Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions.
FIRST AMENDMENT TO AGREEMENTS
This First Amendment to Agreements (the “First Amendment”) is made effective as of the date of the last signature below (the “First Amendment Effective Date”) by and between ImmunoGen, Inc., a Massachusetts corporation (“ImmunoGen”), with its principal place of business being 830 Winter Street, Waltham, Massachusetts 02451, USA, and Eli Lilly and Company, an Indiana corporation (“Lilly”), with its principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285. ImmunoGen and Lilly are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, ImmunoGen and Lilly are parties to that certain Multi-Target Agreement made effective as of December 19, 2011 (the “Multi-Target Agreement”) and that certain License Agreement made effective as of August 26, 2013 (the “8/26/2013 License Agreement”); and
WHEREAS, the Parties desire to amend the Multi-Target Agreement and the 8/26/2013 License Agreement in the manner set forth in this First Amendment; and
WHEREAS, the capitalized terms used in this First Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Multi-Target Agreement and the 8/26/2013 License Agreement, as applicable;
NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants herein contained, the Parties agree and covenant as follows.
I. Section 3.3 of the Multi-Target Agreement is hereby deleted in its entirety and replaced with the following:
3.3 Number of Exclusive Licenses; Upfront Fees. Anything contained in this Agreement to the contrary notwithstanding, Lilly may take Exclusive Licenses to up to a total of three (3) Reserve Option Targets during the Term. Except as set forth below, each Exclusive License shall provide for an upfront fee, payable by Lilly to ImmunoGen within [***] days following the Effective Date of such Exclusive License. From and after the First Amendment Effective Date, (a) no upfront fee is due for one (1) of the two (2) remaining Exclusive Licenses available hereunder (the “No Upfront Fee License”), and (b) the upfront fee for the other of the two (2) remaining Exclusive Licenses available hereunder shall be Two Million United States Dollars ($2,000,000). Lilly shall have the right to designate in its sole discretion which Exclusive License taken after the First Amendment Effective Date shall be the No Upfront Fee License. For purposes of clarity, Lilly’s designation of the first Exclusive License taken after the First Amendment Effective Date as the No Upfront Fee License shall not create any obligation on the part of Lilly to take the remaining Exclusive License hereunder. Subject to Section 3.4 hereof, if an Exclusive License is terminated at any time for any reason, such terminated Exclusive License shall nevertheless continue to be counted against the aggregate number of Exclusive Licenses available to Lilly under this Section 3.3.
II. Section 5.1 of the Multi-Target Agreement is hereby amended by adding the following new paragraph at the end thereof:
In connection with Lilly’s exercise of its right to extend the term of this Agreement beyond the Initial Term or the First Extended Term in accordance with Sections 8.1(b) and 8.1(c) hereof, Lilly agrees in each case to pay ImmunoGen a Term extension fee (the “Extension Fee”) in the amount of [***] ($[***]) payable in accordance with Section 5.3 hereof at any time prior to the expiration of the Initial Term or the First Extended Term, as the case may be, which Extension Fees shall be non-refundable and non-creditable.
III. Section 8.1 of the Multi-Target Agreement is hereby deleted in its entirety and replaced with the following: