AMENDMENT NO. 1 TO COLLABORATIVE DEVELOPMENT AND LICENSE AGREEMENT
Exhibit
10.3
Execution
Copy
AMENDMENT
NO. 1 TO
COLLABORATIVE DEVELOPMENT
AND
LICENSE
AGREEMENT
This
Amendment No. 1 (this
"Amendment No. 1") to the Collaborative
Development and License Agreement (this
“Agreement”)
entered into as of July 7, 2006 (the "Agreement Effective Date") by and between
ImmunoGen,
Inc., a Massachusetts corporation with its principal place of business at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ (“ImmunoGen”) and Biotest AG,
a corporation organized under the laws of Germany having an address of
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (“Biotest”) is dated
as of August 23,
2006 (the “Amendment Effective Date”).
Capitalized
terms used but
not otherwise defined herein shall have the meanings ascribed to such terms
in
the Agreement.
WHEREAS,
on the Agreement
Effective Date, ImmunoGen and Biotest entered into the Agreement for the purpose
of Developing
and Commercializing Licensed Products derived from the conjugation of Biotest’s
proprietary [***] Antibodies with ImmunoGen’s maytansine derivatives; and
WHEREAS,
the Parties
hereto desire to amend the Agreement as set forth herein.
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. The
introduction of
Section 6.4.1 of the Agreement and Sections 6.4.1(a) and 6.4.1(b) of the
Agreement are hereby deleted in their entirety and replaced with the
following:
“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; provided, that, for the purpose of clarity, to the extent
a
Royalty-Bearing Product is not covered by a Valid Claim in a country in the
Territory, the Net Sales of such Royalty-Bearing Product in such country shall
not be included in the calculation of Annual Net Sales used to determine the
royalty rates in Sections 6.4.1(a) and 6.4.1(b) on and after [***] ([***])
years
from the date of First Commercial Sale of such Royalty-Bearing Product in such
country:
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.
(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 $[***]
|
[***]%”
|
2. The
Parties hereby confirm
and agree that, except as amended hereby, the Agreement remains in full force
and effect and is a binding obligation of the Parties hereto. This Amendment
No.
1 may be executed simultaneously in counterparts, each of which shall be deemed
an original.
IN
WITNESS WHEREOF, the
Parties have caused this Amendment to be executed by their duly authorized
representatives.
| IMMUNOGEN, INC. | Biotest AG | |||
| By: | By: | |||
| Name: | Name: | ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | ||
| Title: | Title: | VP, Strategic Alliances | ||
| By: | ||||
| Name: | Prof. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | Chief Executive Officer | |||