Supply of Preclinical Materials by ImmunoGen. Notwithstanding anything to the contrary in Section 4.1, during the Term of this Agreement, Bayer may request ImmunoGen to supply Bayer with such quantities of Preclinical Materials as may be reasonably required by Bayer in order to conduct all pre-clinical Development activities [***] relating to Licensed Products. 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 Bayer requests ImmunoGen to manufacture any Licensed Product, Bayer shall supply ImmunoGen with quantities of Anti-Mesothelin Cell Binding Agents sufficient to enable ImmunoGen to produce such Licensed Product. ImmunoGen shall use commercially reasonable efforts to deliver to Bayer such amounts of Preclinical Materials as are ordered by Bayer in accordance with the foregoing (including such agreed upon timeframes) in a timely manner; provided, that, to the extent such Preclinical Materials are Licensed Products, ImmunoGen’s obligations shall be contingent on ImmunoGen’s receipt of the required quantities of Anti-Mesothelin Cell Binding Agents from Bayer. In connection with any ordering of Preclinical Materials by Bayer, ImmunoGen shall provide 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 Bayer shall equal [***] for such Preclinical Materials. In connection with such supply, 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 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. 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 the preceding sentence.
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Samples: Development and License Agreement (Immunogen Inc), Development and License Agreement (Immunogen Inc)
Supply of Preclinical Materials by ImmunoGen. Notwithstanding anything to the contrary in Section 4.1, during the Term of this Agreement, Bayer Centocor may request ImmunoGen to supply Bayer Centocor with such quantities of Preclinical Materials as may be reasonably required by Bayer Centocor in order to conduct all pre-clinical Development activities [***] (including, without limitation, toxicology testing) relating to Licensed Products. Bayer 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 Bayer Centocor requests ImmunoGen to manufacture any Licensed Product[*********************]-MAY Conjugate, Bayer Centocor shall supply ImmunoGen with quantities of Anti-Mesothelin Cell Binding Agents [***************************] Antibodies sufficient to enable ImmunoGen to produce such Licensed Product[**************************]-MAY Conjugate. ImmunoGen shall use commercially reasonable efforts to deliver to Bayer Centocor such amounts of Preclinical Materials as are ordered by Bayer Centocor in accordance with the foregoing (including such agreed upon timeframes) in a timely manner; provided, that, to the extent such Preclinical Materials are Licensed Products[************************]-MAY Conjugates, ImmunoGen’s obligations shall be contingent on ImmunoGen’s receipt of the required quantities of Anti-Mesothelin Cell Binding Agents [************************] Antibodies from BayerCentocor. In connection with any ordering of Preclinical Materials by BayerCentocor, ImmunoGen shall provide Bayer 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 Bayer Centocor shall equal [*************************] for such Preclinical Materials. In connection with such supply, Bayer 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 Laws; 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. Bayer 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 the preceding sentencethis Section 4.2.
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Supply of Preclinical Materials by ImmunoGen. Notwithstanding anything to the contrary in Section 4.1, during the Term of this Agreement, Bayer may request ImmunoGen to supply Bayer with such quantities of Preclinical Materials as may be reasonably required by Bayer in order to conduct all pre-clinical Development activities [***] relating to Licensed Products. 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 Bayer requests ImmunoGen to manufacture any Licensed Product, Bayer shall supply ImmunoGen with quantities of Anti-Mesothelin Cell Binding Agents sufficient to enable ImmunoGen to produce such Licensed Product. ImmunoGen shall use commercially reasonable efforts to deliver to Bayer such amounts of Preclinical Materials as are ordered by Bayer in accordance with the foregoing (including such agreed upon timeframes) in a timely manner; provided, that, to the extent such Preclinical Materials are Licensed Products, ImmunoGen’s obligations shall be contingent on ImmunoGen’s receipt of the required quantities of Anti-Mesothelin Cell Binding Agents from Bayer. In connection with any ordering of Preclinical Materials by Bayer, ImmunoGen shall provide 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 Bayer shall equal [***] for such Preclinical Materials. In connection with such supply, 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 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. 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 the preceding sentence.,
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Supply of Preclinical Materials by ImmunoGen. Notwithstanding anything to the contrary in Section 4.1, during the Term of this Agreement, Bayer may request ImmunoGen shall, at Biogen Idec’s request, use reasonable commercial efforts to supply Bayer Biogen Idec with such quantities of Preclinical Materials as may be reasonably required ordered by Bayer Biogen Idec in order to connection with the conduct all of pre-clinical Development activities [***] (including, without limitation, toxicology testing) relating to Licensed Products. Bayer 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 Bayer Biogen Idec requests ImmunoGen to manufacture any Licensed Product[***]-MAY Conjugate, Bayer Biogen Idec shall supply ImmunoGen with quantities of Anti-Mesothelin Cell Binding Agents [***] Antibody sufficient to enable ImmunoGen to produce such Licensed Product[***]-MAY Conjugate. ImmunoGen shall use commercially reasonable efforts to deliver to Bayer such amounts of Preclinical Materials as are ordered by Bayer in accordance with the foregoing (including such agreed upon timeframes) in a timely manner; provided, that, to the extent such Preclinical Materials are Licensed Products[***]-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 Anti-Mesothelin Cell Binding Agents [***] Antibody from BayerBiogen Idec. In connection with any ordering of Preclinical Materials by BayerBiogen Idec, ImmunoGen shall provide Bayer 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 Bayer Biogen Idec shall equal [******************] ([***]) for such Preclinical Materials. In connection with such supply, Bayer 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 Laws; 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. Bayer 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 the preceding sentencethis Section 4.2.
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Supply of Preclinical Materials by ImmunoGen. Notwithstanding anything to the contrary in Section 4.1, during the Term of this Agreement, Bayer may request ImmunoGen shall, at Biogen Idec’s request, use reasonable commercial efforts to supply Bayer Biogen Idec with such quantities of Preclinical Materials as may be reasonably required ordered by Bayer Biogen Idec in order to connection with the conduct all of pre-clinical Development activities [***] (including, without limitation, toxicology testing) relating to Licensed Products. Bayer 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 Bayer Biogen Idec requests ImmunoGen to manufacture any Licensed Product[***]-MAY Conjugate, Bayer Biogen Idec shall supply ImmunoGen with quantities of Anti-Mesothelin Cell Binding Agents [***] Antibody sufficient to enable ImmunoGen to produce such Licensed Product[***]-MAY Conjugate. ImmunoGen shall use commercially reasonable efforts to deliver to Bayer such amounts of Preclinical Materials as are ordered by Bayer in accordance with the foregoing (including such agreed upon timeframes) in a timely manner; provided, that, to the extent such Preclinical Materials are Licensed Products[***]-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 Anti-Mesothelin Cell Binding Agents [***] Antibody from BayerBiogen Idec. In connection with any ordering of Preclinical Materials by BayerBiogen Idec, ImmunoGen shall provide Bayer 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 Bayer Biogen Idec shall equal [***] ([***]) for such Preclinical Materials. In connection with such supply, Bayer 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 Laws; 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. Bayer 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 the preceding sentence.this Section 4.2.
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Samples: Development and License Agreement (ImmunoGen, Inc.)