ContractLicense Agreement • February 29th, 2008 • Imclone Systems Inc • Biological products, (no disgnostic substances) • New York
[NOTE : CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN MARKED TO INDICATE THAT CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR SUCH PORTIONS BY IMCLONE SYSTEMS INCORPORATED. THESE PORTIONS HAVE BEEN MARKED WITH TWO ASTERISKS ENCLOSED IN BRACKETS (i.e. [**]). THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
AMENDED AND RESTATED CO-DEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT FOR ERBITUX ® IN JAPANJapan Agency Agreement • February 29th, 2008 • Imclone Systems Inc • Biological products, (no disgnostic substances) • New York
THIS AMENDED AND RESTATED CO-DEVELOPMENT AND CO-COMMERCIALIZATION AGREEMENT FOR ERBITUX® IN JAPAN (this “Agreement”), effective as of October 12, 2007 (the “Restatement Effective Date”), is entered into by and among Bristol-Myers Squibb Company, a corporation organized and existing under the laws of the State of Delaware, having offices located at Route 206 & Province Line Road, Princeton, New Jersey (“Bristol”), E.R. Squibb & Sons, LLC, a limited liability company organized and existing under the laws of the State of Delaware, having offices located at Route 206 & Province Line Road, Princeton, New Jersey (“ERS”) (Bristol and ERS, collectively, “BMS”), Bristol-Myers K. K., a Japanese corporation, with its principal place of business at Shinjuku I-Land Tower, 5-1, Nishi-Shinjuku 6-chome, shinjuku-ku, Tokyo, 163-1328, Japan (“BMKK”), Merck KGaA, a German corporation with general partners organized and existing under the laws of the Federal Republic of Germany, having offices located at
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • February 29th, 2008 • Imclone Systems Inc • Biological products, (no disgnostic substances) • New York
THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the “Settlement Agreement”), is executed and entered on this day, December 7, 2007 (the “Execution Date”), by and among AVENTIS PHARMACEUTICALS, INC., a corporation duly organized and existing under the laws of the State of Delaware and having its principal office at 55 Corporate Drive, Bridgewater, NJ 08807 (hereinafter collectively referred to as “API”), AVENTIS, INC., a corporation duly organized and existing under the laws of the State of Pennsylvania and having its principal office at 3711 Kennett Pike, Suite 200, Greenville, DE 19807, successor-in-interest to RHONE-POULENC RORER INTERNATIONAL (HOLDINGS), INC., (hereinafter collectively referred to as “AI”), and AVENTIS HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware and having its principal office at 3711 Kennett Pike, Suite 200, Greenville, DE 19807 (hereinafter collectively referred to as “AHI”, and together with API and AI, collectiv
BMS-IMCLONE JAPAN AGREEMENTImclone Japan Agreement • February 29th, 2008 • Imclone Systems Inc • Biological products, (no disgnostic substances) • New York
THIS AGREEMENT (the “Agreement”), effective as of October 12, 2007 (the “Effective Date”), is entered into by and among Bristol-Myers Squibb Company, a corporation organized and existing under the laws of the State of Delaware, having offices located at Route 206 & Province Line Road, Princeton, New Jersey (“BMS”), E.R. Squibb & Sons, LLC, a limited liability company organized and existing under the laws of the State of Delaware, having offices located at Route 206 & Province Line Road, Princeton, New Jersey (“ERS”), Bristol-Myers K. K., a Japanese corporation, with its principal place of business at Shinjuku I-Land Tower, 5-1, Nishi-Shinjuku 6-chome, shinjuku-ku, Tokyo, 163-1328, Japan (“BMKK”) (BMS, ERS and BMKK, sometimes collectively, “Bristol”), and ImClone Systems Incorporated, a corporation organized under the laws of the State of Delaware, having offices located at 180 Varick Street, New York, New York 10014 (“ImClone”). BMS, ERS, BMKK and ImClone are each referred to as a “Par
IMCLONE LETTERHEAD] October 12, 2007Letter Agreement • February 29th, 2008 • Imclone Systems Inc • Biological products, (no disgnostic substances) • New York
This letter agreement (this “Agreement”) is intended to clarify the rights and responsibilities of Merck KGaA, a German corporation with general partners (“Merck”), Merck Serono Japan Company, Limited, a Japanese corporation (“MJ”), and ImClone Systems Incorporated, a Delaware corporation (“ImClone”), under the Japan Agreement and under that certain Development and License Agreement, dated December 14, 1998, between Merck and ImClone (as such agreement has been amended, modified and supplemented, the “Existing Agreement”) with respect to Japan in light of their entry into the Japan Agreement. This Agreement shall become effective upon the signing of the Japan Agreement by all of the parties thereto (the “Effective Date”). Unless otherwise indicated, initially capitalized terms shall have the meanings given to them in the Japan Agreement.
