Prepared by MERRILL CORPORATION

 

 

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):  November 28, 2001

 

IMMUNOGEN, INC.

(Exact name of registrant as specified in its Charter)

 

Massachusetts

 

0-17999

 

04-2726691

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

128 Sidney Street, Cambridge, Massachusetts

   02139

(Address of principal executive offices)

(Zip Code)

 

Registrant's telephone number, including area code:   (617) 995-2500

 

 

 


ITEM 5. OTHER EVENTS

 

On November 28, 2001, ImmunoGen announced that it entered into a collaboration agreement with Boehringer Ingelheim International GmbH (“Boehringer Ingelheim”).  The financial terms of the collaboration agreement are similar to the financial terms of ImmunoGen’s other single target license agreement.

 

The press release announcing the collaboration agreement with Boehringer Ingelheim is incorporated herein by reference and filed as Exhibit 99.1 hereto.

 

 

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

 

(c)           Exhibits.

 

99.1         The Registrant’s Press Release dated November 28, 2001.

 

 

 

SIGNATURE

 

 

                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 hereto duly authorized.

 

 

 

 

ImmunoGen, Inc.

 

(Registrant)

 

 

 

 

 

 

Date:   November 29, 2001

/s/ MITCHEL S. SAYARE

 

 

 

 

Mitchel S. Sayare

 

 

 

 

Chairman and CEO

 

 

Prepared by MERRILL CORPORATION

 

Exhibit 99.1

 

Contacts:

 

 

Boehringer Ingelheim GmbH

 

ImmunoGen, Inc.

Kerstin Felix

 

Rhonda Chiger (Investors)

CD Public Relations

 

Rx Communications Group, LLC

Boehringer Ingelheim GmbH

 

Tel: (917) 322-2569

55216 Ingelheim

 

rchiger@rxir.com

Phone:  + 49 - 6132 - 779040

 

 

Fax:  + 49 - 6132 - 776601

 

Pete Holmberg (Media)

e-mail: felixk@ing.boehringer-ingelheim.com

 

Rx Communications Group, LLC

 

 

Tel:  (917) 501-7434

 

 

pholmberg@rxir.com

 

For Immediate Release

 

Boehringer Ingelheim and ImmunoGen Sign Exclusive License Agreement

 

- New Product, BIWI1, Combines ImmunoGen’s Proprietary DM1 Effector Molecule with a Boehringer Ingelheim Antibody -

 

INGELHEIM Germany and CAMBRIDGE, Mass., November 28, 2001 – Boehringer Ingelheim International GmbH and ImmunoGen, Inc. (Nasdaq: IMGN) today announced a collaboration to develop a new product combining ImmunoGen’s maytansinoid Tumor-Activated Prodrug (TAP) technology with a Boehringer Ingelheim antibody. Under the terms of the agreement, Boehringer Ingelheim will receive exclusive worldwide rights to commercialize maytansinoid TAPs using antibodies targeting CD44. Boehringer Ingelheim will be responsible for the manufacturing, product development and marketing of products resulting from the license; ImmunoGen will manufacture preclinical and initial clinical materials for manufacturing payments. ImmunoGen will receive an up-front payment and milestone payments, in addition to royalties on net sales. Financial terms were not disclosed.

 

“Having access to ImmunoGen’s exciting tumor-activated prodrug technology will allow us to evaluate the full potential of our anti-CD44v6 antibody as a more potent and less toxic cancer therapeutic,” said Prof. Bernd Wetzel, head of international research and non-clinical development at Boehringer Ingelheim. “This collaboration demonstrates Boehringer Ingelheim’s strong commitment to research and development in the area of oncology.”

 

“We are very excited that Boehringer Ingelheim, with its global expertise in both biopharmaceuticals and traditional pharmaceuticals, will be developing BIWI1 in such an expedient manner and we are pleased to welcome them as our first pharmaceutical partner using our TAP technology with its own antibody,” said Mitchel Sayare, Ph.D., Chairman and CEO of ImmunoGen, Inc. “This collaboration further expands the number of TAP product candidates being developed, and therefore provides ImmunoGen with another potential opportunity to share in the successful development of a TAP. Boehringer Ingelheim becomes our sixth corporate partner developing TAP products.”


TAP Technology

ImmunoGen developed its tumor-activated prodrug, or TAP, technology to address the therapeutic need for improved cancer therapies by delivering highly active cytotoxic agents directly to tumor cells with minimal harm to healthy tissue. Each TAP product is comprised of an appropriately potent small-molecule effector drug conjugated to a tumor-targeting monoclonal antibody. The TAPs are designed to act as prodrugs and remain nontoxic while circulating in the body, only activated once they are inside the target cell. Two TAPs are currently in human clinical trials.

 

About Boehringer Ingelheim

The Boehringer Ingelheim group of companies, headquartered in Ingelheim, Germany, is one of the 20 leading pharmaceutical corporations in the world. In 2000, it posted revenues of more than EUR 6 billion. Boehringer Ingelheim, which has some 140 affiliated companies worldwide, focuses on human pharmaceuticals and animal health.

 

The human pharmaceuticals business, which accounts for 95% of sales, is comprised of prescription medicines, consumer health care products and chemicals and biopharmaceuticals for industrial customers. Research and development, production, and distribution facilities are located around the globe. In 2000, Boehringer Ingelheim spent almost EUR 1.0 billion on R&D, equivalent to 16% of net sales.

 

About ImmunoGen

ImmunoGen, Inc. develops innovative biopharmaceuticals, primarily for cancer treatment. The Company has created potent tumor-activated prodrugs, consisting of drugs coupled to monoclonal antibodies, for delivery to and destruction of cancer cells. Its lead product, huC242-DM1/SB-408075 is in two Phase I/II clinical trials for treatment of colorectal, pancreatic and certain non-small-cell lung cancers. Besides Boehringer Ingelheim, the Company has partnerships with GlaxoSmithKline, Genentech, British Biotech, Abgenix, Millennium, MorphoSys, Avalon Pharmaceuticals and Raven Biotechnologies.

 

This press release includes forward-looking statements based on management’s current expectations. Factors that could cause future results to differ materially from such expectations include, but are not limited to: the success of the Company’s research strategy; the applicability of the discoveries made therein; the difficulties inherent in the development of pharmaceuticals, including uncertainties as to the timing and results of preclinical studies; delayed achievements of milestones; reliance on collaborators; uncertainty as to whether the Company’s potential products will succeed in entering human clinical trials and uncertainty as to the results of such trials; uncertainty as to whether adequate reimbursement for these products will exist from the government, private healthcare insurers and third-party payors; and the uncertainties as to the extent of future government regulation of the pharmaceutical business.

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