Common use of Purchase of Dedicated Equipment Clause in Contracts

Purchase of Dedicated Equipment. If, during the Term of this Agreement, ImmunoGen determines in good faith that it is necessary or advisable to purchase Dedicated Equipment in order to perform any of its obligations to manufacture Preclinical Materials or Clinical Materials under Sections 4.2 or 4.3 of this Agreement, then ImmunoGen shall provide Bayer with written notice of such determination, along with the estimated price for such purchase and quality parameters for the Dedicated Equipment, for Bayer’s approval of such price and features. Promptly after the consummation of such purchase, assuming that Bayer has provided its approval hereunder, ImmunoGen shall provide Bayer with a copy of the invoice or invoices reflecting such purchase, and Bayer shall reimburse ImmunoGen for the purchase of all such approved Dedicated Equipment hereunder within [***] days of its receipt of such invoice from ImmunoGen; provided, however, that no costs reimbursed by Bayer hereunder (or depreciation of such purchased equipment or instruments) shall be included within the calculation of any Costs under this Agreement. Bayer shall have title and ownership of all such Dedicated Equipment purchased pursuant to this Section 4.4, and shall have the right to reclaim or retain possession of such Dedicated Equipment at its expense upon reasonable notice at such time as it is no longer required for use by ImmunoGen to carry out this Agreement. Notwithstanding the foregoing, the purchase of items including, but not limited to, routine lab equipment, biological materials, products and reagents reasonably required by ImmunoGen to conduct the Research Program shall be included in the Research Budget.

Purchase of Dedicated Equipment. If, during the Term of this Agreement, ImmunoGen determines in good faith that it is necessary or advisable to purchase Dedicated Equipment in order to perform any of its obligations to manufacture Preclinical Materials or Clinical Materials under Sections 4.2 or 4.3 of this Agreement, then ImmunoGen shall provide Bayer with written notice of such determination, along with the estimated price for such purchase and quality parameters for the Dedicated Equipment, for Bayer’s approval of such price and features. Promptly after the consummation of such purchase, assuming that Bayer has provided its approval hereunder, ImmunoGen shall provide Bayer with a copy of the invoice or invoices reflecting such purchase, and Bayer shall reimburse ImmunoGen for the purchase of all such approved Dedicated Equipment hereunder within [***] days of its receipt of such invoice from ImmunoGen; provided, however, that no costs reimbursed by Bayer hereunder (or depreciation of such purchased equipment or instruments) shall be included within the calculation of any Costs under this Agreement. Bayer shall have title and ownership of all such Dedicated Equipment purchased pursuant to this Section 4.4, and shall have the right to reclaim or retain possession of such Dedicated Equipment at its expense upon reasonable notice at such time as it is no longer required for use by ImmunoGen to carry out this Agreement. Notwithstanding the foregoing, the purchase of items including, but not limited to, routine lab equipment, biological materials, products and reagents reasonably required by ImmunoGen to conduct the Research Program shall be included in the Research Budget.

Purchase of Dedicated Equipment. If, during the Term of this Agreement, ImmunoGen the JDC determines in good faith that it is necessary or advisable to purchase Dedicated Equipment in order to perform any of its obligations to manufacture Preclinical Materials or Clinical Materials under Sections 4.2 or 4.3 of this AgreementSection 4.5.2(b), then ImmunoGen shall provide Bayer Biotest with written notice of such determination, along with the estimated price for such purchase and quality parameters for the Dedicated Equipment, for BayerBiotest’s approval of such price and features. Promptly after the consummation of such purchase, assuming that Bayer Biotest has provided its approval hereunder, ImmunoGen shall provide Bayer Biotest with a copy of the invoice or invoices reflecting such purchase, and Bayer Biotest shall reimburse ImmunoGen for the purchase of all such approved Dedicated Equipment hereunder within [***] thirty (30) days of its receipt of such invoice 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. from ImmunoGen; provided, however, that no costs reimbursed by Bayer Biotest hereunder (or depreciation of such purchased equipment or instruments) shall be included within the calculation of any Costs under this Agreement. Bayer Biotest shall have title and ownership of all such Dedicated Equipment purchased pursuant to this Section 4.44.5.2(c), and shall have the right to reclaim or retain possession of such Dedicated Equipment at its expense upon reasonable notice at such time as it is no longer required for use by ImmunoGen to carry out this Agreement. Notwithstanding the foregoing, the purchase of items including, but not limited to, routine lab equipment, biological materials, products and reagents reasonably required by ImmunoGen to conduct the Research Program shall be included in the Research Budget.

Purchase of Dedicated Equipment. If, during the Term of this Agreement, ImmunoGen determines in good faith that it is necessary or advisable to purchase Dedicated Equipment in order to perform any of its obligations to manufacture Preclinical Materials or and Clinical Materials under Sections 4.2 or 4.3 of this Agreement, then ImmunoGen shall provide Bayer Centocor with written notice of such determination, along with the estimated price for such purchase and quality parameters for the Dedicated Equipment, for BayerCentocor’s approval of such price and features. Promptly after the consummation of such purchase, assuming that Bayer Centocor has provided its approval hereunder, ImmunoGen shall provide Bayer Centocor with a copy of the invoice or invoices reflecting such purchase, and Bayer Centocor shall reimburse ImmunoGen for the purchase of all such approved Dedicated Equipment hereunder within [****************] days of its receipt of such invoice from ImmunoGen; provided, however, that no costs reimbursed by Bayer Centocor hereunder (or depreciation of such purchased equipment or instruments) shall be included within the calculation of any Costs under this Agreement. Bayer Centocor shall have title and ownership of all such Dedicated Equipment purchased pursuant to this Section 4.4, and shall have the right to reclaim or retain possession of such Dedicated Equipment at its expense upon reasonable notice at such time as it is no longer required for use by ImmunoGen to carry out this Agreement. Notwithstanding the foregoing, the purchase of items including, but not limited to, routine lab equipment, biological materials, products and reagents reasonably required by ImmunoGen to conduct the Research Program shall be included in the Research BudgetBudget and shall be ImmunoGen’s obligation and responsibility.

Purchase of Dedicated Equipment. If, during the Term of this Agreement, ImmunoGen the JDC determines in good faith that it is necessary or advisable to purchase Dedicated Equipment in order to perform any of its obligations to manufacture Preclinical Materials or Clinical Materials under Sections 4.2 or 4.3 of this AgreementSection 4.5.2(b), then ImmunoGen shall provide Bayer Biotest with written notice of such determination, along with the estimated price for such purchase and quality parameters for the Dedicated Equipment, for BayerBiotest’s approval of such price and features. Promptly after the consummation of such purchase, assuming that Bayer Biotest has provided its approval hereunder, ImmunoGen shall provide Bayer Biotest with a copy of the invoice or invoices reflecting such purchase, and Bayer Biotest shall reimburse ImmunoGen for the purchase of all such approved Dedicated Equipment hereunder within [***] thirty (30) days of its receipt of such invoice from ImmunoGen; provided, however, that no costs reimbursed by Bayer Biotest hereunder (or depreciation of such purchased equipment or instruments) shall be included within the calculation of any Costs under this Agreement. Bayer Biotest shall have title and ownership of all such Dedicated Equipment purchased pursuant to this Section 4.44.5.2(c), and shall have the right to reclaim or retain possession of such Dedicated Equipment at its expense upon reasonable notice at such time as it is no longer required for use by ImmunoGen to carry out this Agreement. Notwithstanding Portions of this Exhibit were omitted and have been filed separately with the foregoing, Secretary of the purchase Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of items including, but not limited to, routine lab equipment, biological materials, products and reagents reasonably required by ImmunoGen to conduct the Research Program shall be included in the Research BudgetSecurities Exchange Act of 1934.