Exhibit 10.3
Execution Copy
AMENDMENT NO. 1 TO COLLABORATIVE DEVELOPMENT
AND LICENSE AGREEMENT
This Amendment No. 1 (this "Amendment No. 1") to the Collaborative Development and License Agreement (this “Agreement”) entered into as of July 7, 2006 (the "Agreement Effective Date") by and between ImmunoGen, Inc., a Massachusetts corporation with its principal place of business at 128 Sidney Street, Cambridge, Massachusetts, USA 02139 (“ImmunoGen”) and Biotest AG, a corporation organized under the laws of Germany having an address of Landsteinerstraße 5, D-63303 Dreieich, Germany (“Biotest”) is dated as of August 23, 2006 (the “Amendment Effective Date”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, on the Agreement Effective Date, ImmunoGen and Biotest entered into the Agreement for the purpose of Developing and Commercializing Licensed Products derived from the conjugation of Biotest’s proprietary [***] Antibodies with ImmunoGen’s maytansine derivatives; and
WHEREAS, the Parties hereto desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the Parties hereto, intending to be legally bound, hereby agree as follows:
1. The introduction of Section 6.4.1 of the Agreement and Sections 6.4.1(a) and 6.4.1(b) of the Agreement are hereby deleted in their entirety and replaced with the following:
“6.4.1 Payment of Royalties. Biotest shall pay ImmunoGen a royalty based on Annual Net Sales of each Royalty-Bearing Product commencing with the Calendar Year (or partial Calendar Year) in which the First Commercial Sale of such Royalty-Bearing Product occurs and ending upon expiration of the Royalty Term for such Royalty-Bearing Product, at the following rates; provided, that, for the purpose of clarity, to the extent a Royalty-Bearing Product is not covered by a Valid Claim in a country in the Territory, the Net Sales of such Royalty-Bearing Product in such country shall not be included in the calculation of Annual Net Sales used to determine the royalty rates in Sections 6.4.1(a) and 6.4.1(b) on and after [***] ([***]) years from the date of First Commercial Sale of such Royalty-Bearing Product in such country:
1
(a) Biotest Products
Annual Net Sales of Biotest Products Worldwide | Royalty Rate | |
Up to $[***] | [***]% | |
Equal to or greater than $[***] | [***]% |
(b) Co-Developed Products
(i) Early Stage Co-Developed Products
Annual Net Sales Outside Co-Development Territory | Royalty Rate | |
Up to $[***] | [***]% | |
Equal to or greater than $[***] | [***]% |
(ii) Late Stage Co-Developed Products
Annual Net Sales Outside Co-Development Territory | Royalty Rate | |
Up to $[***] | [***]% | |
Equal to or greater than $[***] | [***]%” |
2. The Parties hereby confirm and agree that, except as amended hereby, the Agreement remains in full force and effect and is a binding obligation of the Parties hereto. This Amendment No. 1 may be executed simultaneously in counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their duly authorized representatives.
IMMUNOGEN, INC. | Biotest AG | |||
By: | By: | |||
Name: | Name: | Dr. Martin Reinecke | ||
Title: | Title: | VP, Strategic Alliances | ||
By: | ||||
Name: | Prof. Dr. Gregor Schulz | |||
Title: | Chief Executive Officer | |||