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): January 27, 2006
ImmunoGen,
Inc.
(Exact
name of registrant as specified in its charter)
|
Massachusetts
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0-17999
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04-2726691
|
||
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(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(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
8.01 - OTHER EVENTS
On
January 31, 2006, ImmunoGen,
Inc. (Nasdaq: IMGN) issued a press release to announce that the Company has
been
informed by Genentech (NYSE: DNA) that the trastuzumab-DM1 Investigational
New Drug (IND) application submitted by Genentech to the U.S. Food and Drug
Administration (FDA) has become effective. This event triggers a $2 million
milestone payment to ImmunoGen. Trastuzumab-DM1 comprises ImmunoGen's
cell-killing agent, DM1, linked to Genentech’s therapeutic antibody,
trastuzumab, which targets overexpression of the HER2 protein. HER2
overexpression is associated with approximately 20 percent of all breast
cancers. This milestone was earned under a May 2000 agreement whereby Genentech
has an exclusive license to use ImmunoGen's maytansinoid TAP technology
with therapeutic antibodies to HER2, including trastuzumab.
A
copy of
the press release is attached to this current report on Form 8-K 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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|
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99.1
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Press
Release of ImmunoGen, Inc. dated January 31,
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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|
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(Registrant)
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|
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Date:
January 31, 2006
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/s/
Karleen M. Oberton
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Karleen
M. Oberton
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|
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Senior
Corporate Controller
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|
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(Principal
Accounting Officer)
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3
Exhibit
99.1
128
Sidney Street, Cambridge MA
02139-4239 TEL:
(617)
995-2500 FAX: (617) 995-2510
Contacts:
|
Investors
Carol
Hausner
Executive
Director, Investor Relations and
Corporate
Communications
Tel:
(617) 995-2500
info@immunogen.com
|
Media
Tony
Loke
Rx
Communications Group, LLC
Tel:
(917) 322-2164
tloke@rxir.com
|
For
Immediate Release
ImmunoGen,
Inc. Announces Achievement of Milestone
in
Collaboration with Genentech
-
Trastuzumab-DM1 IND Becomes Effective,
Triggering
$2 Million Payment to ImmunoGen -
CAMBRIDGE,
MA, January
31, 2006
-
ImmunoGen, Inc. (Nasdaq: IMGN), a biopharmaceuticals company that develops
targeted anticancer therapeutics using its Tumor-Activated Prodrug (TAP)
technology, today announced that the Company has been informed by Genentech
(NYSE: DNA) that the trastuzumab-DM1 Investigational New Drug (IND) application
submitted by Genentech to the U.S. Food and Drug Administration (FDA) has
become
effective. This event triggers a $2 million milestone payment to ImmunoGen.
Trastuzumab-DM1 comprises ImmunoGen’s cell-killing agent, DM1, linked to
Genentech’s therapeutic antibody, trastuzumab, which targets overexpression of
the HER2 protein.
“We
are
delighted to announce this milestone in our collaboration with Genentech,” said
Mitchel Sayare, Chairman and CEO. “Genentech was the first company to license
rights to our TAP technology and has evaluated it extensively. This milestone
is
an important step towards the initiation of clinical testing with
trastuzumab-DM1 - the first TAP compound that uses our technology in conjunction
with a therapeutic antibody that has demonstrated significant anticancer
activity when administered as a naked antibody.”
HER2
overexpression is associated with approximately 20 percent of all breast
cancers. In 2000, Genentech entered into an agreement with ImmunoGen for
an
exclusive license to use ImmunoGen’s maytansinoid TAP technology with
therapeutic antibodies to HER2, including trastuzumab. This agreement entitles
ImmunoGen to receive milestone payments upon achievement of the events
defined
in that agreement, and also to receive royalties on the sales of any products
that use ImmunoGen’s maytansinoid TAP technology. Genentech is responsible for
product development, manufacturing, and commercialization.
ImmunoGen’s
TAP technology uses tumor-targeting antibodies to deliver a potent, cell-killing
agent specifically to cancer cells. The Company has created potent cytotoxic
agents,
such
as
its maytansinoid derivative DM1, expressly for antibody-directed delivery
to
cancer cells. ImmunoGen also has established a portfolio of linkers - used
for
attachment of its cell-killing agents to antibodies - to enable additional
refinement of product design.
About
ImmunoGen, Inc.
ImmunoGen,
Inc. develops targeted anticancer biopharmaceuticals. The Company’s TAP
technology uses tumor-targeting antibodies to deliver a potent, cell-killing
agent specifically to cancer cells. Three TAP compounds are in clinical
testing
- huN901-DM1 and huC242-DM4, which are wholly owned by ImmunoGen, and AVE9633,
which is in development by the sanofi-aventis Group. Genentech, Centocor
(a
wholly-owned subsidiary of Johnson & Johnson), Biogen Idec, the
sanofi-aventis Group, Millennium Pharmaceuticals, Inc., Boehringer Ingelheim,
and Abgenix 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,
including trastuzumab-DM1, 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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