This Collaboration and License Agreement ("Agreement") is made

effective as of September 29, 2000 ("Effective Date") by and between IMMUNOGEN,

a Massachusetts corporation with its principal place of business at 128 Sidney

Street, Cambridge, Massachusetts 02139 ("IMMUNOGEN"), and MORPHOSYS AG, a German

limited liability company with its principal place of business at Lena Christ

Strasse 48, 82152 Martinsried, Munich, Germany ("MORPHOSYS"). MORPHOSYS and

IMMUNOGEN are each hereafter referred to individually as a "Party" and together

as the "Parties".





         WHEREAS, IMMUNOGEN and MORPHOSYS desire to collaborate in the discovery

and development of human monoclonal antibodies against certain specified

IMMUNOGEN Targets, whereby MORPHOSYS will use its MORPHOSYS HuCAL Technologies

to generate and characterize antibodies and optimize those antibodies and

IMMUNOGEN and MORPHOSYS will use their expertise in developing antibodies in

pre-clinical and clinical settings;





         WHEREAS, the Parties desire to grant and receive licenses to

discoveries made utilizing the MORPHOSYS HuCAL Technologies on the terms set

forth herein; and





         WHEREAS, IMMUNOGEN and MORPHOSYS desire to initiate the performance of

the above-described activities by MORPHOSYS and IMMUNOGEN and therefore agree to

undertake the foregoing, all under the terms and conditions set forth in this

Agreement.





         NOW, THEREFORE, in consideration of the mutual covenants contained

herein, and for other good and valuable consideration, the receipt and adequacy

of which is hereby acknowledged, the Parties hereby agree as follows:





                                 1. DEFINITIONS





         Whenever used in the Agreement with an initial capital letter, the

terms defined in this Section 1 shall have the meanings specified below.







                                                                    Page 1 of 57



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.

{PAGE}   2

Morphosys - Immunogen Collaboration and License Agreement         Execution Copy



         1.1 "AFFILIATE" shall mean any corporation, firm, limited liability

company, partnership or other entity which directly or indirectly controls or is

controlled by or is under common control with a Party to this Agreement.

"Control" means ownership, directly or through one or more Affiliates, of more

than fifty percent (50%) of the shares of stock entitled to vote for the

election of directors, in the case of a corporation, more than fifty percent

(50%) of the equity interests in the case of any other type of legal entity,

status as a general partner in any partnership, or any other arrangement whereby

a Party controls or has the right to control the Board of Directors or

equivalent governing body of a corporation or other entity.





         1.2 "AGREEMENT YEAR" shall mean an annual period commencing on January

1 and ending on December 31, except for the first Agreement Year which shall

commence on the Effective Date and end on December 31, 2000.





         1.3 "ANTIBODY OPTIMIZATION" shall mean the modification of the variable

region of an antibody in order to achieve higher affinity and/or improved

specificity, including the replacement or modification of CDRs of the antibody.





         1.4 "ANTIBODY PRODUCT" shall mean a product or composition containing

an antibody discovered or developed by either Party in the course of performance

of the Collaboration Plan through use of the MORPHOSYS HuCAL Technologies, or

through use of any Deliverable or fragments or variants of any such antibody,

alone or in combination with other materials.



         1.5 "COLLABORATION DATA" shall mean any data generated by either Party

(as applicable) in the course of performance of the Collaboration Plan or

through use of MORPHOSYS HuCAL Technologies, Antibody Products, Collaboration

Materials or a Collaboration Invention during the Term of this Agreement.

Collaboration Data shall not include Clinical Data.



         1.6 "COLLABORATION INVENTION" shall mean any discovery, invention,

know-how or trade secret conceived or made by either Party (as applicable) in

the course of performance of the Collaboration Plan or through use of MORPHOSYS

HuCAL Technologies, Antibody Products, Collaboration Data or Collaboration

Materials during the Term of this Agreement.



                                                                    Page 2 of 57



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.

{PAGE}   3

Morphosys - Immunogen Collaboration and License Agreement         Execution Copy



         1.7 "COLLABORATION MATERIAL" shall mean any proprietary materials,

including but not limited to antibodies and antibody fragments and certain other

Deliverables, identified or developed by either Party (as applicable) in the

performance of the Collaboration Plan through the use of MORPHOSYS HuCAL

Technologies.





         1.8 "COLLABORATION PLAN" shall mean the written description of the

research and development efforts and activities to be performed by MORPHOSYS and

IMMUNOGEN under this Agreement, as further described in Section 2.1.3 and in

Appendix 1.8. The Collaboration Plan may specify one or more independent

projects.





         1.9 "COLLABORATION PROGRAM" shall have the meaning as indicated in

Section 2.1. All work performed in the Collaboration Program shall be as

described in the Collaboration Plan.





         1.10  "COLLABORATION  TERM" shall have the meaning set forth in Section

2.3.1.





         1.11 "DELIVERABLES" shall mean information and materials, including but

not limited to Antibody Products, delivered to IMMUNOGEN by MORPHOSYS hereunder,

as further set forth in Section 2.1.3.





         1.12 "FDA" shall mean the United  States  Food and Drug  Administration

and any successor agency or authority thereto.





         1.13 "FIELD" shall mean all therapeutic indications.





         1.14 "FTE" shall mean the equivalent of one researcher  involved in one

year of research on a full-time basis  comprising at least thirty-two (32) hours

per week of  scientific  effort  in  support  of the  Collaboration  Plan and as

furthermore outlined therein.





         1.15 "IMMUNOGEN PROPRIETARY MATERIAL" shall mean all proprietary

information and materials including but not limited to antigens, IMMUNOGEN

Targets, cells, ligands, monoclonal antibodies, and other biological materials,

provided by IMMUNOGEN to MORPHOSYS for the purposes of performing the

Collaboration Plan.







                                                                    Page 3 of 57



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.

{PAGE}   4

Morphosys - Immunogen Collaboration and License Agreement         Execution Copy



         1.16 "IMMUNOGEN TARGET" shall mean the Target designated in Appendix

1.16 as of the Effective Date and any additional Target subsequently designated

by mutual written agreement of the Parties.





         1.17 "IND" shall mean an investigational new drug application (as

defined in Title 21 of the United States Code of Federal Regulation, as amended

from time to time) filed or to be filed with the FDA with regard to any Licensed

Product.





         1.18  "JOINT  STEERING  COMMITTEE"  or "JSC" shall have the meaning set

forth in Section 2.2.





         1.19 "LICENSED PRODUCT" shall mean an Antibody Product which is the

subject of a license granted to IMMUNOGEN under Section 3.2 of this Agreement.

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