected to be submitted to a Regulatory Authority in support
      of a
      Regulatory Filing in the United States, the Party performing such activity
      shall
      comply in all material respects with the regulations and guidance of the FDA
      that
      constitute Good Laboratory Practice or Good Manufacturing Practice, in each
      case as
      applicable; (b)
      to the
      extent Biotest wishes ImmunoGen to comply with the regulations or guidance
      of
      any Regulatory Authority outside the United States (including any
      International Conference on Harmonization (ICH) guidance),
      Biotest
      shall provide ImmunoGen with written notice which shall identify such
      regulations or guidance, and ImmunoGen shall confirm in writing whether it
      agrees to comply with same within [***] ([***]) business days of its receipt
      of
      such notice;
      and (c)
      to the extent Biotest wishes ImmunoGen to comply with the regulations or
      guidance of any Regulatory Authority outside the United States (including
      any
      ICH
      guidance) and ImmunoGen agrees to comply with such regulations or guidance,
      ImmunoGen agrees to be inspected after prior written notice by Biotest and
      competent foreign Regulatory Authority to allow for a Regulatory Filing outside
      the United States. Each Party shall be solely responsible for paying the
      salaries and benefits of its employees and consultants conducting its activities
      under the Research Plan.

    


    3.5.1 Cooperation.
      Scientists at ImmunoGen and Biotest shall cooperate in the performance of the
      Research Program and, subject to the terms of this Agreement and any
      confidentiality obligations to Third Parties, shall exchange such data,
      information and materials as is reasonably necessary for the other Party to
      perform its obligations under the Research Plan.

     


    
      
        
        

      

      
        31

          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.

        

        
          

        

      

      
        
        

      

    


    3.6 Records.

     

    3.6.1 Record
      Keeping.
      

    


    (a) Records.
      Each
      Party shall maintain records of its activities under the Research Program in
      sufficient detail, in good scientific manner and otherwise in a manner that
      reflects all work done and results achieved in the performance of the Research
      Program. 

     

    (b) Record
      Keeping Policies.
      Without
      limiting the generality of Section 3.6.1(a), each Party agrees to maintain
      a
      policy that requires its employees and consultants to record and maintain all
      data and information developed during the Research Program in a manner designed
      to enable the Parties to use such records to establish the earliest date of
      invention or reduction to practice. At a minimum, the policy shall require
      such
      individuals to record such data and information by them in standard laboratory
      notebooks that are dated and corroborated by non-inventors on a regular,
      contemporaneous basis. 

     

    3.7 Reports.
      At each
      meeting of the JDC, the Parties shall update the JDC as to such Party’s efforts
      under the Research Program and shall present to the JDC all data and results
      generated from such efforts. The JDC may decide, from time to time, to cause
      the
      Research Plan to be updated to reflect changes in the research activities
      performed by each Party under the Research Plan.  

     

    3.8 Supply
      of Proprietary Materials.
      From time
      to time during the Term, either Party (the “transferring Party”) may supply the
      other Party (the “recipient Party”) with Proprietary Materials of the
      transferring Party for use in the Research Program. In connection therewith,
      each recipient Party hereby agrees that (a) it shall not use such Proprietary
      Materials for any purpose other than exercising its rights or performing its
      obligations hereunder; (b) it shall use such Proprietary Materials only in
      compliance with all Applicable Laws; (c) it shall not transfer any such
      Proprietary Materials to any Third Party without the prior written consent
      of
      the transferring Party, except as expressly permitted hereby or
      as
      otherwise permitted under the Existing Agreements;
      (d) the
      recipient Party shall not acquire any right, title or interest in or to such
      Proprietary Materials as a result of such supply by the transferring Party;
      (e)
      the recipient Party shall, if and as instructed by the Party, either destroy
      or
      return any such Proprietary Materials that are not the subject of the grant
      of a
      continuing license hereunder; and (f) to the extent ImmunoGen is the
      transferring Party, upon Biotest’s request, ImmunoGen shall provide Biotest with
      supply safety data sheets and instructions for use, waste management,
      transportation, packaging and labeling of ImmunoGen Materials.

     

    


    4. DEVELOPMENT
      AND COMMERCIALIZATION

     

    
      	 	
              4.1

            	
              Responsibility;
                Preparation
                of Plans.

            


    

     

    4.1.1 Development
      Plans.
      Until the
      exercise of a Co-Development Option for a Licensed Product, Biotest will be
      solely responsible for conducting the Development
      of
      Licensed Products. As
      soon as
      practicable after the identification in the Research Program of each Licensed
      Product for further Development, the Parties shall jointly prepare and submit
      to
      the


    
      
        
        

      

      
        32

          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.

        

        
          

        

      

      
        
        

      

    

     

    JDC
      for
      approval a Development Plan covering the activities to be carried out over
      each
      Contract Year which shall: (a) set forth (i) the Development objectives and
      activities to be performed for each Contract Year period covered by the
      Development Plan with reasonable specificity, broken down by Calendar Quarters,
      (ii) the Party that shall be responsible for performing such activities, and
      (iii) a timeline for such activities; and (b) be consistent with the other
      terms
      of this Agreement. ImmunoGen will undertake the ImmunoGen Activities set forth
      in the Development Plan, subject to the payment by Biotest of the consideration
      set forth in Section 6.2. The Parties shall discuss at meetings of the JDC
      the scope
      of,
      and the expenditures for, any process development activities planned by either
      Party after the Effective Date for pivotal MAY Compounds, which discussions
      shall be included in the minutes of the applicable JDC meeting (the portion
      of
      such minutes, the “Pivotal MAY Compound Process Development Plan”), taking into
      account Pivotal MAY Compound Process Development activities of Third Parties,
      covering
      the activities to be carried out over each Contract Year including: (a) the
      process development objectives and activities to be performed for each Contract
      Year period with reasonable specificity, broken down by Calendar Quarters,
      (b)
      the Party that shall be responsible for performing such activities, and (c)
      a
      timeline for such activities. The Pivotal
      MAY Compound
      Process Development Plan shall include the Pivotal MAY Compound Process
      Development Costs approved by the JDC as provided in Section 1.113. 

    


    4.1.2 Marketing
      and Sales Plans.
       Until
      such time
      as ImmunoGen
      has exercised a Co-Development Option, (a) Biotest
      shall be solely responsible for all activities and associated costs related
      to
      the worldwide marketing and
      sales of
      Licensed Products
      and (b)
      decisions
      regarding
      marketing and sales will be made solely by Biotest. 

    


    4.1.3 Manufacturing
      Plan.
      Biotest
      shall be solely responsible for the manufacture of Biotest Products in the
      Territory and Co-Developed Products in the Biotest Territory. The Parties shall
      prepare and provide to the JDC for its review and approval a Manufacturing
      Plan
      that specifies which manufacturer of MAY Compounds and Anti-[***] Antibody-MAY
      Conjugates are to be used for Biotest Products and/or Co-Developed Products
      and/or Preclinical Materials and/or Clinical Materials, which Manufacturing
      Plan
      shall be updated by the Parties and reviewed and approved by the JDC each
      Contract Year during the Term following the JDC’s approval of the initial
      Manufacturing Plan.
      Each
      update to the Manufacturing Plan shall: (a) set forth (i) the manufacturing
      scale-up, formulation and filling requirements for each Biotest Product and/or
      Co-Developed Product to be performed for the Contract Year covered by the
      Manufacturing Plan with reasonable specificity, (ii) a timeline and budget
      for
      such activities, (iii) the objectives and activities to be performed for each
      Contract Year period covered by the Manufacturing Plan with reasonable
      specificity, (iv) the Party that shall be responsible for performing such
      activities, (v) the estimated expenses covering the activities associated with
      the Manufacturing Plan; and (b) be consistent with the other terms of this
      Agreement. The JDC members shall use reasonable efforts to reach agreement
      on
      manufacturing issues. In the event that, despite such reasonable efforts,
      agreement on a particular matter cannot be reached by the JDC, the judgment
      of the
      Biotest Chairman shall be determinative. If the JDC requests that ImmunoGen
      manufacture Preclinical Materials and/or Clinical Materials, then the
judgment
      of the
      ImmunoGen representatives on the JDC shall be determinative. 

     

    4.2 Biotest
      Products.
      Subject
      to Section
      5, Biotest
      shall have the
      sole right and responsibility, at its sole cost and expense, for all aspects
      of
      the Development and Commercialization of Biotest Products in accordance with
      the
      applicable Development Plan in the Field in the Territory, including, without
      limitation, the conduct of (a) all activities relating to the manufacture and
      supply of Biotest Products in the Territory, and (b) all marketing, promotion,
      sales, distribution, import and export activities (including securing
      reimbursement, sales and marketing and conducting any post-marketing trials
      or
      databases and post-marketing safety surveillance) with respect to Biotest
      Products in the Territory. Without limiting the generality of the foregoing,
      Biotest shall have the sole right and responsibility, at its sole expense,
      (a)
      for the conduct of: (i) all activities related to human clinical trials
      (including, to the extent conducted, Phase IV clinical trials); (ii) all
      activities relating to the 


    
      
        
        

      

      
        33

          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.

        

        
          

        

      

      
        
        

      

    


    manufacture
      and supply of
      Biotest Products (including all required process development and scale up work
      with respect thereto) in the Territory; and (iii) all pre-marketing, marketing,
      promotion, sales, distribution, import and export activities (including securing
      reimbursement, sales and marketing and conducting any post-marketing trials
      or
      databases and post-marketing safety surveillance); (b) making all Regulatory
      Filings for Biotest Products and filing all Drug Approval Applications and
      otherwise seeking all Regulatory Approvals for Biotest Products in the
      Territory, as well as all correspondence and communications with Regulatory
      Authorities regarding such matters, and (c) reporting of all Adverse Events
      to
      Regulatory Authorities for Biotest Products within the Territory if and to
      the
      extent required by Applicable Laws. 

    


    4.3 Commercialization
      Diligence.
      Biotest
      shall use Commercially Reasonable Efforts during the Term to Develop and to
      Commercialize Biotest Products in the Field and in the Territory. Without
      limiting the foregoing, Biotest shall, itself or through one or more
      Sublicensees,
      seek
      Regulatory Approvals for, and Commercialize, each Biotest Product in such
      countries of the Territory that Biotest, in its commercially reasonable
judgment,
      deems
      appropriate. If ImmunoGen at any time reasonably believes that Biotest is not
      meeting its diligence obligations pursuant to this Section 4.3, ImmunoGen may
      give, in the form of detailed reasons, written notice to Biotest requesting
      written justification, in the form of detailed reasons, that would support
      the
      proposition that Biotest is meeting such diligence obligations. In such event,
      Biotest shall provide such written justification to ImmunoGen within thirty
      (30)
      days after such notice is given. In the event that Biotest does not reasonably
      justify that it is meeting its diligence obligations pursuant to this Section
      4.3 within such thirty (30) day period, then, to the extent such failure to
      meet
      its diligence obligations constitutes a material breach of this Agreement,
      ImmunoGen shall have the right, in its sole discretion, to exercise its rights
      under Section 11.2.1 or any or all other rights or remedies that it may have
      under this Agreement, at law or in equity. 

     

    4.4 Compliance. 

     

    4.4.1 In
      General.
      Biotest
      and/or ImmunoGen, as applicable, shall each perform their respective obligations
      under each Development Plan and Manufacturing Plan in good scientific and
      business manner and in compliance in all material respects with all Applicable
      Laws provided that, for purposes of clarity, with respect to each activity
      performed under the Development Plan and Manufacturing Plan that will or would
      reasonably be expected to be submitted to a Regulatory Authority in support
      of a
      Regulatory Filing or Drug Approval Application, Biotest and/or ImmunoGen, as
      applicable, shall each comply in all material


    
      
        
        

      

      
        34

          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.

        

        
          

        

      

      
        
        

      

    

     

    respects,
      in the Territory, with the regulations and guidance of the relevant authorities
      in the Territory, e.g.,
      the FDA
      or the EMEA, that constitute GLP, GMP or GCP (or, if and as appropriate under
      the circumstances, ICH guidance or other comparable regulation and guidance
      of
      any Regulatory Authority in any country or region in the Territory).


    


    4.4.2 Regulatory
      Obligations.
      Biotest
      agrees, with respect to each Licensed Product, (a) prior to the Initiation
      of
      each clinical trial through and including any Phase IIb Clinical Trial, to
      carry
      out a pre-IND meeting with the applicable Regulatory Authority; (b) to file
      an
      IND in the United States prior to the Initiation of the first
      Phase I
      Clinical Trial
      in the
      United States; and (c) on and after such filing of the IND in the United States,
      to fulfill at least the requirements specified by the FDA for first
      Phase I
      Clinical Trial,
      regardless of where such first
      Phase I
      Clinical Trials
      are
      ultimately conducted.

    


    4.5 Information;
      Updates. 

     

    4.5.1 Reports.
      The
      Parties shall keep the JDC regularly informed of the progress of its efforts
      to
      Develop Biotest Products in the Field. Without limiting the generality of the
      foregoing, Biotest and ImmunoGen, as applicable, shall, at each JDC meeting,
      provide the JDC with reports in reasonable detail which shall summarize (a)
      the
      status of all Development activities under each Development Plan, together
      with such additional information that it has in its possession as may be
      reasonably requested from time to time by the JDC regarding the Development
      of
      any Biotest Product in the Territory, (b) the Regulatory Filings and Drug
      Approval Applications with respect to such Biotest Product that Biotest or
      any
      of its Affiliates or Sublicensees have filed, sought or obtained in the prior
      twelve (12) month period or reasonably expect to make, seek or attempt to obtain
      in the following twelve (12) month period in the Territory and (c) all clinical
      and other data generated by Biotest with respect to Biotest
      Products.

     

    4.5.2 Supply
      of Licensed Products for Development and
      Commercialization.

     

    (a) Responsibility
      of Biotest.
      Except
      as set forth in Section 4.5.2(b), Biotest shall have the sole right and
      responsibility, at its sole cost, for manufacturing or having manufactured
      through Third Party contract manufacturers, any materials (including, without
      limitation, all Anti-[***] Antibodies, MAY Compounds, Linkers and Licensed
      Products) as may be required for all preclinical and clinical studies necessary
      to obtain Regulatory Approval of Licensed Products and any materials and/or
      quantities of each Licensed Product as may be required for, (i) all preclinical
      and clinical studies applicable to, and (ii) the Commercialization of, such
      Licensed Product, but may
      benefit
      from economies of scale and established manufacturing services related to the
      production of MAY Compounds, Linkers and conjugates. ImmunoGen agrees to provide
      Biotest, within [***] ([***]) days of the Effective Date and upon Biotest's
      request in reasonably detailed written format, through the JDC, with information
      including, but not limited to, procedures, processes, standard operating
      procedures and Proprietary Materials including, but not limited to, cell lines
      and Antibodies for MAY Compound detection, relating to any ImmunoGen Technology
      that may be reasonably necessary to enable any Third Party that is reasonably
      experienced in the manufacture of pharmaceutical products to manufacture such
      materials (including without limitation, all MAY Compounds, Linkers and Licensed
      Products).
      If
      ImmunoGen
exercises
      a
      Co-Development Option to a

     


    
      
        
        

      

      
        35

          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.

        

        
          

        

      

      
        
        

      

    

     

    Licensed
      Product (i)
      both
      Parties shall be responsible for the manufacture of such Co-Developed Product
      in
      the Co-Development Territory
      and, (ii)
      the
      related
      costs shall be shared equally. Biotest shall remain solely responsible for
      the
      manufacture of Licensed Product outside the Co-Development Territory and shall
      remain free to contract any CMO for such purpose but may
      benefit
      from economies of scale and established manufacturing services related to the
      production of MAY Compounds, Linkers and conjugates. 

     

    (b) Supply
      of Materials by ImmunoGen.
      

     

    (i) In
      General.
      If at
      any time during the Term, Biotest requests in writing that ImmunoGen supply
      Biotest with such quantities of Preclinical Materials and/or Clinical Materials
      as may be reasonably required by Biotest in order to conduct preclinical
      Development activities (including, without limitation, toxicology testing)
      relating to Licensed Products and/or conduct any clinical trials up through
      and
      including the completion of non-pivotal Phase II Clinical Trials (but not
      including any pivotal clinical trials) with respect to Licensed Products,
      ImmunoGen will use commercially reasonable efforts to (1) supply Biotest with
      such Preclinical Materials and/or Clinical Materials and, (2) with respect
      to
      Clinical Materials, to conduct such process development activities that may
      be
      necessary to produce such Clinical Materials. Such Preclinical and/or Clinical
      Material supplied by ImmunoGen to Biotest shall have attached with each shipment
      the respective safety data sheets and instructions for use, waste management,
      transportation, packaging and labeling. In connection with such supply,
      ImmunoGen shall provide a description to Biotest in sufficient detail of the
      accounting method to be used for ImmunoGen’s calculation of Manufacturing Costs
      for such Preclinical Materials and/or Clinical Materials and the rationale
      therefor. 

     

    (ii) Preclinical
      Materials.
      To the
      extent that Biotest requests that ImmunoGen manufacture Preclinical Materials,
      (A) Biotest shall order all amounts of Preclinical Materials, and ImmunoGen
      shall deliver all such ordered amounts, in accordance with advance ordering
      timeframes and delivery timeframes and specifications to be agreed upon by
      the
      Parties; (B) if the Preclinical Materials are Licensed Products, Biotest shall
      supply ImmunoGen with quantities of Anti-[***] Antibody sufficient to enable
      ImmunoGen to produce such Licensed Products; and (C) ImmunoGen shall use
      commercially reasonable efforts to deliver to Biotest such amounts of
      Preclinical Materials as are ordered by Biotest in accordance with the foregoing
      (including such agreed upon timeframes) in a timely manner; provided, that,
      to
      the extent such Preclinical Materials are Licensed Products, ImmunoGen’s
      obligations shall be contingent on ImmunoGen’s receipt of the required
      quantities of Anti-[***] Antibodies from Biotest and any Dedicated Equipment
      necessary to manufacture such Preclinical Materials. To the extent necessary
      to
      fulfill the requirements of a Regulatory Authority or to generate data and
      results for a Regulatory Filing with respect to a Licensed Product, upon request
      of Biotest, ImmunoGen shall deliver ordered amounts of Preclinical Material
      manufactured according to quality guidelines that are reasonably sufficient
      to
      support an IND filing for such Licensed Product. ImmunoGen’s price to supply
      Preclinical Materials to Biotest shall equal ImmunoGen’s Manufacturing Cost plus
      [***] percent ([***]%) for such Preclinical Materials.
      Biotest
      shall be entitled to transfer Preclinical Materials to any Third Party under
      terms obligating such Third Party not to transfer or use such Preclinical
      Materials except in compliance with the foregoing clause (i) of this Section
      4.5.2(b). Biotest shall have the right to audit ImmunoGen’s Manufacturing
      Costs applicable to the manufacture of Preclinical Materials pursuant to Section
      4.5.2(b)(ii) consistent with the audit rights described in Sections 5.1.4,
      5.2.2
      and 6.2.1. 

     


    
      
        
        

      

      
        36

          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.

        

        
          

        

      

      
        
        

      

    

     

    (iii) Clinical
      Materials.
      To the
      extent that Biotest requests that ImmunoGen manufacture Clinical Materials,
      (A)
      the Parties shall share information concerning specifications, forecasting
      and
      capacity requirements in order to adequately plan for the manufacture and supply
      of such Clinical Materials and (B) ImmunoGen and Biotest shall enter into a
      separate supply and quality agreement detailing the terms of supply for any
      Clinical Materials that ImmunoGen is so requested to supply to Biotest, which
      supply agreement shall include, without limitation, the terms set forth on
      Schedule
      3 attached
      hereto and the remainder of this Section 4.5.2(b)(iii) (the “Supply Agreement”).
      Subject to the foregoing, Biotest shall order all amounts of Clinical Materials,
      and ImmunoGen shall deliver all such ordered amounts in accordance with
      forecasting parameters, advance ordering timeframes and delivery timeframes
      to
      be agreed upon by the Parties in the Supply Agreement. The Supply Agreement
      further shall provide that (A) ImmunoGen shall use commercially reasonable
      efforts to deliver such amounts of Clinical Materials ordered in accordance
      with
      the foregoing (including such agreed upon timeframes) in a timely manner;
      provided, that, ImmunoGen’s obligations shall be contingent on ImmunoGen’s
      receipt of the required quantities of Anti-[***] Antibodies from Biotest and
      any
      Dedicated Equipment necessary to manufacture such Clinical Materials and (B)
      ImmunoGen’s transfer price to supply Clinical Materials to Biotest shall equal
      ImmunoGen’s Manufacturing Cost plus [***] ([***]%) percent for such Clinical
      Materials. Biotest hereby agrees that (i) it shall use the Clinical Materials
      in
      compliance with all Applicable Laws, and (ii) it (as a matter of contract
      between itself and ImmunoGen) shall assume all liability for damages that may
      arise from the use, storage and disposal of such Clinical Materials, except
      to
      the extent such liability for damages arises out of a failure on the part of
      ImmunoGen or any of its Affiliates to use the reasonably required diligence
      in
      the use, storage, and disposal of the relevant Clinical Materials. Biotest
      shall
      be entitled to transfer Clinical Materials to any Third Party under terms
      obligating such Third Party not to transfer or use such Clinical Materials
      except in compliance with the foregoing clause (i) of this Section
      4.5.2(b).

     

    (iv) Process
      Development Activities.
      To the
      extent that Biotest requests that ImmunoGen manufacture Preclinical Materials
      or
      Clinical Materials as described in this Section 4, ImmunoGen shall conduct
      such
      process development activities as the Parties agree are necessary to produce
      the
      quantities of Preclinical Materials or Clinical Materials so ordered, which
      process development activities shall be paid by Biotest pursuant to Sections
      4.5.2(b)(ii) and/or (iii) of this Agreement and/or the Supply
      Agreement.

     

    (c) Purchase
      of Dedicated Equipment. If,
      during
      the Term of this Agreement, the JDC determines in good faith that it is
      necessary or advisable to purchase Dedicated Equipment in order to perform
      any
      of its obligations to manufacture Preclinical Materials or Clinical Materials
      under Section 4.5.2(b), then ImmunoGen shall provide Biotest with written notice
      of such determination, along with the estimated price for such purchase and
      quality parameters for the Dedicated Equipment, for Biotest’s approval of such
      price and features. Promptly after the consummation of such purchase, assuming
      that Biotest has provided its approval hereunder, ImmunoGen shall provide
      Biotest with a copy of the invoice or invoices reflecting such purchase, and
      Biotest shall reimburse ImmunoGen for the purchase of all
      such
      approved Dedicated Equipment hereunder within thirty (30) days of its receipt
      of
      such invoice from ImmunoGen; provided, however, that no costs reimbursed by
      Biotest hereunder (or depreciation of such purchased equipment or instruments)
      shall be included within the calculation of any Costs under this Agreement.
      Biotest shall have title and ownership of all such Dedicated Equipment purchased
      pursuant to this Section 4.5.2(c), and shall have the right to reclaim or retain
      possession of such Dedicated Equipment at its expense upon reasonable notice
      at
      such time as it is no longer required for use by ImmunoGen to carry out this
      Agreement. 


    
      
        
        

      

      
        37

          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.

        

        
          

        

      

      
        
        

      

    


     

    4.5.3 Adverse
      Event Reports.
      In
      addition to the updates described in Section 4.5.1, Biotest shall provide
      ImmunoGen with all Adverse Event information and product complaint information
      relating to Biotest Products as such information is compiled or prepared by
      Biotest in the normal course of business in connection with the Development
      of
      any Biotest Product and, in any event, within time frames consistent with
      reporting obligations under Applicable Laws. To the extent that it may apply
      to
      a Licensed Product, ImmunoGen agrees to provide Biotest with Serious Adverse
      Event and product complaint information relating to any product containing
      a
      conjugate of an Antibody with a MAY Compound that
      is compiled and
      prepared by ImmunoGen or any Third Party in the normal course of business in
      connection with the development, commercialization or sale of any such product,
      in accordance with procedures that shall be agreed to by the Parties; provided,
      however, that the foregoing shall not require ImmunoGen to violate any
      agreements with or confidentiality obligations owed to any Third Party.
The
      Parties shall jointly discuss and agree upon a pharmacovigilance schedule
      outlining what shall be considered to be an Adverse Event for the purpose of
      this Section 4.5.3 and outlining Adverse Event reporting procedures after
      execution of this Agreement taking into account the specific needs of each
      Party.   

    


    4.5.4 Review
      of Regulatory Filings and Correspondence.

     

    (a) Preparation
      for Clinical Trials.
      Prior to
      the initiation of the first Phase I Clinical Trial with respect to a Licensed
      Product, Biotest will prepare a briefing document (the “Briefing Document”)
      which shall describe in reasonable detail all material aspects of the clinical
      trial (including quality, safety, non-clinical data and planned clinical trials)
      with respect to such Licensed Product which shall form the basis for the pre-IND
      meeting for such Licensed Product. ImmunoGen shall use reasonable efforts to
      provide to Biotest all information and documents necessary to perform Regulatory
      Filings. At Biotest’s request, ImmunoGen shall cooperate with and assist Biotest
      in all reasonable respects, in connection with such preparation, filing and
      responding to questions and inquiries of any Regulatory Authority. Biotest
      shall
      consult with ImmunoGen in good faith in the preparation of such meeting and
      shall consider all comments made by ImmunoGen in good faith, taking into account
      the best interests of the Collaboration and of the Development and
      Commercialization of the applicable Biotest Product on a global
      basis.

     

    (b) Regulatory
      Meetings; Review of Regulatory Filings and Correspondence.
      Biotest
      shall use reasonable efforts to provide ImmunoGen with at least thirty (30)
      days
      advance notice of any meeting with the FDA or other Regulatory Authority
      relating to any Biotest Product and ImmunoGen may elect to send representatives
      reasonably acceptable to Biotest to participate (at ImmunoGen’s sole cost and
      expense) in such meeting (including any pre-IND
      meeting). Subject to any Third Party confidentiality obligations, Biotest shall
      provide ImmunoGen with drafts of each Regulatory Filing or other document or
      correspondence pertaining to any Biotest Product and prepared for submission
      to
      the FDA or other Regulatory Authority (including without limitation the Briefing
      Document) sufficiently in advance of submission so that ImmunoGen may review
      and
      comment on the substance of such Regulatory Filing or other document or
      correspondence. In addition, Biotest shall, without undue delay provide
      ImmunoGen with copies of any document or other correspondence received from
      the
      FDA pertaining to any Biotest Product. If ImmunoGen has not commented on such
      Regulatory Filing or other document or correspondence within [***] ([***])
      days
      (or, in the case of an IND, [***] ([***]) days) after it is provided to
      ImmunoGen, then ImmunoGen shall be deemed to have no comments on such Regulatory
      Filing or other documents or correspondence. Biotest shall consider all comments
      of ImmunoGen in good faith, taking into account the best interests of the
      Collaboration and of the Development or Commercialization of the applicable
      Biotest Product on a global basis.

     


    
       

      
        38

          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.

        

        
          

        

      

      
        
        

      

    

     

    4.6 Recalls. In
      the
      event that any Regulatory Authority issues or requests a recall or takes similar
      action in connection with a Biotest Product, a product of ImmunoGen containing
      a
      conjugate of an Antibody with a MAY Compound or any other product containing
      a
      conjugate of an Antibody with a MAY Compound, and to the extent that a Party
      becomes aware of such recall or action, or in the event a Party reasonably
      believes that an event, incident or circumstance has occurred that may result
      in
      the need for a recall, market withdrawal or other corrective action regarding
      a
      Biotest Product
      or
      a product
      of ImmunoGen containing a conjugate of an Antibody with a MAY Compound or any
      other product containing a conjugate of an Antibody with a MAY Compound, such
      Party shall promptly advise the other Party thereof by telephone, e-mail or
      facsimile. Following such notification, Biotest shall decide and have control
      of
      whether to conduct a recall or market withdrawal of any potentially affected
      Biotest Product (except in the event of a recall or market withdrawal mandated
      by a Regulatory Authority, in which case it shall be required) or to take other
      corrective action in any country and the manner in which any such recall, market
      withdrawal or corrective action related to a Biotest Product shall be conducted;
      provided that Biotest shall keep ImmunoGen regularly informed regarding any
      such
      recall, market withdrawal or corrective action. Biotest shall bear all expenses
      of any such recall, market withdrawal or corrective action relating to any
      potentially affected Biotest Product and, to the extent the respective action
      is
      taken outside the Co-Development Territory, relating to any Co-Developed Product
      (including, without limitation, expenses for notification, destruction and
      return of the affected Biotest Product and any refund to
      customers).

    


    5. CO-DEVELOPMENT
      OPTION; CO-PROMOTION OPTION

     

    
      	 	
              5.1

            	
              Co-Development
                Option.

            


    

     

    5.1.1 Exercise
      of Co-Development Option. 

     

    (a) Option
      Grant.
      Subject
      to Biotest’s rights to sublicense Licensed Products in accordance with Section
      8.3, ImmunoGen shall have the option (the “Co-Development Option”), but not the
      obligation, to co-Develop and Co-Promote any Licensed Product within the
      Co-Development Territory by providing written notice to Biotest and paying
      the
      applicable, noncreditable and nonrefundable Co-Development Option Exercise
      Fee
      in immediately available funds within [***] ([***]) days from the exercise
      of
      the applicable Co-Development Option (as defined in Section 5.1.1(c) below)
      (a)
      with respect to ImmunoGen’s exercise of each Early Stage Co-Development Option,
      at any time during the period commencing on the Early Stage Option Commencement
      Date and continuing for a period of [***] ([***]) days (the “Early Stage Option
      Exercise Period”) and (b) with respect to ImmunoGen’s exercise of each Late
      Stage Co-Development Option, at any time during the period commencing on the
      Late Stage Option Commencement Date and continuing for a period of [***] ([***])
      days (the “Late Stage Option Exercise Period”). If ImmunoGen does
      not
      exercise its Co-Development Option within the applicable Option Exercise Period
      with respect to a Licensed Product, ImmunoGen shall have no right to co-Develop
      or Co-Promote such Licensed Product 

     


    
      
        
        

      

      
        39

          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.

        

        
          

        

      

      
        
        

      

    

     

    in the
      Co-Development Territory.
      For
      purposes of clarity, Biotest may exercise its right to sublicense Licensed
      Products in accordance with Section 8.3 at any time during the Term; provided,
      that, any such sublicense with respect to a Licensed Product shall be subject
      to
      ImmunoGen’s Co-Development Option with respect to that Licensed Product as
      described in this Section 5.1.1. 

     

    (b) Co-Developed
      Products.
      Until
      such time as ImmunoGen exercises a Co-Development Option with respect to a
      Licensed Product, that Licensed Product shall be deemed to be a Biotest Product
      for purposes of this Agreement. If ImmunoGen exercises a Co-Development Option
      with respect to a Licensed Product, (i) that Licensed Product shall be deemed
      to
      be a Co-Developed Product and shall no longer be deemed to be a Biotest Product
      in any Territory, (ii) Biotest and ImmunoGen shall equally share all
      Co-Development Costs incurred by the Parties in accordance with the
      Co-Development Plan related to such Co-Developed Product related
      to the Development
      necessary to get FDA approval including, but not limited to, material costs,
      FTE
      costs and filing fees, and (iii) each Party shall receive its respective
      applicable Co-Promotion Percentage of all Annual Net Income in the
      Co-Development Territory derived from that Co-Developed Product in accordance
      with Section 6.4.2.
      Following
      such exercise of a Co-Development Option,
      (i) the
      Parties shall prepare and submit to the JDC for approval a Co-Development Plan
      for the Co-Development of such Co-Developed Product which shall be updated
      by
      the Parties not less than annually, (ii) the
      JMC
      shall prepare a Co-Development Marketing and Sales Plan for the Co-Development
      Territory for such Co-Developed Product which shall be updated by the JMC not
      less than annually; (iii)
      such
      exercise of a Co-Development Option shall not delay the Development of such
      Licensed Product as set forth in the Development Plan prepared by Biotest and
      approved by the JDC; (iv)
      the
      Parties shall allocate the responsibilities with respect to the Commercializing
      of such Co-Developed Product in the Co-Development Territory in accordance
      with
      the applicable Co-Development Marketing and Sales Plan, including without
      limitation, (A) the conduct of: (1) all activities related to Phase IV Clinical
      Trials; (2) all activities relating to the manufacture and supply of
      Co-Developed Products (including all required process development and scale
      up
      work with respect thereto); and (3) all pre-marketing, marketing, promotion,
      sales, distribution, import and export activities in the Co-Development
      Territory (including securing reimbursement, sales and marketing and conducting
      any post-marketing trials or databases and post-marketing safety surveillance);
      (B) making all Regulatory Filings for Co-Developed Products and filing all
      Drug
      Approval Applications and otherwise seeking all Regulatory Approvals for
      Co-Developed Products, as well as all correspondence and communications with
      Regulatory Authorities regarding such matters, and (C) reporting of all Adverse
      Events to Regulatory Authorities if and to the extent required by Applicable
      Laws;
      and
(v)
[***]
      shall
      book all sales of Co-Developed Products. Notwithstanding
the
      foregoing, Biotest
      shall continue to be solely responsible for all Development costs attributable
      to the Development of any Co-Developed Product outside the Co-Development
      Territory, subject to the provisions set forth in Section 5.1.4. 
       

      (c) Co-Development
        Option Exercise Fee. 
        As used
        in this Section 5.1, the term “Co-Development Option Exercise Fee” shall mean
        (a) with respect to each Early Stage Co-Development Option, Five Million
        Dollars
        (US $5,000,000) and (b) with respect to each Late Stage Co-Development Option,
        Fifteen Million Dollars (US $15,000,000).

       

      5.1.2 Cooperation;
        Additional Information.
        In
        connection with ImmunoGen’s consideration of the exercise of a Co-Development
        Option with 

    

     


    
      
        
        

      

      
        40

          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.

        

        
          

        

      

      
        
        

      

    

     

    respect
      to
      each Licensed Product, Biotest shall (a) as soon as practicable and in any
      event
      on or before [***] ([***]) days after the Early Stage Option Commencement Date
      and/or for the Late Stage Option Commencement Date, as the case may be, present
      in person to ImmunoGen, and/or provide ImmunoGen with, all information
Controlled
      by Biotest reasonably necessary to assist ImmunoGen in determining whether
      to
      exercise its Co-Development Option; and (b) upon written request by ImmunoGen
      and approval by the JDC, provide ImmunoGen with any additional
      information
      Controlled by Biotest that ImmunoGen reasonably determines may be necessary
      or
      useful to ImmunoGen in exercising such Co-Development Option, including without
      limitation any additional information concerning the Development Plan applicable
      to that Licensed Product. Such information will be subject to
      confidentiality.

     

    5.1.3 Estimated
      Co-Development Costs.
      If
      ImmunoGen exercises its Co-Development Option for a Co-Developed Product, (a)
      Biotest shall provide ImmunoGen with Biotest’s non-binding, good faith estimate
      of Co-Development Costs it expects to incur with respect to that Co-Developed
      Product for each Calendar Year for the next five (5) Calendar Years and (b)
      the
      Parties will jointly prepare a budget for that Co-Developed Product based on
      such estimate, which shall allocate expected costs between the Parties and,
      which shall be reviewed and updated by the Parties not less than once each
      Calendar Year. The Parties hereby agree that, unless approved by the JDC, any
      costs or expenses incurred by a Party in excess of the estimated costs allocated
      in the Co-Development Plan to such Party as set forth in the Co-Development
      Plan
      shall be the sole responsibility of such Party.

     

    5.1.4 Allocation
      of Shared Clinical Trial Costs. 

     

    (a) Use
      of
      Shared Clinical Trial Data.
      On and
      after the date of exercise by ImmunoGen of its Co-Development Option for a
      Co-Developed Product and continuing for the Term of this Agreement, each Party
      shall provide written notice to the other Party to the extent it intends to
      make
      Material Use of any Shared Clinical Trial Data. If such use of Shared Clinical
      Trial Data enables a Party to [***] [***] [***] [***] [***] [***], such Party
      shall pay the applicable Shared Clinical Trial Cost Sharing
      Percentage of such Shared Clinical Trial Costs. As promptly as practicable
      following such exercise, the Parties shall agree to a mechanism for providing
      all Shared Clinical Trial Data. 

     

    (b) Payment
      Adjustments.
      Within
      [***] ([***]) days of the end of each Calendar Year following the exercise
      of
      the Co-Development Option with respect to a Co-Developed Product, the Party
      conducting a Shared Clinical Trial with respect to that Co-Developed
      Product shall provide the other Party with a reasonably detailed written
      accounting of the actual Shared Clinical Trial Costs with respect to each Shared
      Clinical Trial. Within [***] ([***]) days of the end of each Shared Clinical
      Trial, the non-electing Party shall provide the electing party with a final
      accounting of the actual Shared Clinical Trial Costs with respect to such Shared
      Clinical Trial. Such final accounting shall also include a reasonably detailed
      calculation of the net amount that one Party may owe the other Party for such
      costs in the case of Material Use, as applicable. The net amount payable shall
      be due within thirty (30) days after receipt of an invoice pursuant to Section
      5.1.4(d). 

     


    
      
         

         

        
        

      

      
        41

          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.

        

        
          

        

      

      
        
        

      

    


     

    (c) Audit.
For
      a
      period commencing upon the initiation of a Shared Clinical Trial and ending
      [***] ([***]) years after the completion of such Shared Clinical Trial, each
      Party shall keep complete and accurate records of associated Shared Clinical
      Trial Costs in sufficient detail to allow the accuracy of the payments hereunder
      to be confirmed. Each Party
      shall have the
      right for a period of [***] ([***]) years after the final accounting of such
      Shared Clinical Trial Costs for a particular Calendar Quarter to appoint at
      its
      expense an independent certified public accountant reasonably acceptable to
      the
      other Party to inspect or audit the relevant records of the other Party and
      its
      Affiliates to verify that the amount of such Shared
      Clinical Trial Costs was correctly
      determined.
      The Audited Party and its Affiliates shall each make its records available
      for
      inspection or audit by such independent certified public accountant during
      regular business hours at such place or places where such records are
      customarily kept, upon reasonable notice from the Auditing Party, solely to
      verify that Shared
      Clinical Trial Costs hereunder
      were correctly
      determined. Such inspection or audit right shall not be exercised by the
      Auditing Party more than once in any Calendar Year. All records made available
      for inspection or audit shall be deemed to be Confidential Information of the
      Audited Party. The results of each inspection or audit, if any, shall be binding
      on both Parties. In the event there was an error in the amount of Shared
      Clinical Trial Costs reported
      by the Audited
      Party hereunder, (a) if the amount of Shared
      Clinical Trial Costs was over-reported,
      the
      Audited Party shall promptly (but in any event no later than thirty (30) days
      after the Audited Party's receipt of the independent accountant's report so
      concluding) make payment to the Auditing Party of a percentage of the
      over-reported amount taking into account the equal sharing of Co-Development
      Costs and (b) if the amount of Shared
      Clinical Trial Costs was underreported,
      the
      Auditing Party shall promptly (but in any event no later than thirty (30) days
      after the Auditing Party's receipt of the independent accountant's report so
      concluding) make payment to the Audited Party of a percentage of the
      underreported amount taking into account the equal sharing of Co-Development
      Costs. The Auditing Party shall bear the full cost of such audit unless such
      audit discloses an over reporting by the Audited Party of more than [***]
      ([***]) of the aggregate amount of Shared
      Clinical Trial Costs reportable
      in any
      Calendar Year, in which case the Audited Party shall reimburse the Auditing
      Party for all costs incurred by the Auditing Party in connection with such
      inspection or audit. 

     

    (d) Data
      Audit.
      Promptly
      following the submission of each Regulatory Filing, and any amendments or
      supplements thereto, the Party making such submission shall provide a full
      and
      complete copy of such filing to the other Party for purposes of determining
      whether the submitting Party has made Material Use of the other Party’s Shared
      Clinical Trial Data without having paid in full its applicable Shared Clinical
      Trial Cost Sharing
      Percentage associated with such Shared Clinical Trial Data. In the event that
      a
      Party made Material Use of the other Party’s Shared Clinical Trial Data in such
      submission and therefore was

    
      able
        to
        [***] [***] [***] [***] [***] [***] [***] in the respective territory, the
        submitting Party shall pay the shortfall of its applicable Shared Clinical
        Trial
        Cost Sharing
        Percentage or the amount needed to match its applicable Shared Clinical Trial
        Cost Sharing Percentage, as the case may be, to the other Party upon written
        request and as invoiced by the other Party. 

       

      (e) Survival.
        In the event that a
        Party enters into an agreement with a Third Party with respect to the conduct
        by
        such Third Party of Shared Clinical Trials, such Party shall use commercially
        reasonable efforts to include in such contracts provisions for cost sharing
        of
        Shared Clinical Trial Data consistent with those set forth in this Section
        5.1.4. 

       

      5.1.5 Allocation
        of
        Pivotal MAY Compound Process Development Costs. 

    


    
      
        
        

      

      
        42

          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.

        

        
          

        

      

      
        
        

      

    

     

    (a) Payment
      by
      Biotest.
      Notwithstanding anything to the contrary in this Agreement, provided that
      ImmunoGen has exercised a Co-Development Option, Biotest shall pay ImmunoGen
      a
      portion of the Pivotal
      MAY Compound Process Development Costs equal to the Pivotal MAY Compound Process
      Development Percentage.
      Any costs and
      expenses paid by Biotest to ImmunoGen after the Effective Date for process
      development activities for pivotal MAY Compounds shall be deducted from the
      amount payable by Biotest pursuant to this Section 5.1.5. In connection
      therewith,
      ImmunoGen estimates as of the Effective Date that the aggregate Pivotal
      MAY Compound Process Development Costs shall not [***] [***] [***] [***]
      ([***]).

     

    (b) Payment
      of
Pivotal
      MAY Compound Process Development Costs.
      

     

    (i) Initial
      Payment.
      Within [***] ([***]) days of the exercise by ImmunoGen of a Co-Development
      Option pursuant to Section 5.1.1(a), ImmunoGen shall provide Biotest with a
      reasonably detailed written accounting of the Pivotal MAY Compound Process
      Development Costs incurred through the date of exercise of the Co-Development
      Option and the applicable Pivotal MAY Compound Process Development Percentage.
      Biotest shall pay the amount reflected in such accounting with [***] ([***])
      days of receipt of such accounting. 

     

    (ii) Subsequent
      Payments.
      Subject to Section 5.1.5(b)(i), within [***] ([***]) days of the end of each
      Calendar Quarter following the exercise by ImmunoGen of a Co-Development Option
      pursuant to Section 5.1.1(a), Biotest shall pay the applicable Pivotal MAY
      Compound Process Development Percentage of the Pivotal MAY Compound Process
      Development Costs incurred over such Calendar Quarter using a method of
      allocation to be determined by the JFC in good faith, based on the method of
      allocation described in Section 5.1.5(b)(i) above. 

     

    (c) Records;
      Audit Rights.
      For a
      period of [***] ([***]) years following receipt by Biotest of any accounting
      described in this Section 5.1.5, ImmunoGen shall keep complete and accurate
      records pertaining to the Pivotal MAY Compound Process Development Costs and
      the
      Pivotal MAY Compound Process Development Percentage in sufficient detail to
      allow the accuracy of the payments hereunder to be confirmed. At each meeting
      of
      the JDC the Parties shall update the JDC as to such Pivotal MAY Compound Process
      Development Costs incurred through the date of such JDC meeting. ImmunoGen
      shall

     


    
      
        
        

      

      
        43

          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.

        

        
          

        

      

      
        
        

      

    

     

    keep
      complete and accurate records of associated Pivotal MAY Compound Process
      Development Costs in sufficient detail to allow the accuracy of the payments
      hereunder to be confirmed. Biotest shall
      have the right to
      appoint at its expense an independent certified public accountant reasonably
      acceptable to ImmunoGen to inspect or audit the relevant records of ImmunoGen
      and its Affiliates to verify that the amount of such Pivotal
      MAY Compound Process Development Costs was correctly
      determined.
      ImmunoGen and its Affiliates shall each make its records available for
      inspection or audit by such independent certified public accountant during
      regular business hours at such place or places where such records are
      customarily kept, upon reasonable notice from Biotest, solely to verify that
      Pivotal
      MAY Compound Process Development Costs hereunder
      were correctly
      determined. Such inspection or audit right shall not be exercised by Biotest
      more than once in any Calendar Year. All records made available for inspection
      or audit shall be deemed to be Confidential Information of ImmunoGen. The
      results of each inspection or audit, if any, shall be binding on both Parties.
      In the event there was an error in the amount of Pivotal
      MAY Compound Process Development Costs reported
      by ImmunoGen
      hereunder, (a) if the amount of Pivotal
      MAY Compound Process Development Costs was over-reported,
      ImmunoGen shall promptly (but in any event no later than [***] ([***]) days
      after the ImmunoGen's receipt of the independent accountant's report so
      concluding) make payment to Biotest of the amount owed to Biotest, and (b)
      if
      the amount of Pivotal
      MAY Compound Process Development Costs was underreported,
      Biotest shall promptly (but in any event no later than [***] ([***]) days after
      Biotest's receipt of the independent accountant's report so concluding) make
      payment to ImmunoGen of the amount owed to ImmunoGen. Biotest shall bear the
      full cost of such audit unless such audit discloses an over reporting by
      ImmunoGen of more than [***] [***] ([***]) of the aggregate amount of
Pivotal
      MAY Compound Process Development Costs reportable
      in any
      Calendar Year, in which case ImmunoGen shall reimburse Biotest for all costs
      incurred by Biotest in connection with such inspection or audit.

     

    5.2 Reconciliation
      and Auditing of Co-Development Costs. 

     

    5.2.1 Reconciliation.
      Within
      [***] ([***]) days following the end of each Calendar Quarter following the
      exercise of the Co-Development Option applicable to a given Co-Developed
      Product, each of ImmunoGen and Biotest shall submit to the JFC a written report
      setting forth in reasonable detail all Co-Development Costs incurred by each
      such Party over such Calendar Quarter. Within [***] ([***]) days following
      the
      JFC’s receipt of such written reports, the JFC shall prepare and submit to each
      Party a written report setting forth in reasonable detail (a) the calculation
      of
      all Co-Development Costs incurred by both Parties over such Calendar Quarter
      and
      (b) the calculation of the net amount owed by ImmunoGen to Biotest or by Biotest
      to ImmunoGen in order to ensure the equal sharing
      of
      the Co-Development Costs. The net amount payable shall be paid by ImmunoGen
      or
      Biotest to the other, as applicable, within [***] ([***]) days after the
      distribution by the JFC of such written report. If the JFC determines that
      one
      Party has overrun the budget for a particular item, the amount by which the
      actual expense exceeded the budgeted amount shall be borne in its entirety
      by
      the Party incurring the overrun.

     

    5.2.2 Records;
      Audit Rights.
      Each Party shall keep
      and maintain for [***] ([***]) years complete and accurate records of
      Co-Development Costs incurred with respect to Licensed Products in sufficient
      detail to allow confirmation of same by the JFC. Each Party

     


    
      
        
        

      

      
        44

          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.

        

        
          

        

      

      
        
        

      

    

     

    shall have
      the
      right for a period of [***] ([***]) years after such Development Cost is
      reconciled in accordance with Section 5.2.1 to appoint at its expense an
      independent certified public accountant reasonably acceptable to the other
      Party
      to inspect or audit the relevant records of the other Party and its Affiliates
      to verify that the amount of such Co-Development Costs was correctly determined.
      The Audited Party and its Affiliates shall each make its records available
      for
      inspection or audit by such independent certified public accountant during
      regular business hours at such place or places where such records are
      customarily kept, upon reasonable notice from the Auditing Party, solely to
      verify that Co-Development Costs hereunder were correctly determined. Such
      inspection or audit right shall not be exercised by the Auditing Party more
      than
      once in any Calendar Year. All records made available for inspection or audit
      shall be deemed to be Confidential Information of the Audited Party. The results
      of each inspection or audit, if any, shall be binding on both Parties. In the
      event there was an error in the amount of Co-Development Costs reported by
      the
      Audited Party hereunder, (a) if the amount of Co-Development Costs was
      over-reported, the Audited Party shall promptly (but in any event no later
      than
      [***] ([***]) days after the Audited Party's receipt of the independent
      accountant's report so concluding) make payment to the Auditing Party of a
      percentage of the over-reported amount consistent with the equal sharing of
      Development Costs and (b) if the amount of Co-Development Costs was
      underreported, the Auditing Party shall promptly (but in any event no later
      than
      [***] ([***]) days after the Auditing Party's receipt of the independent
      accountant's report so concluding) make payment to the Audited Party of a
      percentage of the underreported amount consistent with the equal sharing of
      Development Costs. The Auditing Party shall bear the full cost of such audit
      unless such audit discloses an over reporting by the Audited Party of more
      than
      [***] [***] ([***]) of the aggregate amount of Co-Development Costs reportable
      in any Calendar Year, in which case the Audited Party shall reimburse the
      Auditing Party for all costs incurred by the Auditing Party in connection with
      such inspection or audit. 

     

    5.3 Compliance.
      Biotest and/or ImmunoGen,
      as applicable, shall each perform their respective obligations under each
      Co-Development Plan and Co-Development Manufacturing Plan in good scientific
      and
      business manner and in compliance in all material respects with all Applicable
      Laws; provided, that, for purposes of clarity, with respect to each activity
      performed under the Co-Development Plan, that will or would reasonably be
      expected to be submitted to a Regulatory Authority in support of a Regulatory
      Filing or Drug Approval Application, Biotest and/or ImmunoGen, as applicable,
      shall each comply in all material respects, in the Co-Development Territory,
      with the regulations and guidance of the relevant authorities in the
      Co-Development Territory. 

     

    5.4 Commercialization
      Diligence.
      Biotest
      and/or ImmunoGen, as applicable, shall each use
      Commercially Reasonable Efforts during the Term to Develop and to Commercialize
      Co-Developed Products in the Co-Development Territory. If a Party at any time
      reasonably believes that the other Party is not meeting its diligence
      obligations pursuant to this Section 5.4, such Party may give, in the form
      of
      detailed reasons, written notice to the other Party requesting written
      justification, in the form of detailed reasons, that would support the
      proposition that such other Party is meeting such diligence obligations. In
      such
      event, such other Party shall provide such written justification within [***]
      ([***]) days after such notice is given. In the event that the other Party
      does
      not reasonably justify that it is meeting its diligence obligations pursuant
      to
      this Section 5.4 within such [***] ([***]) day period, then the Party giving
      notice shall have the right,
      in
      its sole discretion, to exercise such rights or remedies that it may have under
      this Agreement, at law or in equity.
      


      5.5 Co-Promotion
        Rights. 

       

      5.5.1 Option
        to Jointly
        Sublicense. 

       

      (a) Early
        Stage
        Co-Development Option.


       

      (i) Initial
        Sublicense
        Decision Date.
        If ImmunoGen exercises
        an Early Stage Co-Development Option with respect to a Co-Developed Product,
        then within [***] ([***]) days following the First Interim Analysis of the
        first
        [***] [***] [***] [***] with respect to such Co-Developed Product, the Parties
        shall discuss in good faith and decide whether to jointly sublicense the
        right
        to Develop and Commercialize such Co-Developed Product in the Co-Development
        Territory to a single Third Party, in which case the Parties shall [***]
        in the
        consideration received from such Third Party with respect to the grant of
        such
        sublicense for the Co-Development Territory.

    


    
      
        
        

      

      
        45

          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.

        

        
          

        

      

      
        
        

      

    

     

    (ii) Second
      Sublicense
      Decision Date. In
      the event that
      ImmunoGen exercises the Early Stage Co-Development Option with respect to a
      Co-Developed Product and the Parties (A) have, pursuant to Section 5.5.1 (a)
      (i), decided to sublicense the right to Develop and Commercialize such
      Co-Developed Product to a single Third Party, but the Parties have not entered
      into an agreement with a Third Party to Develop and Commercialize such
      Co-Developed Product in accordance with Section 5.5.1(a)(i) and (B) have not
      obtained accelerated approval from the FDA in accordance with Subpart E of
      21
      C.F.R. 312 with respect to such Co-Developed Product, then within [***] ([***])
      days following the First Interim Analysis of the first [***] [***] [***] [***]
      with respect to such Co-Developed Product, the Parties shall discuss in good
      faith and decide whether to jointly sublicense the right to Develop and
      Commercialize such Co-Developed Product in the Co-Development Territory to
      a
      single Third Party, in which case the Parties shall [***] in the consideration
      received from such Third Party with respect to the grant of such sublicense
      for
      the Co-Development Territory.

     

    (b) Late
      Stage
      Co-Development Option. In
      the event that
      ImmunoGen exercises a Late Stage Co-Development Option with respect to a
      Co-Developed Product, but the Parties have not obtained accelerated approval
      from the FDA in accordance with Subpart E of 21 C.F.R. 312 with respect to
      such
      Co-Developed Product, then within [***] ([***]) days following the First Interim
      Analysis of the [***] [***] [***] [***] [***] with respect to such Co-Developed
      Product, the Parties shall discuss in good faith and decide whether to jointly
      sublicense the right to Develop and Commercialize such Co-Developed Product
      in
      the Co-Development Territory to a single Third Party, in which case the Parties
      shall [***] in the consideration received from such Third Party with respect
      to
      the grant of such sublicense for the Co-Development Territory. 

     

    5.5.2 Failure
      to Reach
      Agreement. If
      the Parties are unable to
affirmatively
      decide to
      jointly sublicense the right to Develop and Commercialize a Co-Developed
      Product to
      a single Third Party pursuant to Section 5.5.1(a) or (b), the Parties
      shall (a)
      prepare and execute a mutually acceptable Co-Promotion Agreement between the
      Parties (the “Co-Promotion Agreement”) in good faith
      and with sufficient diligence as is required to execute and deliver the
      Co-Promotion Agreement within [***] [***] [***] ([***]) days from the
      expiration of the
      applicable [***]-day period and (b)
      jointly Co-Promote
      the Co-Developed Product. The Co-Promotion Agreement shall contain such
      provisions as are usual and customary for inclusion in a co-promotion agreement
      between companies in the pharmaceutical industry of comparable sizes to the
      respective Parties and shall
      contain suitable provisions regulating activities equivalent to Section 4.6
      that
      relate to Co-Developed Products in the Co-Development Territory. In the
      event the Parties
      fail to execute and deliver the Co-Promotion Agreement within the [***] [***]
      [***] ([***]) day period described in this Section 5.5.2,
      the Parties shall (A) use
      reasonable efforts to complete such negotiations and to execute and deliver
      the
      Co-Promotion Agreement as soon as possible after such [***] [***] [***] ([***])
      day period and (B) without limiting the generality of the foregoing, after
      the
      expiration of such [***] [***] [***] ([***]) day period, each produce a list
      of
      issues on which they have failed to reach agreement and submit its list to
      the
      JSC to be resolved in accordance with Section 2.1.6. 

     


    
      
        
        

      

      
        46

          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.

        

        
          

        

      

      
        
        

      

    

     

    5.5.3 Development
      Cost-Sharing. For
      the avoidance of
      doubt, if the
      Parties decide to jointly sublicense to a single Third Party the right
      to Develop and
      Commercialize a Co-Developed
      Product as
      described in Section 5.5.1(a) or (b), the Parties’ respective obligations to
      share in the Co-Development Costs applicable to that Co-Developed Product in
      accordance with Sections 5.1 and 5.2 shall continue until the effective date
      of
      the sublicense agreement.

     

    5.5.4 Option
      to Unilaterally Sublicense
      after
      Commercialization. 
      If at any
      time during the period commencing on the [***] [***] of the [***] [***] [***]
      [***] [***] [***] [***] and continuing for a period of [***] ([***]) days,
      either Party determines that it wishes to engage any Third Party to assume
      its
      Co-Promotion rights and fulfill its Co-Promotion obligations with respect to
      a
      Co-Developed Product, then notwithstanding anything to the contrary in Section
      5.5.2
      and
      subject to Section 8.3.1 and 8.3.2, either Party shall have the right to engage
      any Third Party to fulfill its Co-Promotion obligations with respect to a
      Co-Developed Product in accordance with this Section 5.5.4,
      and such
      Party shall provide written notice of same to the other Party (the “ROFN
      Notice”, whereby ROFN means Right Of First Negotiation). The Party receiving the
      ROFN Notice shall have [***] ([***]) days from the date of the ROFN Notice
      to
      provide a written response (the “ROFN Response”) as to whether or not it wishes
      to enter into negotiations with the other Party with respect to such
      Co-Promotion activities. If the ROFN Response is not received within the [***]
      ([***]) day response period, the Party providing the ROFN Notice shall
      thereafter have the right to engage any Third Party to fulfill its Co-Promotion
      obligations with respect to a Co-Developed Product. If the ROFN Response is
      received within the [***] ([***]) day response period and states that the other
      Party wishes to enter into negotiations with the Party providing the ROFN
      Notice, the Parties shall negotiate in good faith for a period of up to [***]
      [***] [***] ([***]) days from the date of the ROFN Response with respect to
      the
      terms and conditions of such rights; provided, that the Parties acknowledge
      and
      agree that such negotiations shall not be exclusive and the Party providing
      the
      ROFN Notice shall also have the right during such period to conduct discussions
      with one or more Third Parties regarding the grant of such rights. If after
      the
      Parties are unable to agree upon terms and conditions of such rights on or
      before the expiration of such [***] [***] [***] ([***]) day period, then the
      Party providing the ROFN Notice shall thereafter have the right to engage any
      Third Party to fulfill its Co-Promotion obligations with respect to a
      Co-Developed Product. For purposes of clarity, the rights of the Parties with
      respect to a Co-Developed Product under
      this
      Section 5.5
      shall not
      affect Biotest’s rights to grant sublicenses to any Licensed Product in
      accordance with Section 8.3. If either Party grants a sublicense according
      to
      this Section
      5.5.4,
      such
      Party shall be deemed to have guaranteed that such Sublicensee will fulfill
      all
      of such Party’s obligations under this Agreement and the Co-Promotion Agreement
      applicable to the subject matter of such sublicense; and the respective Party
      shall not be relieved of any of its obligations pursuant to this Agreement
      and
      the Co-Promotion Agreement as a result of such sublicense.
       

      5.6 Co-Development
        Marketing and Sales Plan.
        The
        JMC
        shall prepare a Co-Development Marketing and Sales Plan for each Co-Developed
        Product for the Co-Development Territory in accordance with Section 5.1.1(b),
        which shall include, but not be limited to, (a) demographics and market
        dynamics, market strategies, and estimated launch date of such Co-Developed
        Product in the Co-Development Territory, (b) a sales and expense forecast
        (including at least five (5) years of estimated sales and expenses) and
        manufacturing plans for such Co-Developed Product in the Co-Development
        Territory, (c) a marketing plan (including five (5) year Advertising and
        Detailing forecasts and pricing strategies) for such Co-Developed Product
        in the
        Co-Development Territory, and (d) a five (5) year budget for such Co-Developed
        Product for the Co-Development Territory. The Co-Development Marketing and
        Sales
        Plan and annual written updates thereto shall be submitted to the JMC for
        review
        by a date to be established by the JMC taking into account Biotest's and
        ImmunoGen's annual budget planning calendars, but no later than December
        31 of
        each Calendar Year.

    

     


    
      
        
        

      

      
        47

          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.

        

        
          

        

      

      
        
        

      

    

     

    5.7 Change
      in Co-Promotion Percentage.
      As
will
      be
      provided
      in the
      Co-Development Marketing and Sales Plan,
      it is
      the expectation of the Parties that both Parties
      will
      typically
      contribute fifty percent (50%) to the yearly marketing and
      sales
      expenses for a Co-Developed Product and therefore share all profits in
an
      equal
      split.
If
      either
      Party wishes to increase its
      Co-Promotion activities with respect to a Co-Developed Product (“Additional
      Co-Promotion Activities”) by increasing the marketing and sales investments
      above the amount the other party is ready to spend, unequal contributions to
      the
      yearly budget shall be possible, unless otherwise provided in the Co-Promotion
      Agreement, according to the following provisions. The
      Party
      wishing to increase its
      Co-Promotion activities shall submit a written proposal to the JMC which shall
      describe in reasonable detail the Additional Co-Promotion Activities
      and the
      justification for Additional Co-Promotion Activities,
      an
      estimated budget and timeline with respect thereto, and the expected adjustment
      to be made to the Co-Development Marketing and Sales Plan and to the Parties’
respective Co-Promotion Percentages to reflect the relative value of Additional
      Co-Promotion Activities to be conducted by the submitting Party (as so adjusted,
      the “Adjusted Co-Promotion Percentage”). The
      JMC
      shall have to approve this proposal, and each Party shall ensure that its
      representatives in the JMC do not unreasonably withhold such approval. Upon
      approval of the proposal and the Adjusted Co-Promotion Percentage by the JMC,
      (a) the Co-Development Marketing and Sales Plan shall be amended accordingly;
      (b) the submitting Party shall thereafter conduct the Additional Co-Promotion
      Activities included in the approved proposal; (c) the Adjusted Co-Promotion
      Percentage shall thereafter be the Co-Promotion Percentage of the Parties;
      and
      (d) the Parties will thereafter continue to share Co-Promotion Costs with
      respect to that Co-Developed Product, and receive a percentage of the Net Income
      derived from that Co-Developed Product, according to the Adjusted Co-Promotion
      Percentage. The Change in Co-Promotion Percentage shall be valid for one
      Calendar
      Year
      and shall
      be extended or terminated by the JMC in the course of the generation of the
      new
      Co-Development Marketing and Sales Plan.
       

      5.8 Labeling.
        All
        product labels for Co-Developed Products shall include, to the extent allowed
        by
        Applicable Laws, in equal prominence, the names of both Biotest and ImmunoGen
        or
        their respective Sublicensees. The JMC shall have the responsibility of meeting
        not less frequently than annually and deciding whether changes in the particular
        appearance in labeling of packaging and containers of Co-Developed Products
        or
        in the product information is required. In addition to the annual review,
        an
        emergency review can be implemented at any time by the JMC. 

       

      6. CONSIDERATION
        AND FUNDING

       

      6.1 Upfront
        Fee.
        Biotest
        shall pay ImmunoGen an upfront fee in the amount of One Million Dollars (US
        $1,000,000) in immediately available funds within [***] ([***]) days from
        the
        Effective Date, which shall be non-creditable and non-refundable, it being
        understood that in the event that ImmunoGen has 

    

     


    
      
        
        

      

      
        48

          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.

        

        
          

        

      

      
        
        

      

    

     

    not
      applied for, or been given relief from, any obligation it may have to pay taxes
      in Germany
      with
      respect to the upfront fee by the date the upfront fee is due and Biotest
      reasonably determines that a tax is applicable to such upfront fee, Biotest
      may,
      upon notice to ImmunoGen, deduct the amount of any German tax applicable thereto
      and transfer it to the applicable German tax authorities. ImmunoGen may apply
      for a refund with the German tax authorities and Biotest shall provide
      reasonable assistance to ImmunoGen in
      connection therewith.

     

    6.2 R&D
      Funding.
       During
      the
      period commencing on the Effective Date and continuing on a Licensed Product
      by
      Licensed Product basis until the earlier of (a) the exercise by ImmunoGen of
      a
      Co-Development Option with respect to such Licensed Product and (b) the
      expiration of the Research Program term, Biotest shall pay ImmunoGen the
      aggregate FTE Cost for all FTEs used by ImmunoGen in the conduct of ImmunoGen
      Activities on a quarterly basis, based on the FTE Rate and the Research Plan
      and/or Development Plan. Within [***]
      ([***])
      days
      following the last day of each Calendar Quarter during the conduct of the
      Research Program, ImmunoGen shall issue an invoice reflecting the FTE Costs
      for
      such Calendar Quarter, as reflected in the then-current Research Plan and
      Biotest shall pay each such invoice within [***] ([***]) days from
      receipt. The
      amount invoiced for
      ImmunoGen Activities performed by an FTE shall be calculated based on [***]
      [***] [***] using an [***] [***] [***] and [***] of [***] in a [***] [***]
      [***]
      the [***] of [***] [***] [***] such ImmunoGen Activities, based on a total
      of
      [***] hours in an FTE year. Such
      invoice shall have
      attached to it a copy
      of
      the [***] [***] [***] of [***] [***] [***] to the [***] [***] on such particular
      invoice. If,
      at any time during the Term of this Agreement, ImmunoGen determines
      that
      the
      actual number of FTEs for a particular
Calendar
      Quarter agreed to by the
      Parties is expected
      to
      exceed by [***] percent ([***]%) the [***] [***] set forth in such
      Research
      Plan for
      such
Calendar
      Quarter,
      ImmunoGen shall give Biotest prompt written notice of same and the Parties
      shall
      discuss in good faith whether to [***] the [***] of such [***] [***] or to
      [***]
      the [***] to be [***], such that such [***] [***] are [***] [***]. The
      JDC
      shall be the forum for discussions about an extension
      of
      ImmunoGen Activities not covered by the budget as laid down in the Research
      Plan. 

     

    
      6.2.1 R&D
        Funding
        Audit Rights. ImmunoGen
        shall keep
        complete and accurate books and financial records pertaining to its costs
        and
        expenses of conducting the ImmunoGen Activities, which books and financial
        records shall be kept in accordance with GAAP and shall be retained by ImmunoGen
        until [***] ([***]) years after the end of the Contract Year to which they
        pertain. Biotest shall have the right to appoint at its expense an independent
        certified public accountant reasonably acceptable to ImmunoGen to inspect
        or
        audit, the books and financial records of ImmunoGen relating to its costs
        and
        expenses of conducting the ImmunoGen Activities during any Contract Year;
        provided that Biotest shall not have the right to inspect or audit any Contract
        Year more than once or to conduct
        more than one
        such audit in any twelve-month period. Such audit shall be finalized before
        the
        end of the third year following the Contract Year to be audited. All books
        and
        financial records made available for inspection or audit shall be deemed
        to be
        Confidential Information of ImmunoGen. The Auditing Party shall bear the
        full
        cost of such audit unless such audit discloses an over reporting by the Audited
        Party of more than [***] [***] ([***]) of the aggregate amount of costs and
        expenses reportable in any Calendar Year, in which case the Audited Party
        shall
        reimburse the Auditing Party for all costs incurred by the Auditing Party
        in
        connection with such inspection or audit. 

    


    
      
        
        

      

      
        49

          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.

        

        
          

        

      

      
        
        

      

    


     

    
      	 	
              6.3

            	
              Milestone
                Payments.

            


    

     

    6.3.1 Milestones.
      Biotest
      shall, with respect to each Biotest Product, make each of the following
      nonrefundable, noncreditable (except as set forth in Section 6.3.2) payments
      to
      ImmunoGen only after the first occurrence of the corresponding milestone event
      in accordance with Section 6.3.3:

     

    
      	
               

              Milestone
                Event

               

            	
               

              Milestone
                Payment

            
	
              [***]
                of [***] [***] [***] [***] [***] or [***] [***] [***] [***] for a
                [***]
                [***] 

               

            	
              $[***]

            
	
              [***]
                of [***] [***] [***] [***] [***] for a [***] [***] 

            	
              $[***]

            
	
              [***]
                of [***] [***] [***] [***] [***] for a [***] [***] 

            	
              $[***]

            
	
              [***]
                of [***] [***] or [***] for a [***] [***]

            	
              $[***]

            
	
              [***]
                [***] [***] [***] in [***] [***] [***] for a [***] [***] 

            	
              $[***]

            
	
              [***]
                [***] [***] [***] in [***] [***] for a [***] [***] 

            	
              $[***]

            
	
              [***]
                [***] [***] [***] in [***] for a [***] [***]

            	
              $[***]

            
	
              [***]
                [***] of [***] [***] [***] [***] in [***] [***] [***] for a [***]
                [***]
                

            	
              $[***]

            


    

     

    For
      purposes of clarity, no milestone payments shall be payable under this Section
      6.3.1 for any milestone events whether occurring within or outside of the
      Co-Development Territory for a Co-Developed Product on and after the date of
      exercise by ImmunoGen of a Co-Development Option with respect to such
      Co-Developed Product. Biotest
      shall pay each milestone only once per specific Biotest Product, regardless
      of
      how many indications, formulations or methods of treatments will be related
      to
      such Biotest Product. A specific Biotest Product shall be defined by the
      combination of Anti-[***] Antibody + MAY Compound + Linker. Exchanging either
      of
      the three parts shall create a new specific Biotest Product. Combination
      Products shall not trigger a milestone payment provided that the Biotest Product
      contained therein has already caused a milestone payment. 

    


    6.3.2 Milestone
      Notices.
      Biotest
      shall provide ImmunoGen with prompt written notice upon each achievement of
      a
      milestone event set forth in Section 6.3.1, which notice shall include a
      description of the applicable milestone event. In the event that,
      notwithstanding the fact that Biotest has not given such a notice, ImmunoGen
      believes any such milestone event has occurred, it shall so notify Biotest
      in
      writing and shall provide to Biotest data, documentation or other information
      that supports its belief. Any dispute under this Section 6.3.2 that relates
      to
      whether or not a milestone event has been achieved shall be referred to the
      JSC
      to be resolved in accordance with Section 2.1.6.

     

    
      
        
        

      

      
        50 
          
          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.

        

        
          

        

      

      
        
        

      

    

    6.3.3 Payment
      of Milestones.
      All
      milestone payments shall be made by Biotest within [***] ([***]) days of the
      occurrence of the corresponding milestone event.

     

    
      	 	
              6.4

            	
              Payment
                of Royalties; Royalty Rates; Payment of Net Income; Accounting and
                Records.

            


    

     

    6.4.1 Payment
      of Royalties.
      Biotest
      shall pay ImmunoGen a royalty based on Annual Net Sales of each Royalty-Bearing
      Product commencing with the Calendar Year (or partial Calendar Year) in which
      the First Commercial Sale of such Royalty-Bearing Product occurs and ending
      upon
      expiration of the Royalty Term for such Royalty-Bearing Product, at the
      following rates:

     

    (a) Biotest
      Products

     

    
      	
              Annual
                Net Sales of Biotest Products 

              Worldwide

            	 	
              Royalty
                Rate

            
	
              Up
                to $[***]

               

            	 	
              [***]%

            
	
              Equal
                to or greater than $[***] [***] [***] [***] [***] [***]
                [***]

            	 	
              [***]%

            


    

    


    (b) Co-Developed
      Products

     

    (i) Early
      Stage Co-Developed Products

     

    
      	
              Annual
                Net Sales Outside 

              Co-Development
                Territory

               

            	 	
               

              Royalty
                Rate

            
	
              Up
                to $[***]

               

            	 	
              [***]%

            
	
              Equal
                to or greater than $[***]

            	 	
              [***]%

            


    

    


    (ii) Late
      Stage Co-Developed Products

     

    
      	
              Annual
                Net Sales Outside 

              Co-Development
                Territory

               

            	 	
               

              Royalty
                Rate

            
	
              Up
                to $[***]

               

            	 	
              [***]%

            
	
              Equal
                to or greater than $[***]

            	 	
              [***]%

            


    

     

    
 

    
      
        
        

      

      
        51 
          
          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.

        

        
          

        

      

      
        
        

      

    

    (c) Royalty
      Offsets.
      In the
      event that Biotest, in order to practice the license granted to it under Section
      8.2.1 of this Agreement in any country in the applicable portion of the
      Territory in which royalties are payable as provided in Section 6.4.1, is
      required to and actually makes royalty payments to any Third Party (“Third Party
      Payments”) in order to obtain a license to an issued patent or patents in the
      absence of which the Licensed Technology or Licensed Patent Rights portion
      of a
      Licensed Product could not legally be developed, manufactured, used, sold or
      imported in such country (as evidenced, to the extent reasonably requested
      by
      ImmunoGen, by an opinion of patent counsel), then the royalties payable to
      ImmunoGen for such Licensed Product under this Agreement with respect to such
      country may be reduced by [***] percent ([***]%) of the amount of such Third
      Party Payments. Notwithstanding the foregoing, such reductions shall in no
      event
      reduce the royalty rate for such Licensed Product applicable under Section
      6.4.1
      with respect to such country to less than (i) [***] percent ([***]%), with
      respect to the royalty rate set forth in Section 6.4.1(a) above; (ii) [***]
      percent ([***]%), with respect to the royalty rates set forth in Section
      6.4.1(b)(i); and (iii) [***] percent ([***]%), with respect to the royalties
      set
      forth in Section 6.4.1(b)(ii) above.

     

    (d) Combination
      Products.
      In
      determining Net Sales of any Combination Products under this Agreement in any
      country, Net Sales shall first be calculated in accordance with the definition
      of “Net Sales” then multiplied by the percentage value of the Royalty-Bearing
      Product contained in the Combination Product, such percentage value being the
      quotient obtained by dividing the current market price of the Royalty-Bearing
      Product by the sum of the separate current market price of the Royalty-Bearing
      Product in such country and the other ingredients which are therapeutically
      or
      biologically active contained in the Combination Product in such country. The
      current market price of each therapeutically or biologically active ingredient
      and of the Royalty-Bearing Product shall be for a comparable quantity sold
      in
      such country to that contained in the Combination Product and of the same class,
      purity and potency. When no current market price is available for any
      therapeutically active ingredient or for the Royalty-Bearing Product in such
      country, the Parties shall agree in good faith upon a hypothetical market price
      with respect to the Combination Product, allocating the same proportions of
      costs, overhead and profit as are then allocated to all similar substances
      then
      being made and marketed by Biotest and having an ascertainable market price
      in
      such country; provided, however, that if the Parties are unable to agree upon
      such hypothetical market
      price, the Parties shall submit the matter promptly to the Parties respective
      Designated Senior Officers for resolution.

     

    (e) Payment
      Dates and Reports.
      Royalty
      payments shall be made by Biotest within [***]
      ([***])
      days
      after the end of each Calendar Quarter commencing with the Calendar Quarter
      in
      which the First Commercial Sale of each Royalty-Bearing Product occurs. All
      payments shall be made by wire transfer to the credit of such bank account
      as
      shall be designated in writing from time to time by ImmunoGen minimum [***]
      ([***]) days before the relevant payment is due. Biotest shall also provide,
      at
      the same time each such payment is made, a report showing: (i) the Net Sales
      of
      each Royalty-Bearing Product by country in the Royalty-Bearing Territory; (ii)
      the basis for any deductions from gross amounts billed or invoiced to determine
      Net Sales; (iii) the applicable royalty rates for such Royalty-Bearing Product;
      (iv) the exchange rates used in calculating any of the foregoing; (v) any
      reductions in royalties to be paid through payment of Third Party Payments;
      and
      (vi) a calculation of the amount of royalty due to ImmunoGen.

     

    6.4.2 Net
      Income Payments.
      In
      lieu of
      paying any royalty payments with respect to each Co-Developed Product in the
      Co-Development Territory, each Party shall receive its Co-Promotion Percentage
      of all Annual Net Income derived from sales of that Co-Developed Product in
      the
      Co-Development Territory as described herein for as long as there are sales
      of
      such Co-Developed Product in the Co-Development Territory (such payments, the
      “Net Income Payments”). Within [***] ([***]) days following the end of each
      Calendar Quarter commencing on and after the date of First Commercial Sale
      of
      each Co-Developed Product, Biotest and ImmunoGen shall submit to the JFC all
      Commercialization Expenses incurred by it with respect to such Co-Developed
      Product in the Co-Development Territory, as well as the Cost of Goods of the
      applicable Co-Developed Product, as well as Net Sales. Within [***] ([***])
      days
      following the end of the Calendar Quarter, the JFC shall submit to the Parties
      a
      written report setting forth in reasonable detail (a) the calculation of Annual
      Net Income, determined in accordance with Schedule
      1
      attached
      hereto and (b) the calculation of the amount of Annual Net Income payable to
      each Party in accordance with its respective Co-Promotion Percentage for that
      Co-Developed Product. In the event that the amount of Net Income Payments is
      not
      equally distributed between the Parties, the Party having received the greater
      portion of Net Income Payments shall pay to the other Party that portion of
      the
      excess amount within [***] ([***]) days following the end of the Calendar
      Quarter which generates the correct distribution according to the applicable
      Co-Promotion Percentage.

     

    6.4.3 Records;
      Audit Rights.
      Biotest
      and its Affiliates and Sublicensees shall keep and maintain for [***] ([***])
      years from the date of each payment of royalties hereunder complete and accurate
      records of their respective Commercialization Expenses, as well as all gross
      sales and Net Sales by Biotest and its Affiliates and Sublicensees of each
      Licensed Product, in sufficient detail to allow royalties to be determined
      accurately and ImmunoGen and its Affiliates and Sublicensees shall keep and
      maintain for [***] ([***]) years from the date of each payment of Net Income
      Payments complete and accurate records of its Commercialization Expenses, as
      well as all gross sales and Net Sales of each Co-Developed Product in sufficient
      detail to allow Net Income Payments to be determined accurately. Each Party
      shall have the right for a period of [***] ([***]) years after receiving any
      such payment to appoint at its expense an independent certified public
      accountant reasonably acceptable to the other Party to

     


    
      
        
        

      

      
        52

          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.

        

        
          

        

      

      
        
        

      

    

     

    inspect
      or
      audit the relevant records of such Party, its Affiliates and Sublicensees to
      verify that the amount of such payment was correctly determined. The Audited
      Party, its Affiliates and Sublicensees shall each make its records available
      for
      inspection or audit by such independent certified public accountant during
      regular business hours at such place or places where such records are
      customarily kept, upon reasonable notice from the Auditing Party, solely to
      verify that Commercialization Expenses, royalty and Net Income payments
      hereunder were correctly accounted for or determined. Such inspection or audit
      right shall not be exercised by the Auditing Party more than once in any
      Calendar Year or more than once with respect to sales of a particular Licensed
      Product in a particular period. All records made available for inspection or
      audit shall be deemed to be Confidential Information of the Audited Party.
      The
      results of each inspection or audit, if any, shall be binding on both Parties.
      In the event there was an underpayment by the Audited Party hereunder, the
      Audited Party shall promptly (but in any event no later than [***] ([***])
      days
      after the Audited Party’s receipt of the independent accountant’s report so
      concluding) make payment to the Auditing Party of any shortfall. In the event
      that there was an overpayment by the Audited Party hereunder, the Auditing
      Party
      shall promptly (but in any event no later than [***] ([***]) days after the
      Auditing Party’s receipt of the independent accountant’s report so concluding)
      refund to the Audited Party the excess amount. The Auditing Party shall bear
      the
      full cost of such audit unless such audit discloses an underreporting by the
      Audited Party of more than [***] percent ([***]%) of the aggregate amount of
      royalties or Net Income Payments payable, or Commercialization Expenses
      allocable, in any Calendar Year, in which case the Audited Party shall reimburse
      the Auditing Party for all costs incurred by the Auditing Party in connection
      with such inspection or audit.

     

    6.4.4 Overdue
      Royalties, Net Income Payments and Milestones.
      All
      royalty and Net Income Payments not made within the time period set forth in
      Section 6.4.1 and 6.4.2, and all milestone payments not made within the time
      period specified in Section 6.3.1, shall bear interest at a rate of [***]
      percent ([***]%) per month from the due date until paid in full or, if less,
      the
      maximum interest rate permitted by Applicable Laws. Any such overdue royalty,
      Net Income Payment or milestone payment shall, when made, be accompanied by,
      and
      credited first to, all interest so accrued.

     

    6.4.5 Withholding
      Taxes.
      All
      payments made by a Party hereunder shall be free and clear of any taxes, duties,
      levies, fees or charges except for applicable withholding taxes, if any. The
      paying Party shall make any applicable withholding payments due from the
      non-paying Party on its behalf and shall promptly thereafter provide the
      non-paying Party with written documentation of any such payment sufficient
      to
      enable non-paying Party to satisfy the requirements of the United States
      Internal Revenue Service or any tax authority of any other country, as
      applicable, with regard to an application for a foreign tax credit for such
      payment.

     

    6.4.6 Foreign
      Currency Exchange.
      All
      royalties and Net Income Payments shall be payable in full in United States
      Dollars, regardless of the countries in which sales are made. For the purpose
      of
      computing Net Sales for Licensed Products sold in any currency other than United
      States Dollars, the quarterly royalty payment will be calculated as
      follows:

     

    (A/B)
      x C=
      United States Dollars royalty payment on Net Sales sold in any currency other
      than United States Dollars during a Calendar Quarter, where

     


    
      
        
        

      

      
        53

          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.

        

        
          

        

      

      
        
        

      

    


    A=
      foreign
“Net Sales” (as defined above) in such Calendar Quarter expressed in such
      foreign currency;

     

    B=foreign
      exchange conversion rate, expressed in local currency of
      the foreign country per United States Dollar calculated using a simple four
      point average, i.e., (the rate at the beginning of the quarter + the rate at
      the
      end of month one + the rate at the end of month two + the rate at the end of
      the
      quarter)/4 as provided by the ECB for such accounting period; and

     

    C=
      the
      royalty rate(s) applicable to such Net Sales under this Agreement.

     

    For
      purposes of clarity, the ECB publishes reference currency exchange rates under
      the following internetl ink:http://www.bundesbank.de/statistik/statistik_aktuell_devisenkursstatistik.en.php.

     

    


     

    7. TREATMENT
      OF CONFIDENTIAL INFORMATION; 

     

    PUBLICITY;
      NON-SOLICITATION.

     

    
      	 	
              7.1

            	
              Confidentiality

            


    

     

    7.1.1 Confidentiality
      Obligations.
      Each
      Party recognizes that the other Party’s Confidential Information constitutes
      highly valuable assets of such other Party. ImmunoGen and Biotest each agrees
      that, subject to Section 7.1.2, during the Term and for an additional five
      (5)
      years thereafter, it will not disclose, and will cause its Affiliates and
      sublicensees not to disclose, any Confidential Information of the other Party
      and it will not use, and will cause its Affiliates not to use, any Confidential
      Information of the other Party except as expressly permitted hereunder. Without
      limiting the generality of the foregoing, each Party shall take such action,
      and
      shall cause its Affiliates and sublicensees to take such action, to preserve
      the
      confidentiality of the other Party’s Confidential Information as such Party
      would customarily take to preserve the confidentiality of its own Confidential
      Information.

     

    
      
        
        

      

      
        54

          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.

        

        
          

        

      

      
        
        

      

    

    7.1.2 Limited
      Disclosure.
      ImmunoGen
      and Biotest each agrees that disclosure of its Confidential Information may
      be
      made by the other Party to any employee, consultant or Affiliate of such other
      Party to enable such other Party to exercise its rights or to carry out its
      responsibilities under this Agreement; provided that any such disclosure or
      transfer shall only be made to Persons who are bound by written obligations
      as
      described in Section 7.1.3. In addition, ImmunoGen and Biotest each agrees
      that
      the other Party may disclose its Confidential Information (a) on a need-to-know
      basis to such other Party’s legal and financial advisors, or (b) as reasonably
      necessary in connection with an actual or potential (i) permitted sublicense
      of
      such other Party’s rights hereunder, or (ii) merger or sale or other transfer to
      a Third Party of all or substantially all of such Party’s capital stock or the
      assets which relate to this Agreement; provided the Person receiving such
      Confidential Information of the other Party agrees in writing to maintain the
      confidentiality of such Confidential Information of the other Party with terms
      at least as restrictive as those contained in Section 7.1.1. In addition, each
      Party agrees that the other Party may disclose such Party’s Confidential
      Information (A) as reasonably necessary to file, prosecute or maintain Patent
      Rights, or to file, prosecute or defend litigation related to Patent Rights,
      in
      accordance with this Agreement; or (B) as required by Applicable Laws; provided
      that, in the case of any disclosure under this clause (B), the disclosing Party
      shall (1) if practicable, provide the other Party with reasonable advance notice
      of and an opportunity to comment on any such required disclosure, (2) if
      requested by such other Party, seek, or cooperate in
      all
      reasonable respects with such other Party’s efforts to obtain, confidential
      treatment or a protective order with respect to any such disclosure to the
      extent available at such other Party’s expense, and (3) use good faith efforts
      to incorporate the comments of such other Party in any such disclosure or
      request for confidential treatment or protective order.

     

    7.1.3 Employees
      and Consultants.
      ImmunoGen and Biotest each hereby represents that all of its employees and
      consultants, and all of the employees and consultants of its Affiliates, who
      participate in the activities of the Collaboration or have access to
      Confidential Information of the other Party are or will, prior to their
      participation or access, be bound by written obligations to maintain such
      Confidential Information in confidence and not to use such information except
      as
      expressly permitted hereunder. Each Party agrees to use, and to cause its
      Affiliates to use, reasonable efforts to enforce such obligations.

     

    7.2 Publicity.
      The
      Parties acknowledge that the terms of this Agreement constitute Confidential
      Information of each Party and may not be disclosed except as permitted by
      Section 7.1.2. Notwithstanding anything to the contrary in Section 7.1, the
      Parties, upon the execution of this Agreement, shall mutually agree to a press
      release with respect to this Agreement and, once such press release is approved
      for disclosure by both Parties, either Party may make subsequent public
      disclosure of the contents of such press release without further approval of
      the
      other Party. Thereafter, neither Party shall publish, present or otherwise
      disclose publicly any material related to the Research Program or to the
      Development or Commercialization of a Licensed Product without the prior written
      consent of the other Party; provided, that notwithstanding the foregoing, (a)
      neither Party will be prevented from complying with any duty of disclosure
      it
      may have pursuant to Applicable Laws; and (b) either Party shall be permitted
      to
      publish such material in scientific journals or present such material at
      scientific conferences in accordance with Section 7.3; and (c) both Parties
      (i)
      expressly acknowledge that the respective other Party's ability to attract
      and
      raise capital is substantially dependent on its ability to publish, present
      or
      otherwise announce publicly developments in its research and development
      programs or in its product development pipeline and (ii) agree that they shall
      not unreasonably withhold, condition or delay their respective consent to any
      request by the respective other Party to publish, present or otherwise announce
      publicly developments in the Research Program or the Development or
      Commercialization of Licensed Products. 

     

     

    
      
        
        

      

      
        55

          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.

        

        
          

        

      

      
        
        

      

    

    7.3 Publications
      and Presentations.
      The
      Parties acknowledge that scientific publications must be strictly monitored
      to
      prevent any adverse effect from premature publication or dissemination of
      results of the activities hereunder or prepublication of patentable data and
      content. It
      is
      agreed that both Parties may issue press releases only
      pursuant
      to Section
      7.2. As
      long as
      ImmunoGen has not exercised a Co-Development Option to a Licensed Product,
      Biotest
      shall
      be
      entitled
      to publish details, data and/or results on the Research Program or the
      Development Program, e.g.,
      in
      scientific articles or oral presentations, pursuant to this Section
      7.3.
Provided
      that ImmunoGen has exercised a Co-Development Option to a Licensed Product
      both
      Parties shall be entitled to publish in full range on the respective Licensed
      Product only
      pursuant
      to this Section
      7.3.

     

    Except
      as
      required by Applicable Laws, each Party agrees that it shall not publish or
      present, or permit to be published or presented, the results of the Research
      Program or the Development or Commercialization of a Licensed Product, including
      but not limited to, studies or clinical trials 


    carried
      out by such Party as part of the Collaboration under this Agreement, without
      the
      prior review by and the approval of, the JDC, with respect to Development
      activities or, provided that ImmunoGen has exercised a Co-Development
      Option
      and a JMC has been established,
      the JMC,
      with respect to Commercialization activities. Each Party shall provide to the
      JDC the opportunity to review any of the submitting Party’s proposed abstracts,
      manuscripts or presentations (including information to be presented verbally)
      which relate to the Research Program or the Development or Commercialization
      of
      a Licensed Product at least [***] ([***]) days prior to its intended
      presentation or submission for publication, and such submitting Party agrees,
      upon written request from the JDC within such [***] ([***]) day period, not
      to
      submit such abstract or manuscript for publication or to make such presentation
      until the other Party is given up to [***] ([***]) days from the date of such
      written request to seek appropriate patent protection for any material in such
      publication or presentation which the JDC reasonably believes is patentable.
      Once such abstracts, manuscripts or presentations have been reviewed by the
      JDC,
      the same abstracts, manuscripts or presentations do not have to be provided
      again to the JDC for review for a later submission for publication. Each Party
      also shall have the right to require that its Confidential Information that
      is
      disclosed in any such proposed publication or presentation be deleted prior
      to
      such publication or presentation. In any permitted publication or presentation
      by a Party, the other Party’s contribution shall be duly recognized, and
      co-authorship shall be determined in accordance with customary industry
      standards.

     

    
      
        
        

      

      
        56

          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.

        

        
          

        

      

      
        
        

      

    

    8. LICENSE
      GRANTS; EXCLUSIVITY

     

    
      	 	
              8.1

            	
              Research
                Licenses.

            


    

     

    8.1.1 ImmunoGen
      Grant.
      Subject
      to
      the other terms of this Agreement, ImmunoGen hereby grants to Biotest and its
      Affiliates during the Term an exclusive, royalty-free, worldwide license,
      without the right to grant sublicenses, under the Licensed Technology and
      Licensed Patent Rights and ImmunoGen’s interest in [***] Conjugate Patent
      Rights, Joint Technology and Joint Patent Rights for the sole purpose of
      researching Licensed Products in the Field, under the Research Program in
      accordance with the Research Plan and in accordance with the Development Plan;
      provided, that, ImmunoGen expressly retains such rights as may be necessary
      to
      (a) conduct ImmunoGen Activities assigned to ImmunoGen under the Research
      Program and (b) to conduct research and process development activities with
      respect to Licensed Products. 

     

    8.1.2 Biotest
      Grant.
      Subject
      to
      the other terms of this Agreement, Biotest hereby grants to ImmunoGen and its
      Affiliates during the Term, a non-exclusive, royalty-free, worldwide license
      in
      the Field, without the right to grant sublicenses, under Biotest Technology
      and
      Biotest Patent Rights and Biotest’s interest in [***] Conjugate Patent Rights,
      Joint Technology and Joint Patent Rights for the sole purpose of conducting
      ImmunoGen Activities under the Research Program in accordance with the Research
      Plan and/or in connection with the Development of Licensed Products, provided
      that Biotest expressly retains such rights that may be necessary to (a) conduct
      the activities assigned to Biotest under the Research Program,
      and (b)
      to conduct research and development activities with respect to Licensed
      Products.

     

    8.2 Development
      and Commercialization Licenses. 

    
 

    8.2.1 ImmunoGen
      Grant.
      ImmunoGen hereby grants
      to Biotest during the Term an exclusive, royalty-bearing license, including
      the
      right to grant sublicenses as provided in Section 8.3, under the Licensed
      Technology and Licensed Patent Rights and ImmunoGen’s interest in [***]
      Conjugate Patent Rights, Joint Technology, Joint Patent Rights and Improvements,
      for the sole purpose of Developing and Commercializing Licensed Products in
      the
      Field in the Territory. 

     

    8.2.2 Biotest
      Grant.
      Biotest
      hereby grants to ImmunoGen during the Term a co-exclusive, royalty-free, fully
      paid license, including the right to grant sublicenses solely to the extent
      as
      provided in Section
      5,
      under Biotest Technology and Biotest Patent Rights and Biotest’s interest in
      [***] Conjugate Patent Rights, Joint Technology and Joint Patent Rights for
      the
      sole purpose of Co-Developing and Co-Promoting Co-Developed Products in the
      Field in the Co-Development Territory and to use the Licensed Product Trademark
      to Co-Promote Co-Developed Products in the Co-Development
      Territory.

     

    8.2.3 Improvement
      License.
      Biotest
      hereby grants to ImmunoGen a non-exclusive, fully paid, irrevocable,
      royalty-free license, including the right to grant sublicenses as provided
      below
      in this Section 8.2.3, under Biotest’s interest in Improvements Controlled by
      Biotest, (a)
      to
      manufacture Research Materials, Clinical Materials and/or Preclinical Materials
      pursuant to the terms of this Agreement, and/or each applicable Supply
      Agreement and
      (b) to
      develop, make, have made, use, sell, have sold, offer for sale, import, have
      imported, export and have exported any product that is not a Licensed Product,
      and otherwise exploit such Improvements for all uses that are not otherwise
      prohibited by this
      Agreement
      and that
      do not involve a Licensed Product;
      provided, that, (i) any
      grant by ImmunoGen
      of a sublicense is only made in connection with the grant of a license to
      Technology Controlled by ImmunoGen and used in the conjugation of MAY Compounds
      to binding proteins; and (ii) the right of ImmunoGen to grant any such
      sublicense is subject to Biotest obtaining a grant back of a non-exclusive,
      fully paid, irrevocable, royalty-free license, including the right to grant
      sublicenses, under that sublicensee’s improvements, enhancements or
      modifications to ImmunoGen Technology and/or ImmunoGen Patent Rights, to Develop
      and Commercialize Licensed Products in the Field and in the Territory in
      accordance with Section 8.2.1 of this Agreement.

     

    
      
        
        

      

      
        57

          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.

        

        
          

        

      

      
        
        

      

    

    8.3 Right
      to Sublicense. 

     

    8.3.1 Biotest.
      Biotest
      shall, at any time, have the right to grant sublicenses and to sign
      collaboration agreements under the license granted to it under Section 8.2.1
      to
      any Affiliate of Biotest and to any Third Party with
      respect to any Licensed Product; provided, that, it shall be a condition of
      any
      such sublicense that (a) such Sublicensee agrees to be bound by all terms of
      this Agreement applicable to the subject matter of such sublicense; (b) to
      the
      extent such Sublicensee is a Third Party, Biotest shall provide written notice
      to ImmunoGen of any such proposed sublicense at least [***] ([***]) days prior
      to such execution and provide copies to ImmunoGen of each such sublicense
      substantially in the form to be executed at least [***] ([***]) business days
      prior to such execution (with appropriate redaction of confidential and/or
      financial terms); (c) if Biotest grants a sublicense, Biotest shall be deemed
      to
      have guaranteed that such Sublicensee will fulfill all of Biotest’s obligations
      under this Agreement applicable to the subject matter of such sublicense; (d)
      Biotest shall not be relieved of any of its obligations pursuant to this
      Agreement as a result of such sublicense; and (e) if such sublicense agreement
      is effective
      prior to ImmunoGen exercising its Co-Development Option under Section 5.1.1
      with
      respect to the applicable Licensed Product, all payments related to such
      agreement shall be
      the
      sole responsibility of
      Biotest
      and, subject to Section 6.4.1, all income related to such agreement shall be
      solely owned by Biotest and shall not be shared between Biotest and ImmunoGen
      in
      any way. 

     

    8.3.2 ImmunoGen.
      To the
extent
      provided
      in Section 5.3, ImmunoGen shall have the right to grant sublicenses under the
      license granted to it under Section 8.2.2 to any Affiliate of ImmunoGen and
      to
      any Third Party with respect to any Co-Developed Product in the Co-Development
      Territory with respect to which ImmunoGen has exercised its Co-Development
      Option; provided, that: it shall be a condition of any such sublicense that
      (a)
      such Third Party agrees to be bound by all terms of this Agreement applicable
      to
      the Development and Commercialization of Co-Developed Products in the
      Co-Development Territory; (b) ImmunoGen shall provide written notice to Biotest
      of any such proposed sublicense at least [***] ([***]) days prior to such
      execution and provide copies to Biotest of each such sublicense substantially
      in
      the form to be executed at least [***] ([***]) business days prior to such
      execution (with appropriate redaction of confidential and/or financial terms);
      (c) if ImmunoGen grants a sublicense, ImmunoGen shall be deemed to have
      guaranteed that such Third Party will fulfill all of ImmunoGen’s obligations
      under this Agreement applicable to the subject matter of such sublicense; and
      (d) ImmunoGen shall not be relieved of any of its obligations pursuant to this
      Agreement as a result of such sublicense.

     

    8.4 No
      Other Rights.
      Biotest
      shall have no rights to use or otherwise exploit ImmunoGen Technology, ImmunoGen
      Patent Rights or ImmunoGen Materials, and ImmunoGen shall have no rights to
      use
      or otherwise exploit Biotest Technology, Biotest Patent Rights or Biotest
      Materials, in each case, except as expressly set forth herein.  

     


    
      
        
        

      

      
        58

          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.

        

        
          

        

      

      
        
        

      

    


    8.5 Restricted
      Activities of ImmunoGen. During
      the
      Term, ImmunoGen shall not, and shall cause each of its Affiliates to not,
      develop or commercialize, or grant any license or right to any Third Party
      to
      utilize any Technology or Patent Rights Controlled by ImmunoGen or any of its
      Affiliates at any time during the Term for the development or commercialization
      of any
      other
      conjugate comprising a MAY Compound and an Antibody that targets
      [***].
      If,
      within [***] ([***]) years of the Effective Date, ImmunoGen decides, in its
      discretion, to [***] to [***] to a [***] [***] a [***] to [***], [***], [***]
      and/or [***] a [***] [***] (i) an Antibody that targets [***], and (ii) [***]
      or
      [***] [***] [***] Controlled by ImmunoGen [***] than [***] [***], including
      without limitation [***], [***] and [***] (an “[***] [***] [***]”), then [***]
      [***] so [***] [***] and, if [***] provides [***] [***] to [***] of its [***]
      in
      [***] a [***] to such [***] [***] [***] by itself or through any of its
      Affiliates within [***] ([***]) [***] following [***] of such [***], then [***]
      [***], for a [***] of [***] ([***]) [***], [***] [***] [***] [***] [***] with
      [***] with respect to the [***] to [***], or to its respective Affiliate, as
      applicable, of a [***] to [***] and [***] such [***] [***] [***] under [***]
      and
      [***] [***] [***] to the Parties. 

     

    9. INTELLECTUAL
      PROPERTY RIGHTS

     

    9.1 Disclosure
      of Inventions.
      Each of
      ImmunoGen and Biotest shall promptly provide the other Party through the Patent
      Coordinators with written notice concerning all Program Inventions that are
      conceived or reduced to practice by employees or consultants of either of them
      or their Affiliates, alone or jointly with employees or consultants of the
      other
      Party or its Affiliates. The Parties shall, through the Patent Coordinators,
      amend Schedule
      2
      from time
      to time during the Term to list any inventions that are Licensed Patent
      Rights.

     

    9.1.1 ImmunoGen
      Intellectual Property Rights.
      As
      between the Parties, ImmunoGen shall have sole and exclusive ownership of all
      right, title and interest on a worldwide basis in and to any and all ImmunoGen
      Technology and ImmunoGen Patent Rights, subject to the rights of, and the
      licenses granted to, Biotest as set forth herein.

     

    9.1.2 Biotest
      Intellectual Property Rights.
      As
      between the Parties, Biotest shall have sole and exclusive ownership of all
      right, title and interest on a worldwide basis in and to any and all Biotest
      Technology,
      Biotest
      Patent Rights
      and Patent Rights on
      Program Inventions that cover the composition
      of matter
      and/or a
      method of use relating specifically to the Anti-[***]
      Antibody, and
      such Patent Rights shall be assigned to Biotest, subject
      to
      the rights of, and the licenses granted to, ImmunoGen as set forth herein.
      

     

    9.1.3 Joint
      Technology Rights, [***] Conjugate Patent Rights.
      Biotest
      and ImmunoGen shall jointly own all Joint Technology,
      Joint
      Patent Rights and [***] Conjugate Patent Rights. Subject to the rights of,
      and
      the licenses granted to, each Party hereunder,
      as joint
      owners of such rights the Parties hereby agree that in each case in accordance
      with the provisions of this Agreement (a) each
      Party may use,
      exploit or license or sublicense to any Affiliate or Third Party such Joint
      Technology and/or Joint Patent Rights for any or all purposes without
      restriction and without any obligation to account to the other Party and (b)
      each Party may use for internal research purposes [***] Conjugate Patent Rights
      but may only exploit or license or sublicense to any Affiliate or Third Party
      [***] Conjugate Patent Rights pursuant to written agreements to be negotiated
      in
      good faith and consented to by the other Party, which consent shall not be
      unreasonably withheld or conditioned.

     


    
      
        
        

      

      
        59

          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.

        

        
          

        

      

      
        
        

      

    

     

    
      9.2  Patent
      Coordinators.
      ImmunoGen and Biotest
      shall each appoint a patent coordinator reasonably acceptable to the other
      Party
      (each, a “Patent Coordinator”), who shall serve as such Party’s primary liaison
      with the other Party on matters relating to patent filing, prosecution,
      maintenance and enforcement. Each Party may replace its Patent Coordinator
      at
      any time by notice in writing to the other Party. 

     

    9.3 Inventorship.
      In case
      of a dispute between ImmunoGen and Biotest over inventorship, such dispute
      shall
      be resolved by application of United States patent law by patent counsel
      selected by the JDC who (and whose firm) is not at the time of the dispute,
      and
      was not at any time during the five (5) years prior to such dispute, performing
      services for either of the Parties. Expenses for and of such patent counsel
      shall be shared equally by the Parties.

     

    10. FILING,
      PROSECUTION AND MAINTENANCE OF PATENT RIGHTS

     

    10.1 Patent
      Filing, Prosecution and Maintenance.
      The JDC
      shall determine the jurisdictions within the Territory in which patent
      applications will be filed with respect to Joint Patent Rights. Subject to
      the
      foregoing, the responsibility for filing, prosecution and maintaining Patent
      Rights shall be as follows:

     

    10.1.1 ImmunoGen
      Patent Rights.
      As
      between the Parties, ImmunoGen, acting through patent counsel of its choice,
      shall be responsible, at its sole expense, for the preparation, filing,
      prosecution and maintenance of all ImmunoGen Patent Rights. At ImmunoGen’s
      request, Biotest shall cooperate with ImmunoGen in all reasonable respects,
      at
      ImmunoGen’s expense, in connection with such preparation, filing, prosecution
      and maintenance of ImmunoGen Patent Rights.

     

    10.1.2 Biotest
      Patent Rights.
      As
      between the Parties, Biotest, acting through patent counsel of its choice,
      shall
      be responsible, at its own expense, for the preparation, filing, prosecution
      and
      maintenance of all Biotest Patent Rights
      and [***]
      Conjugate Patent Rights.
      At
      Biotest’s request, ImmunoGen shall cooperate with and assist Biotest in all
      reasonable respects, at Biotest’s expense, in connection with such preparation,
      filing, prosecution and maintenance of Biotest
      Patent
      Rights and/or [***] Conjugate
      Patent
      Rights.

     

    10.1.3 Joint
      Patent Rights.
      

     

    (a) Subject
      to subsection (b),
Biotest,
      acting through an agent of its choice, shall have primary responsibility for
      the
      filing, prosecution and maintenance of Joint Patent Rights that contain one
      or
      more claims that solely cover any Licensed Product or its manufacture or a
      method of its delivery or its use. Biotest agrees to consult with ImmunoGen
      regarding the filing and contents of any application, amendment, submission
      or
      response filed in connection with such Joint Patent Rights, and agrees that
      the
      advice and suggestions of ImmunoGen and its patent counsel shall be taken into
      reasonable consideration. 

     

    (b)
       ImmunoGen,
      acting through an agent
      of its choice, shall have primary responsibility for the filing, prosecution
      and
      maintenance of Joint Patent Rights that contain one or more claims that cover
      MAY Compounds in general and/or that cover both a Licensed Product and one
      or
      more other products Controlled by ImmunoGen. ImmunoGen agrees to consult with
      Biotest regarding the filing and contents of any application, amendment,
      submission or response filed in connection with such Joint Patent Rights, and
      agrees that the advice and suggestions of Biotest and its patent counsel shall
      be taken into reasonable consideration.


    
      
        
        

      

      
        60 
          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.

        

        
          

        

      

      
        
        

      

    

    


    (c) Unless
      the Parties
      otherwise agree, the Parties, acting through patent counsel or agents of its
      choice, shall be jointly responsible for the preparation, filing, prosecution
      and maintenance of all Joint Patent Rights not covered by 10.1.3 (a) or (b)
      above.
      Each filing Party shall
      provide the other Party and its patent counsel with an opportunity to consult
      with the filing Party and its patent counsel regarding the filing and contents
      of any application, amendment, submission or response filed in connection with
      the Joint Patent Rights. The filing Party hereby agrees that the advice and
      suggestions of the other Party and its patent counsel shall be taken into
      reasonable consideration by the filing Party and its patent counsel in
      connection with each filing. Each Party shall, upon request from the filing
      Party and at the filing Party’s sole cost, reasonably cooperate with the filing
      Party in connection with such patent filing activities. 

    


    10.1.4 Abandonment.

     

    (a) If
      ImmunoGen decides or so suggests, as applicable, to abandon or to allow to
      lapse, or otherwise determines not to prosecute in any country or region
      (including without limitation by determining not to designate a particular
      country in a PCT procedure), any of the Licensed Patent Rights, Licensed
      Product
      Trademarks
      or
any
      Joint
      Patent Rights for
      which
      it is the filing party under Sections 10.1.1 or 10.1.3
      in any
      country or region in the Territory, ImmunoGen shall inform Biotest of such
      decision or suggestion, as applicable, promptly and, in any event, a reasonable
      amount of time prior to any applicable deadline that may be necessary to
      establish or preserve such Licensed Patent Rights, Licensed
      Product
      Trademarks
      or Joint
      Patent Rights in such country or region. Biotest shall have the right to assume
      sole responsibility for continuing the prosecution of such Licensed Patent
      Rights, Licensed
      Product
      Trademarks
      or Joint
      Patent Rights in such country or region and paying any required fees to maintain
      such Licensed Patent Rights, Licensed
      Product
      Trademarks
      or Joint
      Patent Rights in such country or region or defending such Licensed Patent
      Rights,
      Licensed Product Trademarks
      or Joint
      Patent Rights, in each case at Biotest’s sole discretion and expense and through
      patent counsel of its choice. Biotest shall not become an assignee of such
      Licensed Patent Rights, Licensed
      Product
      Trademarks
      or Joint
      Patent Rights as a result of its assumption of such responsibility under this
      Section 10.1.4(a)
      and
such Licensed
      Patent Rights or Joint Patent Rights shall remain subject to this
      Agreement.
      Upon
      transfer of ImmunoGen’s responsibility for prosecuting, maintaining and
      defending any of the Licensed Patent Rights, Licensed
      Product
      Trademarks
      or Joint
      Patent Rights to Biotest under this Section 10.1.4(a),
      (i)
      ImmunoGen shall promptly deliver to Biotest copies of all necessary files
      related to the Licensed Patent Rights, Licensed
      Product
      Trademarks
      or Joint
      Patent Rights with respect to which responsibility has been transferred and
      shall take all actions and execute all documents reasonably necessary for
      Biotest to assume such prosecution, maintenance and defense and (ii)
Biotest
      shall have the right to [***] its [***] [***] and [***] [***] on and after
      the
      date of such transfer applicable to the filing, establishing, preserving,
      maintaining, prosecuting and/or defending of such transferred Licensed Patent
      Rights, Licensed Product Trademarks and/or Joint Patent Rights against [***]
      [***] [***] on [***] [***] [***] of [***] [***] covered by the Licensed Patent
      Rights, Licensed
      Product
      Trademarks
      or Joint
      Patent Rights with respect to which responsibility has been transferred.
 

     

    (b) If
      Biotest
      decides or so suggests, as applicable, to abandon or to allow to lapse, or
      otherwise determines not to prosecute in any country or region
      (including

     


    
      
        
        

      

      
        61

          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.

        

        
          

        

      

      
        
        

      

    

     

    without
      limitation by determining not to designate a particular country in a PCT
      procedure) any of
      the [***]
      Conjugate Patent Rights or
      Joint
      Patent Rights
      for which
      it is the filing party under Sections 10.1.2 or 10.1.3
      in any
      country or region in the Territory, Biotest shall inform ImmunoGen of such
      decision or suggestion, as applicable, promptly and, in any event, a reasonable
      amount of time prior to any applicable deadline that may be necessary to
      establish or preserve such [***]
      Conjugate Patent Rights or Joint
      Patent
      Rights in such country or region. ImmunoGen shall have the right to assume
      sole
      responsibility for continuing the prosecution of such [***]
      Conjugate Patent Rights or
      Joint
      Patent Rights in such country or region and paying any required fees to maintain
      such [***]
      Conjugate Patent Rights or Joint
      Patent Rights in such country or region or defending such [***]
      Conjugate Patent Rights or Joint
      Patent
      Rights, in each case at ImmunoGen’s sole discretion [***] [***] and through
      patent counsel of its choice. ImmunoGen shall not become an assignee of such
      [***]
      Conjugate Patent Rights or Joint
      Patent Rights as a result of its assumption of such responsibility under this
      Section 10.1.4(b)
      and
such [***]
      Conjugate Patent Rights or Joint Patent Rights shall remain subject to this
      Agreement.
      Upon
      transfer of Biotest’s responsibility for prosecuting, maintaining and defending
      any of the [***]
      Conjugate Patent Rights or Joint
      Patent Rights to ImmunoGen under this Section 10.1.4(b),
      Biotest shall promptly deliver to ImmunoGen copies of all necessary files
      related to the [***]
      Conjugate Patent Rights or Joint
      Patent Rights with respect to which responsibility has been transferred and
      shall take all actions and execute all documents reasonably necessary for
      ImmunoGen to assume such prosecution, maintenance and defense. 

     

    
      	 	
              10.2

            	
              Legal
                Actions.

            


    

     

    10.2.1 Third
      Party
      Infringement.
The
      Parties, understanding
      that the value of a Licensed Product is related to the exclusivity provided
      thereto by the [***]
      Conjugate
      Patent Rights and the Joint Patent Rights, agree that:

     

    (a) In
      the
      event either Party becomes aware of any potential infringement in the Field
      of,
      or the submission by any Third Party of an abbreviated NDA under the
      Hatch-Waxman Act for any generic approval of a Licensed Product in the Field
      that is covered by, any Licensed Patent Rights, ImmunoGen Patent Rights,
[***]
      Conjugate
      Patent
      Rights, Biotest Patent Rights or Joint Patent Rights (an “Infringement”), that
      Party shall promptly notify the other Party of such potential Infringement
      and
      provide it with all details thereof of which it is aware (each, an “Infringement
      Notice”).

      

    (b) [***]
      shall have the first right and option, but not the obligation, to (i) eliminate
      any such Infringement that is covered by the [***]
      Conjugate
      Patent
      Rights and any Joint Patent
      Rights that
      contain one or more claims that solely cover any Licensed Product or its
      manufacture or a method of its delivery or its use
      and/or
      (ii) institute any patent infringement lawsuit(s) against a Third Party filing
      an abbreviated NDA for generic approval of a Licensed Product (for example,
      a
      Paragraph IV certification against such a patent listed in the Orange Book)
      by
      reasonable steps, which may include, in any case, the institution of legal
      proceedings or other action. [***] agrees that, consistent with the Parties’
interests hereunder, [***] shall be consulted with respect to decisions related
      to defense of [***]
      Conjugate
      Patent
      Rights and such Joint Patent Rights. Subject to Section 10.2.1(f), all costs,
      including, without limitation, attorneys’ fees, relating to such legal
      proceedings or other action shall be borne by [***]. If [***] does not take
      commercially reasonable steps to eliminate the Infringement within [***]
      [***]


    
      
        
        

      

      
        62

          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.

        

        
          

        

      

      
        
        

      

    

     

    [***]
      ([***]) days from an Infringement Notice or within [***] ([***]) days in the
      case of a certification against a patent listed in the Orange Book, [***] shall
      have the right to defend the applicable [***]
      Conjugate
      Patent
      Rights and/or Joint Patent Rights, at its sole cost and expense.

    


    (c) ImmunoGen shall
      have
      the first right and option, but not the obligation, to eliminate any such
      Infringement that is covered by the Licensed Patent Rights and/or any Joint
      Patent Rights that contain
      one or more claims
      that cover MAY Compounds in general and/or that cover both a Licensed Product
      and one or more other products Controlled by ImmunoGen
      by taking
      reasonable steps, which may include the institution of legal proceedings or
      other action; provided, that, notwithstanding the foregoing, Biotest agrees
      to
      cooperate in good faith with ImmunoGen or any Third Party from which ImmunoGen
      has licensed ImmunoGen Patent Rights to determine the most reasonable method
      of
      eliminating the Infringement in view of the Parties’ respective interests and
      ImmunoGen’s obligations to such Third Party. ImmunoGen agrees that, consistent
      with the Parties’ interests hereunder, Biotest shall be consulted with respect
      to decisions related to such defense of the Licensed Patent Rights and/or any
      Joint Patent Rights. Subject to Section 10.2.1(f), all costs, including, without
      limitation, attorneys’ fees, relating to such legal proceedings or other action
      shall be borne by ImmunoGen.  If
      ImmunoGen does not take commercially reasonable steps to eliminate the
      Infringement within [***] [***] [***] ([***]) days from any Infringement Notice
      (or [***] ([***]) days in the case of an Infringement under the Hatch-Waxman
      Act, e.g., in the case of a certification against a patent listed in the Orange
      Book), then Biotest shall have the right and option to do so at its expense.
      

    


    (d) Biotest
      shall have the first right and option, but not the obligation, to eliminate
      any
      such Infringement that is covered by the Biotest Patent Rights by taking
      reasonable steps, which may include the institution of legal proceedings or
      other action. Subject to Section 10.2.1(f), all costs, including, without
      limitation, attorneys’ fees, relating to such legal proceedings or other action
      shall be borne by Biotest. 

    


    (e) ImmunoGen
      shall have the first right and option, but not the obligation, to eliminate
      any
      such Infringement that is covered by the Licensed Patent Rights (to the extent
      such defense is not covered by Section 10.2.1[d]) and/or the ImmunoGen Patent
      Rights by taking reasonable steps, which may include the institution of legal
      proceedings or other action. Subject to Section 10.2.1(f), all costs, including,
      without limitation, attorneys’ fees, relating to such legal proceedings or other
      action shall be borne by ImmunoGen. 

    


    (f) Notwithstanding
      anything
      to the contrary in this Section 10.2.1, if ImmunoGen has exercised its
      Co-Development Option with respect to a Licensed Product under Section 5.1.1
      of
      this Agreement, both Biotest and ImmunoGen (in each case directly or through
      a
      Third Party partner, as applicable) will be responsible for jointly eliminating
      any Infringement of [***]
      Conjugate
      Patent Rights and/or Joint Patent Rights in the Co-Development Territory by
      reasonable steps, which may include the institution of legal proceedings or
      other action, at shared cost. Notwithstanding this joint responsibility, the
      Parties agree that [***] shall lead the defense of such potential infringement,
      with full cooperation and input from [***]. All
      costs and
      expenses reasonably incurred by either Party under this subsection (f) shall,
      to
      the extent

     


    
      
        
        

      

      
        63

          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.

        

        
          

        

      

      
        
        

      

    

     

    related
      to
      the Commercialization of a Co-Developed Product in the Co-Development Territory,
      be deemed to be Commercialization Expenses.

     

    (g) Each
      Party shall have the
      right to participate, and be represented by counsel that it selects, in any
      legal proceedings or other action instituted under this Section by the other
      Party. If a Party with the right to initiate legal proceedings under this
      Section to eliminate an Infringement lacks standing to do so and the other
      Party
      has standing to initiate such legal proceedings, then the Party with standing
      shall initiate such legal proceedings at the request and expense of the other
      Party. Neither
      Party shall settle any Infringement claim or proceeding under this Section
      10.2.1 without the prior written consent of the other Party, which consent
      shall
      not be unreasonably withheld, conditioned or delayed.

     

    (h) In
      any
      action, suit or proceeding instituted under this Section 10.2.1, the Parties
      shall cooperate with and assist each other in all reasonable respects. Upon
      the
      reasonable request of the Party instituting such action, suit or proceeding,
      the
      other Party shall join therein and shall be represented using counsel of its
      own
      choice, at the requesting Party’s expense. 

     

    (i) Any
      amounts recovered by the Parties pursuant to this Section, whether by settlement
      or judgment, shall be allocated in the following order: (i) first, to reimburse
      Biotest and ImmunoGen for their reasonable Out-of-Pocket Costs in making such
      recovery (which amounts shall be allocated pro rata if insufficient to cover
      the
      totality of such expenses); and (ii) then, (A) to the extent the Infringement
      relates to a Royalty-Bearing Product in the Royalty-Bearing Territory, to
      Biotest in reimbursement for lost sales associated with such Royalty-Bearing
      Products and to ImmunoGen in reimbursement for lost royalties owing hereunder
      based on such lost sales and (B) to the extent the Infringement relates to
      a
      Co-Developed Product in the Co-Development Territory, to the calculation of
      Net
      Income with respect to such Co-Developed Product. Any other damages, awards
      or
      amounts recovered (including for punitive damages) shall be allocated as
      follows: (A) if [***] is the Party bringing such suit or proceeding or taking
      such other legal action, [***] percent ([***]%) to [***] and [***] percent
      ([***]%) to [***], (B) if [***] is the Party bringing such suit or proceeding
      or
      taking such other legal action, [***]
      percent
      ([***]%)
      to
      [***]
      and (C)
      if the suit is brought jointly, [***] percent ([***]%) to [***]
      Party.

     

    (j) For
      purposes of clarity,
      the Parties acknowledge that this Section concerns enforcement of the various
      Patent Rights defined in this Agreement, and does not relate to ownership of
      the
      various Patent Rights defined in this Agreement, which are recognized to be
      separate legal issues.

     

    


    10.2.2 Defense
      of Claims.
      In the
      event that any action, suit or proceeding is brought against either Party or
      any
      Affiliate or sublicensee of either Party alleging the infringement of the
      Technology or Patent Rights of a Third Party by reason of the conduct of the
      Research Program, the Development or Commercialization of any Licensed Product
      under the Licensed Patent Rights: (a) ImmunoGen as the owner of the Licensed
      Patent Rights shall have the right, but not the obligation, to
      defend
      such action, suit or proceeding at its sole expense; (b) Biotest shall have
      the
      right to participate by separate counsel at its own expense in any such action,
      suit or proceeding; and (c) the Parties shall cooperate with each other in
      all
      reasonable respects in any such action, suit or proceeding. In the event that
      any action, suit or proceeding is

     


    
      
        
        

      

      
        64

          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.

        

        
          

        

      

      
        
        

      

    

     

    brought
      against either Party or any Affiliate or sublicensee of either Party alleging
      the infringement of the Technology or Patent Rights of a Third Party by reason
      of the conduct of the Research Program, the Development or Commercialization
      of
      any Licensed Product under Biotest Patent Rights: (a) Biotest as the owner
      of
      the Biotest Patent Rights shall have the right, but not the
      obligation, to
      defend
      such action, suit or proceeding at its sole expense; (b) the Parties shall
      cooperate with each other in all reasonable respects in any such action, suit
      or
      proceeding. If such action, suit or proceeding relates to Co-Developed Products
      in the Co-Development Territory or relates to Joint Patent Rights or
[***]
      Conjugate Patent Rights,
      both
      Parties shall equally share the cost and expense of any such action, suit or
      proceeding and the cost and expense of the above shall be used to calculate
      Net
      Income for that Co-Developed Product. Each Party shall provide the other Party
      with prompt written notice of the commencement of any such suit, action or
      proceeding, or of any allegation of infringement of which such Party becomes
      aware, and shall promptly furnish the other Party with a copy of each
      communication relating to the alleged infringement that is received by such
      Party. For purposes of clarity, nothing in this Section 10.2.2 shall affect
      the
      right of ImmunoGen to defend itself in any such action, suit or proceeding
      relating to ImmunoGen Patent Rights. Biotest shall not compromise, litigate,
      settle or otherwise dispose of any such suit, action or proceeding that involves
      the use of ImmunoGen Patent Rights without ImmunoGen’s prior written consent,
      which shall not be unreasonably withheld, conditioned or delayed.

     

    10.3 Trademark
      Prosecution.
      Biotest
      shall be responsible for the filing, prosecution, defense and maintenance before
      all trademark offices of the Licensed Product Trademarks at Biotest’s
      expense. 
      In the
      event that ImmunoGen has exercised a Co-Development Option to a Licensed Product
      both Parties shall be responsible for the filing, prosecution, defense and
      maintenance before all trademark offices in the Co-Development Territory of
      the
      Licensed Product Trademarks of such Co-Developed Product under the direction
      of
      the JDC
      or
JMC,
      as
      appropriate,
      and shall
      equally share all expenses related thereto.

     

    10.4 Orange
      Book
Listing.
      The Parties agree that,
      upon the filing of an NDA covering a Licensed Product, the Parties will
      designate which Party shall be responsible for listing the Patent Rights
      covering the Licensed Product in the Orange Book and, subject to the foregoing,
      the Party so designated shall promptly list such Patent Rights in the Orange
      Book.

     

    11. TERM
      AND TERMINATION

    


    11.1 Term.
      This
      Agreement shall commence on the Effective Date and shall continue in full force
      and effect until such time as all Royalty Terms for all Licensed Products have
      ended, unless earlier terminated in accordance with the provisions of this
      Section 11 (the
      “Term”).
      Thereafter, if not earlier terminated pursuant to Section 11.2, Biotest shall
      have a worldwide, fully paid-up and royalty-free license for the use and the
      Commercialization of all Licensed Products. In the event that either Party
      discontinues with its activities under this Agreement for good and valid
      reasons, including, without limitation, toxicological, pharmaceutical and
      ethical reasons, then the Parties shall, in good faith, discuss the situation
      and use commercially reasonable efforts in order to agree on an appropriate
      solution, including, without limitation, an early termination of or an amendment
      to this Agreement. In the event of a dispute between the Parties as to whether
      or not any discontinuation by a Party of its activities under this Agreement
      is
      justified by good and valid reasons, such dispute shall first, according
      to

     


    
      
        
        

      

      
        65

          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.

        

        
          

        

      

      
        
        

      

    

     

    Section
      2.1.6, be referred to the JSC, and, to the extent not resolved by the JSC,
      referred to arbitration according to Section 14.1. 

     

    11.2 Termination.
      This
      Agreement may only be terminated at any time by either Party, or by the Party
      specified, as follows:

     

    11.2.1 Termination
      for Breach.
      Either
      Party may terminate this Agreement, effective immediately upon written notice
      to
      the other Party, by giving [***] ([***]) days’ written notice to the other Party
      committing any material breach with respect to the failure to pay any amounts
      due hereunder and [***] ([***]) days’ written notice to the Party committing any
      other material breach; provided that, notwithstanding any indemnity claims
      of
      the non-breaching Party against the Party committing the breach according to
      Section 13, such material breach would render it reasonably unacceptable for
      the
      other Party to continue with the collaboration with the breaching Party and
      the
      activities under this Agreement. Notwithstanding anything to the contrary set
      forth herein, (a) if the asserted breach is cured or shown to be non-existent
      within the applicable cure period, the notice of breach hereunder shall be
      deemed automatically withdrawn and (b) a material default by a Party shall
      not
      give rise to the termination right under this Section 11.2.1 to the extent
      such
      material default arises from a Force Majeure event described in Section 14.11;
      provided, that the Party allegedly breaching the Agreement shall have the burden
      of demonstrating the occurrence of the Force Majeure event. In the event of
      a
      dispute between the Parties as to whether or not any conduct of either Party
      constitutes a material breach, such dispute shall, first, according to Section
      2.1.6, be referred to the JSC, and, to the extent not resolved by the JSC,
      be
      referred to arbitration according to Section 14.1. 

     

    11.2.2 Termination
      for Insolvency.
      

     

    (a)
       In
      the
      event of Bankruptcy of a Party, then the other Party may terminate this
      Agreement effective immediately upon written notice to such Party. For purpose
      hereof, "Bankruptcy" means, with respect
      to either
      Party, (a) such Party shall commence a voluntary case or other proceeding
      seeking liquidation, reorganization or other relief with respect to itself
      or
      its debts under any bankruptcy, insolvency, or other similar law now or
      hereinafter in effect or seeking the appointment of a trustee, receiver,
      liquidator, custodian or other similar official of it or any substantial part
      of
      its property, or shall consent to any such relief or to the appointment of
      or
      taking possession by any such official in an involuntary case or other
      proceeding commenced against it, or shall make a general assignment for the
      benefit of creditors, or shall take any corporate action to authorize any of
      the
      foregoing; (b) an involuntary case or other proceeding shall be commenced
      against such Party seeking liquidation, reorganization or other relief with
      respect to itself or its debts under any bankruptcy, insolvency, or other
      similar law now or hereinafter in effect or seeking the appointment of a
      trustee, receiver, liquidator, custodian or other similar official of it or
      any
      substantial part of its property, and such involuntary case or other proceeding
      shall remain undismissed and unstayed for a period of thirty (30) days;
      (c) a decree or order for relief shall be entered against such Party under
      any bankruptcy, insolvency, or other similar law as now or hereafter in effect;
      (d) such Party’s liabilities exceed the fair market value of its assets or such
      Party otherwise becomes insolvent or (e)  the dissolution or liquidation
      of, or cessation of business in the ordinary course by, such Party or such
      Party
      being unable to pay its debts as they come due, or the admission in writing
      of
      such Party of the inability to pay its debts as they become due;

     


    
      
        
        

      

      
        66

          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.

        

        
          

        

      

      
        
        

      

    


    (b) all
      rights
      and licenses granted under or pursuant to this Agreement are, and will otherwise
      be deemed to be, for purposes of Section 365(n) of the US Bankruptcy Code,
      licenses of rights to "intellectual property" as defined under Section 101
      of
      the US Bankruptcy Code. The Parties agree that Biotest, as licensee of such
      rights under this Agreement, will retain and may fully exercise all of its
      rights and elections under the US Bankruptcy Code. The Parties further agree
      that, in the event of commencement of a bankruptcy proceeding by or against
      ImmunoGen under the US Bankruptcy Code, Biotest will be entitled to a complete
      duplicate of (or complete access to, as appropriate) any such intellectual
      property and all embodiments of such intellectual property , and the same,
      if
      not already in its possession, will be promptly delivered to it (i) upon any
      such commencement of a bankruptcy proceeding upon its written request therefore,
      unless ImmunoGen elects to continue to perform all of its obligations under
      this
      Agreement, or (ii) if not delivered under (i) above, following the rejection
      of
      this Agreement by or on behalf of ImmunoGen upon written request by
      Biotest;

     

    (c) all
      rights, powers and remedies of Biotest provided for in this Section 11.2.2
      are
      in addition to and not in substitution for any and all other rights, powers
      and
      remedies now or hereafter existing at law or in equity (including, without
      limitation, under the US Bankruptcy Code). In the event of the Bankruptcy of
      ImmunoGen, Biotest, in addition to the rights, powers and remedies expressly
      provided herein, shall be entitled to exercise all other such rights and powers
      and resort to all other such remedies as may now or hereafter exist at law
      or in
      equity (including, without limitation, under the US Bankruptcy
      Code).

     

    11.2.3 Termination
      by Biotest.
      Biotest
      may terminate this Agreement at any time upon not less than ninety (90) days
      written notice at any time prior to the exercise by ImmunoGen of the
      Co-Development Option pursuant to Section 5.1.1.

     

    11.3 Consequences
      of Termination of Agreement.
      In the
      event of the termination of this Agreement pursuant to Section 11.2 the
      following provisions shall apply, as applicable:

     

    11.3.1 Termination
      by ImmunoGen Pursuant to Section 11.2.1 or 11.2.2.
      If
      this
      Agreement is terminated by ImmunoGen pursuant to Section 11.2.1 or 11.2.2,
      the
      following provisions shall apply:

     

    (a) the
      licenses granted to Biotest pursuant to Sections 8.1.1, 8.2.1 and 8.2.3 shall
      immediately terminate and Biotest shall be deemed to have granted to ImmunoGen,
      as of the date of termination, an [***] (even as to Biotest), worldwide,
      royalty-bearing license, with the rights to sublicense, under Biotest Technology
      and Biotest Patent Rights and Biotest’s interest in Joint Technology and Joint
      Patent Rights, to Develop and have Developed and Commercialize Licensed
      Products; provided that the royalties payable to Biotest shall be calculated
      based on the worldwide Annual Net Sales made by ImmunoGen, its Affiliates and/or
      Sublicensees, based on a royalty rate which shall be consistent with industry
      standards at such time and reasonably agreed to by the Parties or, if no such
      agreement is reached by the Parties with respect to such royalty rate within
      [***] ([***]) days, determined by an arbitration panel of three (3) persons
      experienced in the pharmaceutical business who are independent of both Parties,
      pursuant to Section 14.1 of this Agreement;
      provided,
      that any and all Termination Costs incurred by ImmunoGen may, in ImmunoGen’s
      sole discretion, be offset by ImmunoGen against such royalty payments or other
      amounts payable to Biotest hereunder;

     


    
      
        
        

      

      
        67

          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.

        

        
          

        

      

      
        
        

      

    


    (b) all
      exclusivity obligations of ImmunoGen under Section 8.5 shall immediately
      terminate and ImmunoGen shall thereafter have the right to Develop and
      Commercialize Licensed Products for any and all uses within and outside of
      the
      Field; 

     

    (c) each
      Party
      shall promptly return all Confidential Information of the other Party that
      are
      not subject to a continuing license hereunder; provided that each Party may
      retain one copy of the Confidential Information of the other Party in its
      archives solely for the purpose of establishing the contents thereof and
      ensuring compliance with its obligations hereunder;

     

    (d) upon
      request of ImmunoGen, Biotest shall promptly, and in any event within [***]
      ([***]) days after ImmunoGen’s request: (i) transfer to ImmunoGen all right,
      title and interest in and to all Licensed Product Trademarks and registrations
      thereof, if any (ii) transfer to ImmunoGen all of its right, title and interest
      in all Regulatory Filings, Drug Approval Applications and Regulatory Approvals
      then in its name applicable to any Licensed Product, and all material aspects
      of
      Confidential Information Controlled by it as of the date of termination relating
      to Regulatory Filings, Drug Approval Applications and Regulatory Approvals;
      (iii) notify the applicable Regulatory Authorities and take any other action
      reasonably necessary to effect such transfer; (iv) provide ImmunoGen with copies
      of all correspondence between Biotest and such Regulatory Authorities relating
      to such Regulatory Filings, Drug Approval Applications and Regulatory Approvals;
      (v) unless expressly prohibited by any Regulatory Authority, transfer control
      to
      ImmunoGen of all clinical trials of any Licensed Product being conducted as
      of
      the effective date of termination and continue to conduct such trials for up
      to
      [***] ([***]) months to enable such transfer to be completed without
      interruption of any such trial; (vi) assign (or cause its Affiliates to assign)
      to ImmunoGen all agreements with any Third Party with respect to the conduct
      of
      clinical trials for any Licensed Product including, without limitation,
      agreements with contract research organizations, clinical sites and
      investigators, unless expressly prohibited by any such agreement (in which
      case
      Biotest shall cooperate with ImmunoGen in all reasonable respects to secure
      the
      consent of such Third Party to such assignment); (vii) provide ImmunoGen with
      all supplies of any Licensed
      Product in the possession of Biotest or any Affiliate or contractor of Biotest
      at [***] to Biotest's or Affiliate's cost for the supply of such Licensed
      Product; and (viii) provide ImmunoGen with copies of all reports and data
      generated or obtained by Biotest or its Affiliates pursuant to this Agreement
      that relate to any Licensed Product that has not previously been provided to
      ImmunoGen; and

    


    (e) if
      Biotest
      has manufactured, is manufacturing or having manufactured any Licensed Product
      or any intermediate thereof as of the effective date of termination: (i) Biotest
      shall, if requested by ImmunoGen, supply ImmunoGen with its requirements for
      all
      such Licensed Product and intermediate for up to [***] ([***]) months following
      such termination at [***] to Biotest’s cost for the supply of such Licensed
      Product or intermediate, and (ii) within [***] ([***]) days after ImmunoGen’s
      request, Biotest shall provide to ImmunoGen or its designee all information
      in
      its possession with respect to the manufacture of each such Licensed Product
      or
      intermediate.

     

    11.3.2 Termination
      by Biotest Pursuant to Section 11.2.1 or 11.2.2.
      If
      this
      Agreement is terminated by Biotest pursuant to Section 11.2.1 or
      11.2.2:

     


    
      
        
        

      

      
        68

          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.

        

        
          

        

      

      
        
        

      

    


        (a) Biotest
      shall continue to
      have the licenses set forth in Sections 8.1.1, 8.2.1 and 8.2.3 to Develop and
      have Developed Licensed Products and to Commercialize and have Commercialized
      Licensed Products, subject to a payment of royalties due on and after the
      effective date of termination with respect thereto, at a rate equal to [***]
      [***] [***] [***] the rates set forth in Section 6.4, calculated on the basis
      of
      Annual Net Sales of Royalty-Bearing Products during the Royalty Term, provided,
      that any and all Termination Costs incurred by Biotest may, in Biotest’s sole
      discretion, be offset by Biotest against such royalty payments or other amounts
      payable to ImmunoGen hereunder; 

     

    (b) all
      rights
      (including without limitation the Co-Development Option) and licenses granted
      to
      ImmunoGen pursuant to Section
      5
      and Sections 8.1.2,
      8.2.2 and 8.2.3 shall immediately terminate and all Co-Developed Products
      including Co-Developed Products sold in the Co-Development Territory shall
      immediately become Royalty-Bearing Products and the applicable territory shall
      be the Territory; and

     

    (c) each
      Party
      shall promptly return all Confidential Information of the other Party that
      are
      not subject to a continuing license hereunder; provided that each Party may
      retain one copy of the Confidential Information of the other Party in its
      archives solely for the purpose of establishing the contents thereof and
      ensuring compliance with its obligations hereunder.

     

    (d) upon
      request of Biotest,
      ImmunoGen shall promptly, and in any event within [***] ([***]) days after
      Biotest's request: (i) transfer to Biotest all right, title and interest in
      and
      to all Licensed Product Trademarks and/or Co-Developed Product Trademarks,
      as
      applicable, and registrations thereof, if any (ii) transfer to Biotest all
      of
      its right, title and interest in all Regulatory Filings, Drug Approval
      Applications and Regulatory Approvals then in its name applicable to any
      Licensed Product and/or Co-Developed Product, as applicable, and all material
      aspects of Confidential Information Controlled by it as of the date of
      termination relating to Regulatory Filings, Drug Approval Applications and
      Regulatory Approvals; (iii) notify the applicable Regulatory Authorities and
      take any other action reasonably necessary to effect such transfer; (iv) provide
      Biotest with copies of all correspondence between ImmunoGen and such Regulatory
      Authorities relating to such Regulatory Filings, Drug Approval Applications
      and
      Regulatory Approvals; (v) unless expressly prohibited by any Regulatory
      Authority, transfer control to Biotest of all clinical trials of any Licensed
      Product and/or Co-Developed Product, as applicable, being conducted as of the
      effective date of termination and if so requested by Biotest continue to conduct
      and co-finance such trials in which ImmunoGen is involved for up to [***]
      ([***]) months to enable such transfer to be completed without interruption
      of
      any such trial; (vi) assign (or cause its Affiliates to assign) to Biotest
      all
      agreements with any Third Party with respect to the conduct of clinical trials
      for any Licensed Product and/or Co-Developed Product, as applicable, including,
      without limitation, agreements with contract research organizations, clinical
      sites and investigators, unless expressly prohibited by any such agreement
      (in
      which case ImmunoGen shall cooperate with Biotest in all reasonable respects
      to
      secure the consent of such Third Party to such assignment); (vii) provide
      Biotest with all supplies of any Licensed
      Product and/or
      Co-Developed Product, as applicable, in the possession of ImmunoGen or any
      of
      its Affiliates or contractors at [***] to ImmunoGen's or its Affiliate's cost
      for the supply of such Licensed Product and/or Co-Developed Product; and (viii)
      provide Biotest with copies of all reports and data generated or obtained by
      ImmunoGen or its Affiliates pursuant to this Agreement that relate to any
      Licensed Product and/or Co-Developed Product that has not previously been
      provided to Biotest; and


    
      
        
        

      

      
        69

          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.

        

        
          

        

      

      
        
        

      

    

     

    (e) if
      ImmunoGen has
      manufactured, is manufacturing or having manufactured any Licensed Product
      and/or Co-Developed Product or any intermediate thereof as of the effective
      date
      of termination: (i) ImmunoGen shall, if requested by Biotest, supply Biotest
      with its requirements for all such Licensed Product and/or Co-Developed Product
      and intermediate for up to [***] ([***]) months following such termination
      at
      [***] to ImmunoGen’s cost for the supply of such Licensed Product and/or
      Co-Developed Product or intermediate, and (ii) within [***] ([***]) days after
      Biotest’s request, ImmunoGen shall provide to Biotest or its designee all
      information in its possession with respect to the manufacture of each such
      Licensed Product and/or Co-Developed Product or intermediate.

    


    11.3.3 Termination
      by Biotest Pursuant to Section 11.2.3.
      If
      this
      Agreement is terminated by Biotest pursuant to Section 11.2.3:

     

    (a) Biotest
      shall cease to have the licenses set forth in Sections 8.1.1 and 8.2.1 to
      Develop and Commercialize Licensed Products and all payment obligations of
      Biotest to ImmunoGen subsequent to the effective date of termination under
      this
      Agreement shall terminate; 

     

    (b) all
      rights
      (including without limitation the Co-Development Option) and licenses granted
      to
      ImmunoGen pursuant to Section 5 and Sections 8.1.2 and 8.2.2 shall immediately
      terminate; and

     

    (c) each
      Party shall promptly
      return all Confidential Information of the other Party that are not subject
      to a
      continuing license hereunder; provided that each Party may retain one copy
      of
      the Confidential Information of the other Party in its archives solely for
      the
      purpose of establishing the contents thereof and ensuring compliance with its
      obligations hereunder.

     

    11.3.4 
      Definition of
      Termination Costs.
      For purposes of Sections
      11.3 only, the term Termination Costs means, with respect to any Licensed
      Product that is subject to termination (a) all Out-of-Pocket Costs paid to
      a
      Third Party to transfer Regulatory Filings, Drug Approval Applications and
      Regulatory Approvals applicable to such Licensed Product, and (b) all internal
      costs, determined by the applicable FTE Rate for the FTEs used by both Parties
      in the relevant period on activities directly relating to the transfer of
      control of such Licensed Product to the non-terminating Party. 

     

    11.4 Surviving
      Provisions.
      Termination or expiration of this Agreement for any reason shall be without
      prejudice to:

     

    (a) the
      rights
      and obligations of the Parties provided in Sections 6.4
      (solely to the extent any licenses granted to Biotest survive pursuant to
      Section 11.3) 7, 8.2, 8.3 (8.2 and 8.3 solely to the extent as provided in
      Section 11.3), 8.4, 11.3, 13 and 14 (including all other Sections referenced
      in
      any such Section and including Section 1), all of which shall survive such
      termination; and 


    
      
        
        

      

      
        
          70

          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.

        

        
          

        

      

      
        
        

      

    


                    (b) any
      other rights or
      remedies provided at law or equity which either Party may otherwise
      have.

    


    12. REPRESENTATIONS
      AND WARRANTIES

     

    12.1 Mutual
      Representations and Warranties.
      ImmunoGen
      and Biotest each represents and warrants to the other, as of the Effective
      Date,
      as follows:

     

    12.1.1 Organization.
      It is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the jurisdiction of its organization, and has all requisite power and
      authority, corporate or otherwise, to execute, deliver and perform this
      Agreement.

     

    12.1.2 Authorization.
      The
      execution and delivery of this Agreement and the performance by it of the
      transactions contemplated hereby have been duly authorized by all necessary
      corporate action and will not violate (a) such Party’s certificate of
      incorporation or bylaws, (b) any agreement, instrument or contractual obligation
      to which such Party is bound in any material respect, (c) any requirement of
      any
      Applicable Law, or (d) any order, writ, judgment, injunction, decree,
      determination or award of any court or governmental agency presently in effect
      applicable to such Party.

     

    12.1.3 Binding
      Agreement.
      This
      Agreement is a legal, valid and binding obligation of such Party enforceable
      against it in accordance with its terms and conditions.

     

    12.1.4 No
      Inconsistent Obligation.
      It is
      not under and will not enter into any obligation, contractual or otherwise,
      to
      any Person that conflicts with or is inconsistent in any respect with the terms
      of this Agreement or that would impede the diligent and complete fulfillment
      of
      its obligations hereunder. 

     

    12.2 Additional
      Representations of ImmunoGen.
      ImmunoGen
      further
      represents and warrants to Biotest, as of the Effective Date, as
      follows: 

     

    12.2.1 ImmunoGen
      Licensed Patent Rights.
      All
      Licensed Patent Rights are existing and, to the best of ImmunoGen’s knowledge,
      no Licensed Patent Rights are invalid or unenforceable.

     

    12.2.2 Claims
      or Judgments. There
      are
      no claims, judgment or settlements against ImmunoGen pending, or to the best
      of
      ImmunoGen’s knowledge, threatened, that invalidate or seek to invalidate the
      Licensed Patent Rights.

     

    12.2.3 Right
      to
      Technology.
      ImmunoGen has the right,
      and will during the Term of this Agreement maintain the right, to (a) use the
      Licensed Technology and Licensed Patent Rights existing as of the Effective
      Date
      as is necessary to fulfill its obligations under this Agreement; and (b) grant
      the licenses under the Licensed Patent Rights granted pursuant to this
      Agreement. 

     

    12.2.4 No
      Infringement.
      To the
      best of ImmunoGen’s knowledge, no Third Party is infringing, or threatening to
      infringe, the Licensed Patent Rights. To the best
      of ImmunoGen’s
      knowledge, the use of Licensed Patent Rights under this Agreement for
      the

     


    
      
        
        

      

      
        71

          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,
      manufacture, use or Commercialization of Licensed Products does not infringe
      the
      Patent Rights of any Third Party, nor has ImmunoGen received any written notice
      alleging such infringement.

     

    12.2.5 No
      Litigation.
      To the
      best of ImmunoGen’s knowledge, there is no pending or threatened litigation that
      alleges that ImmunoGen’s proposed activities under this Agreement would infringe
      or misappropriate any intellectual property rights of any Third
      Party.

     

    13. INDEMNIFICATION

     

    13.1 Indemnification
      of Biotest by ImmunoGen.
      ImmunoGen shall indemnify, defend and hold harmless Biotest, its Affiliates,
      their respective directors, officers, employees and agents, and their respective
      successors, heirs and assigns (the “Biotest Indemnitees”), against any and all
      liabilities, damages, losses and expenses (including reasonable attorneys’ fees
      and expenses of litigation) (collectively, “Losses”) incurred by or imposed upon
      the Biotest Indemnitees, or any one of them, as a direct result of any claims,
      suits, actions, demands or judgments of Third Parties, including without
      limitation personal injury and product liability matters and claims of suppliers
      and ImmunoGen employees (collectively, “Claims”) arising out of (a) any action
      by ImmunoGen in the conduct of the activities under this Agreement, including
      but not limited to, the Research Program, activities under the Research Plan,
      the Development Plan, the Co-Development Plan, the Manufacturing Plan, the
      Co-Development Marketing and Sales Plan, the Co-Development Manufacturing Plan
      or the Co-Promotion of Co-Developed Products; (b) the Co-Development by
      ImmunoGen of any Co-Developed Product or (c) the Commercialization (including,
      without limitation, the production, manufacture, promotion, import, sale or
      use
      by any Person) of any Co-Developed Product that is manufactured or sold by
      ImmunoGen or by an Affiliate, Sublicensee, distributor or agent of ImmunoGen;
      provided that, with respect to any Claim for which ImmunoGen has an obligation
      to any Biotest Indemnitee pursuant to this Section 13.1 and Biotest has an
      obligation to any ImmunoGen Indemnitee pursuant to Section 13.2, each Party
      shall indemnify each of the other Party’s Indemnitees for its Losses to the
      extent of its responsibility for the facts underlying the Claim relative to
      the
      other Party. 

     

    13.2 Indemnification
      of ImmunoGen by Biotest.
      Biotest
      shall indemnify, defend and hold harmless ImmunoGen, its Affiliates, their
      respective directors, officers, employees and agents, and their respective
      successors, heirs and assigns (the “ImmunoGen Indemnitees”), against any and all
      Losses incurred by or imposed upon the ImmunoGen Indemnitees, or any one of
      them, as a direct result of any Claims arising out of (a) any action by Biotest
      in the conduct of the activities under this Agreement, including but not limited
      to, the Research Program, activities under the Research Plan, the Development
      Plan, the Co-Development Plan, the Manufacturing Plan, the Co-Development
      Marketing and Sales Plan or the Co-Promotion of Co-Developed Products; (b)
      the
      Development by Biotest of any Biotest Product and the Co-Development by Biotest
      of any Co-Developed Product or (c) the Commercialization (including, without
      limitation, the production, manufacture, promotion, import, sale or use by
      any
      Person) of any Biotest Product and Co-Developed Product that is manufactured
      or
      sold by Biotest or by an Affiliate, Sublicensee, distributor or agent of
      Biotest; provided that with respect to any Claim for which ImmunoGen has an
      obligation to any Biotest Indemnitee pursuant to Section 13.1 and Biotest has
      an
      obligation to any ImmunoGen Indemnitee pursuant to this Section 13.2,
      each

     


    
      
        
        

      

      
        72

          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.

        

        
          

        

      

      
        
        

      

    

     

    Party
      shall indemnify each of the other Party’s Indemnitees for its Losses to the
      extent of its responsibility for the facts underlying the Claim relative to
      the
      other Party.

     

    13.3 Conditions
      to Indemnification.
      A Person
      seeking recovery under this Section 13 (the
      “Indemnified Party”) in respect of a Claim shall give prompt notice of such
      Claim to the Party from which recovery is sought (the “Indemnifying Party”) and,
      provided that the Indemnifying Party is not contesting its obligation under
      this
      Section 13, shall permit the Indemnifying Party to control any litigation
      relating to such Claim and the disposition of such claim; provided that the
      Indemnifying Party shall (a) act reasonably and in good faith with respect
      to
      all matters relating to the settlement or disposition of such Claim as the
      settlement or disposition relates to Parties being indemnified under Section
      13,
      (b) not settle or otherwise resolve such claim without the prior written consent
      of the Indemnified Party (which consent shall not be unreasonably withheld,
      conditioned or delayed). The Indemnified Party shall cooperate with the
      Indemnifying Party in its defense of any such Claim in all reasonable
      respects and
      shall
      have the right to be present in person or through counsel at all legal
      proceedings with respect to such Claim.

     

    13.4 Warranty
      Disclaimer.
      EXCEPT
      AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, (A) NEITHER PARTY MAKES
      ANY
      WARRANTY WITH RESPECT TO ANY TECHNOLOGY, GOODS, SERVICES, RIGHTS OR OTHER
      SUBJECT MATTER OF THIS AGREEMENT AND (B) EACH PARTY HEREBY DISCLAIMS ALL
      WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF
      MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
      NONINFRINGEMENT.

     

    13.5 No
      Warranty of Success.
      Nothing
      contained in this Agreement shall be construed as a warranty on the part of
      either Party that (a) the Research Program will yield any Licensed Product
      or
      will otherwise be successful, or (b) the outcome of the Research Program will
      be
      commercially exploitable in any respect.

     

    13.6 Limited
      Liability.
      NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY SHALL
      BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY SPECIAL, PUNITIVE,
      INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION
      LOST
      PROFITS OR LOST REVENUES.

     

    13.7 Insurance.
      Biotest
      and ImmunoGen shall use commercially reasonable efforts to maintain insurance,
      including product liability insurance, with respect to its activities hereunder.
      Such insurance shall be in such amounts and subject to such deductibles as
      the
      Parties may agree, based upon standards prevailing in the industry at the
      time.

     

     


    
      
        
        

      

      
        73

          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.

        

        
          

        

      

      
        
        

      

    

    14. MISCELLANEOUS

     

    14.1 Arbitration.
      In
      the
      event of any dispute, difference or question arising between the Parties in
      connection with this Agreement, the construction thereof, or the rights, duties
      or liabilities of either Party hereunder (including, without limitation, any
      Disputed Matter that is submitted for arbitration as provided in Section 2.1.6
      or any other provision hereof) (each, an “Arbitration
      Matter”), the arbitration proceeding shall be conducted in accordance with the
      Rules of Arbitration of the ICC and otherwise as follows.

     

    (a) The
      arbitration shall be conducted by a panel of three (3) persons experienced
      in
      the pharmaceutical business and/or in questions of law, in each case as
      applicable, who are independent of both Parties. Within thirty (30) days after
      initiation of arbitration, each Party shall select one person to act as
      arbitrator and the two Party-selected arbitrators shall select a third
      arbitrator within thirty (30) days of their appointment. If the arbitrators
      selected by the Parties are unable or fail to agree upon the third arbitrator,
      the third arbitrator shall be appointed by the ICC. The place of arbitration
      shall be London, United Kingdom of Great Britain and Northern Ireland, and
      all
      proceedings and communications shall be in English.

     

    (b) Either
      Party may apply to the arbitrators for interim injunctive relief until the
      arbitration decision is rendered or the Arbitration Matter is otherwise
      resolved. Either Party also may, without waiving any right or remedy under
      this
      Agreement, seek from any court having jurisdiction any injunctive or provisional
      relief necessary to protect the rights or property of that Party pending
      resolution of the Arbitration Matter pursuant to this Section 14.1. The
      arbitrators shall have no authority to award punitive or any other type of
      damages not measured by a Party’s compensatory damages. Each Party shall bear
      its own costs and expenses and attorneys’ fees, and the Party that does not
      prevail in the arbitration proceeding shall pay the arbitrators’ fees and any
      administrative fees of arbitration.

     

    (c) Except
      to
      the extent necessary to confirm an award or decision or as may be required
      by
      Applicable Laws, neither a Party nor an arbitrator may disclose the existence,
      content, or results of an arbitration without the prior written consent of
      both
      Parties. In no event shall an arbitration be initiated after the date when
      commencement of a legal or equitable proceeding based on the Arbitration Matter
      would be barred by the applicable New York statute of limitations.

     

    (d) The
      Parties agree that, in the event of an Arbitration Matter involving the alleged
      breach of this Agreement (including, without limitation, whether a Party has
      satisfied its diligence obligations hereunder), neither Party may terminate
      this
      Agreement until resolution of the Arbitration Matter pursuant to this Section
      14.1.

     

    (e) The
      Parties hereby agree that any disputed performance or suspended performance
      pending the resolution of an Arbitration Matter that the arbitrators determine
      to be required to be performed by a Party must be completed within a reasonable
      time period following the final decision of the arbitrators.

     

    (f) The
      Parties hereby agree that any monetary payment to be made by a Party pursuant
      to
      a decision of the arbitrators shall be made in United States dollars, free
      of
      any tax or other deduction. The Parties further agree that the decision of
      the
      arbitrators shall be the sole, exclusive and binding remedy between them
      regarding determination of Arbitration Matters presented.

     

    14.2 Notices.
      All
      notices and communications shall be in writing and delivered personally or
      by
      courier providing evidence of delivery or by facsimile, addressed as follows,
      or
      to such other address as may be designated from time to time:


    
      
        
        

      

      
        74

          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.

        

        
          

        

      

      
        
        

      

    

    
       

       

    

    

      
        	
                If
                  to Biotest:

              	
                If
                  to ImmunoGen:

              
	 	 
	
                Biotest
                  AG

              	
                ImmunoGen,
                  Inc.

              
	
                Landsteinerstraße
                  5

              	
                128
                  Sidney Street

              
	
                D-63303

              	
                Cambridge
                  MA 02139

              
	
                Dreieich,
                  Germany

              	
                Tel:
                  617-995-2500

              
	
                Tel:
                  +49(0)6103-801-225

              	
                Fax:
                  617-995-2510

              
	
                Fax:
                  +49(0)6103-801-767

              	
                Attention:
                  CEO

              
	
                Attention: CEO

              	 
	 	 
	 	 
	
                With
                  a copy to:

                 

              	
                With
                  a copy to:

                 

              
	
                Kaye
                  Scholer (Germany) LLP

              	
                Mintz,
                  Levin, Cohn, Ferris, Glovsky and Popeo, PC

              
	
                Schillerstrasse
                  19

              	
                One
                  Financial Center

              
	
                D-60313
                  Frankfurt, Germany

              	
                Boston,
                  Massachusetts 02111

              
	
                Attention:
                  Dr. Gottfried W. Freier

              	
                Attention:
                  John J. Cheney, Esq.

              
	
                Tel:
                  +49(0)69-25494-0

              	
                Tel:
                  +1 (617) 542-6000

              
	
                Fax:
                  +49(0)69-25494-444

              	
                Fax:
                  +1 (617) 542-2241

              
	 	 


      

    Except
      as
      otherwise expressly provided in this Agreement or mutually agreed in writing,
      any notice, communication or document (excluding payment) required to be given
      or made shall be deemed given or made and effective upon actual receipt or,
      if
      earlier, (a) one (1) business day after confirmation of receipt of facsimile
      or
      electronic mail by the Party; (b) three (3) business days after deposit with
      an
      internationally-recognized overnight express courier with changes prepaid,
      or
      (c) five (5) business days after mailed by certified, registered or regular
      mail, postage prepaid, in each case addressed to a Parties at its address stated
      above or to such other address as such Party may designate by written notice
      in
      accordance with this Section 14.2.

     

    14.3 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to the application of principles of conflicts
      of law.

     

    14.4 Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their respective legal representatives, successors and permitted
      assigns.

     

    14.5 Headings.
      Section
      and subsection headings are inserted for convenience of reference only and
      do
      not form a part of this Agreement.

     

    14.6 Counterparts.
      This
      Agreement may be executed simultaneously in two or more counterparts, each
      of
      which shall be deemed an original and both of which, together, shall constitute
      a single agreement.

     

    14.7 Amendment;
      Waiver.
      This
      Agreement may be amended, modified, superseded or canceled, and any of the
      terms
      of this Agreement may be waived, only by a written instrument executed by each
      Party or, in the case of waiver, by the Party or Parties waiving compliance.
      The
      delay or failure of any Party at any time or times to require performance of
      any

     


    
      
        
        

      

      
        75

          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.

        

        
          

        

      

      
        
        

      

    

     

    provisions
      shall in no manner affect the rights at a later time to enforce the same. No
      waiver by any Party of any condition or of the breach of any term contained
      in
      this Agreement, whether by conduct, or otherwise, in any one or more instances,
      shall be deemed to be, or considered as, a further or continuing waiver of
      any
      such condition or of the breach of such term or any other term of this
      Agreement.

     

    14.8 No
      Third Party Beneficiaries.
      Except
      as set forth in Sections 13.1, and 13.2, no Third Party (including, without
      limitation, employees of either Party) shall have or acquire any rights by
      reason of this Agreement.

     

    14.9 Purposes
      and Scope.
      The
      Parties hereto understand and agree that this Collaboration is limited to the
      activities, rights and obligations as set forth in this Agreement. Nothing
      in
      this Agreement shall be construed (a) to create or imply a general partnership
      between the Parties, (b) to make either Party the agent of the other for any
      purpose, (c) to alter, amend, supersede or vitiate any other arrangements
      between the Parties with respect to any subject matters not covered hereunder,
      (d) to give either Party the right to bind the other, (e) to create any duties
      or obligations between the Parties except as expressly set forth herein, or
      (f)
      to grant any direct or implied licenses or any other right other than as
      expressly set forth herein.

     

    14.10 Assignment
      and Successors.
      Neither
      this Agreement nor any obligation of a Party hereunder may be assigned by either
      Party without the consent of the other which shall not be unreasonably withheld,
      except that each Party may assign this Agreement and the rights, obligations
      and
      interests of such Party, in whole or in part, to any of its Affiliates, to
      any
      purchaser of all of its assets and/or all of its assets to which this Agreement
      relates or to any successor corporation resulting from any merger or
      consolidation of such Party with or into such corporation.

     

    14.11 Force
      Majeure.
      Neither
      Biotest nor ImmunoGen shall be liable for failure of or delay in performing
      obligations set forth in this Agreement, and neither shall be deemed in breach
      of its obligations, if such failure or delay is due to a Force Majeure. In
      event
      of such Force Majeure event, the Party affected thereby shall use reasonable
      efforts to cure or overcome the same and resume performance of its obligations
      hereunder.

     

    14.12 Interpretation.
      The
      Parties hereto acknowledge and agree that: (a) each Party and its counsel
      reviewed and negotiated the terms and provisions of this Agreement and have
      contributed to its revision; (b) the rule of construction to the effect that
      any
      ambiguities are resolved against the drafting Party shall not be employed in
      the
      interpretation of this Agreement; and (c) the terms and provisions of this
      Agreement shall be construed fairly as to all Parties hereto and not in a favor
      of or against any Party, regardless of which Party was generally responsible
      for
      the preparation of this Agreement.

     

    14.13 Integration;
      Severability.
      This
      Agreement and the Existing Agreements are the entire agreements with respect
      to
      the subject matter hereof and supersedes all other agreements and understandings
      between the Parties with respect to such subject matter. If any provision of
      this Agreement is or becomes invalid or is ruled invalid by any court of
      competent jurisdiction or is deemed unenforceable, it is the intention of the
      Parties that the remainder of the Agreement shall not be affected.

     


    
      
         

        
        

      

      
        76

          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.

        

        
          

        

      

      
        
        

      

    


    14.14 Further
      Assurances.
      Each of
      ImmunoGen and Biotest agrees to duly execute and deliver, or cause to be duly
      executed and delivered, such further instruments and do and cause to be done
      such further acts and things, including, without limitation, the filing of
      such
      additional assignments, agreements, documents and instruments, as the other
      Party may at any time and from time to time reasonably request in connection
      with this Agreement or to carry out more effectively the provisions and purposes
      of, or to better assure and confirm unto such other Party its rights and
      remedies under, this Agreement.

     

    [Remainder
      of page intentionally left blank.]

     


    
      
        
        

      

      
        77

          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.

        

        
          

        

      

      
        
        

      

    


    


     

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

                            

                                IMMUNOGEN,
      INC.

    


    


    By: 
      _____________________________________

    Name:
      ___________________________________

    Title:_____________________________________

    


     

                                 BIOTEST
      AG

     

    By:
      ______________________________________

    Name:
      Dr.
      Martin Reinecke

    Title:
      VP,
      Strategic Alliances

    


    


    


    By:
      ______________________________________

    Name:
      Prof. Dr. Gregor Schulz

    Title:
      Chief Executive Officer

    


    


    



    
      
        
        

        
        

      

      
        78

          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
      1

    


    


    CALCULATION
      OF NET INCOME

    


    “Advertising”
means
      the advertising and promotion of the Co-Developed Products in the Co-Development
      Territory through any means, including, without limitation, (i) television
      and
      radio advertisements; (ii) advertisements appearing in journals, newspapers,
      magazines or other media; (iii) seminars and conventions; (iv) packaging design;
      (v) professional education programs; (vi) samples (including related costs
      for
      manufacturing, shipping, and use taxes), visual aids and other selling
      materials; (vii) hospital formulary committee presentations; and (viii)
      presentations to state and other governmental formulary committees; provided,
      however, that Advertising shall exclude Detailing and General Public Relations.
      With regard to advertising and promotion that include Co-Developed Products,
      the
      JMC shall determine the percentage of such advertising and promotion that will
      be deemed Advertising for the purposes of this Agreement.

     

    “Annual
      Net Income”
      means the
      Net Income derived in any Calendar Year.

     

    “Commercialization
      Expense”
means
      the sum of (a) promotion expense; (b) marketing expense; (c) any reasonable
      internal and Out-of-Pocket Costs, expenses and fees incurred in prosecuting,
      maintaining, enforcing and defending the Licensed Product Trademark, Licensed
      Patent Rights, Joint Patent Right,
      [***]
      Conjugate Patent Rights
      and/or
      Biotest Patent Rights covering a Co-Developed Product; and (d) any other
      Out-of-Pocket Cost or expense expressly stated to be a Commercialization Expense
      in this Agreement or under the Co-Development Marketing and Sales Plan.


     

    “Cost
      of Goods”
means
      the fully absorbed manufacturing costs (“FAMC”)
      attributable to the manufacture of a Co-Developed Product calculated in
      accordance with GAAP or IAS (International Accounting Standards)and consistent
      with the Co-Development Marketing and Sales Plan and includes, without
      limitation, the costs of all Third Party manufacturing, direct material, direct
      labor, direct services costs, and manufacturing overhead consumed (including
      depreciation), provided or procured by manufacturing facilities in the
      manufacture of Co-Developed Product. Cost of Goods shall exclude
      Commercialization Expense.

     

    “Detail”
has
      the
      meaning provided in Section 1.

     

    “General
      Public Relations”
means
      any public relations activity (including a press release or image piece) which
      (i) promotes generally the business of a company or deals in a general manner
      with the activities of such company in a general pharmaceutical market; and
      (ii)
      mentions in an incidental manner the fact that such company or its Affiliates
      markets or sells one or more of the Co-Developed Products or provides other
      incidental information concerning one or more of the Co-Developed Products.
      Announcements related to this Agreement or that concern primarily the
      relationship of either Party to each other are not General Public Relations
      and
      must be agreed upon by both Parties in writing prior to release.

     

    “Licensed
      Product Trademark”
has
      the
      meaning provided in Section 1.

     

    “Net
      Income”
means,
      with respect to a Co-Developed Product, Net Sales minus the sum of (a) Cost
      of
      Goods of such Co-Developed Product sold and (b) Commercialization
      Expense

     


    
      
        Sched.
          1-1

        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.

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    applicable
      to the Co-Developed Product, in each case, incurred in that Calendar Quarter
      for
      that Co-Developed Product.

     

    “Net
      Sales”
has
      the
      meaning provided in Section 1.

     

    “Personnel
      Costs”
      means the
      reasonable costs of employment of personnel employed by or under contract to
      a
      Party including, but not limited to, salaries, benefits (including the costs
      of
      cars or allowances therefore), travel, lodging, meals and office and computing
      supplies.

     

    “Representative”
means
      an
      individual (a) employed and trained by Biotest or ImmunoGen or (b) employed
      by a
      Third Party or self-employed and trained by or on behalf of Biotest or
      ImmunoGen, in either case, to Detail a Licensed Product. 

     

    “Sales
      and Marketing Expense”
means
      all reasonable Out-of-Pocket Costs and all internal costs on an FTE rate basis
      (using an appropriate FTE rate determined by the JFC) annually for those
      individuals fully dedicated to the Co-Developed Product incurred by the Parties
      that are directly attributable to the following functions for the sale,
      promotion and marketing of a Co-Developed Product in the Co-Development
      Territory: (a) market research on such Co-Developed Product, (b) marketing,
      Advertising and promoting of Co-Developed Products (including, without
      limitation, educational expenses, advocate development programs and symposia,
      sales meetings, direct to consumer/patient advertising, samples, agency fees
      for
      the development of promotional materials and printing of promotional materials),
      (c) training and communication materials for the Co-Developed Products (d)
      corporate accounts (including without limitation administrative costs, expenses
      related to accounts receivable, expenses related to customer service, fees
      to
      banks or authorities, e.g. for legalization of documents), (e) managed care,
      (f)
      sales force training, (g) product hotlines, (h) reimbursement support, (i)
      contracting, (j) pricing, (k) conducting compassionate use programs and for
      domestic Phase IV studies for Co-Developed Products (including without
      limitation FAMC for any Co-Developed Product utilized in such compassionate
      use
      programs) and (k) telemarketing services. Marketing Expense shall not include
      any General Public Relations or any other activities that promote the business
      of a Party as a whole without specifically referencing any Co-Developed
      Product.

     

    In
      calculating the Net Income the following principles shall apply:

     

    
      	
              1.

            	
              There
                shall be no double counting of any costs or expenses or of any revenues,
                and to the extent a cost or expense has been included in one category
                or
                sub-category, it shall not be included in another; similarly, to
                the
                extent any revenue has been taken into account in one category or
                sub-category it shall not be taken into account in another.
                

            


    

     

    
      	
              2.

            	
              When
                allocating costs and expenses under this Agreement, each Party shall
                utilize the same policies and principles as it utilizes consistently
                within its group and business units when making internal cost allocations.
                

            


    

     

    
      	
              3.

            	
              To
                the extent an item of income or revenue is received by a Party or
                a cost
                or expense is incurred by a Party, and is necessary and specifically
                and
                directly identifiable, attributable and allocable to the Commercialization
                of Co-Developed Product and is not otherwise accounted for in the
                calculation of operating income, such Party shall credit such income
                or
                revenue and shall be permitted to charge such cost or expense to
                the
                operating income.

            


    

     


    
      
        Sched.
          1-2

        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.

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              4.

            	
              All
                costs and expenses shall be determined, and all calculations shall
                be
                made, in accordance with GAAP or IAS (International Accounting
                Standards).

            


    

     

    5. Commercialization
      Expense shall not include any Personnel Costs.

    



    
      
        
          Sched.
            1-3

          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

    


    LICENSED
      PATENT RIGHTS

    


    
      	
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        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.

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
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        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
      3

    


    MATERIAL
      TERMS TO BE INCLUDED

    IN
      SUPPLY AGREEMENT

    


    All
      Supply Agreements will include: 

    


    
      	·  	
              Requirement
                for
                Biotest to provide ImmunoGen with a non-binding forecast of the quantity
                of Clinical Materials it reasonably expects to order over the succeeding
                twelve (12) month period.

            


    

    


    
      	·  	
              Requirement
                for
                Biotest to supply ImmunoGen with quantities of bulk Anti-[***] Antibody
                sufficient and suitable to enable ImmunoGen to produce the quantity
                of
                Clinical Materials so requested. 

            


    

     

    
      	·  	
              Systems
                for
                forecasting, ordering and delivering Clinical
                Materials.

            


    

     

    
      	·  	
              Specifications
                for
                Clinical Materials as are mutually agreed to by the Parties in the
                Supply
                Agreement.

            


    

     

    
      	·  	
              Requirement
                for
                ImmunoGen to produce Clinical Materials using, or in accordance and/or
                compliance with, such equipment, processes, procedures and standards,
                including current Good Manufacturing Practices (“cGMPs”), as are mutually
                agreed to by the Parties in the Supply
                Agreement.

            


    

     

    
      	·  	
              Requirement
                that all
                Clinical Materials be [***] and [***] by ImmunoGen in accordance
                with such
                [***] [***] and [***] [***] [***] and [***] as are mutually agreed
                to by
                the Parties in the Supply Agreement.


            


    

     

    
      	·  	
              [***]
                by ImmunoGen
                that, at the time of delivery of any Clinical Materials, such Clinical
                Materials shall have been produced, conjugated, manufactured, stored,
                packaged, labeled, shipped and/or delivered in compliance with all
                applicable laws, regulations, rules and requirements, including,
                without
                limitation, cGMPs.

            


    

     

    
      	·  	
              Requirement
                that,
                ImmunoGen provide Biotest with a [***] of [***] in a form agreed
                to by the
                Parties indicating that the [***] [***] [***] meets the specifications
                called for by the Supply Agreement.

            


    

     

    
      	·  	
              Supply
                prices in
                accordance with Section 4 of the
                Agreement.

            


    

     

    
      	·  	
              Provisions
                relating
                to authorized facilities, audit of facilities and records (including
                records relating to the Policy), and record retention
                requirements.

            


    

     

    
      	·  	
              Provisions
                concerning regulatory matters, including communications with regulatory
                authorities, compliance with laws and regulations, and assistance
                with
                regulatory submissions.

            


    

     

    
      	·  	
              Provision
                concerning
                fees for holding of Clinical Materials inventory at
                ImmunoGen.

            


    

     

    
      	·  	
              Other
                customary
                provisions, such as indemnification and insurance, force majeure,
                representations and warranties, and
                confidentiality.

            


    

     

    
      	·  	
              Biotest
                shall have
                the right to [***] ImmunoGen’s [***] [***] applicable to the manufacture
                of Clinical Materials consistent with the [***] [***] described in
                Sections [***], [***] and [***] of this
                Agreement.

            


    

     


     

     

    
      
        
          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.