COLLABORATION AND LICENSE AGREEMENT

This Agreement is entered into as of September 27, 2004 among:

WITNESSETH

WHEREAS, Licensor owns or Controls (as defined below) intellectual property rights relating to certain technology useful for linking certain proprietary [***] to other molecules, such as antibodies capable of directing such [***] to specific tissues and/or cells;

WHEREAS, Licensee owns or Controls (as defined below) intellectual property rights relating to antibodies to the Designated Antigen (as defined below), and is currently conducting research and development programs to incorporate such antibodies into pharmaceutical compounds that may have activity in certain disease-related pathways, and to develop antibodies that bind to the Designated Antigen;

WHEREAS, Licensor and Licensees Affiliate (as defined below), [***] (the Research Collaboration Agreement), whereby Licensor and Licensees Affiliate agreed to produce, purify and test certain antibodies conjugated to one or more [***];

WHEREAS, Licensee now wishes to acquire from Licensor an exclusive worldwide license under Licensors patent rights and know-how related to Licensors proprietary [***] for use in conjunction with Licensees development, commercialization, manufacture, marketing and sale of Licensees antibodies that bind to the Designated Antigen; and

WHEREAS, Licensor wishes to grant to Licensee an exclusive worldwide license to Licensors [***] for use in conjunction with Licensees development, commercialization, manufacture, marketing and sale of Licensed Products (as defined below);

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, the Parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1 - DEFINITIONS AND INTERPRETATION

1.1 Definitions: For the purposes of this Agreement the following words and phrases shall have the following meanings:

ADC or Antibody-Drug Conjugate means an Antibody [***] or [***] and that contains, uses or is made using Drug Conjugation Technology.

CONFIDENTIAL

ADC Access Fee has the meaning set forth in Section 6.1.1.

ADC Data has the meaning set forth in Section 2.6.

Affiliate of a Party means any corporation or other business entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with a specified party. For such purposes (and for purposes of Article 16 hereof), control, controlled by and under common control with shall mean the possession of the power to direct or cause the direction of the management and policies of a specified party, whether through the ownership of voting equity, voting member or partnership interests, control of a majority of the board of directors or other similar body, by contract or otherwise. In the case of a corporation, the direct or indirect ownership of more than [***] of its outstanding voting shares or the ability otherwise to elect a majority of the board of directors or other managing authority of the entity shall in any event be presumptively deemed to confer control, it being understood that the direct or indirect ownership of a lesser percentage of such shares shall not necessarily preclude the existence of control.

Agreement means this agreement, all amendments and supplements to this Agreement and all schedules to this Agreement, including the following:

Antibody or Antibodies means any antibody, or [***], that binds to an Antigen.

Antigen means any [***].

Applicable Laws means all applicable laws, rules, and regulations, including, without limitation, any rules, regulations, guidelines or other requirements of the Regulatory Authorities, that may be in effect from time to time in any portion of the Territory.

ASU Acknowledgement shall mean [***] to the [***].

BLA means a Biologics License Application, as defined in the FD&C Act and the regulations promulgated thereunder from time to time, and any corresponding foreign application, registration or certification, approval or grant of which by the relevant Regulatory Authorities is necessary or reasonably useful to market a Licensed Product in any portion of the Territory, but not including pricing and reimbursement approvals.

BMS Consent shall mean the consent of BMS to the sublicense of rights under Section 4.2(a) of the BMS Agreement.

[***] Confidential treatment has been requested with respect to the omitted portions.

[***] means the Licensor Technology licensed to Licensor under the BMS Agreement (as defined in the definition of Licensor In-Licenses).

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