Common use of Supply of Preclinical Materials by ImmunoGen Clause in Contracts

Supply of Preclinical Materials by ImmunoGen. Notwithstanding anything to the contrary in Section 4.1, during the Term of this Agreement, Centocor may request ImmunoGen to supply Centocor with such quantities of Preclinical Materials as may be reasonably required by Centocor in order to conduct all pre-clinical Development activities 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 investment under Rule 24b-2 under the Securities Exchange Ace of 1934. (including, without limitation, toxicology testing) relating to Licensed Products. Centocor shall order all amounts of Preclinical Materials, and ImmunoGen shall deliver all such ordered amounts, in accordance with advance ordering timeframes and delivery timeframes and specifications to be agreed upon by the Parties. To the extent Centocor requests ImmunoGen to manufacture any [*********************]-MAY Conjugate, Centocor shall supply ImmunoGen with quantities of [***************************] Antibodies sufficient to enable ImmunoGen to produce such [**************************]-MAY Conjugate. ImmunoGen shall use commercially reasonable efforts to deliver to Centocor such amounts of Preclinical Materials as are ordered by Centocor in accordance with the foregoing (including such agreed upon timeframes) in a timely manner; provided, that, to the extent such Preclinical Materials are [************************]-MAY Conjugates, ImmunoGen’s obligations shall be contingent on ImmunoGen’s receipt of the required quantities of [************************] Antibodies from Centocor. In connection with any ordering of Preclinical Materials by Centocor, ImmunoGen shall provide Centocor promptly with ImmunoGen’s good faith estimate of the Cost for manufacture and supply of such Preclinical Materials. ImmunoGen’s price to supply Preclinical Materials to Centocor shall equal [*************************] for such Preclinical Materials. In connection with such supply, Centocor hereby agrees that (a) it shall not use the Preclinical Materials in any human subject, (b) it shall use the Preclinical Materials in compliance with all applicable federal, state and local laws and regulations, and (c) it (as a matter of contract between itself and ImmunoGen) shall assume all liability for damages that may arise from the use, storage and disposal of any Preclinical Materials. Centocor shall be entitled to transfer Preclinical Materials to any Third Party under terms obligating such Third Party not to transfer or use such Preclinical Materials except in compliance with the foregoing clauses (a) and (b) of this Section 4.2.

Supply of Preclinical Materials by ImmunoGen. Notwithstanding anything to the contrary in Section 4.1, during the Term of this Agreement, Centocor Bayer may request ImmunoGen to supply Centocor Bayer with such quantities of Preclinical Materials as may be reasonably required by Centocor Bayer in order to conduct all pre-clinical Development activities 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 investment under Rule 24b-2 under the Securities Exchange Ace of 1934. (including, without limitation, toxicology testing) [***] relating to Licensed Products. Centocor Bayer shall order all amounts of Preclinical Materials, and ImmunoGen shall deliver all such ordered amounts, in accordance with advance ordering timeframes and delivery timeframes and specifications to be agreed upon by the Parties. To the extent Centocor Bayer requests ImmunoGen to manufacture any [*********************]-MAY ConjugateLicensed Product, Centocor Bayer shall supply ImmunoGen with quantities of [***************************] Antibodies Anti-Mesothelin Cell Binding Agents sufficient to enable ImmunoGen to produce such [**************************]-MAY ConjugateLicensed Product. ImmunoGen shall use commercially reasonable efforts to deliver to Centocor Bayer such amounts of Preclinical Materials as are ordered by Centocor Bayer in accordance with the foregoing (including such agreed upon timeframes) in a timely manner; provided, that, to the extent such Preclinical Materials are [************************]-MAY ConjugatesLicensed Products, ImmunoGen’s obligations shall be contingent on ImmunoGen’s receipt of the required quantities of [************************] Antibodies Anti-Mesothelin Cell Binding Agents from CentocorBayer. In connection with any ordering of Preclinical Materials by CentocorBayer, ImmunoGen shall provide Centocor Bayer promptly with ImmunoGen’s good faith estimate of the Cost for manufacture and supply of such Preclinical Materials. ImmunoGen’s price to supply Preclinical Materials to Centocor Bayer shall equal [*************************] for such Preclinical Materials. In connection with such supply, Centocor Bayer hereby agrees that (a) it shall not use the Preclinical Materials in any human Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. subject, ; (b) it shall use the Preclinical Materials in compliance with all applicable federal, state and local laws and regulations, Applicable Laws; and (c) it (as a matter of contract between itself and ImmunoGen) shall assume all liability for damages that may arise from the use, storage and disposal of any Preclinical Materials. Centocor Bayer shall be entitled to transfer Preclinical Materials to any Third Party under terms obligating such Third Party not to transfer or use such Preclinical Materials except in compliance with the foregoing clauses (a) and (b) of this Section 4.2the preceding sentence.

Supply of Preclinical Materials by ImmunoGen. Notwithstanding anything to the contrary in Section 4.1, during the Term of this Agreement, Centocor Bayer may request ImmunoGen to supply Centocor Bayer with such quantities of Preclinical Materials as may be reasonably required by Centocor Bayer in order to conduct all pre-clinical Development activities 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 investment under Rule 24b-2 under the Securities Exchange Ace of 1934. (including, without limitation, toxicology testing) [***] relating to Licensed Products. Centocor Bayer shall order all amounts of Preclinical Materials, and ImmunoGen shall deliver all such ordered amounts, in accordance with advance ordering timeframes and delivery timeframes and specifications to be agreed upon by the Parties. To the extent Centocor Bayer requests ImmunoGen to manufacture any [*********************]-MAY ConjugateLicensed Product, Centocor Bayer shall supply ImmunoGen with quantities of [***************************] Antibodies Anti-Mesothelin Cell Binding Agents sufficient to enable ImmunoGen to produce such [**************************]-MAY ConjugateLicensed Product. ImmunoGen shall use commercially reasonable efforts to deliver to Centocor Bayer such amounts of Preclinical Materials as are ordered by Centocor Bayer in accordance with the foregoing (including such agreed upon timeframes) in a timely manner; provided, that, to the extent such Preclinical Materials are [************************]-MAY ConjugatesLicensed Products, ImmunoGen’s obligations shall be contingent on ImmunoGen’s receipt of the required quantities of [************************] Antibodies Anti-Mesothelin Cell Binding Agents from CentocorBayer. In connection with any ordering of Preclinical Materials by CentocorBayer, ImmunoGen shall provide Centocor promptly with ImmunoGen’s good faith estimate Portions of this Exhibit, indicated by the Cost for manufacture and supply of such Preclinical Materials. ImmunoGen’s price to supply Preclinical Materials to Centocor shall equal xxxx “[*************************] for such Preclinical Materials. In connection with such supply, Centocor hereby agrees that (a) it shall not use the Preclinical Materials in any human subject, (b) it shall use the Preclinical Materials in compliance with all applicable federal, state ],” were omitted and local laws and regulations, and (c) it (as a matter of contract between itself and ImmunoGen) shall assume all liability for damages that may arise from the use, storage and disposal of any Preclinical Materials. Centocor shall be entitled to transfer Preclinical Materials to any Third Party under terms obligating such Third Party not to transfer or use such Preclinical Materials except in compliance have been filed separately with the foregoing clauses (a) Securities and (b) Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of this Section 4.2the Securities Exchange Act of 1934, as amended.

Supply of Preclinical Materials by ImmunoGen. Notwithstanding anything to the contrary in Section 4.1, during the Term of this Agreement, Centocor may request ImmunoGen shall, at Biogen Idec’s request, use reasonable commercial efforts to supply Centocor Biogen Idec with such quantities of Preclinical Materials as may be reasonably required ordered by Centocor Biogen Idec in order to connection with the conduct all of pre-clinical Development activities 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 investment under Rule 24b-2 under the Securities Exchange Ace of 1934. (including, without limitation, toxicology testing) relating to Licensed Products. Centocor Biogen Idec shall order all amounts of Preclinical Materials, and ImmunoGen shall deliver all such ordered amounts, in accordance with advance ordering timeframes and delivery timeframes timeframes, and specifications in accordance with specifications, to be agreed upon by the Parties. To the extent Centocor Biogen Idec requests ImmunoGen to manufacture any [*********************]-MAY Conjugate, Centocor Biogen Idec shall supply ImmunoGen with quantities of [***************************] Antibodies Antibody sufficient to enable ImmunoGen to produce such [**************************]-MAY Conjugate. ImmunoGen shall use commercially reasonable efforts to deliver to Centocor such amounts of Preclinical Materials as are ordered by Centocor in accordance with the foregoing (including such agreed upon timeframes) in a timely manner; provided, that, to the extent such Preclinical Materials are [************************]-MAY Conjugates, ImmunoGen’s obligations shall be contingent on the Parties’ mutual agreement as to specifications and ImmunoGen’s receipt of the required quantities of [************************] Antibodies Antibody from CentocorBiogen Idec. In connection with any ordering of Preclinical Materials by CentocorBiogen Idec, ImmunoGen shall provide Centocor Biogen Idec promptly with ImmunoGen’s good faith estimate of the Cost for manufacture and supply of such Preclinical Materials. ImmunoGen’s price to supply Preclinical Materials to Centocor Biogen Idec shall equal [***] ([**********************] ]) for such Preclinical Materials. In connection with such supply, Centocor Biogen Idec hereby agrees that (a) it shall not use the Preclinical Materials in any human subject, (b) it shall use the Preclinical Materials in compliance with all applicable federal, state and local laws and regulations, and (c) it (as a matter of contract between itself and ImmunoGen) shall assume all liability for damages that may arise from the use, storage and disposal of any Preclinical Materials, unless such liability results from the negligence or willful misconduct of ImmunoGen or its Affiliates or their respective employees or agents. Centocor Biogen Idec shall be entitled to transfer Preclinical Materials to any Third Party under terms obligating such Third Party not to transfer or use such Preclinical Materials except in compliance with the foregoing clauses (a) and (b) of this Section 4.2.. ​

Supply of Preclinical Materials by ImmunoGen. Notwithstanding anything to the contrary in Section 4.1, during the Term of this Agreement, Centocor Bayer may request ImmunoGen to supply Centocor Bayer with such quantities of Preclinical Materials as may be reasonably required by Centocor Bayer in order to conduct all pre-clinical Development activities 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 investment under Rule 24b-2 under the Securities Exchange Ace of 1934. (including, without limitation, toxicology testing) [***] relating to Licensed Products. Centocor Bayer shall order all amounts of Preclinical Materials, and ImmunoGen shall deliver all such ordered amounts, in accordance with advance ordering timeframes and delivery timeframes and specifications to be agreed upon by the Parties. To the extent Centocor Bayer requests ImmunoGen to manufacture any [*********************]-MAY ConjugateLicensed Product, Centocor Bayer shall supply ImmunoGen with quantities of [***************************] Antibodies Anti-Mesothelin Cell Binding Agents sufficient to enable ImmunoGen to produce such [**************************]-MAY ConjugateLicensed Product. ImmunoGen shall use commercially reasonable efforts to deliver to Centocor Bayer such amounts of Preclinical Materials as are ordered by Centocor Bayer in accordance with the foregoing (including such agreed upon timeframes) in a timely manner; provided, that, to the extent such Preclinical Materials are [************************]-MAY ConjugatesLicensed Products, ImmunoGen’s obligations shall be contingent on ImmunoGen’s receipt of the required quantities of [************************] Antibodies Anti-Mesothelin Cell Binding Agents from CentocorBayer. In connection with any ordering of Preclinical Materials by CentocorBayer, Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. ImmunoGen shall provide Centocor Bayer promptly with ImmunoGen’s good faith estimate of the Cost for manufacture and supply of such Preclinical Materials. ImmunoGen’s price to supply Preclinical Materials to Centocor Bayer shall equal [*************************] for such Preclinical Materials. In connection with such supply, Centocor Bayer hereby agrees that (a) it shall not use the Preclinical Materials in any human subject, ; (b) it shall use the Preclinical Materials in compliance with all applicable federal, state and local laws and regulations, Applicable Laws; and (c) it (as a matter of contract between itself and ImmunoGen) shall assume all liability for damages that may arise from the use, storage and disposal of any Preclinical Materials. Centocor Bayer shall be entitled to transfer Preclinical Materials to any Third Party under terms obligating such Third Party not to transfer or use such Preclinical Materials except in compliance with the foregoing clauses (a) and (b) of this Section 4.2the preceding sentence.

Supply of Preclinical Materials by ImmunoGen. Notwithstanding anything to the contrary in Section 4.1, during the Term of this Agreement, Centocor may request ImmunoGen shall, at Biogen Idec’s request, use reasonable commercial efforts to supply Centocor Biogen Idec with such quantities of Preclinical Materials as may be reasonably required ordered by Centocor Biogen Idec in order to connection with the conduct all of pre-clinical Development activities 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 investment under Rule 24b-2 under the Securities Exchange Ace of 1934. (including, without limitation, toxicology testing) relating to Licensed Products. Centocor Biogen Idec shall order all amounts of Preclinical Materials, and ImmunoGen shall deliver all such ordered amounts, in accordance with advance ordering timeframes and delivery timeframes timeframes, and specifications in accordance with specifications, to be agreed upon by the Parties. To the extent Centocor Biogen Idec requests ImmunoGen to manufacture any [*********************]-MAY Conjugate, Centocor Biogen Idec shall supply ImmunoGen with quantities of [***************************] Antibodies Antibody sufficient to enable ImmunoGen to produce such [**************************]-MAY Conjugate. ImmunoGen shall use commercially reasonable efforts to deliver to Centocor such amounts of Preclinical Materials as are ordered by Centocor in accordance with the foregoing (including such agreed upon timeframes) in a timely manner; provided, that, to the extent such Preclinical Materials are [************************]-MAY Conjugates, ImmunoGen’s obligations shall be contingent on the Parties’ mutual agreement as to specifications and ImmunoGen’s receipt of the required quantities of [************************] Antibodies Antibody from CentocorBiogen Idec. In connection with any ordering of Preclinical Materials by CentocorBiogen Idec, ImmunoGen shall provide Centocor Biogen Idec promptly with ImmunoGen’s good faith estimate of the Cost for manufacture and supply of such Preclinical Materials. ImmunoGen’s price to supply Preclinical Materials to Centocor Biogen Idec shall equal [******************] ([*******] ]) for such Preclinical Materials. In connection with such supply, Centocor Biogen Idec hereby agrees that (a) it shall 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 investment under Rule 24b-2 under the Securities Exchange Act of 1934. not use the Preclinical Materials in any human subject, (b) it shall use the Preclinical Materials in compliance with all applicable federal, state and local laws and regulations, and (c) it (as a matter of contract between itself and ImmunoGen) shall assume all liability for damages that may arise from the use, storage and disposal of any Preclinical Materials, unless such liability results from the negligence or willful misconduct of ImmunoGen or its Affiliates or their respective employees or agents. Centocor Biogen Idec shall be entitled to transfer Preclinical Materials to any Third Party under terms obligating such Third Party not to transfer or use such Preclinical Materials except in compliance with the foregoing clauses (a) and (b) of this Section 4.2.