EX-10.11 13 a12-28714_1ex10d11.htm EX-10.11
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`Page 1 of 1
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`Exhibit 10.11
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`THIRD AMENDMENT TO LICENSE AGREEMENT FOR ANTI-HER2 ANTIBODIES
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`This Third Amendment to License Agreement for Anti-HER2 Antibodies (the “3 Amendment”) is made
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`effective as of the date of the last signature below (the “3 Amendment Effective Date”) by and between ImmunoGen,
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`Inc., a Massachusetts corporation (“ImmunoGen”), having its principal business office at 830 Winter Street, Waltham,
`Massachusetts 02451, and Genentech, Inc., a Delaware corporation (“Genentech”), having its principal business office at
`1 DNA Way, South San Francisco, California 94080. ImmunoGen and Genentech are herein sometimes referred to as a
`“Party” and collectively as the “Parties.”
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`WHEREAS, ImmunoGen and Genentech are parties to that certain License Agreement dated as of May 2, 2000,
`as amended May 3, 2006 and March 11, 2009 (the “License Agreement”); and
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`WHEREAS, the Parties have agreed to modify the terms of the License Agreement, specifically by revising the
`formula for computing “Foreign Currency Exchange;”
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`NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt
`of which is hereby acknowledged, the Parties agree and covenant as follows.
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`Foreign Currency Exchange. Section 4.5(b) of the License Agreement is deleted in their entirety and
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`replaced with the following:
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`Foreign Currency Exchange. All amounts payable and calculations made hereunder shall be in United
`States dollars. Net Sales and any other amounts related to the calculation of any royalty payable hereunder which
`are not recorded in United States dollars shall first be converted into Swiss Francs and then into United States
`dollars using Roche’s then current standard foreign currency translation practices actually used on a consistent
`basis in preparing its audited financial statements (currently YTD average rate as reported by Reuters).
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`Miscellaneous. Capitalized terms used and not otherwise defined herein shall have the respective
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`meanings ascribed to them in the License Agreement. The License Agreement remains in full force and effect, as
`amended by this 3 Amendment. References in the License Agreement to “Agreement” mean the License Agreement as
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`amended by this 3 Amendment.
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`[Signature Page Follows]
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`IN WITNESS WHEREOF, the Parties have caused this THIRD AMENDMENT TO LICENSE AGREEMENT
`FOR ANTI-HER2 ANTIBODIES to be duly executed, effective as of the 3 Amendment Effective Date, by their duly
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`authorized officers.
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`IMMUNOGEN, INC.
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`GENENTECH, INC.
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`By:
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`/s/ Gregory D. Perry
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`Name:Gregory D. Perry
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`Title: EVP & CFO
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`Date: 18 Dec 2012
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`By:
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`/s/ Steve Krognes
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`Name:Steve Krognes
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`Title: CFO
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`Date: 13 Dec 2012
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`http://www.sec.gov/Archives/edgar/data/855654/000110465913005970/a12-28714_1ex10...
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`1/16/2015
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`IMMUNOGEN 2265, pg. 1
`Phigenic v. Immunogen
`IPR2014-00676