· PDF fileLITA L. NELSEN 97 Cambridge Street Winchester, MA 01890 (781)729-8362 EDUCATION:...

Case 1:06-cv-00259-MPT Document 86 Filed 10/05/2006 Page 1 of 9

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EXHIBIT A

Case 1:06-cv-00259-MPT Document 86-2 Filed 10/05/2006 Page 1 of 3

LITA L. NELSEN 97 Cambridge Street

Winchester, MA 01890 (781)729-8362

EDUCATION:

M.B.A.(M.S. Management Science) Alfred P. Sloan Fellow, Sloan School, M. I. T. 1979 M.S., Chemical Engineering, M.I.T. 1966 B.S., Chemical Engineering, M.I.T. (Award for First in Class) 1964 EXPERIENCE: MASSACHUSETTS INSTITUTE OF TECHNOLOGY 1986-Present Director, Technology Licensing Office (Associate Director: 1989-1992; Technology Licensing Officer 1986-1989) Manage patenting and technology licensing operations for M.I.T., Lincoln Laboratory, and the Whitehead Institute. Built staff from 8 to 30 people, now handling 450 new invention disclosures per year and 75-100 licensing agreements, including over 20 startups per year. Personal specialty in technology transfer in the biomedical field and in university entrepreneurship. Have marketed and negotiated over 100 licenses in this field. Recognized expert in university technology transfer. Active lecturer and adviser to many national and international universities and governments in university technology transfer and entrepreneurship. Cambridge MIT Institute Fellow, studying, advising and training in technology transfer in the UK. UNIVERSITY SEMINAR CENTER, Chestnut Hill, MA 1984-1986 President/CEO: Developed and marketed executive and professional development seminars through university and publishing networks. APPLIED BIOTECHNOLOGY, INC., Cambridge, MA 1983-1984 Vice President, Operations: First employee of a start-up genetic engineering company based on university patents and proprietary technology in subunit vaccines and oncogenes. In charge of opening and developing facilities, budgeting and financial control, hiring core staff, and marketing and negotiating patent license arrangements and collaborative research agreements. MILLIPORE CORPORATION, Bedford, MA 1975-1983 Business Manager Ultrafiltration: In charge of marketing, product development and applications engineering. Customers were primarily in the biotechnology, pharmaceutical and foods industries. New Ventures Manager: Identified and analyzed new business ventures and potential acquisitions, primarily in medical and diagnostic markets. ARTHUR D. LITTLE, INC., Cambridge, MA 1972-1975 Senior Consultant: Case leader responsible for sales and program management. Programs included market development studies for new medical devices and services, organizational development in technical organizations, and technical projects in environmental control and pharmaceutical manufacture.

AMICON CORPORATION, Lexington, MA 1965-1972 Research Group Manager: Managed a group of engineers and technicians on programs in medical devices, waste-water processing, and biomedical materials in this start-up, high- technology firm. Several of the products developed (including a new artificial kidney) are now on the market. ADDITIONAL ACTIVITIES: IP Advisor to the International AIDS Vaccine Initiative(IAVI) 1996-Present Founding Board Member: Center for Management of Intellectual Property In Health Research and Development (MIHR)—Rockefeller Foundation 2000-Present External Advisory Board Children’s Hospital Oakland Research Institute 2001-Present Chair 2004-Present Mount Auburn Hospital, Cambridge, MA 2000-Present Chair of Medical Affairs Committee 2005 Massachusetts Technology Development Corporation 1996-Present Praxis Courses Ltd. (UK university technology training programme) 2002-Present Co-Founder Past Board Memberships Association of University Technology Managers 1991-1994 President 1992 Bayh-Dole Award 2001 Cornell University Research Foundation 1990-1997 M.I.T. Enterprise Forum 1993-1999 Association of MIT Alumnae (President 1986-8) 1984-1986 Consultancies and Advisory Panel Memberships Rockefeller Foundation Many US Universities (Berkeley, Duke, Cornell, etc.) U.S. Office of Technology Assessment Panels National Academy of Sciences panels International Activities Invited lecturer and/or led technology transfer training courses in many countries including: UK, Germany, France, Israel, Japan, Taiwan, China, Singapore and India, among others. PUBLICATIONS: Author of many book chapters, journal articles and invited lectures on technology transfer policies and practices. Earlier, author of book chapters and journal articles on membrane processing in pharmaceutical manufacture and medical devices.

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EXHIBIT B

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.Confidential Information UnderProtecfive Order

. - Case 1 :02-cv-11 280-RwZ Document 283 Filed 0411 212006 Page 2 of 20

W I E ALLEN PAGE 83

lYrmmmi s s , &f,I-T* a d Whitehead 8c the owners of d u 'Tabnc Rights* (a bmdcfin#i

ban) reldng to M.I.T+ Cue No. 4167, "Nucleat F W ~ A s M a a d WI& Tmmptionai Regulation* by David Baltimore, b j a n Sen, Phillip A. Shup, H&de Singh. Louis Staudc, Jonathan LeBowitz, Albert S. Baldwin, Jr., Roga Qcrc, and L p U Corcorarl; MLT. Cast No. 4442W (Whitebead No. 86-86-10) "Method of Indudblo Gene &pssionW by Ran@ Sm and David Bdlimort; MLT. Case No. 469SW (Whitehead No. 87-1 1) "Acdvation of W-kB ~~" by Pactick Batuerlc ad David Bald- M1.T. Case No. 5675 (Whitehe J 87-11M) "The pp40 Asdattd with REL is an buB" by David Battimore, Sankar Ghwb er & MLT. Case No. SZ34W (Whitehead No. 89-02) "NF-kB-Mediated Transcriptional Regulationn by Michael J. Lmardo, Chen-mhg Fan, Tom Maniatis and David Baltimon and has the right ro grant

~itnsts under said Meat Rights, sabject only to a royalty-free, nonexclusive license heretofon granted to the United States Gavcmmnt; -

WHEREAS, Whitehead has a ~ t h ~ r e d M.K.T. to act as its solc and exclusive agent fm tht purposes of licensing Whitehead's rights in the Patent Rights and has authorized M.I.T. to enter

into this licensing agrecmtnt on its own and Whitehead's behaif; . - .-, M.I.T.and Whiteheed Mi to have the Patent Rights ueilfzcd in the public

interest and is willing to grant a liccnsc thcreurdrr; WHEREAS, LICENSEE has represented lo M.Z.T., to induce M.I.T. to enm Into this

Agreement, rbat LICENSEE is commimd to the dcvelopmcnt and cmmercializadon of ''Licensed hduct(s)" (as later Murtd herein) and/or the use of the "Licensed Pnrcess(es)" (as later defined huein) and that it shall commit itself to a thorough, vigoms ad diligent pgnm of explohing the Patent Rights so that pub1'i utiliition shall result therefrom; and

WHEREAS, WCENSEE desim to obtain a license undu rhe Pamt Rights upon the terms and condidans hereinafter sct forrh.

NOW, mREFClRE, in con-or~ of the premises and the mutual covenants contained herein the parties hereto agnc as follows:

For the purpotfa of this Agrtemurt, drc following m d s and phrases shall have the following meanings:

1.1 "LICENSEE" shall include a related company of LICENSEE, the voting stock of which is directly or fndinctly at feast Fifly Penxnt (50%) owned or conmUed by LICENSEE, an organization wMch d W y a indirectly connols moe than Fifty Pacent (50%) of the voting stock

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.. of LICENSEB lad m organization, thc rmjority ownership of whlch is directly ar indhmly common to tfle O ~ b i p 0ftlCENSE.E.

1.2 "Patwrt Rights' shell mean all of the foltowing Whitehead and M.LT. intellectual

piapaty:

(a) the United States and &reign patents andlor patcnt applications listed in Appen&x A;

(b) United States and foni a4 issued fiom rhe applfcatioas h'stcd in ~ppendix A and han g a s and mndmatiom of these app1ications;

(c) claims of U.S. and forefgn continuation-bm applications, and of the resulting paaats, whiih are directed to subject matter specificdly descri'bed in LhG U.S. and fwcign applications listed in Appendix A;

(d) claims of all fonign patent applications, and of the resulting patents, which an directed to subject man# specifically described in the Unitcd States patents and/or patent applfcations desciibed in (a), (b), or (c) a b o v ~ -

(c) any reissues of Unitcd States patents dt&.&d in (a), (b), (c), or (d) above

. - 1.3 A Wcensed Pmiuct" shall mesn any product or put thwf which;

(a) is covMIsd in whole ur in,pzrst by aa issued, uncxpid claim ot a pending cldm contained ,h the .Patent Rights in the country in which any Licensed Product i$ m&, used or .sold;

(b) is manufactured by using a pccss which is covered in whole m in pan an pmding claim cofitained in the Patent &@ts sn *e sod Process is used or in which such product or

' (c) contains the Tangible Pmpty,

subject a, zJlc litatiomin Pamgraph 4.4. 1.4 A "Ikensed R.actssw .&all mean my process which is covered in whale or in part by

an issued, uncxpind claim-or a p d j n g dlsim canwfncd in the Patent Rights or which uses the ~angiible &, s.ubject m the limitations in Paagraph 4.4.

1.S ir Saksw shall mean .LICENSEEL (and its sublicensees' where appmpa3ate) billings fm ticensed Roducrs aad Licensed ~ C Z prdueed hereunder less the sum of t!e following:

(a) discounts dlowcd in amoYnrs customary in the uade;

Case 1:02-cv-11 ~ ~ o - R w Z -- Document 283 Filed 04/1212006 Page 4 6 f 20

LAURIE PLLEN

@) a+ lstiff duties a 4 1 k use n*w dlsctly imposed and with ~ ~ I K : C to ~ c u k s a : e s ;

(c) outbound transportadon pnpaid orallowed; and

(d) a m 0 ~ t ~ *td otcrediad gnn-s.

No deducdms shall be made fe. commissions paid to individuals whatha they be with independent saIes agltncIcs or ~gularly tmpIoyed by LICENSEE and on its payroll, or for msf of coIIcctiom. Licensed PtDducts shall be considmd "sold" when billed out or invoiced,

1.6 'Tangible Property* shall mean cell lines containing NF-kB-PSO, WKB-P~S, EliS obtained dtrrctfy or i n d i i y fiom M.I.T. or Whitehead, and any progeny and derivatives thcnof.

2.1 MZT. hereby gmto to LICENSEE the right and license to make, havt made, usc, - * Ieas and sell the Umsed Mutts, and to practice the Licensed R.crcessts to the end of the term for which the Pamt Rights arc granted untcss sooner terminated ~c#,xdiig to the tenns he&.

2 2 This license shall be subject to the rearch Mccnse md to the opdon granted to . - Ccnmor to acquh a license to thc Patent Rights of M.I.T. 'Case 4267 fw use with d n hybridomas, under the Collaborative R e s a s h Agreement between Centocor and M.I.T. dated November 14,1988 as attached hereto as Appendix C. M3.T. agrees &at it will not renew the Collaboration R C ~ B F ~ ~grecnknt er provided in Paragraph 2 t h d .

2.3 In order to establish a pniad ofexclushity far LICENSEE, ULT. hereby agrees that with the exception of ttre rights granted or optioned to Centocm, it shall not grant any orher license to make, have made, use, lase and sell Lictnsed Products or to utilize Licensed messes during the perfod of time commencing with the E~i?ctive Date of this Apemtnt and terminating with the

firsrtooccur&

(a) for each type ofLiccnsed.Product the expiration d Twclve (12) years after .h first #rmmerdal.sale of .that Licensed Prodact; or

(b) the expiration d~ixawa (16) years &a the ~ l f a m Date drhis ~ ~ m e n t ;

provided, howcver, that fiR any Licensed Product for which an appliiation for premdet approval has been submitted to the U.S. FDA prior to July 1,2007, the time spent by the FDA reviewing said application($) for that Licensed Pduct shall be added to the period of exclusivity which would otherwise apply.

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LAMIE ALLP( PAGE 06

2.4 At the of the CXC~US~VC *o& the l t c t ~ ~ e ma herelm& shall nme~clusive shall extend 0 the a d of he @rrn m tmns fa which my p m t m g h ~ i d , ~1~ o r n i n d hereinafter provided. munhs the patti= yrcc m period of exdusivity.

2.5 U1.T. and Whitehead also agrte to bring to the attention of UCENSEE any inventions wMch relate to Nuclear Factors Adat& with Tmscriptional Regulation which an'se p b to December 3 1,1994 from the M.I.T, or Whitehead laboat& of any of the inventors of tbe Patent Rights Ushd In Appendix A. LICENSEE shall have a three month option, dating from the datc at which any such invention is W e d to LICENSEE, to begin ntgotiations with M.I.T. for an exclusive license to such invention. Ifsuch negotiations an begun at UCENSB's ro~uest, LICENSEE shall: have an additional thtrt month option rn negotiab in good faith for an excl&e license to tht invention. LICENSEE'S opdms unda this Paragraph 25 shall, however, be subjca s any options OT liccasa granted andcr a ~ c a t c h agncment with jp~sols of the rcseanh leading - . * to such Invention, and the terms of such rescad agreements shall not be limited by the provisions of this Paragraph 2.5. M.I.T. and Whitehead shall use their best rcasmab1e effam to n o w LICENSEE of any planned or completed sponsorship agntmwts, wha than those involving US. . - ~ m m t sponsorship, ~JI the field of Ntlclettr Factms Assof&& with Tianscriptianal Regulation, subject, however, to any conddcntiality provisions with sponsors that might limit such notifidon.

2.6 LICENSEE agrees that G & K ~ Products ltased or sold in he United Sates shall be manubacmd subsmually in the United Stam

2.7 Whitchcad and M.I.T. nserve the right to practice under the Patent Rights and to use and distribute the TangibIe Prop#ty for tltdr s v x m m m i a l rescanh ptupow under a Materids TmsfCr a-cnt similar to that in Appendix D. M.I.T. and Whitchd shall use their best m~sonablc effm to now I,ICENSEE of any Tangible Rupcrty disaibub#i to drird @es.

2.8 LICENSEE shall have the right to enter into subUmsing agreements for tht rights, prhritegts and Hccnses gtanteU hescundtr only during the exclusive pniod of rhis Agrcernent Such sublic- my extend the expimticm date of the exclusive period of& Agreement,

but any exclusjvity dsaeh sublicenses will expk upon the expiradon &LICENSEE'S exclusivity.

29 LlCBNSEE henby agrees that every sub1hnsing agreement to which it shal2 be a pmy and which shall Aato to the rights, privileges and license gramd hawader shall contain a statement scaing forth the dae upon which WCENSEE's exclusive rights, mws and license henunder shall tuminate.

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Case 1 :02-cv-11 28-z'- Document 283 I- led 0411 212006 Page 6 of 20

ULRIE ALLEN PAQ. 87

2 j O U W s E E agrees * a my ~bIicenscs paned by it shall provide tbat die obUpticms to MIT. and Whitehead cfArt*las U, V, Vn, Vm, DL X, Mf, XIS& and XV of this Agxwnmt shalI be binding upon the sublimsee as ifit wen a party to this Agmmcnt. LTCENSEE: furth# agncs to attach copies of these M 1 w to sublicense a-ts.

2.1 f L 1 ~ S E . E agrees b finward to M.J.T. a copy of any and all fully executed subIicensc agrrrments, and fmkr a g m s to fcawatd to M.LT. annually a copy of such npans d v e d by LICENSEE Erom its sublicenxw during tht pmvding weht (12) month period under the sublicmscs as shall be pcrtincfit to a myalty accounting unda a d subliceme agreements.

212 LTCENSEE shall not reaive from sublicenstts anything of value in lieu of cash payments in considaalion for any sublicense under this Agreement, without rhe C X ~ prior written pumission of M.J.T..

2.1 3 The license granted hereunder shall.not bt consrued to W e r any righrs upon LICENSEE by implication, estoppel w othawise as to any technology not specifically set forth in - - Appendix A henof and Paragraph 25.

D- . - 3.1 LICENSEE shall use its best efforts to bring onc or mare Licenscd Products oi

Uccns6d Ractssts to market through a thmgh, vigomus and 6iHgent program for exploitation of the Parent Rights.

3.2 In addition, LICENSEE shall adhere to thc following milestones:

(a) UCENSEE shall ddiver to MAT. on or befort June 3 4 19% a business

to M.I.T. on an

LICENSEE'S fiscal year.

(b) ARIAD PHARMACEUTICALS, INC. (UCENS.EEJ shall have Rccivtd at least Ope Miltion Dollan ($1,000,000) in equity irrvcstmtnt on or before June 30,1992.

(c) ARlAD PHARMAC!EUTICALS, .INC .(LICENSEE) shall haw received a' wmutadve total of at least -Five Million ($5,000,000) in -iry investment and/or research program payments .on or bcfom June 30,1993.

(d) UCENSEE shall, within six (6) months of a w e s t by a suitabk subliccnset willing to take a subfictnse upon reasonable business turns, @ant at least one subfictnse to the Patent Rights and Tangible Property far sale of Licensed Producrs as rcsauch reagents with appropriate ptccdon of LICENSEE 's

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84/27/2804 89: 33 3104767639 LAURIE &LEN - .

.. . m m i n t c r u ~ Paihm m mch such an agacemat withh six (6) months aActa~@nqucstshaIla l low~T. togmta&amctothePahnt Rightstothe u s n a t o r e a l c o f ~ h n a g e ~ t s m ~ ~ ~ ~ w m ~ e than 3 OSC of patagntph 4. lid) bt~ow.

[e) In my calendar year after IDCcember 31,1994 that LICPNSEB has not madt at least One Million Dollars ($1 ,W000) in Nu Sales of Licensed hduct , LICENSEE shall h a w invested a minimum of Five Hundred Thousand Dollars f$500,000) in projtcts dcvatd to rhe dcvdopment and/or marketing of Licensed Aoducts ~ e v c 1 o p m e n t dprotecdott of the Patents Rights.

0+ - ..- #I 3.3 LICENSEE'S W l m m pufoxm in acmrdurc with Puagnphs 3.1 and 3.2 above

I S' shalI h gmnds fir M . , tu raminate this A m e n , punwing to Piyrag~apb 133 her&

4.1 For the rights, privileges and license granted hereunder, LICENSEE shall pay roy&tIts to MJ.f. in the marmcr hercinatnr provided to the end of the tam of the Patent Rjghts or t until this Agreement shall be temdnared as hereinafter provided..

(a) License Issac Fee d Twenty-Five Thousand Dollars ($ZS,000), whicb said . - Liceme Issue Fee shall be dccmcd earned and due thirty days after the exmdbn of this Agreement

(b) Licwrse Maintenance Fees of Twenty-Five Thousand Dollars ($25m) pa year payable on January 1.1993 and on January 1 af tach year rhemfter until the fitst sobmission by WCENSEE of an IND (Investigadond New Bug application) to the FDA ar an equivalent appliudm to a Europwn or Japanem regulatory agency. Fobwing the submission of such ap licatim, the License Maintenance F a &dl be FIRy Thousand Donam ($50.h) befining ~ m u q 1 of *e year followin nrkaission. =: beginnin hnuary 1,1998~ the ~ e c n s &mancc PC#S shall bc B 7housan D o l h ($50,000) per ytclr whether or not an IND or eqoi 3 cnt agrpUcatiw has been submirttd by LJCENSEE Tht License Maintenance Fa

f*aB"y" shall bt fully creditable against any Running Royalties subsqm y due.

(c) A one-time MiIestone Fkc of One Hundred Thousand .Z)oUars ($1 00,000) payaMe.wirbin niaety (90) days . & c r L I ~ B rcceiues. apprwd to hia te clinical dais on a Licensed Product b a d y .its subdsslon of its first to the FDA or an quivalcnt application 19 a uropetn ot.3apmcse ngulatory agency-

&" (d) Ranning Royalties in an amount to Thtet Percent (3%) of rht Netsales

of Iticcnscd .Products and L i m , S P Proasses used, leased or sold by and/= for LICENSEE which an mved by an issued daim of the Patent Rights i~

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my caun in which rhe Licensed Products Wor Ucenscd Roccssts ere made, qa leased a sol& and Rmminp ~oyalrics in an amount equal to One and One Half Paccnt (1.5%) of the Net Sales of Licensed Product? and Licensed Processes used, lad or sold by md/brfcu LICENSEE ulhich erc covered only by a pending claim of the Pafent Rights in any amhy in which thc Licensed RcxJuco and/or Licensed h s e s am made, wed 1- or soid lhe paisions of this graph shall not apply m any Licensed Products lcastd at sold by &NSEE or its sublmnsees fot us6 as research reagents.

S" <el Runniv Royalties in pn amount equal w Fiw Pnmnt (5%) of the Not Salts 2 price , .Licensed Products sold by or for LICENSEE m.ito subIIcasees for

use as ,mearch reage.nts.

(9 Tmty-Hvt Percent (m) of any payments made to WCENSEEi far subUccnsing of& &%tent Rights andlor Tangible rry. subparamph 4.1Q shall nor apply, however, to royalties paid to ='?r -SEE by subliccnsa(s) Cxt the Net Sales of Licensed Ptodwts sold by sublfcenssc(s) for use as rtsemh reagents, which shdl fall nnda subpmgmpb 4.l(e) above. -

4.2 The Liccnse lssue Foe, Milestone Fee and dl Liansc Mdnttnana FDM shd2 be cu;maIad\rely cnditable against Running Royalties. . -

4.3 All patent costs incurruipriot @ July 1, I991 and rcirribmcd by 'WCENSEE under Article VI shall be cdftattlc against Running Royalties except fot Running @tits on research nagents. Fifty Pereurt (50%) of patwr~casts incurnd aAer July 1,1991 shall be crcditable.agairssc Running Royaldcs except fur Running Rayaltics on rescan% ragcars.

4.4 The definitions of Paragraphs 1.3 and 1.4 notwithstanding, after June 30,1997 Running Royalties shall be due on the Nu Sales d a Licensed Pmbt only if the Licensed Produe is cwmd by an dalm of the P a m Riihts.

,4.5 LICENSEB MI be entitled to credit filhy percent (50%) of rhe royaltits paid to third parties for the use, lease or sakof a Licensed Product a Licensed Process by UCENSEE against the Running Royalties for that Wccnsed Rodrtcf or Licensed Process due under subparagraph 4.1(d) abow provided, hawtver that the amount &it& shall not d u a the Running; Royalty paid below Two Pacent (2.0%) for the Licensed Product or L i d hxess covered by an issued claim, and One .Percent (1.0%) if the Licensed Product w Licensed h c e s is covered only by a pending claim.

4.6 'In no'in.stmce shall the amount paid to M.I.T. in total in a given year be less than the License Maint#utna Fea for that year.

4.7 All payments due haeunda shall be paid in full, without deduction of taxes ar dther fees which may be imposed by any government and which shall be paid by LICENSEE.

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LlKBiIE PAGE 18

4.8 No dt ip le myaltics shall be payable beeaura any Liccnd RodW ill m a u f m , me, lmsc or sale are or shall be covered by mon than one patent application or patent limsed ondtrthis Agnemcnt.

4.9 Royalty payments shat be paid in United Srans dollars in Cambridge, Massachusetu, or at such other place es M.1.T. may reasonably designate consistent with the laws and regdadoas mmlling in any M g n country. If any amncy w w ~ * o n shdi be required in connection with the pa-t ofmyaltics hera~ndcr, such ~ ~ r m d o n Shall k: made by using the exchange rate pnvailing at the Chase Manhattan Bank (NAP) on tf~t last business day ofthe Catendm quarterly reporting paiod to which swb myalty payments ~ l a t c .

V - R E P Q n AND 5.1 LICENSEE, within sixty (60) days afte* March 3 1, runt 30, September 30 and

December 31, of a h yeat, shall deliver to M.X.T. me and accurate qxm, giving such - . pareiculats of the business conducted by LICENSEE and its sublietosees during tbe preceding

threcmth period mdar chis Agrtemcnt as shall be pertinent to a royalty accounting h u n k ?hcsc shall Include ar least the following . -

(a) number of Ucensed Products manuf'acrurcd and soId

(b) totai billing for Ijmsed Roducts sold.

(c) accounting for dl Liccnscd Processes used w -Id.

(d) deducdons applicable .as provided in Paragraph l .i

total royaltics due. (c)

' (0 names and addresses of all sublicensees of LICENSEE.

5.2 With each mch nperl submitted, LICENSEE shall pay to M.LT. the myaltics due and payabIe unda his Agreement. If no royalties shall be due, UCENSEE shall so repon.

5.3 On or befon the ninetieth (90th) day fol.bwing rht ~lm of LICENSEES fiscal year, LICENSEE shd provide M.1.T. with LICENSEE'S c#df~ed financial swements for the preceding fiscal ytar including, at a m i n i m a Balanct Sheet and an Opating Staament.

5.4 The mpby payments set forrh in this Agffement shall, if overdue, bear interest until payment at a per annum ratc two petcent (2%) above the prime me in dect at the Chaw Manhartan Bank WA.) on the due date. Tht payment of such intenst shdJ not fwecIosc M.1.T- fmffl exmising any other rights it may have as a consequence of the lateness of arty payment.

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- Lase -i :uzcv:-l=-ju-m~ Uocumenr ~ 8 3 tlled ~4172fZOUb page ' ~ u m u

R VI - P A m p ~ m ~ m 6.1 M.LTa (aflwWxtf!hcsd, appjwiate, depending on ownership of the individual

Patent Rights) Shall apply for, seek prompt issuance of, and maintain dutinx the lemr of this - . Agnxmcnt ths Rmn Rights in the United Smu and in the fibreign corn& l i d in Appendix B hcmo. Appendix B may be amended by v a agmrmnt of both pptica, such agreemat to be confirmed in writing within ten (10) days, The p r o s e c u ~ filing and maintenance of all Patent Rights paten@ and a~plfcafims shall be the primary responsibility of M.I.T. (and/or Whitehead); provided. however, LICENSEE shall han mxmabIe oppomnidcs to advise M.I.T. (and/or Whitehead) and shall cooperate with M.X.T. (and/- Whitehead) in sucb prosecution, fifing and maintenan#,

6.2 Paymcnt of aff ftw and costs relating to the Aling, prosecution, and maintenance of the Patent Rights shall be the responsibility ofLICENSEJ3, whttber such fees and costs were inctrrnd before gr after the date of this Agreement. Such payments shall bt creditable as specified in - -. Paragraph 4.2 and 4.3. For ites and costs incuned prior to July 1, 1991, LSCENSEE shall reimburse MJ.7'. and Whitehead an the following schadulc:

25% of to*. 30 days after billing . - 25% of total: January 1.5,1992

25% of totak July 15. I992

25% of btal: January 25,1993

Fees and costs iocurred aAer July 1,1991 shall be reimbmcd within 30 days after billing.

7.1 LICENSEE, MLT. and Whitehead shall promptly inform each other of any alleged Mngumt of the Patent Rights by a third party and dany available tvfdtnce t h d .

7.2 During the tmn of this Agrcumtt, LICENSEE shall have the righr, but shall not be obligated, to pmmtc at its own expense any such infn'ngemenu of the Patcnt Rights h d in fivdrcrancc of such right( MAT. and Whitehead hmby agree that UC;ENSEE may inc1udeM.I.T- or Whitcfiead as party plaintiffs in any such suit ,without expense to M J.T. or Whitehead. Ths total cost of any such infiingemcnt action commenced or dtftndcd solely by LICENSEE shell be h e by LICENSEE. LICENSEE may, for such pmpses. use thc naaw of M.LT. or Whimbead asparty plaintiffs provfded, however, that such right to &ing an inbIngcment action shall -in in effect only for so long es the license giantcd henin remains exclusive. No settlement, consent

- judpmt orothu=voIuncuy final disposition of the suit may be enttred into without the consent of

Confidential Information Under Protective Order 'ADL 00291 68

- * Case 1 :02-=I? 280-WZ Document 283 F~led 0411 272006 Page 1 I of 20

- - MsLTg Whirhead which consent s h a not -mbly ba xiweld. LI-SEE indmifi and Whitehead against my crda fa SOUS us~eiataf with be &dm$a tha rmy be nude against M.1.T. a M i d c a d in Jvcb m p

7-3 cent ~~S~ ~bpu' ~lldertak~ the enfbrcemertt and/or dd~nlc ofthe P a ~ t Righa by ifrigation. UQNSE may withhold up m fifty m t (50&) d &C m@dm ohcrwtcc t h a d k r due MAT* henunda and apply the same towad xeirn-m of ~p a W oftICENSEWs expenses, including reasonable attorney's fees, Sn conneetion h w i r h . Any

af damages by IJCENSEE for any such suit shall be appUed in sadsfkcdon of 0) ~'\un~imbwsed c x ~ ' ~ d Iegaf f a ofL1CENSEE dating m the Jldq and (ii) any myalties due M.LT. and withheid by LICENSEE and applied pursuant to this Paragraph 7.3. The balance remaining from any such recovery shall be d-ivided between LlCENSEE and M.LT. in the proportion of 91% LlCENSEU9% M.1-T.

7.4 lf within six (6) months after having been notified of any alleged infkingement, - v

LICENS'EE shall have beRn unwnxssfui in persuading the alleged infringer to desist and shall not '

have brought and shall not be diligently proseating an infringement action, or if LICENSEE shall notify M3.T. at any ttme pdm thmto of its intention not to bring suit against any alleged infringer, : - then, and in those events only, M.tT. ar Whitehead, as appropriate) shall have the right, but shall not be oHipttd, to prosecute at its own expense any jnfiingcment of the Patent Rights, and, in f u r t h a t of such right, LICENSEE hereby a p e s that MJ.T. (wr Whitehead) may include LICENSEE as a parry gaintiff in any such suit, without expense to LICENSEE, 7ba total cost of any such infringement action commenced or defended solely by M.IT. (or Whitehead) shall be borne by M.1.T. (or Whitehead), and M.J.T. (or Whitehead) shall keep any m e r y or damages for past infringement derived thenfrom. No sculancnc, consent judgemtnc or other vohnta~y final -on of the suh maybe entered into withoot the cons* of LICENSEE, which consent shall not unreasonable be withheld

7.5 In tht event that a decIa~~toryjud&n,cnt action alleging invalidity or noninfringement of any of the Patent Rights shall be brought against LTCENSEE, M.1.T. (or Whitehead), at its option, shall have the xijjht, within thirty (30) days a k r commencement of such action, to intervene an$ '

IJ;~ wsr the pdo M- of the action at its own eXpcnse. 7.6 In any infrhgcment suit as any party may institute to enforce the patent Ri&ts

m t to this A-r, the other patits hmra shall, at the request and expense of the prvtyrvty

initiating such suit, cooperm in all respects and, to the cxtent possiblt, have its employes @Sib when quested and make avaiIablc tekva~t records, papus, infomtion, sample% s~edmns- . and the l i

. -_---

PACE 13

. . 7.7 UCENSEE, d u h g the exclusive ofthis Agreement, shall have h e sols right in acundana with lhc mmS and mnditions herein to subliansc my alleged infigcrfca future use of the Patent Rights. Any uphnt fees paid lo LICENSEE as pan of such svblinorc ah.n be handled in accudance with svbparagnph 4.110.

Mn - P-LIAB- 8.1 LICeNSEE shall at times ddng l c term ofthis Agreement ad t h m e r ,

i&mnif)r, dcfend and hold MJ.T.and Whitehead, their nunces, oficm, unployees and affiliates, h d t s s against all claims and mpenses, including legal expenses and mSOfIabr~

amcys' fa ariUiJi out of the death of or in- KI any pclson or paan or opt of my darnage to property and against any other claim, proceeding, dunand, expense and liability of any kind w h a ~ c f resulting fm tht production, menufactllrc, sale, use, I w c , consumption or advet.risnz#nt of the Licensed Pduct(s) andlor ticased Proccss(es) or arising horn any - obligation of LICENSEE hereunder.

. 8.2 LICENSEE shall obtain prior to the first use of a Licensed M u c t w Liccnsed

Praccss on humans and carry in full force and effcctliabiliry insurance which shan protect . -. LICENSEE, M.I.T.and Whitehead in regard to events covered by Panagraph 8.1 above.

8.3 EX- AS OTHERWISE EXPRESSLY: SET FORTH IN THIS AGREEMENT, M.I.T. AND WHREHEAD MA= NO REPRES)3NTARONS AND EXTEND NO WARRANTIES OF ANY KIND, RTHER EXPRESS OR h4PL;aED. INCLUDING BUTNOT LMTBD TO WARRANLlES OF MERCHANTABILITY, FR'NESS FOR A PARTXCUUR PURPOSE, AND VAWDlTY OF PATENT RlCiHTS CLAIMS, X S S W OR PENDING-

It is understood that M.I.T.and Whitehead arc subject IO United States laws and rcguhtions coawlling the.- of technical data, computer software, labonuory prototypes and otha c~mmodi,ties (iiluding the Arms -.Control Act, as amended and the Expoet.Adininisaatipn Act of 1979), Md thu iM.obligaria,s hereunder an condngcnt on compliance with applicabk Umtcd Statel.expon laws and~nguhions. The transfer &certain technical data and comxdides may 9th a license from the cognizant agency of theUnit#1 StaasGovenuntnt and/or written amrams by'L1CENSEE that UCENSEl%shall m-expart data or e tics to anain f d g n countries without prim approval of such agency. M.I.T. .&thcr.reptesmts that a license shall .not be required nor that, if requfnd it shall be hued.

- Case 1 :02-cv-1-1 280-RWZ - Document 283 ~ i ~ b 4 / 1 2 / 2 0 0 6 Page 13 of 20

OF NA- LICENSE shall not use the names of the Massachusetts institute of Technology nor d h

. Whitthead Inadtute nor any of tbcir ernpIoyees, nor any adaptadon rhcnof* in my advatking, prrnnotional or sales Iitcrahuc without prior written consun obtained from M3.T. in each case. except that LICENSEE! may state &a! it is licensed by Whitehead or M.X.T. und# ant or more of the patents an* applications comprising the Patent Rights.

?hc rights of ARlAD urader this Agmtncnr may not be assigned and the duties of ARIAD under this Agreement may not be delegated without the prior writren consent of M.1.T. and Whitehead, except that ARXAD may assign this Agreement to an entity, acceptable to M.I.T. and Whhehead, wirb which it merges or consolidates or which ARlAD controls, or to which sobstandany all of its assets relating lo the Patent Rights arc sold or otherwise transfarad or to a

, . - A

parmaship of which ARIAD or any of its afflIiatcs in the general pswler.

E xn - mmno1y . .. 1Zl Any and all claims, disputes w controversies wising under, out of, or in conncctia~~

with his Agnemtnt, including any dispute relating to patent validity or infiingemenr, which have not been nsoived by good faith negotiations between thc panks, shall ba ltsdved by final and binding arbitrarion in Bomn, MaJsachusuts under the ntlcs of the A d c a n Arbitration Association, or the Patent Arbitration Rules if applicable, then obtaining. Th+ arbitmom shalt have no power to add to, subtract horn ar raodify any of the tmns or conditions of this Agreement Any award m d d in such arbitration may be e n f d by titha party in either the cornof the Commbnweallh of Massacbum or in the Unitad States Disaict Cow fur the District of Massachusetts, to whose jun'sdictjcm for such purposes M.I.T., Whikhead and LICENSE. each hacby irmrocably consents and submits.

12.2 Notwithstanding the fmgdng, nothing in this Article shall be construed to waiva any righrs or timely ~ ~ C C of any oMigarions existing under this Agreement.

13.1 UUCXNSEE shdl cease .to carry on its busints.t this Agnwncnt shall: p notice 6 M.I.T.

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Case 1 :02-cv-11280-RWZ- - Document 283 tiled D41-

_. 13.2 Should LICENSEE fail to pay MLT. royalties due and payable hemu&r, MJ.L shall havc the dght to nmm'mte this Agrcemcnt on thiny (30) days' notice, u n l t LI(PNSEB &dl Pay MLT. w i t - the Shy (30) dry mod, LU such royalties ud interest due and payable Upo~ the exph!im of the thirty (30) day period, if ILIQENSEE shall not have paid aU such romltis and intatst due and payable, thc rights, privileges and license granted hmmder shall tennlnate.

13.3 Upon any material breach a defauh dthis Agreement by UCENSEE, otha than those aceurnnccs set out in Paragraphs 13.1 and 132 hereinabove, which shall always take praufence in that d e r over any material breach or default ref& ro in this Auagraph 13.3, M.1.T. shall have the right to tmninatc rhfs A m n t and the rights, privileges and ficmse granted htreundet by ninety (90) days' notSct to LICENSEE. Such rcnainadon shd1 becorns ekcdvc Ynless LICENSEE? shall have cmcd any such breach or default prior to the expiration of tht ninety (90) day @ad.

134 LICENSEE shall havc the right to terminate his Agreement at any time on six (6) - months' notice to M.I.T., and upon payment of all amounts due M.I.T. through the effective date

. of the termination

13.5 Upon tamination of this Agreement for any reason, nothing h e n shall be commed : - to release either paqr holn any obfigation that marurcd prior to the cffm'vc date of such

.. . termination. UCENSEE and any sublicensee thtrcof may, however, after tht cnFccdvo date of such turnination, sell all Licensed Products, and complete Licensed Products in the process of m a n u f s c ~ ~ at the dme of such m i n a t i o n and sell bic same, provided that UCGNSEE shall pay to M.I.T. the royalties thaton as required by Ardclc 3V dthis Agramcnt and shall submit the reports r#lutt.ed by Article V batof on the saIes of Licensed Products.

13.6 Upon termination of this Agrtemmt for any reason, any sublicensee not then in dcfaalt hall have rho right to s#k a license ffom M.W.

13.7 UCENSEE shall have the right, upon written nolice to M.I.T., w sqamttly terminate its Jictnse to any i n d c p a p&nt appliFadon or parent of the Paant Rights.

Any payment, norice or othtr communication pursuant to this Agreement ,shall be sufMently.rnade or given on the date of mailing if sent to such party by cenified fim dass , d l , . W g e prepaid, addnsstd to it at its address btlow or as it shall designate by writtcn notice given to the orher patty:

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Case 1 :02-cv-11280-RWZ Document 283 Filed 0411 212006 PZgF75 of 20 -

84/27/2004 09: 33 3104767639 W I E ALLEN PAGE 16

Cambridge, Massachusetts 02139

In the cast of-D:

In the case ofLfCENSEE:

Hmey J. Bqer , M.D. Chairman .and Chief Exccutivt ARIAD'Phumacc~ricals, Inc. 687 Wethaby Lant Won, PA 19333

or as amended in miring fhrn time to timc by any party.

15.1 ntis A-t shall be constn~cd, govexntd, intap~ttcd and applied in accordanrr with tht laws of the Commonwealth of Massachuscns, U.S.A., except chat questions aff'ting the #msnuction and effect of any patent shall be detamined by the law of the wunay in which the patent was granted.

15.2 The parties hemb ackrowkdge that this Agreement sets forth the entire Agnaa~nt

and undemanding of the paPties ba#o as to the subject matter henof, and shafl not be subject to any change or mbdiRcaP'on except by thc execution of a written instnrment subscribed to by the pdcs herclo.

15.3 Thc provjsions of this Agrcemtnt are scwrable. and in Le event that any pnwisions of this Agnxment shall & demuhcd to be invalid or untnfmle under any conao)lmg body of the law, such invalidity or uncnforctabiiity shall not in any way affect thc validity or tnforccabiiity of the remaining provisions hemsf.

Confidential information Under Protective Order 'ADL 0029173

Case 1 :02-cv-11280-RWZ Document 283 Filed 0411 212006 - .w

15.4 LICENSEE agrees m mark the Licensed R.0ducrs sold in the United Sarrs with dl applicable UN@ States patent mamkrs. All Licensed Roducts shipped to a sold In other amtries rhlll be mmkcd in such a manner as to collrorm with the pent lnan and practice of the country of rnanufhaure ar @e.

155 The faiiun of any party b assat a right hereunder or w insist upon compliance with any term or condition of this Agreement shaU not constituze a waiver of that right or excuse a similar subsequent fdun to pcrCbnn any such tenn or condition by the ot)M.panies.

IN WITNESS WHEREiOE:, the patties have hacunto set theit hands and seals and duly executed tbis Agraement the day and year set forth btlew.

MAS OFTIECHNOWY

ARTAD PHARMArnCALS* ZNC. BY \ , 4-PI Name BER6XK Af.4'; nb crkali-m~ + c & k f r ~ ~ e t d d t bfi5&- Date q / f 9 f ~ l

Confidential Information Under Protective Order ADL 00291 74-

.- - ~as~1:02-cv-11280-RWZ Document 283 Filed 0411 212006 Page 17 of 20-

84/ 27/2064 09: 33 3104767639 MI€ AuEN PAGE 18

M.I.T. Case No. 4167AA "Nuclear Faam Associated With Transui tiond Remmu By David B.iaimac, Ranjan sen, ~hillip 1 Sharp, Huinder Singh, h i t Staudt, Jonathan LcBowivia, Alkrr S. Baldwin, Jr., Roger Qerc, and Lynn M. Corcoran U,S.S.N. 280,173 (Filed 12/5/88) (Owncd by MLT. and the Whitehead Institute, jointly)

E\lraptan Application No. 87 900968.6 (Filcd 1/9/87) (Cloinrin Awafrrt Belgium, SwitzerZadL&c)Uuutein, Gemmy, Prance, Gtza f Brirain, tab, Lauzmbvwg, Nether!artds, Sweden}

Japanese Application No. PCTRIS87/00086 (Fikd 1/9/83)

l ? 4 u x u o o . 4 w- . ..

. Cansctian Appticadon No. 590,892 .(Filed U13/89) European A pfidon No. 89 902888.0 (Filed 2/10/89)

( ~ d m g ~umio, ~elgium, SwlttWUlrcinw~h, Ocnnuny, F ~ m n c Geut Britain, Italy, Luxembow Netherlands, Sweden

~apanese ~pplication No. PCXd89m(l~3 @led Y I0 d 9)

M.T.T. Case No. 4442W (Whitehead No. 8610) "Methgd of Inducible Gene Expsion" By Ranjan Sm and David B d b m U.S.S.N. 946,365 (Filed 12/24)86) (Owned by The Whitehead Institute)

All f d g n filing has been abandoned.

- . Confidential information Under Protective Order

PACE 19

M.I.T. Case No. 4695W (Whitehead No. 87-11) "Activation of M;-kB Rrenusor" By Wzkk Baeuexle and David B a l m w V.S.S.N. 318,901 (Filed 3/3/89) (Owncd by Thc Whitehead Institute)

M.1.T. Case No. 5134W (Whitehead No. 89-02) "NF-IB-Mcdiatcd T-p tional Regulationn - . By Michael J. knardo, Cha~-ming Fan, Tom Maniatis and David Baltimore U.S.S.N. 341,436 (Filed 4/21/89) (Owned by Tha Whitehead Institute and H a d Univmity, jointly. H m m d University has givcn M.I.T. the authority to license Hmard's rights on Haward's behalf and hes given . - Whitchcad fulI tights to promute and defend the Patent Rights.)

M.I.T. Case 5675 (Whitehead 87-1lAA) "The ppQO Associated with REL is an EW by Ravid Bdtimort, Sankar Gbsh a a]. To be fikb (Owned by The Whitehead Institute)

Cnnfidential Information Under Protective Order

- --- Case 1 :02-cv-11280-RWZ Document 283 Filed 04??2/2006 Page 19 of 20

APPENDIX f!

Fdgn cowtries in which Paant Rfghts shad be filed, pmsecutcd and maintained in accordance with Articlt M whcn legally possible:

Cansda Japan Great Britain b c e UP It*

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84/27/2884 89: 33 3184767639 LAURIE ALLEN PAGE 21

APPENDIX C

This Agreemtnt becwcen Centocor, Inc. and the Massachusetts Instimtc of Technology ("M.LT-")defines the tarns end condidcms under which Centocor scientists will colIabma@ ~ 4 t h Prof. A. Sharp and colleagues in the Cancar Center at M.I.1. in the arca of antibody gene expression ("The CuIaborationw).

Ccatocor and MLT. h a b f agree as foUows:

I. FIELD: The Reid of the Collaboration is defined by the Work Statement attached - *.

hercto as Appendix A

2. DURAnON: The Collaboration shall begin on Deccrnber 1,1988 and terminate on . .. Novanbcr 30, 1991, unless sooner terminated by either party notifying the orher, in writing, that it wishes to tenninatt the Collaboration. The Colfabtion may be extended by wxim mutual consent l

3. EXCHANGE OF ZNFORMATION: During tht CoIlabararion, each party shaU provide the other with all data and otbainfbrma&m that it develops under the Collabcaion.

4. 'M.LT. TANGIBLE PROPER'lY MLT. shall ptovidt s Centocor ce-rtain biological materials C'M3.T.") dcvdoped before the Collaboration, for Centocol's use in the Collaboration. Ctntocor shall not give samples, progeny, or dnivadves of such M.I.T. Tkngible -to any third p a q except with the writtul of BUT.

.5. BIOL00KALMAlERIAL DEVELOPED UNDER THE.COWtABORATION: Any Mological mated dMoped by otw party -under the C o w o n :sbd be provide3 to the other for its use under the Collabmtion. Samples, progeny or derivatives of any biological materials dcvclopd under he Collaborarion shaIf not be delivered to any third party without the written pmission of the devtioping party9 except as spccificd in

Confidential Information Under Protective Order 'ADL 00291 78

. Pasapph 8(c) below. NoMthsranding the foregoing, for hybridornu dcvjopd under . . this Cdlaborntion which a of commctsirt value to Centom and which srr dcivcd fmm

hybridomas developed M obtaincd by Cmtocor outside of this Collaboration. Centoeor shall not k rqtiiwl to provjdc mid hybidomas m MlT unless pmvidon is specScally requested by MITfar specific pgurpowr m4 unkas suitable cell liDa transfm agmmcnts in the fkqm of thost cwrdned in Appendix C are exccut#l benvtat tbe parries ham."

6. FUBL1CATLON: Either party shall be &ee to publish any dthe muln it oblains undtr the CoUaJmmion, and shall acknowledge the conuibution of rhe brherphy, or include rhe other p n g as s ~ a u b r , as appropriate, The publishing perty shdI provide the 0th- pany with a copy of manuscripts submined for publicatioa at least thirty days prior to pnbHcation, ia order to aUow the otba party to ideatifypotmdally patentable mataid and requtst that a patent applicadon be fJe&

- 7. IWENTIONS: Any inventions made by CcntcecrpersomcJ shall belong to Cwtocor; . inventions made by MLT. personnel shaII be owned by KLT. Invtntians spade jointly by M.LT. and Ccntocw personnel shall belong jointly to M.1.T. and Cenroccrr. Each party . .. shall promptly notify the othct if i t makes an $mention dwing thc Collaboration, and if it intends to tild a patent application on any such invcntiom. Copies of any such patent appUcations which rrr filed by one pmy sbdl be pmmptly p&dad to h e other pny.

8. PATENT AND UCENSING RIGHTS:

(a) During the Collaboradon, M.ik shall grmr mCcamcm a royalty-lrsc noncxdusiw licpse to the Patem Rights of the MLT. Cases listed 51 Appendix B and to .the MLT. Tangible Property for intanal research and dcvelopmcnt use in rhe field of use of "Expression of Antibodiesm. If Ctntocor docs not terminate this Agreement at any time @@to October 31,1991, the fntunal rcstarch and dtvetopment use Ucensc to the Pittent Rights and the M.I.T. Tangible Praperty shall be in pspecuity.

(b) M.1.T. shall have the nghc XI use any biological propeny and invenrians developed by Cenmcor under the Colfabr#adm fcn jts own inrema1 uses, royalty-fiec in perpetuity.

(c) "Transfemblt Propmy" is dtfintd as any Malo@cal property d-lopcd by Cenmcor uoder the CoUaboratioa, but excluding hybridomas devetopcd by Cmtocor which produce antibody d commtidat value to C e n m . "LicmsabIc Ccntacw Pamt Rights" shall mean

Case 1102-cv-11280-RWZ Document 284 Filed 0411 212006 Page 2 of 20

04/27/2004 89: 33 3104767639 UURIE ALLP( PAGE 23

patent ripbe m invartims made by Centocw lmdo the ~Ilaboration, but acluding drims to hybridomas prodocing antibody of commercial value to Centocot. MLT. shal have tbt light to k n s e to W pudu, only in conjunction witb the patent ~igJ& m Appendix B, ~ s y Transfablc Roperty and Licensable Cmmmr Inventions. M.LT. shall pay to

Centocar twenty-five percent (25%) of the Net ROyades it receives Erom such licenses. (''Net Royaltiesn i s defined as &ass Royalties minus 15% for administration and marketing, and minus any u m e h b d out-of-pocket patenting ma)

(d) C c n m shall have a first option to an exclusive royalty-beating license with suitable due diligence prodsions, for certain Applications, to the MLS: Tangible Proputy, the Patcat Rigbu of Appendix B, and any M3.T. inventions or biological property dmcloped under the CoUaborabioa An "Applicadon" is de&ed as all hybGdomas producing adbadits to a single antigen or diread to detection of a single disease state if all tests fix that &scase arc: based on the same antigen or set of andgtns operating by the same basic - mechanism in thG dJSfaSt statc. Tht tams of Ccntocaa's option an as follows: i

f#-8n e 4 r b ; ~ Iiceu* (i) Centowr s h d have a k t , *ti to all Appiicatlons for on9 ycar followin the

a r r n o p ~ Bo run- ,.eanac u ~ i p a r ~ - ~ & ~ beginning ofthe C~llaboradcm~ There&, Cemowr's opm sball be only to ~ ~ f i c a t l o n s OrJ J

for which M.l.7'. has not prmiousfy ganted a Iicense to a third party. 4 . L uiE3bW7A

(iii Centear may exercist its option to an exciusivc license fcn an Application only after Centow dcn#,ns&tcs that it hes &doped a suitabIc bybridoma fa t)nt Application, or that it has an intensive devetopment pgram in place specifically devoted to

@- dewe1opment of a hybridoma for that Application In the lam evcar, Centods licen~ ro thebybridoma shall ttnainatc if a fbncbonal hybxidoma & not developed by Centocor within two years of the t&cb date of the license

(iii) If Ctnu)car ex#cisw its .option to aa exclasive license to m Application, the myaltics sW be as fbllows:

((a)) Fm Applicaeions using known hybridomas -whose dlidcncy of .production of antibody is increased by use of the Patent Rights of Appendix B at the M.LT. Tangiila Ropegr a d o i M3.T. patents or M.I.T. biological pmpwty dwelopcd under the Cotlaboration (together defined as "MLT. Intelfecmal and Material Proper~y"), royal tics shall incIude a License Isme F a .of $10,000 ptr Application, and .a Running

Case 1.02-cv-11280-RWZ Document 284 Filed 0411 212006 Page 3 of 20

Royalty of me-hrV of om prscnt (0.5%) of Cwmaofs sales of product produced and mld using mc M11: Inrtll-al and Munial Properly.

((b)) For Applications using new hybridomas which could not be pncr idy d ~ & p d witbout W of the MLT. Intellectual and Material Ropny, a Ucensc Isrue Fee d$25,000 pr Application, and a Rurming Royafty of2.5% of product sacs.

AGREED ?T)mk

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M I E ALLEN

A8 part of a continufng collaboraclon between U I 5 scientist^ (represented by

Dr. Phillip Sharp and Cencocor), the MIT scientists w i l l i s o l a t e and

characterize cDNA clonsa representing c e l l ~ l a r factors Lnvolved.fn the

regalofion of innmureglobulin gene expression. S a f d ' c ~ ~ ~ .clones w i l l then be

sent t o Centaor where they vf l l be used in one ar more of the followina

ways :

. - a) The cDNA clones v%lL be used as probes t o deccrmine the level of

expression of said factor8 in hybridoma and ocher cell lines.

b) the cDNA clones will be expressed in hybsidorna o r ocher mammalian

cells f n order t o gtudy their effects en imnunoglobulin ptoductton.

c) cha cDNA clones w i l l be expressrd tn E. colt in order to obtain

large quantiFfes for scudy end for production of nrrclseta.

d) Rscorsbin@ncs of the CDNAS .and other activator genes may also be

cemtad i n the course o f these expstimonts.

Confidential Information Under Protective Order ADL 0029182-

. Case 1 :02-cv-I 1280-RWZ Document 284 Filed 0411 212006 Page 5 of 20

LAURIE PACE 26

MASSACHUSETTS INSTlTUTE OF TECHNOLOGY C A U B R I V ~ ~ . r r r ~ ~ c ~ v r u r r s 0,139

.-. Biornatertals Coordinator Technology Licenslng Ofice Biology Department Massachusetts Institute of Technology Massachusefts Institute of Technology Building €32-300 Building 77 Massachusetts Ave. ?7 Massachusetts Ave. Cambridge; MA 021 39 Cambridge, MA 021 39

Subject: BiOLOGICAL MAT ERtAL TRANSFER AGREEMENT

This is to acknowledge your request for . whlch is owned by 'MASSACHUSETTS INSTITUTE OF TECHNOLOGY (M.f.T.}. M.I.T. will provide this material to you, for your use in noncommercial scientiffc research only, under the following wnditlons:

1. The Material covered by this Agreement includes I

any additional prcgeny or derivatives which could not have been made but tor the and any related iflformatioo and

I know-how which will be received under this agreement.

2: The ater rial bill be.u~rb only by you and by individuils working under your' direct supervision in your Instftution, and will not be transferred, distributed or released to any other person.

3. The Material will be used onfy for nancomrnerc[al, publishable research purposes. It .will not be used on any research to be used for the development of any commercial product, including drug screening or development for commercial purposes ar on .behalf of any commerctd entity.

4. You will be free to pubfish any re.se.afch results using the Material. We would appreciate your acknowledging in such publicatlan(s) MIT and its personnel as scientifically appropriate., and providing MIT with copies of such publIcation(s).

5. The Materfal is made available for investigational use only in laboratory animals or in in e%perirnents and wlll not be used in humans or for

t Case 1 :02-cv-I 1280-RWZ Document 284 Filed 0411 212006 Page 6 of 20

841 27/2084 89: 33 3104767639 ULRIE ALLEN P&G€ 27

any other purpose.

6. All charactedsties of the Material are not fully understwd and its use may invoke rfsb or dangers that are not knewn or fully appreciated. The Matedal is being pmvided without warnnty ot any sort, express or implled.

7. You and your Institution will use the ~atedal in compliance with all laws and governmental regulations and guidelines applicable to the Material and will comply with all NIH guidelines and other relevant NIH insttuctions. In particular:

A) Your laboratory has been reviewed by its institutional biohazards committee (1BC) which has certified that facilities, procedures, and the training and expertise of the personnel involved are adequate;

8) Your laboratory has received the appropriate approvals and has registered its rDNA program with the IBC: and -

C) A copy of this letter is on file with your laboratory's IBC.

8. You will, hold MASSACHUSETTS INSTITUTE OF TECHNOLOGY (M.I.T.) and its employees harmless from any loss, claim, damage or liability, of - any kind, whlch may arise from or in connection wlth this Agreement or the use, handling or storage of the Material. In no case shall M.I.T. or Professor

be liable for any use by you, by individuals working under your direct supervision, or by your Institution, of the Material or any loss, claim, darnage or liability, of any kind, whfch may arise from or in coinectfon with this Agreement or the use, handling or storage of the Material.

9. You understand that no other right or license to this Material or to its use fs granted or Implied as a result of our sending the Material to you.

16. At the request of MASSACHUS.ETTS INSTITUTE .OF TECHNOLOGY, unused Meterial wlil be returned to M.i.7'. or destroyed.

Research Project: Studlies on the activation and differentlation of monocytlc cells.

If you agree to accept the Material under the above conditions, please sign the Agreement, have it signed by an authorized representative ot your Institutlon and return it to:

Confidential Information Under Protective Order ADL 00291 84

9 Case 1 :02-cv-11280-RWZ Document 284 Filed 0411 212006 Page 7 of 20

W I E ALLEN

The M a t e l l be sent to YOU as soon as possible afler the receipt of the signed . agreement.

Sincerely,

Accepted:

REQUESTER INSTlTUflON

BY:- - 8y: (Signat u r - (Signature)

By: + By: . (Printed Name) (Authorized Representative's

Printed Name)

Date: Oat e:

0.0 01

EXHIBIT C

Case 1 :02-cv-11280-RWZ Document 284 Filed 0411 212006

LAlRIE ALLEN gISJT;b W I N

PAM 29

4. The owPdr %dlot- shall be mkkl aftPJ. thc won% "dnd,ar Whi*hcad4 in p r t x ~ t n ~ 6 . L

-- - . -- Confidential Information Under protective Order ADL. 00291 86

, . . .

a 0 0 3

ntla ha P$&&- I)ats f be / ~ f

A R U ; D ~ ~ C A Z S , I N C .

. , 47 ~ 9 m ~ Hmtv&f Z n ~ w p l CAaLMm +CEO

me, / r Lzo/r#

0.0 01

EXHIBIT D

SRCOND AMENDMENT TO LICENSE AGREEMENT

This Second Amendment to License Apoment ~ ' ~ a c g n d Amendment to License Agreement") is made and entered into tu of this 2nd day of January, 2002, (tho "Effective Date'') by and between MASSACHUS6'ITS INSTITUTE OF TECHNOLOBY, a corparation organized and existing under the law8 of the Commonwealth of Massachusa and having its principal offices at 77 Massachusetts Avenue, Cambridge, Massachusetts (hereinafter referred to as "M.LT."), and the wHITBHEAD MSTKTUTE, a corporation organized and existing under the laws of Delaware and having its principal offices at Nine Cambridge Center, Cambridge, Massachusetts (hcninaftru: nftmd to as "Whitehead") and ARIAD PHARMACEUTICALS, INC, a corporation duly organized under the laws of Delaware and having its principal offices at 20 hd%downc S m f Cambtidge, Massachusetts (hereinafter referred to as "'LI.CaNSEJ3").

WHEREAS, M.I.T., WHITEHEAD and LICBNSa entered into that csrtain License Agreement dated August 19,199 J , and mended same effective November 20, 1 991 (colfectivel y , the "Agreement"); and - .

WHEREAS, the parties to the Agncmcnt desire to amend certain terms of the Agreement, to add certain terms to the Ageemnent and to confirm the validity and effdveness of the remaining terms and conditions set forth in the Agreement, dl as further . .. set forth herein.

NOW, THEEUFOREi, in conaideration of tht fongoing premises and the mutual covenants and obligations set forth hmin, the pnrtie.~ hensby a g m as follows.

ARTICLE 1

1. Defiinitioq. Capitalized terms used but-not defined herein shall have the meaning &bed to them Sn the A g m e n t .

ARTICLE 2

2. 4nmdment of the Anreemant. The A-rnent is hereby mended as scf forth in this Article2

21 @nendment of Article D Grant, Article I1 of the Apament is hereby amended as set forth M n .

2.1.1 bmeadmeat of ParPgra~h 22. Paragraph 2.2 of the Amrnentis hereby deleted and replaced with rha following text:

21.3 A meat of Paramanh 2.3. P~atagragh 2.3 of the Agreement is hersby d e ! d rcp1accd'wlth the following texc

Confidential Information Under protective Order ADL 0029188

Case 1 :02-cv-11280-RWZ Document 284 Filed 0411 212006 Page 1 1 of 20

84/27/2884 89: 33 3184767639 LAURIE &LEN PAGE 32

'2.3 Except as othcmise spccifi&ly set forth herein, thc rights p t c d under Paragraph 2.1 hereof shall be and remain exclusively granted to LICENSBB and shall continue until the end of thc tomt or tens for which any Patent Rights are issued, unless aooner terminated as provided herein. Without limiting the generality of the fangaing, upon a failure of LICBNSBE to pay thc License Maintenme Fees due hereunder, the rights granted under P-h 2.1 hereunder shall convert to nonexclusive upon written notice from M.I.T. to LICENSEE. The right to convert the rights granted hereunder to non-exclusive shall not be in limitation of any other rights that M.LT. may have hereunder or at law upon such n failure by LXCENSEE to pay the Wcensc Maintenance kes hereunder,"

2,124 Amendment of PeraPraoh 2.4, Paragraph 2.4 of tha A m m e a t is hereby deleted and replaced with' the following text:

21.4 Ameudment of Pzimm~a~h 2.4 Paragraph 2.8 of the Agreement is hereby deleted and replaced with the following text: - ..

'2.8 LICENSljE shall have the right to enter into sublfcenscs for the rights, privileges and licenses granted hereunder. Such sublicenses shall contain provisions enabling LICENSEB to fulfill its obligations to M.JIT. hereunder." . -

2.1.5 Amendment of Pataaraohs 2 9 and 21q. Paragraphs 2.9 and 2.10 of the Agreement are hereby deleted and n p l d with tho following text:

23 ,shmendmsat of Artide If1 a DUE DILIGENCE. Articlc IU of the , Agreement is h t d y amonded oe set for& hertin.

221 -1. Paragraph 3.1 of the Agreement Is henby dalttcd and replaced with tho following Wit:

"3.1 UCBNSEB shall use reasonable commercial efforts to bring one or more U c e n d Products to market through n thorough, vigorous ~ n d diligent program foi exploitation of lhc Patent Rlghts, Cornmereidly teasonable efforts by LICENSEE to grant sublimsc8 to cornpanics that LICENSEE ccuonztbiy believes am engaged or will engage in such d v i t l u shall be sufflcient to satisfy LICENSEE'S obligations hereunder."

2.Z.2 Para~raoh 34. Paragraph 3.2 of ths Agreement is hereby deleted and replaced with the following text:

Confidential Information Under.Protective Order ADL 0029189'

P Case 1 102-cv-11280-RWZ Document 284 Filed 0411 212006 Page 12 of 20

h d m i t ~ f Artfde VU[ GEM#=. Article WI of the Agrsdmt is baby B m C n ~

2 A 1 A&S!k&&t of P a m m ~ h 7.5, Paragraph 7.5 of the Agreement is henby dtieted and rtplmd with the following text

"7.5 Sn the event ?hilt a declaratory action alleging invalidity or nminfringtmont of any of the Patent Rights shall k brought against LICENSBE, and LICBNSEE faib to take reasonabk steps to d d h d such action in a timiy manner, M.LT, (or Whitehaad), at i& option, shall have the right to intervene and take over sole defense of such action at its own exptnse."

ARTIaF; 3 C O ~ ~ O N OF VALXDF171 AND EFFECTIVENESS

3, rmation of Valfditv and Effefuveneaq. Except as othefwiac specifically set forth herein, the pnrtieshereby cbafirm the'vdldlty end continued effectiveness of the Agnement,

IN WlTNES WHBREOF, the partias have hereunto su their hands and duly executed . - this Second Amendment to License Agreemat as of tht Effective Date.

MA&ACH&IE~[TS INSTJXUTE OF TECHNOLOGY

Title: - m: : !I : a. . .7rr

- Senior Vice Prasfdwtt and Chitf Business OMw

Confidential Information Under Protective Order ADL 00291.90

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