ATTEND SUCH MEETINGS TO
PRESENT AND PARTICIPATE.
EACH PARTY SHALL BEAR ALL COSTS AND EXPENSES,
INCLUDING TRAVEL AND LODGING EXPENSE, THAT MAY BE INCURRED BY ITS COLLABORATION
COMMITTEE REPRESENTATIVES OR OTHER OF ITS 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.
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.
25
4.
SUPPLY AND MANUFACTURING OBLIGATIONS
4.1
SUPPLY OF PRECLINICAL MATERIALS, CLINICAL
MATERIALS AND LICENSED PRODUCT.
BIOGEN IDEC SHALL BE RESPONSIBLE, AT ITS SOLE
COST, FOR MANUFACTURING OR HAVING MANUFACTURED ANY MATERIALS (INCLUDING WITHOUT
LIMITATION, THE [***] ANTIBODY, THE MAY COMPOUND AND THE [***] [***]-MAY
CONJUGATE) 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, IMMUNOGEN SHALL, AT BIOGEN IDEC'S REQUEST, USE REASONABLE COMMERCIAL
EFFORTS TO SUPPLY BIOGEN IDEC WITH SUCH QUANTITIES OF PRECLINICAL MATERIALS AS
MAY BE REASONABLY ORDERED BY BIOGEN IDEC IN CONNECTION WITH THE CONDUCT OF
PRE-CLINICAL DEVELOPMENT ACTIVITIES (INCLUDING, WITHOUT LIMITATION, TOXICOLOGY
TESTING) RELATING TO LICENSED PRODUCTS.
BIOGEN IDEC 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 IN
ACCORDANCE WITH SPECIFICATIONS, TO BE AGREED UPON BY THE PARTIES.
TO THE EXTENT
BIOGEN IDEC REQUESTS IMMUNOGEN TO MANUFACTURE ANY [***]-MAY CONJUGATE, BIOGEN
IDEC SHALL SUPPLY IMMUNOGEN WITH QUANTITIES OF [***] ANTIBODY SUFFICIENT TO
ENABLE IMMUNOGEN TO PRODUCE SUCH [***]-MAY CONJUGATE.
IMMUNOGEN SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO DELIVER SUCH AMOUNTS OF PRECLINICAL MATERIALS
ORDERED IN ACCORDANCE WITH THE FOREGOING (INCLUDING SUCH AGREED UPON TIMEFRAMES)
IN A TIMELY MANNER; PROVIDED, THAT, TO THE EXTENT SUCH PRECLINICAL MATERIALS ARE
[***]-MAY CONJUGATES, IMMUNOGEN'S OBLIGATIONS SHALL BE CONTINGENT ON THE
PARTIES' MUTUAL AGREEMENT AS TO SPECIFICATIONS AND IMMUNOGEN'S RECEIPT OF THE
REQUIRED QUANTITIES OF [***] ANTIBODY FROM BIOGEN IDEC.
IN CONNECTION WITH ANY
ORDERING OF PRECLINICAL MATERIALS BY BIOGEN IDEC, IMMUNOGEN SHALL PROVIDE BIOGEN
IDEC PROMPTLY WITH IMMUNOGEN'S GOOD FAITH ESTIMATE OF THE COST FOR MANUFACTURE
AND SUPPLY OF SUCH PRECLINICAL MATERIALS.
IMMUNOGEN'S PRICE TO SUPPLY
PRECLINICAL MATERIALS TO BIOGEN IDEC SHALL EQUAL [******************] ([***])
FOR SUCH PRECLINICAL MATERIALS.
IN CONNECTION WITH SUCH SUPPLY, BIOGEN IDEC
HEREBY AGREES THAT (A) IT SHALL
CONFIDENTIAL
Portions of this Exhibit were omitted and have been filed separately with the