UNLESS AT LEAST THIRTY (30) DAYS IN ADVANCE OF ANY MEETING THE CHAIR OF THE
COLLABORATION COMMITTEE DETERMINES THAT THERE IS NO NEED FOR A MEETING.
IN SUCH
INSTANCE,
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 Ace of
1934.
22
THE NEXT COLLABORATION COMMITTEE MEETING SHALL ALSO BE SCHEDULED AS AGREED UPON
BY THE PARTIES.
THE LOCATION OF MEETINGS OF THE COLLABORATION COMMITTEE SHALL
ALTERNATE BETWEEN IMMUNOGEN'S OFFICES AND CENTOCOR'S OFFICES IN CAMBRIDGE,
MASSACHUSETTS AND MALVERN/RADNOR/HORSHAM/ CHESTERBROOK/SPRINGHOUSE,
PENNSYLVANIA, RESPECTIVELY, UNLESS OTHERWISE AGREED BY THE PARTIES. AS AGREED
UPON BY THE PARTIES, COLLABORATION COMMITTEE MEETINGS MAY BE FACE-TO-FACE OR MAY
BE CONDUCTED THROUGH TELECONFERENCES AND/OR VIDEOCONFERENCES.
IN ADDITION TO
ITS COLLABORATION COMMITTEE REPRESENTATIVES, EACH PARTY SHALL BE ENTITLED TO
HAVE OTHER EMPLOYEES ATTEND SUCH MEETINGS TO PRESENT AND PARTICIPATE, THOUGH NOT
IN A DECISION-MAKING CAPACITY.
EACH PARTY SHALL BEAR ITS OWN COSTS AND
EXPENSES, INCLUDING TRAVEL AND LODGING EXPENSE, THAT MAY BE INCURRED BY
COLLABORATION COMMITTEE REPRESENTATIVES OR OTHER ATTENDEES AT COLLABORATION
COMMITTEE MEETINGS, AS A RESULT OF SUCH MEETINGS HEREUNDER.
MINUTES OF EACH
COLLABORATION COMMITTEE MEETING WILL BE TRANSCRIBED AND ISSUED TO MEMBERS OF THE
COLLABORATION COMMITTEE BY THE CHAIR WITHIN THIRTY (30) DAYS AFTER EACH MEETING,
AND SUCH MINUTES SHALL BE REVIEWED AND MODIFIED AS MUTUALLY REQUIRED TO OBTAIN
APPROVAL OF SUCH MINUTES PROMPTLY THEREAFTER.
4.
SUPPLY AND MANUFACTURING OBLIGATIONS
4.1
SUPPLY OF PRECLINICAL MATERIALS, CLINICAL
MATERIALS AND LICENSED PRODUCT.
CENTOCOR SHALL BE RESPONSIBLE, AT ITS SOLE
COST, FOR MANUFACTURING OR HAVING MANUFACTURED THROUGH THIRD PARTY CONTRACT
MANUFACTURERS, ANY MATERIALS (INCLUDING WITHOUT LIMITATION, ALL
[**********************] ANTIBODIES, MAY COMPOUNDS AND [******************]-MAY
CONJUGATES) 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 REQUIRED FOR ALL PRECLINICAL
AND CLINICAL STUDIES APPLICABLE TO SUCH LICENSED PRODUCT AND FOR
COMMERCIALIZATION OF SUCH LICENSED PRODUCT.
4.2
SUPPLY OF PRECLINICAL MATERIALS BY IMMUNOGEN.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 4.1, DURING THE TERM OF THIS
AGREEMENT, CENTOCOR MAY REQUEST IMMUNOGEN TO SUPPLY CENTOCOR WITH SUCH
QUANTITIES OF PRECLINICAL MATERIALS AS MAY BE REASONABLY REQUIRED BY CENTOCOR IN
ORDER TO CONDUCT ALL PRE-CLINICAL DEVELOPMENT ACTIVITIES
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 Ace of
1934.
23
(INCLUDING, WITHOUT LIMITATION, TOXICOLOGY TESTING) RELATING TO LICENSED
PRODUCTS.
CENTOCOR 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.
TO THE EXTENT CENTOCOR REQUESTS IMMUNOGEN TO MANUFACTURE ANY
[*********************]-MAY CONJUGATE, CENTOCOR SHALL SUPPLY IMMUNOGEN WITH
QUANTITIES OF [***************************] ANTIBODIES SUFFICIENT TO ENABLE
IMMUNOGEN TO PRODUCE SUCH [**************************]-MAY CONJUGATE.
IMMUNOGEN
SHALL USE COMMERCIALLY REASONABLE EFFORTS