DEVELOPMENT AND LICENSE AGREEMENT
This Development and License Agreement (this “Agreement”) is made effective as of October 1, 2004
(the “Effective Date”) by and between Biogen Idec MA Inc., a Massachusetts corporation with its principal place
of business at 14 Cambridge Center, Cambridge, Massachusetts 02142 (“Biogen Idec”), and ImmunoGen, Inc.,
a Massachusetts corporation with its principal place of business at 128 Sidney Street, Cambridge, Massachusetts
02139 (“ImmunoGen”). Biogen Idec and ImmunoGen are sometimes each hereinafter referred to individually as
a “Party” and collectively as the “Parties”.
WHEREAS, Biogen Idec is the owner of or otherwise controls certain rights in proprietary technology
and know-how relating to certain [***] Antibodies (as defined below); and
WHEREAS, ImmunoGen is the owner of or otherwise controls certain rights in proprietary technology
and know-how relating to or otherwise useful in the conjugation of maytansine derivatives to binding proteins; and
WHEREAS, pursuant to the terms and conditions set forth herein, Biogen Idec desires to obtain from
ImmunoGen, and ImmunoGen desires to grant to Biogen Idec, a license under certain of ImmunoGen’s
technology and/or intellectual property rights to develop and commercialize one or more Licensed Products (as
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as
Whenever used in the Agreement with an initial capital letter, the terms defined in this Section 1 shall have
the meanings specified.
1.1. “ Adverse Drug Experience ” is defined in 21 CFR 310.305, 21 CFR 314.80, and 21 CFR
600.80, as amended, or any replacements thereof.
Portions of this Exhibit were omitted and have be