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): December 12, 2005
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
8.01 - OTHER EVENTS
On
December 13, 2005, ImmunoGen, Inc. issued a press release to announce that
Genentech (NYSE: DNA) has licensed exclusive rights to use ImmunoGen’s
Tumor-Activated Prodrug (TAP) technology with therapeutic antibodies to an
undisclosed target. This is the fourth such license to be taken by Genentech,
which also has licensed exclusive rights to use ImmunoGen’s technology with
therapeutic antibodies to two other undisclosed targets and to HER2.
This
license stems from a May 2000 agreement -
renewed by Genentech in May 2005 for an additional three years - that grants
Genentech certain rights to test ImmunoGen's maytansinoid TAP technology with
their therapeutic antibodies to specific targets and to license rights to use
the technology to develop products. This license provides Genentech with
exclusive rights to use ImmunoGen's maytansinoid TAP technology with Genentech's
therapeutic antibodies to the undisclosed target. Under the terms of the
license, ImmunoGen receives a $1 million license payment upfront and is entitled
to receive milestone payments. The Company also is entitled to royalties on
the
sales of any resulting products. Genentech is responsible for the development,
manufacturing, and marketing of any products resulting from this
license.
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 December 13,
2005
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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:
December 13, 2005
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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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