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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||
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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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2
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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3
Exhibit
99.1
128
Sidney Street, Cambridge, MA 02139-4239 <
font id="TAB2" style="LETTER-SPACING: 9pt"> TEL:
(617) 995-2500
FAX: (617) 995-2510
Contacts:
|
Investors
Carol
Hausner
Executive
Director, Investor Relations and
Corporate
Communications
Tel:
(617) 995-2500
info@immunogen.com
|
Media
Tony
Loke
Rx
Communications Group, LLC
Tel:
(917) 322-2164
tloke@rxir.com
|
For
Immediate Release
ImmunoGen,
Inc. Announces Genentech Has Taken Fourth License
to
Use ImmunoGen’s TAP Technology to Develop Novel Anticancer
Therapeutics
CAMBRIDGE,
MA, December 13, 2005 -
ImmunoGen, Inc. (Nasdaq: IMGN) today announced 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 TAP technology with therapeutic antibodies to two
other undisclosed targets and to HER2.
Mitchel
Sayare, Chairman and CEO, commented, “This is the fourth separate license taken
by Genentech for exclusive rights to use our TAP technology to develop
novel
anticancer therapeutics and the third such license to be taken by Genentech
this
year. We believe this licensing activity underscores the potential applicability
of our technology with numerous antibody targets.”
The
license announced today 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. This license
stems
from an 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.
About
ImmunoGen, Inc.
ImmunoGen,
Inc. develops targeted anticancer biopharmaceuticals. The Company’s proprietary
TAP technology uses tumor-targeting antibodies to deliver a potent, cell-killing
agent specifically to cancer cells. Four TAP compounds are in clinical
testing -
huN901- DM1 and huC242-DM4, which are wholly owned by ImmunoGen, and MLN2704
and
AVE9633,
which are in development by Millennium Pharmaceuticals, Inc. and the sanofi-
aventis Group, respectively. Genentech, Centocor (a wholly-owned subsidiary
of
Johnson & Johnson), Biogen Idec, the sanofi-aventis Group, Millennium
Pharmaceuticals, Inc., Boehringer Ingelheim, and Abgenix have licensed
the right
to develop and/or test TAP compounds to specific targets; ImmunoGen also
has a
broader collaboration with the sanofi-aventis Group.
This
press release includes forward-looking statements. For these statements,
ImmunoGen claims the protection of the safe harbor for forward-looking
statements provided by the Private Securities Litigation Reform Act of
1995. It
should be noted that there are risks and uncertainties related to the Company’s
development of its own products, as well as to the development of products
by
our collaborators. A review of these risks can be found in ImmunoGen’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2005 and other reports
filed with the Securities and Exchange Commission.
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