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Collaboration and License Agreement

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Title:

Collaboration and License Agreement

Entities:

Aventis Pharmaceuticals Inc.; Genta Inc.; ImmunoGen, Inc.; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo; Morgan, Lewis & Bockius

Date:

2003

Size:

243KB total

Price:

$51

ID:

#279219

► Licensing ► Licenses ► Collaboration & License Agreements
► Biotechnology & Drugs
► Services ► Legal
► Biotech & Drugs ► Pharmaceutical Preparations
► Biotech & Drugs ► Biological Products

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COLLABORATION AND LICENSE AGREEMENT

By and Between

IMMUNOGEN, INC.

and

AVENTIS PHARMACEUTICALS INC.

Portions of this Exhibit have been omitted and filed separately with the Secretary of the Commission pursuant to the Company?s application requesting confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

TABLE OF CONTENTS

ARTICLE 1		DEFINITIONS

ARTICLE 2		RESEARCH PROGRAM

2.1		General

2.2		Burdened Technology

2.3		Joint Research Committee

2.4		Joint Research Project Teams

2.5		Conduct of the Research Program

2.6		Annual Research Plan

2.7		Materials

2.8		Targets

2.9		Research Program Records

2.10		Disclosure of Research Program Results

2.11		Material Transfer

2.12		Liability

2.13		Use of Approved Subcontractors

ARTICLE 3		PRECLINICAL AND CLINICAL DEVELOPMENT PROGRAM

3.1		Selection of Lead Antibodies

3.2		Designation of an EDC Antibody

3.3		Development of an EDC Antibody into a Collaboration Product

3.4		Inclusion of Rights

3.5		Joint Development Committee

3.6		Development Activities

3.7		Dropped Products

3.8		Right of *****; Royalty to Aventis

3.9		Use Of Approved Subcontractors

ARTICLE 4		MANUFACTURE AND SUPPLY

4.1		Supply of Preclinical Materials, Clinical Materials and Product

4.2		Manufacturing and Supply Agreement

4.3		Purchase of Dedicated Equipment

4.4		Use of Approved Subcontractors

ARTICLE 5		REGULATORY MATTERS

5.1		Ownership

5.2		Regulatory Coordination

5.3		Review of Correspondence for Products

5.4		Notice of Adverse Events

ARTICLE 6		COMMERCIALIZATION PROGRAM

6.1		Objectives for Commercialization of Products

6.2		ImmunoGen Option to Co-Promote Products

6.3		Decision Making; Meetings

6.4		Duties

6.5		Notice of Number of ImmunoGen Sales Reps

6.6		Reimbursement

6.7		Sales Rep Performance

6.8		Booking Sales

6.9		Promotional Materials

6.10		Information Exchange

6.11		Public Statements Regarding Products

6.12		Compliance with Laws

6.13		Use of Subcontractors

6.14		Training Program

6.15		Labeling

ARTICLE 7		LICENSES AND EXCLUSIVITY

7.1		ImmunoGen Grants

7.2		Aventis Grants

7.3		Technology Transfer

7.4		Retained Rights

7.5		Exclusivity

7.6		Section 365(n) of the Bankruptcy Code

ARTICLE 8		FINANCIAL PROVISIONS

8.1