Collaborative Development Agreement (2001)Full Document 

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21st day of September, 2001 ("EFFECTIVE DATE"), between Mitsubishi-Tokyo
Pharmaceuticals, Inc., a company organized under Japanese law and having its
principal executive offices at 2-6, Nihonbashi-Honcho 2-chome, Chuo-ku, Tokyo
103-8405, Japan ("MTP") and IDEC Pharmaceuticals Corporation, a corporation
organized under the laws of the State of Delaware and having its principal
executive offices at 3030 Callan Road, San Diego, California 92121, USA
("IDEC").

                                   BACKGROUND

       WHEREAS, IDEC is engaged in research and development and has accumulated
considerable knowledge relating to antibody-based products directed against the
B7 cell function, and the use of such products for the palliation, evaluation,
diagnosis, treatment and/or prophylaxis of human disease states which are caused
or exacerbated by cells expressing the B7 (CD80) antigen;

       WHEREAS, MTP is interested in performing clinical development relating to
such antibody products;

       WHEREAS, Mitsubishi Kasei Corporation (a predecessor in interest to MTP)
and IDEC are parties to that certain License Agreement of November 11, 1993
("LICENSE AGREEMENT"), under which the Parties have granted the licenses set
forth under Section 2.04 (i)-(iv) of the LICENSE AGREEMENT, as further specified
therein;

       WHEREAS, Mitsubishi Kasei Corporation and IDEC where previously parties
to a certain Collaborative Development Agreement dated as of November 11, 1993
("CDA1"), as amended by that certain Memorandum of Understanding between the
parties dated December 11, 1996 ("MOU"), and that certain letter agreement of
December 13, 1996 ("LETTER AGREEMENT") (collectively "the ORIGINAL CDA
AGREEMENTS");

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                                                CONFIDENTIAL TREATMENT REQUESTED

       WHEREAS, IDEC has developed an anti-CD80 antibody (IDEC-114) and has
completed a Phase I/II clinical trial and has an ongoing Phase II clinical
trial, each studying the use of IDEC-114 in the treatment of psoriasis;

       WHEREAS, [CONFIDENTIAL TREATMENT REQUESTED]; and

       WHEREAS, both MTP and IDEC desire to renew their collaboration in the
further development of IDEC-114 for the treatment of psoriasis.

       NOW, THEREFORE, in consideration of the covenants and obligations
expressed herein, and intending to be legally bound, and otherwise to be bound
by proper and reasonable conduct, the PARTIES agree as follows:

                           ARTICLE I.   DEFINITIONS

1.01   "AFFILIATES" shall mean any corporation, firm, partnership or other
entity, whether de jure or de facto, which directly or indirectly owns, is owned
by or is under common ownership with a PARTY to this CDA to the extent of at
least fifty percent (50%) of the equity (or such lesser percentage which is the
maximum allowed to be owned by a foreign corporation in a particular
jurisdiction) having the power to vote on or direct the affairs of the entity
and any person, firm, partnership, corporation or other entity actually
controlled by, controlling or under common control with, a PARTY to this CDA.

1.02   "BLA" shall mean a Biologics License Application as contemplated by Title
42 U.S.C.S. Section 262, et seq. of the Public Health Service Act (PHSA) as
amended from time to time, filed by IDEC directed to use of the PRODUCT in the
FIELD.

1.03   "BEST EFFORTS" shall mean the maximum effort consistent with the
reasonable and prudent exercise of business judgment for a commercial
enterprise.

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                                                CONFIDENTIAL TREATMENT REQUESTED

1.04   "IDEC CDA DEVELOPMENT" shall mean the clinical development program and
any non-clinical investigation (other than manufacturing studies) on a PRODUCT
within the FIELD conducted during the term of this CDA or any extensions thereof
under Section 6.01, with the intent and purpose of generating data for
submission to a regulatory authority in the IDEC TERRITORY in support of an
application for governmental approval required for commercializing PRODUCT
within the FIELD. Such development plan shall be carried out in accordance with
ARTICLE 3, APPENDIX A and any non-clinical investigation deemed necessary by
IDEC to support IDEC CLINICAL TRIALS.

1.05   "MTP CDA DEVELOPMENT" shall mean the clinical development program on a
PRODUCT conducted during the term of this CDA or any extensions thereof under
Section 6.01, with the intent and purpose of generating data for submission to a
regulatory authority in the MTP TERRITORY in support of an application for
governmental approval required for commercializing PRODUCT within the FIELD.
Such development plan shall be carried out in accordance with ARTICLE 3,
APPENDIX B and any non-clinical investigation deemed necessary by MTP to support
MTP CLINICAL TRIALS.

1.06   "CDA DEVELOPMENT" shall mean IDEC CDA DEVELOPMENT and MTP CDA
DEVELOPMENT.

1.07   "CDA INFORMATION" shall mean any and all proprietary or confidential
data, know-how and results obtained from CDA DEVELOPMENT as further described in
ARTICLE 3 of this CDA, but shall not include any vectors or expression cassettes
discovered or created by either PARTY during the term of this CDA or CDA1.

1.08   "CLINICAL TRIAL" shall mean any PHASE I, PHASE I/II, PHASE II or PHASE
III CLINICAL TRIAL, conducted by either PARTY [CONFIDENTIAL TREATMENT
REQUESTED].

1.09   "FDA" shall mean the United States Food and Drug Administration.

1.10   [CONFIDENTIAL TREATMENT REQUESTED].

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                                                CONFIDENTIAL TREATMENT REQUESTED

1.11   "FIELD" shall mean use of the PRODUCT for in vivo treatment of psoriasis
in humans and in vitro diagnosis and evaluation of human tissue or fluid
relating to psoriasis.

1.12   [CONFIDENTIAL TREATMENT REQUESTED].

1.13   "IDEC TERRITORY" shall mean the entire world except the MTP TERRITORY.

1.14   "MITSUBISHI TECHNOLOGY" shall mean all MTP technology, know-how and
PATENTs which relates to PRODUCT, that MTP or its AFFILIATES owns or controls
either directly or indirectly, and to which MTP has the right to grant licenses
or sublicenses and developed during the term of this CDA or known to MTP as of
the EFFECTIVE DATE of this CDA, including, but not limited to, its antibody
technology, mammalian host-vector systems for high level expression of proteins,
manufacturing systems for GMP production of clinical grade antibodies, the
appropriate research samples of anti-murine B7 antibody(ies), cell lines
producing such antibodies, and pharmacological technology providing the
scientific basis for the clinical development of the PRODUCT, but shall not
include any vectors or expression cassettes discovered or created by either
PARTY during the term of this CDA.

1.15   "MTP TERRITORY" shall mean Japan, People's Republic of China, Hong Kong,
Republic of Korea, Singapore, Republic of China (Taiwan), Thailand, Indonesia,
Philippines, Malaysia, and all territories and possessions of such countries.

1.16   "PARTY" shall mean IDEC or MTP, as the case may be; "PARTIES" shall mean
IDEC and MTP.

1.17   "PATENTS" shall have the definition set forth in the LICENSE AGREEMENT.

1.18   "PHASE I CLINICAL TRIAL" shall mean a human clinical trial that is
intended to initially evaluate the safety and/or pharmacological effect of
PRODUCT in the FIELD in

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                                                CONFIDENTIAL TREATMENT REQUESTED

subjects or that would otherwise satisfy requirements of 21 CFR 312.21(a), or
its foreign equivalent. [CONFIDENTIAL TREATMENT REQUESTED].

1.19   "PHASE I/II CLINICAL TRIAL" shall mean a human clinical trial that is
intended to evaluate the safety and effectiveness of PRODUCT in the FIELD in
subjects or that would otherwise satisfy requirements of 21 CFR 312.21(a/b), or
its foreign equivalent. [CONFIDENTIAL TREATMENT REQUESTED].

1.20   "PHASE II CLINICAL TRIAL" shall mean a human clinical trial that is
intended to initially evaluate the effectiveness of PRODUCT in the FIELD in
subjects or that would otherwise satisfy requirements of 21 CFR 312.21(b), or
its foreign equivalent [CONFIDENTIAL TREATMENT REQUESTED].

1.21   "PHASE III CLINICAL TRIAL" shall mean a pivotal human clinical trial, the
results of which could be used to establish safety and efficacy of PRODUCT in
the FIELD as a basis for a BLA or that would otherwise satisfy requirements of
21 CFR 312.21(c), or its foreign equivalent [CONFIDENTIAL TREATMENT REQUESTED].

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