UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of
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IMMUNOGEN, INC.

(Name of Registrant as Specified In Its Charter)

 

 

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October 26, 2004

 

VIA OVERNIGHT MAIL

 

 

Mr. Edward Corrao

Fidelity Management and Research Company

82 Devonshire Street

Boston, MA 02109

 

Re:          ImmunoGen, Inc. (the Company)
Restated Stock Option Plan

 

Dear Mr. Corroa:

 

This letter is in response to our telephone call today regarding the proposed amendment to the Company’s Restated Stock Option Plan (the Plan), which is Board Proposal No. 2 in the Company’s proxy statement for the Annual Meeting of Shareholders to be held on November 9, 2004.  Specifically, this letter responds to your concerns that the proposed form of the Plan, 1) allows for the option price per share of a Non-Qualified option to be granted at par value, and 2) does not contain an express provision that all future material amendments to the Plan require shareholder approval.

 

 

This letter confirms that management will recommend to the Compensation Committee of the Company’s Board of Directors that the Plan be amended such that the option price per share of a Non-Qualified option shall not be less than fair market value on the date of grant. Additionally, this letter confirms that management will recommend to the Compensation Committee of the Company’s Board of Directors that the Plan be amended to require shareholder approval of material amendments to the Plan.

 

 

Sincerely,

 

 

/s/ Mitchel Sayare

 

 

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