Exhibit 10.9
THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS
AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT
THE PLACES INDICATED BY DOUBLE ASTERISKS (**) AND HAVE BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
A2724 [DF-3]
LICENSE AGREEMENT
-----------------
This Agreement is entered into as of this 25th day of November, 1986, by
and between XXXX-XXXXXX CANCER INSTITUTE, a Massachusetts corporation having its
principal place of business at 00 Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
("XXXX-XXXXXX"), and CENTOCOR EUROPE B.V., a corporation organized under the
laws of The Netherlands having its principal place of business at Xxxxxxxxxxxx
000, XX-0000 XX Xxxxxx, Xxx Xxxxxxxxxxx ("CENTOCOR EUROPE").
RECITALS
WHEREAS, XXXX-XXXXXX has developed, under the direction of Xx. Xxxxxx X.
Xxxx, a hybridoma which secretes monoclonal antibodies preferentially reactive
with human breast carcinoma, which hybridoma is designated by XXXX-XXXXXX as
DF-3 (the "Cell Line"). All technical information, whether tangible or
intangible, including any and all data, pre-clinical and clinical results,
techniques, discoveries, inventions, ideas, processes, know-how, trade secrets
and other proprietary information and all physical, chemical and biological
material relating to the Cell Line is hereinafter referred to as the
"Technology";
WHEREAS, CENTOCOR, INC., a Pennsylvania corporation ("CENTOCOR") assigned
to CENTOCOR EUROPE certain rights received
from XXXX-XXXXXX under a research agreement dated March 1, 1984 (the "Research
Agreement"), which funded research related to the Cell Line in the laboratory of
Xx. Xxxxxx X. Xxxx, and delegated to CENTOCOR EUROPE certain obligations
relating to the Cell Line pursuant to a Consent to Assignment effective January
30, 1985 which Consent to Assignment has been accepted by XXXX-XXXXXX;
WHEREAS, in a letter dated February 12, 1986 (the "Letter"), CENTOCOR
EUROPE exercised its option pursuant to Section 6.01 of the Research Agreement
to convert its non-exclusive license to an exclusive, worldwide, royalty bearing
license to the Cell Line and the monoclonal antibodies which it secretes under
any and all of XXXX-XXXXXX'x rights and know-how to make, have made, use or sell
products and to practice methods developed pursuant to the Research Agreement
insofar as the same relates to the Cell Line;
WHEREAS, XXXX-XXXXXX wishes to have the products utilizing the Cell
Line or monoclonal antibodies which it secretes perfected and marketed at the
earliest Possible time in order that products resulting therefrom might be
available for public use and benefit; and
WHEREAS, XXXX-XXXXXX desires to grant to CENTOCOR EUROPE, and CENTOCOR
EUROPE desires to acquire from XXXX-XXXXXX an exclusive world-wide right and
license to develop, manufacture and market certain products utilizing the Cell
Line and the monoclonal antibodies which it secretes on the terms and conditions
set forth herein.
2
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged and intending to be legally bound, and
notwithstanding any provision in the Research Agreement or the Letter to the
contrary, the parties hereto agree as follows:
1. DEFINITIONS
---------------
1.1 -- "Antibody" means any antibody produced from the Cell Line.
1.2 -- "Licensed Products" means any product which has research, in vivo
-------
or in vitro diagnostic or therapeutic applications in humans or animals and
-- -----
which cannot be developed, manufactured, used or sold without utilizing Cell
Line or Antibody.
1.3 -- "Net Sales" means the gross amount of revenues recognized on all
sales of Licensed Products by CENTOCOR EUROPE commencing upon the first
commercial sale of any Licensed Product, less (i) discounts actually allowed,
(ii) credit for claims, allowances, retroactive price reductions or returned
Licensed Products, (iii) packing, insurance and freight, and (iv) taxes or other
governmental charges. The first commercial sale of any Licensed Product shall
mean the sale of such Licensed Product in the marketplace on a commercial scale.
There shall be no imputed revenues for samples, free goods, or other marketing
programs whereby Licensed Products are given away to induce sales of the
Licensed Products, if customary in the industry.
3
1.4 -- "Field" means the field of research in vivo and in vitro
-- ---- -- -----
diagnostic and therapeutic applications of antibodies developed under the March
1, 1984 Agreement.
1.5 -- "Person" means an individual, a partnership, a joint venture, a
corporation, a trust, an estate, an unincorporated organization or any other
entity or a government or any department or agency thereof.
2. GRANT
---------
2.1 -- XXXX-XXXXXX hereby grants to CENTOCOR EUROPE, and CENTOCOR EUROPE
hereby accepts, a worldwide exclusive license to make, have made, use and sell
Licensed Products, to use and improve the Technology, the Cell Line and the
Antibody and to practice methods arising from the Research Agreement related to
the Antibody, the Technology, the Licensed Products and studies or procedures
performed or to be performed in the Field under the direction of Xx. Xxxx (or
his successor) pursuant to the Agreement, such license and rights to be for the
term specified in Section 2.3 hereof.
2.2 -- Notwithstanding the rights granted to CENTOCOR EUROPE hereunder,
XXXX-XXXXXX reserves the rights (a) to make and use the Cell Line, Technology
and Antibody for XXXX-XXXXXX'X own education and research purposes and (b) to
make Antibody and to furnish Antibody to other research organization for such
organizations' own education and research purposes, pursuant to XXXX-XXXXXX'x
written agreement with such organization which shall specify that the Antibody
will not be used or made
4
available for commercial purposes by any such organization and will further
specify that such organization shall agree to be bound by the terms of Article
6.1 herein provided that CENTOCOR EUROPE shall not be obligated to pay any
royalties or other compensation related to (a) or (b) above. XXXX-XXXXXX agrees
to promptly notify CENTOCOR EUROPE of the name of any organization to which
Antibody is supplied.
2.3 -- CENTOCOR EUROPE'S exclusive license granted in Section 2.1 hereof
shall continue for as long as Centocor Europe is engaged in developing or
marketing Licensed Products in any country unless the license is terminated
sooner in accordance with the terms of this Agreement.
3. GOVERNMENT RIGHTS
---------------------
3.1 -- XXXX-XXXXXX and CENTOCOR EUROPE acknowledge that XXXX-XXXXXX has
received and expects to continue to receive funding from the United States
Government in support of XXXX-XXXXXX research activities; including, in part,
research from which the Cell Line and Technology were developed. XXXX-XXXXXX and
CENTOCOR EUROPE acknowledge and agree that their respective rights and
obligations pursuant to this Agreement, with respect to the Cell Line, the
Antibody and Technology, shall be subject to XXXX-XXXXXX'x obligations and the
rights of the United States Government, if any, which arise or result under
applicable statutes or regulations, from XXXX-XXXXXX'x receipt of
5
research support from the United States Government. XXXX-XXXXXX shall take all
actions necessary to satisfy any of its obligations to the United States
Government relating to its grant of the license in Article 2 hereof. Upon
request by XXXX-XXXXXX, CENTOCOR EUROPE shall take any action necessary in its
capacity as licensee to enable XXXX-XXXXXX to satisfy its obligations to the
United States Government.
4. ROYALTIES
-------------
4.1 -- (a) As compensation to XXXX-XXXXXX for the exclusive licenses
granted herein, CENTOCOR EUROPE agrees to pay to XXXX-XXXXXX royalties on Net
Sales on a country-by-country basis, in an amount equal to [**] percent [**]
of Net Sales for the term of such exclusive license subject to such adjustments
as provided herein.
(b) If CENTOCOR EUROPE has to pay royalties to a third party or
parties due to know-how or proprietary information or a valid patent that
CENTOCOR EUROPE reasonably believes the Licensed Products or Technology
infringe, royalties due under Section 4.1 hereof will be reduced by the
royalties payable to said third party or parties, but in no event shall the
royalties due under Section 4.1 hereof be reduced by more than [**] percent [**]
in any payment period. The return of any payments to CENTOCOR EUROPE because any
such patent is invalidated or such know-how is determined to be in the public
domain
6
shall be paid to XXXX-XXXXXX to the extent necessary to restore the reduced
royalty payment.
(c) In the event that two or more antibodies, the rights to
which have been licensed from different institutions, are employed by CENTOCOR
EUROPE in a Licensed Product, royalties payable to XXXX-XXXXXX on sales of such
Licensed Products shall be [**] percent [**] of Net Sales multiplied by a
fraction, the denominator of which is the number of antibodies incorporated in
said product and the numerator of which is 1 (one). but in no event shall
royalties payable to XXXX-XXXXXX be less than [**] and in such case, 4.1(b)
shall not be applicable
4.2 -- Royalty on Net Sales shall be paid quarterly in arrears, on or
before the ninetieth (90th) day of each and every calendar quarter during the
term of this License Agreement, calculated upon Net Sales of Licensed Products
during the immediately preceding quarter.
4.3 -- The remittance of royalties payable on Net Sales outside the
United States other than those denominated in U.S. dollars will be payable to
XXXX-XXXXXX in United States Dollar equivalents at the official rate of exchange
of the currency of the country from which the royalties are payable (determined
by the same method used by CENTOCOR for reporting foreign sales to its
shareholders and governmental agencies). If the transfer of or the conversion
into the United States Dollar equivalent of any such remittance in any such
instance is not lawful or possible, CENTOCOR EUROPE shall cause the payment of
such part of the royalties as is necessary to be made by the deposit thereof, in
7
the currency of the country where the sale was made on which the royalty was
based, to the credit and account of XXXX-XXXXXX or its nominee in any commercial
bank or trust company of XXXX-XXXXXX'x choice located in that country, prompt
notice of which shall be given by CENTOCOR EUROPE to XXXX-XXXXXX.
4.4 -- Any tax required to be withheld by CENTOCOR EUROPE under the laws
of a foreign country for the account of XXXX-XXXXXX shall be promptly paid by
CENTOCOR EUROPE for and on behalf of XXXX-XXXXXX to the appropriate governmental
authority, and CENTOCOR EUROPE shall xxxxxxx XXXX-XXXXXX with proof of payment
of such tax together with official or other appropriate evidence issued by the
appropriate government authority sufficient to enable XXXX-XXXXXX to support a
claim for federal income tax credit in respect of any sum so withheld.
4.5 -- CENTOCOR EUROPE agrees to make written reports to XXXX-XXXXXX
within ninety (90) days after the end of each calendar quarter commencing in the
quarter in which the first commercial sale occurs. Each report shall state the
Net Sales of Licensed Products sold during such completed calendar quarter and
resulting calculation of earned royalty payment due XXXX-XXXXXX pursuant to this
License Agreement for such completed calendar quarter.
4.6 -- CENTOCOR EUROPE also agrees to make a written report to XXXX-
XXXXXX within ninety (90) days after the date of termination of this License
Agreement, stating in such report the Net Sales of all Licensed Products sold
and upon which royalties
8
are payable hereunder but which were not previously reported to XXXX-XXXXXX.
4.7 -- CENTOCOR EUROPE agrees to keep records for a period of three (3)
years showing the Net Sales of Licensed Products in sufficient detail to enable
the royalties payable hereunder by CENTOCOR EUROPE to be determined, and further
agrees to permit its books and records to be examined by XXXX-XXXXXX from time
to time to the extent necessary, but not more than once a year, to verify
reports provided for in Section 4.5 of this License Agreement. Such examination
is to be made in accordance with generally accepted auditing standards by a firm
of independent certified public accountants of nationally recognized standing
and acceptable to CENTOCOR EUROPE, at the expense of XXXX-XXXXXX.
5. COMMERCIAL APPLICATION
--------------------------
5.1 -- CENTOCOR EUROPE shall use all reasonable efforts, including such
efforts of any or all of its affiliates and licensees, commercially to develop,
manufacture and distribute products throughout the world.
5.2 -- On or before September 1 of each year, beginning September 1,
1987, until CENTOCOR EUROPE first markets any Licensed Product, CENTOCOR EUROPE
shall make a written annual report to XXXX-XXXXXX covering the preceding twelve
months ended June 30, regarding the progress of CENTOCOR EUROPE toward
commercial use of Licensed Products.
9
6. CONFIDENTIALITY
-------------------
6.1 -- All proprietary information relevant to Licensed Products
disclosed by either party to the other shall be held by such other party in
confidence and is to be accorded the same degree of security that the receiving
party holds its own most confidential information of a similar character and is
not to be disclosed to any Persons other than employees and agents of such party
who have reasonable need for access and who are bound to such party by a written
agreement of confidentiality or in the case of CENTOCOR EUROPE, to Nihon Medi-
Physics Co., Ltd. Information shall not be deemed to be proprietary information
and such restrictions shall not apply to any such information (i) which, at the
time of the disclosure, is in the public domain, or (ii) which, after the
disclosure, becomes part of the public domain by publication or otherwise
(excluding disclosures by XXXX-XXXXXX or CENTOCOR EUROPE, their agents or
employees), or (iii) information which was received by one of the parties
without a binder of confidentiality from a third party having a legal right to
transmit the same to such party and others. Notwithstanding any provision of
this Section 6.1 to the contrary, CENTOCOR EUROPE may disclose such
confidential information to regulatory agencies as necessary and required to
obtain regulatory approval for Licensed Products.
6.2 -- Information disclosed by one party hereto to the other shall not
be deemed proprietary information unless it is
10
identified as such in writing within thirty (30) days after its transmittal by
one party to another.
6.3 -- If either party hereto contends that any such information subject
to this Article 6 is no longer entitled to be considered proprietary information
as a result of its having become part of the public domain without the fault of
such party, or having become known to such party as a result of its having been
received from a third party not subject to a binder of confidentiality, then
such circumstances shall be documented to such other party prior to any
disclosure of the information to third parties, and in timely manner to allow
the party who provided such information to object to such proposed disclosure.
6.4 -- Nothing herein shall prevent CENTOCOR EUROPE or XXXX-XXXXXX from
using its own proprietary information for their own purposes.
7. PUBLICITY
-------------
Except as provided in this Article 7 or as required by law, neither party
will originate any publicity, news release or other public announcement, written
or oral, whether to the public press, or stockholders, or otherwise, relating to
this License Agreement, to any amendment hereto or to performance hereunder or
the existence of an arrangement between the parties without the prior written
approval of the other party.
11
8. REPRESENTATIONS AND COVENANTS
---------------------------------
8.1 -- XXXX-XXXXXX represents and warrants to CENTOCOR EUROPE that:
(a) this License Agreement is a legal, valid and binding
obligation of XXXX-XXXXXX, enforceable in accordance with its terms;
(b) it is the owner of and has title to end the exclusive right
to grant a license in and to the Cell Line, the Antibody and the Technology,
subject only to any non-exclusive rights of the United States, resulting from
the funding by it, for the United States to use the Cell Line, the Antibody or
the Technology for certain purposes; and
(c) it has the full right and power to grant the license set
forth in this License Agreement, and there are no outstanding agreements,
assignments or encumbrances inconsistent with the provisions of this License
Agreement, and that there are no limiting commitments other than as set forth in
this License Agreement.
8.2 -- XXXX-XXXXXX covenants and agrees for the benefit of CENTOCOR
EUROPE as follows:
(a) to use all reasonable efforts not to take, suffer or permit
any action, or fail to act, if such action or failure to act would cause
CENTOCOR EUROPE to suffer the loss or impairment of all or any portion of any
right or license conveyed to it by or pursuant to this License Agreement;
12
(b) to use all reasonable efforts to take all action necessary
on its part as licensor to satisfy its obligations to the United States relating
to the Cell Line, the Antibody or the Technology and to protect and preserve its
title thereto, including obtaining any necessary approvals of the United States
relating to this License Agreement;
(c) to use its best efforts to prevent any action or failure to
act (including any failure to approve any extension of any right or license
granted hereby) by any United States or foreign governmental body, agency or
authority which could result in the loss or impairment of any right or license
granted hereby;
(d) to disclose fully to CENTOCOR EUROPE all of the Technology
that is in the possession of, or hereafter acquired or developed by, XXXX-
XXXXXX or any of its affiliates, and to make available to CENTOCOR EUROPE the
Cell Line, the Antibody and other materials and specimens relating to the
Technology that shall be in the possession of or available to XXXX-XXXXXX all
pursuant to the Agreement dated March 1, 1984.
9. TERMINATION
---------------
9.1 -- CENTOCOR EUROPE may terminate this License Agreement by giving
XXXX-XXXXXX notice in writing at least ninety (90) days in advance of the
effective date of termination selected by CENTOCOR EUROPE.
9.2 -- Notwithstanding anything in the Research Agreement to the
contrary, this License Agreement may be terminated, by notice from XXXX-XXXXXX,
only if CENTOCOR EUROPE:
13
(a) Is in default in payment of royalty or making of reports
under Article 4 of this License Agreement; or
(b) Is in breach of any other material provision of this License
Agreement; and CENTOCOR EUROPE fails to remedy any such default or breach within
ninety (90) days after written notice thereof by XXXX-XXXXXX to CENTOCOR EUROPE.
9.3 -- Surviving any termination are:
(a) CENTOCOR EUROPE's obligation under Section 4.6 to make the
termination report;
(b) CENTOCOR EUROPE's obligation to pay royalties accrued to the
date of termination and accrued thereafter.
(c) CENTOCOR EUROPE's obligation under Section
4.7 to keep records and to allow a final audit; and
(d) Any cause of action or claim of CENTOCOR EUROPE or XXXX-
XXXXXX, accrued or to accrue, because of any breach or default by the other
party.
10. ASSIGNMENT AND SUBLICENSE
------------------------------
This License Agreement and the licenses and other rights granted hereunder
may not be assigned, sublicensed or otherwise transferred.
14
11. APPLICABLE LAW
-------------------
This License Agreement shall be construed, interpreted, and applied in
accordance with the laws of the Commonwealth of Massachusetts.
12. ARBITRATION
----------------
12.1 -- Any controversy arising under or related to this License
Agreement, or any disputed claim by either party hereto against the other under
this License Agreement, shall be referred to a panel of three arbitrators, one
chosen by each of the parties and the third selected by the two arbitrators
chosen by the parties and shall be settled by arbitration by such panel in
accordance with the Licensing Agreement Arbitration Rules of the American
Arbitration Association.
Judgment upon the award rendered by the arbitrators may be entered in any
court having jurisdiction thereover.
12.2 -- Any arbitration under Section 12.1 shall be held at Boston,
Massachusetts or such other place as may be mutually agreed upon in writing
between the parties hereto.
13. NOTICES
------------
All notices, demands, or other writings in this License Agreement provided
to be given or made or sent, or which may be given or made or sent, in
connection with the Agreement, shall be in writing and deemed to have been fully
given or made when delivered or, if sent by certified mail,
15
first class, postage prepaid, and addressed as follows:
To CENTOCOR EUROPE: Centocor Europe B.V.
Xxxxxxxxxxx 000
XX-0000 XX Xxxxxx
Xxx Xxxxxxxxxxx
Attention: Xxxxxxx X. Xxxxxxxx
Managing Director
To XXXX-XXXXXX: Xxxx-Xxxxxx Cancer Institute
00 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xx. Xxxxx Xxxxxxxx
Director for Research
The address to which any notice, demand, or other writing may be given, made or
sent to any party hereto may be changed by written notice given by such Person
to the parties hereto and all Rights Holders as above provided.
14. WAIVER
-----------
The parties covenant and agree that if either party hereunder fails or
neglects for any reason to take advantage of any of the terms hereof provided
for the termination of this License Agreement heretofore or if a party, having
the right to declare this License Agreement terminated, shall fail to do so, any
such failure or neglect by such party shall not be or be deemed or be construed
to be a waiver of any cause for the termination of this License Agreement
heretofore or subsequently arising, or as a waiver of any of the terms,
covenants or conditions of this License Agreement or of the performance
thereof. None of the terms, covenants, and conditions of this License
16
Agreement can be amended or waived except by the written consent of the parties
hereto or the party waiving compliance, respectively.
15. SCOPE OF AGREEMENT
-----------------------
This License Agreement constitutes the entire agreement between the parties
pertaining to the subject matter hereof. No representative of XXXX-XXXXXX or
CENTOCOR EUROPE has been authorized to make any representation, warranty, or
promise not contained herein. The provisions of this License Agreement govern
in case of a conflict or inconsistency with the Research Agreement dated March
1, 1984 or the Letter dated February 12, 1986. The rights and licenses granted
pursuant to, and other provisions of, this License Agreement are and shall be
independent of the terms and provisions of the Research Agreement, and no
failure by CENTOCOR EUROPE or XXXX-XXXXXX to perform any of its respective
obligations under, or any other breach, or default under, or termination of, the
Research Agreement shall in any way affect the rights, licenses or obligations
hereunder of the parties or of any of the Rights Holders or Permitted Third
Parties. The Partnership, the Joint Venture and Permitted Third Parties shall
have no obligations under or with respect to the Research Agreement.
16. SUCCESSORS AND ASSIGNS
---------------------------
This License Agreement shall be binding upon the parties hereto and shall
inure to the benefit of the parties
17
hereto and their respective successors and permitted assigns of any of the
foregoing and reference to any of them in this License Agreement shall be deemed
to include their respective successors and permitted assigns.
In the event that CENTOCOR's assignment of its rights to the Cell Line (and
any other rights described herein) to CENTOCOR EUROPE shall be ineffective or
invalid in any respect, then XXXX-XXXXXX hereby acknowledges that the provisions
of this License Agreement shall apply, mutatis mutandis, to all such rights
------- --------
retained by CENTOCOR and that XXXX-XXXXXX shall, upon the request of CENTOCOR,
enter into an appropriate amendment to this License Agreement to assign such
rights retained by CENTOCOR to CENTOCOR EUROPE.
17. HEADINGS
-------------
It is agreed that headings appearing at the beginning of the numbered
Articles hereof have been inserted for convenience only and do not constitute
any part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly
18
executed this License Agreement as of the date first above written.
XXXX-XXXXXX CANCER INSTITUTE
By: /s/ Xxxxx X. Xxxxxxxx
-------------------------
Title: Director for Research
----------------------
Date: 12/11/86
-----------------------
CENTOCOR EUROPE B.V.
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------
Xxxxxxx Xxxxxxxx
Title: Managing Director
----------------------
Date: 12/29/86
-----------------------
19
XXXX-XXXXXX
Cancer Institute
00 Xxxxxx Xxxxxx, Xxxxxx, XX 00000 THE XXXXX FUND
Xxxxx X. Xxxxxxxx, Ph.D.
Director of Research
February 4, 1987
Xx. Xxxx Xxxxx Xxxxx
Manager: Technology Administration
Centocor
000 Xxxxx Xxxxxx Xxxxxxx
Xxxxxxx, XX 00000
Dear Xxxxx:
I am writing to document our mutual agreement with respect to the licenses from
the Xxxx-Xxxxxx to Centocor for the DF3, CA 125, and SM1 antibodies.
With respect to DF3, we agree that Centocor now possesses an exclusive license
to the DF3 antibody for application in research, in vivo and in vitro-
-- ---- -- -----
diagnostics, and in therapy. This license is world-wide. While at the present
time there are no patents pertaining to DF3, your attorney will consider
preparation on an application on the assay or on the antigen recognized by DF3.
While this application may have investigators from the Xxxx-Xxxxxx as inventors
who will assign their rights in the invention to the Xxxx-Xxxxxx, Centocor shall
-----
have an exclusive license to DF 3 rights under that patent under terms of the
---------------------------------------------------
present agreement.
------------------
With respect to the OC 125 antibody, we agree that Centocor holds an exclusive
license for use of this antibody in research applications, in applications of in
--
vitro and in vivo diagnosis, and for therapy in a non-conjugated form. However,
----- -- ----
Centocor's license to the OC 125 antibody for use in human therapy in conjugated
form is non-exclusive, with immunoGen being the only other licensee with rights
to the OC 125 antibody inconjugates developed by ImmunoGen for human therapy.
With respect to the SM1 antibody I am pleased to confirm that the Xxxx-Xxxxxx
accepts the exercise by Centocor of its option to an exclusive license for SM1.
This exclusive license shall be for applications in research, in vitro and in
-- ----- --
vivo diagnostics, and for therapy in non-conjugated form. The license to
----
Centocor for use in human therapy in conjugated form shall be non-exclusive with
ImmunoGen holding a non-exclusive license for that particular purpose also.
For the use of the OC 125 and SM1 monocional antibodies in conjugated form for
human therapy, the Xxxx-Xxxxxx shall not grant to any parties other than
Centocor and ImmunoGen a license for commercial purposes. That is, your
licensee and that given to ImmunoGen shall be semi-exclusive.
Centocor/2
Finally I am pleased to indicate that the licenses for all three antibodies
provided by the Xxxx-Xxxxxx to Centocor shall be for the maximum period
permissible by law and regulation.
Thank you and best wishes.
Sincerely,
/s/ Xxxxx Xxxxxxxx
