TERMINATION OF THE DEVELOPMENT, COMMERCIALIZATION
MADE BETWEEN VERNALIS (R&D) LIMITED
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.
TERMINATION OF THE DEVELOPMENT, COMMERCIALIZATION AND LICENSE
AGREEMENT MADE BETWEEN VERNALIS (R&D) LIMITED (THEN BRITISH BIOTECH
PHARMACEUTICALS LIMITED) AND IMMUNOGEN INC, ON 4 TH MAY 2000.
This Termination Agreement (this “Agreement”) is effective as of January 7, 2004 (the Termination
Effective Date”), by and between ImmunoGen, Inc. (“ImmunoGen”), a Massachusetts corporation with a
principal place of business at 128 Sidney Street, Cambridge, MA 02139, U.S.A and Vernalis (R&D) Limited
(“Vernalis”), an English corporation with a principal place of business at Oakdene Court, Winnersh, Berkshire,
RG41 5UA, United Kingdom.
WHEREAS, ImmunoGen and Vernalis have previously entered into a Development, Commercialization
and License Agreement dated as of May 4, 2000, as supplemented by a letter agreement (the “Letter
Agreement”) dated as of August 2, 2002 (as so supplemented, the “Existing Agreement”); and
WHEREAS, ImmunoGen and Vernalis wish to terminate the Existing Agreement effective as of the
Termination Effective Date, and wish to set forth herein the mutual understanding of the parties as to the
consequences of such termination.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for
other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned
hereby agree as follows:
1. Defined terms in the Existing Agreement shall be deemed to have the same meaning herein.
In addition the following terms shall have the following meanings: