[*************] WITH RESPECT TO THE [******] DESCRIBED IN THE
[*************], THE PARTIES SHALL NEGOTIATE IN GOOD FAITH AN [*************] IN
THE FORM OF [*****] WITH RESPECT TO THE [*****].
IF IN THE [*************],
IMMUNOGEN INDICATES THAT IT DOES NOT WISH TO [***] INTO AN [*************] WITH
RESPECT TO THE [*****] DESCRIBED IN THE [*************], IMMUNOGEN SHALL HAVE NO
FURTHER OBLIGATIONS TO BIOGEN IDEC UNDER THIS SECTION 2.4 WITH RESPECT TO THE
[*****] DESCRIBED IN THE [*************].
NOTWITHSTANDING ANYTHING TO THE
CONTRARY SET FORTH IN THIS AGREEMENT, THE PARTIES HEREBY AGREE THAT (A) ON AND
AFTER THE EXPIRATION OF THE [****************], IMMUNOGEN SHALL HAVE NO FURTHER
OBLIGATIONS TO BIOGEN IDEC UNDER THIS SECTION 2.4 AND (B) BIOGEN IDEC SHALL HAVE
THE RIGHT TO SELECT AND MAINTAIN NO MORE THAN [***] ([***])
[*****************************] (IN ADDITION TO [******]).
3.
RESEARCH PROGRAM; DEVELOPMENT AND
COMMERCIALIZATION
OF LICENSED PRODUCTS
3.1
RESEARCH PROGRAM.
(A)
IMPLEMENTATION OF RESEARCH PROGRAM.
AS
SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE, THE PARTIES SHALL PREPARE A
RESEARCH PLAN WHICH SHALL SET FORTH WITH REASONABLE SPECIFICITY THE RESEARCH
OBJECTIVES AND TASKS TO BE CONDUCTED BY THE PARTIES UNDER THE RESEARCH
CONFIDENTIAL
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 investment under Rule 24b-2 under the Securities Exchange Act of
1934.
18
PROGRAM, WHICH SHALL BE DESIGNED TO FACILITATE THE SELECTION OF THE APPROPRIATE
[***] ANTIBODIES AND MAY COMPOUND TO BE USED IN PREPARING THE [***]-MAY
CONJUGATE.
WITHOUT LIMITING THE FOREGOING, TO THE EXTENT THAT BIOGEN IDEC
REQUESTS THAT IMMUNOGEN MANUFACTURE PRECLINICAL MATERIALS AND CLINICAL
MATERIALS, IMMUNOGEN SHALL, IN CONSULTATION WITH BIOGEN IDEC, AS PART OF THE
RESEARCH PROGRAM, CONDUCT ALL PROCESS DEVELOPMENT ACTIVITIES AS IMMUNOGEN
DETERMINES IN ITS DISCRETION ARE REASONABLY NECESSARY TO PRODUCE THE QUANTITIES
OF PRECLINICAL MATERIALS AND CLINICAL MATERIALS SO ORDERED, WHICH PROCESS
DEVELOPMENT ACTIVITIES SHALL BE [***] WITHIN THE [***] OF [***] TO BE [***] BY
BIOGEN IDEC PURSUANT TO SECTIONS 4.2 AND 4.3 OF THIS AGREEMENT, PROVIDED THAT
[******] SHALL HAVE [***]-[***] THE [***] FOR SUCH [******] ACTIVITIES.
THE
PARTIES ACKNOWLEDGE AND AGREE THAT BIOGEN IDEC SHALL HAVE THE FINAL DECISION
MAKING AUTHORITY WITH RESPECT TO THE ESTABLISHMENT OF, ADDITIONS TO AND
MODIFICATIONS OF THE RESEARCH PLAN, PROVIDED THAT ALLOCATION OF ACTIVITIES
SPECIFICALLY TO IMMUNOGEN UNDER THE RESEARCH PLAN, INCLUDING ANY AMENDMENTS OR
UPDATES TO SUCH ACTIVITIES, SHALL BE SUBJECT TO IMMUNOGEN'S PRIOR WRITTEN
CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
EACH PARTY AGREES
THAT THE ACTIVITIES ASSIGNED TO IT IN THE RESEARCH PLAN SHALL BE CONDUCTED
DILIGENTLY AND IN GOOD SCIENTIFIC MANNER IN ACCORDANCE WITH ACCEPTED LABORATORY
PRACTICES AND IN COMPLIANCE WITH ANY AND ALL LAWS, REGULATIONS AND BIOETHICAL
CONVENTIONS APPLICABLE TO THE JURISDICTION IN WHICH THOSE ACTIVITIES TAKE PLACE.
(B)
COLLABORATIVE EFFORTS AND REPORTS.
THE
PARTIES AGREE THAT THE SUCCESSFUL EXECUTION OF THE RESEARCH PROGRAM WILL REQUIRE
THE COLLABORATIVE USE OF BOTH PARTIES' AREAS OF EXPERTISE.
THE PARTIES SHALL
KEEP THE COLLABORATION COMMITTEE AND EACH OTHER FULLY