SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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ITEM 1.01. – ENTRY INTO A MATERIAL CONTRACT.
On November 20, 2019, ImmunoGen, Inc. (referred to as “our” and “ImmunoGen”) and Jazz Pharmaceuticals Ireland Limited (“Jazz”), a subsidiary of Jazz Pharmaceuticals plc, entered into a First Amendment (the “First Amendment”) to their Collaboration and Option Agreement dated as of August 28, 2017 (the “Option Agreement”). The First Amendment reflects the exercise by Jazz of certain of its opt-out rights under the Option Agreement following our termination of the IMGN779 development program and those early research programs covered by the Option Agreement in connection with our previously announced restructuring. Under the terms of the Option Agreement, the exercise of these opt-out rights will result in a pro-rata reduction in Jazz’s obligation to provide development funding, which will now be limited to support of our IMGN632 development program. The First Amendment also provides for a streamlining of the governance structure under the Option Agreement and a reduction in the option exercise fee that Jazz would pay for the remaining product under the Option Agreement or a back-up to that product, which option payment would remain in the mid-double digit millions or low triple digit millions, depending on the timing of Jazz’s exercise of the option and the indication(s) for which initial regulatory approval of the product is based. The option exercise fee would remain subject to certain other adjustments described in our current report on Form 8-K filed with the SEC on August 29, 2017, which description is incorporated herein by reference.
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.
Date: November 26, 2019
/s/ David G. Foster
David G. Foster
Vice President, Finance