Cooperative Research Agreement

EXHIBIT 10.71


COOPERATIVE RESEARCH AGREEMENT


THIS AGREEMENT is made effective as of January 1, 1995 (the "Effective Date"), by and between LEUKOSITE, INC. (the "Company"), a Delaware corporation with offices at 215 First St., Cambridge, Massachusetts 02142, and GENPHARM INTERNATIONAL, INC. ("GenPharm"), a California corporation with offices at 297 North Bernardo Avenue, Mountain View, California 94043.


RECITALS


A. LeukoSite is a biopharmaceutical company with expertise in the area of
leukocyte recruitment and adhesion processes and related technologies to
diagnose and treat diseases.


GenPharm is a biotechnology company with expertise in the area of genetic
modification of animals. The parties believe that it will be in their
mutual benefit to collaborate in a program of research and development in
which the Company will supply its proprietary antigens and GenPharm will
inject such antigens into its proprietary transgenic mice in order to
produce human antibodies against such antigens.


B. The parties wish to set forth their agreement regarding such collaborative
program of research and development.


AGREEMENT


in consideration of their mutual promises and covenants, the Company and GenPharm agree as follows:


ARTICLE 1 - RESEARCH PROGRAM


1.01 Program of Research. In a collaborative program of research and development
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(the "Research Program"), GenPharm and the Company shall use their
reasonable best efforts, including the provision of qualified personnel,
equipment, materials and facilities, to perform the respective activities
set forth in the project outline attached hereto as Appendix A. Appendix A
may be revised at any time with the written consent of GenPharm and the
Company. The parties shall keep each other fully informed on a regular and
frequent basis of their respective research activities and of the results
thereof.


1.02 Costs and Expenses. Each party shall be responsible for all direct and
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indirect costs and expenses of work to be performed and biological
materials to be supplied by it under the Research Program.


1.03 Exclusivity. During the term of this Agreement, neither party shall conduct
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research activities in the field of the Research Program for or in
collaboration with any third person or entity other than the other party.


- ------------ Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as "[*****]".


ARTICLE II - OWNERSHIP, PRACTICE AND PATENTS OF RESEARCH INVENTIONS


2.01 Ownership of Intellectual Property. "Research Inventions" are know-how,
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trade secrets and inventions, whether or not patented or patentable,
including but not limited to patents and patent applications as well as
intellectual property rights based thereon, that are developed, made,
conceived or first actually reduced to practice by GenPharm or the Company
(or their respective employees, consultants or agents), or by the parties
jointly, in the course of the Research Program. Each party shall have and
retain sole ownership of Research inventions that are attributable
exclusively or principally to itS own (or its employees', consultants' or
agents') research activities, and the parties shall jointly own Research
Inventions that are attributable to the joint research activities of the
parties.


2.02 Practice of Research Inventions. Each party hereby grants to the other a
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world-wide co-exclusive (exclusive as to all the world except itself),
royalty-free, transferable and/or sublicensable (to a single person or
entity only) license under the granting party's rights in Research
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Inventions to make, have made, use and sell antibodies or derivatives of
antibodies which are the subject of the Research Program or antigens or
derivatives of antigens which are the subject of the Research Program for
any purpose, without right to grant sub-licenses, except to a single person
or entity as provided above. Each party hereby also grants to the other a
non-exclusive, royalty-free, non-transferable license under all Research
Inventions owned by the granting party for research purposes only,
without right to grant sublicenses. Each party grants to the other party a
world-wide, non-exclusive, royalty-free license under any and all other
intellectual property rights owned or controlled by the granting party
including but not limited to patent applications, patents, know-how,
materials, data and information to the extent required to enable the other
party to make, have made, use and sell antibodies and antigens and/or
derivatives of such antibodies or antigens which are the subject of the
Research Program in accordance with the foregoing coexclusive license.
Where the licensed intellectual property rights are controlled by the
granting party by virtue of a royalty-bearing license from a third party
the grantee party shall be sublicensed to the extent that such sublicense
can be granted and provided that the grantee agrees to the applicable terms
and conditions of the license from the third party and that any royalties
that may be required to be paid to the third party owing to activities of
the grantee party within the scope of its license hereunder shall be paid
by the grantee party to the third party or reimbursed by the grantee party
to the granting party. However, it is the intention of the parties to seek
to exploit Research Inventions commercially for the parties' mutual
benefit, whether through cross-licensing, formation of a joint venture or
other means. Accordingly, the parties agree to engage in good faith
negotiations regarding terms and conditions for commercial exploitation of
Research Inventions for their mutual benefit.


2.03 Patents. The parties agree to cooperate in patent related activities in
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respect of Research Inventions, and to share equally the costs of jointly
owned Research Inventions related to patent protection. If the parties are
unable to agree on whether


or how to seek or enforce patent protection for any jointly owned Research
Invention, then either party may at its expense but in the name and on
behalf of the parties jointly, seek or enforce patent protection therefor.


ARTICLE III - TERM AND TERMINATION


This Agreement shall be deemed to have become effective on the Effective Date, and shall continue in effect for one year thereafter. Upon agreement of the parties, this Agreement may be extended to allow completion of the Research Program, or modified to encompass other collaborative efforts of the parties. This Agreement may be terminated:


(a) at any time, upon agreement of the parties;


(b) by GenPharm or the Company immediately, if the othe ...