ImmunoGen, Inc. Form 8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): May 4, 2006
ImmunoGen,
Inc.
(Exact
name of registrant as specified in its charter)
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Massachusetts
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0-17999
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04-2726691
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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128
Sidney Street, Cambridge, MA 02139
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (617) 995-2500
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
May 4,
2006, ImmunoGen, Inc. (NASDAQ: IMGN) and Genentech, Inc. entered into an
agreement to collaborate to create a commercial manufacturing process for
Genentech’s trastuzumab-DM1 Tumor-Activated Prodrug (TAP) compound. Under this
agreement, ImmunoGen and Genentech will develop a production method for
Genentech to manufacture trastuzumab-DM1 at amounts up to and including
commercial scale, and ImmunoGen will receive research support payments in
return.
The
companies have also amended the May, 2000 exclusive license agreement that
grants Genentech rights to use ImmunoGen’s maytansinoid TAP technology with
therapeutic antibodies that target HER2. This amendment increases the potential
milestone payments to ImmunoGen under this agreement by $6.5 million to $44
million and the potential royalties to ImmunoGen on any HER2-targeting TAP
compound that may be developed by Genentech, including
trastuzumab-DM1.
A
copy of
the press release is attached to this current report on Form 8-K as Exhibit
99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit
No.
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Exhibit
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99.1
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Press
Release of ImmunoGen, Inc. dated May 4,
2006
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ImmunoGen,
Inc.
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(Registrant)
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Date:
May 4, 2006
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/s/
Karleen M. Oberton
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Karleen
M. Oberton
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Senior
Corporate Controller
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(Principal
Accounting Officer)
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