TO DELIVER TO CENTOCOR SUCH AMOUNTS OF
PRECLINICAL MATERIALS AS ARE ORDERED BY CENTOCOR 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 IMMUNOGEN'S RECEIPT OF THE REQUIRED QUANTITIES OF
[************************] ANTIBODIES FROM CENTOCOR.
IN CONNECTION WITH ANY
ORDERING OF PRECLINICAL MATERIALS BY CENTOCOR, IMMUNOGEN SHALL PROVIDE CENTOCOR
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 CENTOCOR SHALL EQUAL [*************************] FOR SUCH
PRECLINICAL MATERIALS.
IN CONNECTION WITH SUCH SUPPLY, CENTOCOR HEREBY AGREES
THAT (A) IT SHALL NOT USE THE PRECLINICAL MATERIALS IN ANY HUMAN SUBJECT, (B) IT
SHALL USE THE PRECLINICAL MATERIALS IN COMPLIANCE WITH ALL APPLICABLE FEDERAL,
STATE AND LOCAL LAWS AND REGULATIONS, AND (C) 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 ANY PRECLINICAL MATERIALS.
CENTOCOR
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 CLAUSES (A) AND (B) OF THIS
SECTION 4.2.
4.3
SUPPLY OF CLINICAL MATERIALS BY IMMUNOGEN.
IF, DURING THE TERM OF THIS AGREEMENT, CENTOCOR REQUESTS IN WRITING THAT
IMMUNOGEN SUPPLY CENTOCOR WITH SUCH QUANTITIES OF CLINICAL MATERIALS AS MAY BE
REASONABLY REQUIRED BY CENTOCOR IN ORDER TO CONDUCT HUMAN CLINICAL TRIALS OF
SUCH CLINICAL MATERIALS THROUGH THE COMPLETION OF NON-PIVOTAL PHASE II CLINICAL
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.
24
TRIALS FOR SUCH CLINICAL MATERIALS, IMMUNOGEN WILL USE COMMERCIALLY REASONABLE
EFFORTS TO SUPPLY CENTOCOR WITH SUCH CLINICAL MATERIALS.
IF, DURING THE TERM OF
THIS AGREEMENT, CENTOCOR REQUESTS IN WRITING THAT IMMUNOGEN SUPPLY IT WITH
CLINICAL MATERIALS IN CONNECTION WITH THE CONDUCT OF PIVOTAL CLINICAL TRIALS,
IMMUNOGEN WILL SUPPLY CENTOCOR WITH SUCH CLINICAL MATERIALS ONLY TO THE EXTENT
IMMUNOGEN HAS THE CAPABILITY TO DO SO AT THE TIME OF CENTOCOR'S REQUEST.
IN
EITHER EVENT, THE PARTIES SHALL SHARE INFORMATION CONCERNING SPECIFICATIONS,
FORECASTING AND CAPACITY REQUIREMENTS IN ORDER TO ADEQUATELY PLAN FOR THE
MANUFACTURE OF SUCH CLINICAL MATERIALS. TO THE EXTENT CENTOCOR REQUESTS
IMMUNOGEN TO MANUFACTURE CLINICAL MATERIALS AS PROVIDED IN THE FOREGOING
SENTENCES, IMMUNOGEN AND CENTOCOR SHALL ENTER INTO A SEPARATE SUPPLY AND QUALITY
AGREEMENTS DETAILING THE TERMS OF SUPPLY FOR ANY CLINICAL MATERIALS THAT
IMMUNOGEN IS SO REQUESTED TO SUPPLY TO CENTOCOR FOR THE PURPOSE OF CONDUCTING
CLINICAL TRIALS, WHICH SUPPLY AGREEMENT SHALL INCLUDE, WITHOUT LIMITATION, THE
TERMS SET FORTH ON SCHEDULE B ATTACHED HERETO AND THE REMAINDER OF THIS
SECTION 4.3 (THE "SUPPLY AGREEMENT").
SUBJECT TO THE FOREGOING, CENTOCOR SHALL
ORDER ALL AMOUNTS OF CLINICAL MATERIALS, AND IMMUNOGEN SHALL DELIVER ALL SUCH
ORDERED AMOUNTS, IN