Agreement For Construction

DATED 6 October 1994


(1) THE UNIVERSITY OF OXFORD
(2) THE MEDICAL RESEARCH COUNCIL
(3) LEUKOSITE, INC.
(4) LEUKOSITE LIMITED


AGREEMENT


For the construction and operation of a
Therapeutic Antibody Centre
within the University of Oxford


MORRELL, PEEL & GAMLEN
-Solicitors-
1 St Giles' Oxford OX1 3JR


* Confidential treatment requested: material has been omitted and filed
separately with the Commission. 2
THIS AGREEMENT dated 6 October 1994 ("the Effective Date") is made between:


(1) THE CHANCELLOR MASTERS AND SCHOLARS OF THE UNIVERSITY OF OXFORD whose
administrative offices are at Wellington Square, Oxford OV 2JD, England
("the University");


(2) THE MEDICAL RESEARCH COUNCIL of 20 Park Crescent, London W1 N4AL,
England ("the MRC");


(3) LEUKOSITE, INC., a Delaware Corporation, whose principal place of
business is at 800 Huntington Avenue, Boston, Massachusetts MA 02115,
USA ("LeukoSite (US)"); and


(4) LEUKOSITE LIMITED, an English Company which is a wholly-owned
subsidiary of Leukosite (US), and whose registered office is at 39
Victoria Street, London SE1H 0EE, England ("LeukoSite (UK)".)


1 DEFINITIONS


In this Agreement, the following expressions shall have the following meanings:


1.1 "LeukoSite" means LeukoSite (US) and LeukoSite (UK), jointly
and severally;


1.2 "the TAC" means the Therapeutic Antibody Centre which the
University intends to construct and operate an a site at the
Churchill Hospital, Oxford leased from The Oxford Radcliffe
Hospital Trust: set out in the First Schedule to this
Agreement for illustration purposes are a Site Location Plan
and a drawing of possible layouts for the floors of the
Centre: the primary function of the Centre will be the
production of antibodies for use in clinical research;


1.3 "the Mobilization Date" means a date notified by the
University to LeukoSite (UK), being the date on which both the
following conditions are fulfilled:


1.3.1 the University obtains such permissions and consents
as in the reasonable opinion of the University are
sufficient to enable the work of constructing the TAC
to begin on site; and 3


1.3.2 the University enters into a binding agreement with
The Oxford Radcliffe Hospital Trust for the grant of
a lease of the site for the TAC to the University;


1.4 "the Research" means all research which is conducted in the
TAC by employees of the University, or under their direction
and supervision;


1.5 "Research Information" means data, formulae, process
information or other information developed in the course of
the Research;


1.6 "Research Invention" means any process, use, article of
manufacture or composition of matter conceived or first
actually or constructively reduced to practice in the course
of the Research;


1.7 "Research Material" means any material or substance which is
discovered, produced or derived in the course of the Research;


1.8 "the Technology Transfer Period" means the period of five (5)
years after the TAC becomes operational;


1.9 "Notified Discoveries" means Research Information, Research
Inventions and Research Material notified by the University to
LeukoSite (UK) under clause 3.2;


1.10 "the Pro Forma License" is set cut in the Second Schedule to
this Agreement;


1.11 "the Option Period" means the period beginning on the date of
notification of a Notified Discovery under clause 3.2 and
ending on whichever is the first to occur of twelve (12)
months thereafter or the service of a counter-notice by
LeukoSite (UK) under clause 3.3: the University will not
unreasonably refuse a reasoned request from LeukoSite (UK) for
an extension of the twelve-(12)-month period in relation to
any individual Notified Discovery.


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2 FUNDING FOR THE TAC


2.1 The MRC will contribute **************************************
**************************************************************
******************************
towards the costs of staff, consumables, equipment, indirect
costs and other day-to-day running expenses of the TAC, and
*********************** **************************** towards
the cost of constructing and equipping the TAC. The exact
timing of capital payments within financial years is to be
discussed between the University and the MRC, but the
intention is to front-end load payments to 1995/96 or earlier,
subject to written evidence of expenditure; provided that,
subject to written evidence of expenditure, the entire capital
contribution of the MRC will be paid by the MRC by the end of
its 1995/96 fiscal year.


2.2 The University has agreed with other parties for the payment
by such parties of further set sums towards the cost of
constructing and equipping the TAC.


2.3 The contributions by the MRC and the parties referred to in
clause 2.2 will be subject to the University's acceptance of
certain terms and conditions of grant, but the University
confirms and warrants to LeukoSite (without prejudice to the
second sentence of clause 3.4) that such terms and conditions
will not give either the MRC or the other parties any claim to
the ownership of Notified Discoveries.


2.4 LeukoSite (UK) will contribute the sum of ********************
cost of constructing and equipping the TAC. Of this sum, ****
**************************************************************
**************************************************************
*********************
2.5 Whenever a party is obliged to make a payment under the
preceding sub-clauses which attracts value-added, sales, use,
excise or other similar taxes or duties. The party under such
obligation shall be responsible for paying the taxes and
duties.


2.6 Except as otherwise provided by the MRC's terms and conditions
of grant or by an agreement signed by or on behalf


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of the University, as between the parties to this Agreement
the full and unencumbered title to all equipment purchased or
constructed using funds provided by the other parties shall
vest in the University.


3 TRANSFER OF TECHNOLOGY TO LEUKOSITE


3.1 Performance by the University of this clause 3 is subject to
and conditional upon:


3.1.1 receipt by the University of the contributions and
funds which are referred to in clauses 2.1, 2.2 and
2.4;


3.1.2 the grant of an appropriate lease of the site for the
TAC by The Oxford Radcliffe Hospital Trust to the
University; and


3.1.3 the obtaining of all permissions and consents
required for the construction of the TAC.


The University will use all reasonable endeavours to secure
the lease, permissions and consents referred to in clauses
3.1.2 and 3.1.3; to procure the construction and equipping of
the TAC in an appropriate and timely manner; and to operate
the TAC efficiently and in accordance with good laboratory
practice.


3.2 Throughout the Technology Transfer Period:


3.2.1 a written report shall be submitted by the University
to LeukoSite (UK) within ninety (90) days after the
end of each six (6) months following the date on
which the TAC becomes operational: such report shall
itemize the Research Information and Research
Material generated during the six-(6)-month period:
the University may file additional reports if and
whenever the University prefers not to wait for the
end of a six-(6)-month period but instead to start
time running immediately under clause 3.5 with
respect to any particular Research Information or
Research Material;


3.2.2 the University will use all reasonable endeavours to
report Research Inventions promptly to LeukoSite


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(UK), as and when such Inventions are made and
documented.


3.3 If LeukoSite does not intend to exploit any Notified Discovery
commercially, LeukoSite (UK) shall inform the University
promptly by serving a counter-notice to that effect.


3.4 LeukoSite (US) shall have the right in accordance with clause
3.5 to take a license over each Notified Discovery, on the
terms of the Pro Forma License, with such modifications (if
any) as the parties may agree. The royalties received by the
University under each such license are to be divided between
the University and the MRC in accordance with formulae which
will be established by separate agreement between those two
parties.


3.5 During the Option Period:


3.5.1 LeukoSite is licensed to use the Notified Discovery
for ...