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):
July 7, 2006
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ImmunoGen,
Inc.
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(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
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(Commission
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(IRS
Employer
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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128
Sidney Street, Cambridge, MA 02139
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(Address
of principal executive offices) (Zip Code)
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Registrant’s
telephone number, including area code:
(617) 995-2500
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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
July
7, 2006, ImmunoGen, Inc. (NASDAQ: IMGN) and Biotest AG entered into an agreement
that grants Biotest AG exclusive rights to use ImmunoGen’s Tumor-Activated
Prodrug (TAP) technology with antibodies to an undisclosed target to create
anticancer therapeutics.
Under
the
agreement, ImmunoGen will receive a $1 million upfront payment, potentially
up
to $35.5 million in milestone payments, and royalties on the sales of any
resulting products. ImmunoGen will receive manufacturing payments for any
preclinical and clinical materials made at the request of Biotest. The agreement
also provides ImmunoGen with the right to elect to participate, at specific
stages during the clinical evaluation of any compound created under this
agreement, in the US development and commercialization of that compound in
lieu
of receiving royalties on US sales of that product and milestone payments not
yet earned. If ImmunoGen elects to exercise this right, the two companies would
share equally the associated costs of product development and commercialization
in the US along with the profit, if any, from US product sales.
ImmunoGen
issued a press release regarding the Biotest Collaborative Development and
License Agreement on July 11, 2006, a copy of which is attached hereto 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 July 11,
2006
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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:
July 12, 2006
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/s/
Daniel M. Junius
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Daniel
M. Junius
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Executive
Vice President and Chief Financial 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:
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Investors
Carol
Hausner
Executive
Director, Investor Relations and
Corporate
Communications
Tel:
(617) 995-2500
info@immunogen.com
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Media
Tony
Loke
Rx
Communications Group, LLC
Tel:
(917) 322-2164
tloke@rxir.com
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For
Immediate Release
ImmunoGen,
Inc.
Grants Biotest AG Rights to Use ImmunoGen TAP Technology to Develop Novel
Anticancer Therapeutics
-
ImmunoGen
Has Opt-In
Rights on Resulting Compounds -
CAMBRIDGE,
MA,
July 11, 2006-
ImmunoGen, Inc. (Nasdaq:
IMGN) announced today that the Company has entered into an agreement that
grants
Biotest AG exclusive rights to use ImmunoGen’s Tumor-Activated Prodrug (TAP)
technology with antibodies targeting an undisclosed target to develop novel
anticancer therapeutics. Under the agreement, ImmunoGen will receive a $1
million upfront payment, up to $35.5 million in potential milestone payments,
and royalties on the sales of any resulting products. At specific stages
during
the clinical evaluation of any compound created under this agreement, ImmunoGen
can elect to participate in the US development and commercialization of that
compound.
“We’re very
pleased to enter into this agreement with Biotest, a successful European-based
therapeutics and diagnostics company,” commented Mitchel Sayare, PhD, Chairman
of the Board and CEO of ImmunoGen. “This agreement further expands the
application of our TAP technology and the opportunity for a significant
financial return to ImmunoGen. Of particular importance, it provides us with
the
flexibility to choose to participate in the US development and commercialization
of any compound created under it, which could substantially increase the
upside
for ImmunoGen.”
Professor
Dr.
Gregor Schulz, Chairman of the Board of Managing Directors of Biotest, said,
“The agreement with ImmunoGen is a big step for Biotest in the development
of
biotherapeutic medical products. In conjunction with ImmunoGen’s TAP technology,
our BT-062 antibody, with its specific efficacy mechanism and target accuracy,
could represent a cancer treatment with enormous potential. We can now exploit
this potential internationally. We are delighted to have the exclusive right
to
use ImmunoGen’s proprietary technology with antibodies to BT-062’s target, and
believe the compound or compounds we develop using it will have a favorable,
patent-protected competitive position.”
-more-
The agreement
grants Biotest exclusive rights to use ImmunoGen’s maytansinoid TAP technology
with antibodies to an undisclosed target to create anticancer therapeutics,
which are expected to be developed for the treatment of multiple myeloma
and
other cancers. ImmunoGen also receives manufacturing payments for any
preclinical and clinical materials made at the request of Biotest. The agreement
provides ImmunoGen with the right to elect to participate in the US development
and commercialization of any resulting compound in lieu of potentially receiving
the milestone payments not yet earned and royalties on the US sales of that
product. ImmunoGen can exercise this right at certain points in the clinical
evaluation of the compound by payment to Biotest of an agreed-upon fee of
$5
million or $15 million, depending on the stage of development. Upon exercise
of
this right, the two companies would share equally the associated costs of
product development and commercialization in the US along with the profit,
if
any, from US product sales.
About
TAP Compounds
A TAP compound
consists of a tumor-targeting antibody with a potent cell-killing agent
attached. The antibody component is designed to bind to a target found on
cancer
cells and serves to deliver the TAP compound specifically to these cells.
Once a
TAP compound has bound to and entered the cell, the attached cell-killing
agent
is able to kill the cancer cell. ImmunoGen develops its own TAP compounds
and
also outlicenses its TAP technology to other companies for use with their
proprietary antibodies.
About
Biotest
Biotest
AG,
Dreieich, Germany, is a company that researches and manufactures pharmaceutical,
biotherapeutic and diagnostic products and has specialized in immunology
and
hematology. In its Pharmaceutical segment, Biotest develops immunoglobulins,
clotting factors and albumins based on human blood plasma. These are used
to
treat diseases of the immune system or hematopoietic system. In addition,
Biotest also develops monoclonal antibodies for the treatment of medical
conditions including rheumatoid arthritis and blood cancer. The Diagnostic
segment spans reagents and serology and microbiology systems which are used,
for
example, in blood transfusions. Biotest has around 1,100 employees worldwide
and
its shares are listed in the Frankfurt Stock Exchange's Prime
Standard.
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
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huN901-DM1 and huC242-DM4, which are wholly owned by ImmunoGen, and AVE9633
and
trastuzumab-DM1, which are in development by the sanofi-aventis Group and
Genentech, respectively. Amgen (formerly Abgenix), Biogen Idec, Biotest AG,
Boehringer Ingelheim, Centocor, Genentech, Millennium Pharmaceuticals, Inc.,
and
the sanofi-aventis Group 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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