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 15, 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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(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
1.02 Termination of a Material Definitive Agreement.
On
December 15, 2005, ImmunoGen, Inc. and Vernalis (R&D) Limited executed an
amendment (the “Amendment”) to the January 7, 2004 Termination Agreement (the
“Termination Agreement”) relating to the Development, Commercialization and
License Agreement between Vernalis (R&D) Limited (then British Biotech
Pharmaceuticals Limited) and ImmunoGen, Inc, dated May 4, 2000. Under the terms
of the Termination Agreement, Vernalis relinquished all rights to the huN901-DM1
product candidate but was responsible, at its own expense, to complete the
related Phase I clinical study underway in the United Kingdom. Under the terms
of the Amendment, ImmunoGen will assume responsibility as of December 15, 2005,
at its own expense, to complete the huN901-DM1 clinical study underway in the
United Kingdom. Vernalis will pay ImmunoGen approximately $365,000 in
consideration of the expected cost of the obligations assumed by ImmunoGen
under the Amendment.
.
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 20, 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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