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): March 27, 2006
ImmunoGen,
Inc.
(Exact
name of registrant as specified in its charter)
|
Massachusetts
|
0-17999
|
04-2726691
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
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
1.01 - AMENDMENT OF A MATERIAL DEFINITIVE AGREEMENT
On
March
27, 2006, ImmunoGen, Inc. (NASDAQ: IMGN) and Millennium Pharmaceuticals, Inc.
(NASDAQ: MLNM) agreed to amend the Access, Option and License Agreement (the
Agreement) executed by the parties on March 30, 2001. The amendment extends
the
Access Term, as defined in the Agreement, for an additional year, which ends
March 30, 2007. In consideration for this extension, Millennium will pay to
ImmunoGen an extension fee equal to two hundred and fifty thousand dollars
($250,000).
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
|
Exhibit
No.
|
Exhibit
|
|
|
99.1
|
Press
Release of ImmunoGen, Inc. dated March 30,
2006
|
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.
| ImmunoGen, Inc. | ||
| |
|
|
| Date: March 30, 2006 | By: | /s/ Karleen M. Oberton |
|
|
||
|
Senior
Corporate Controller
(Principal Accounting
Officer)
|
||
3
Exhibit
99.1
128
Sidney Street, Cambridge, MA 02139-4239 <
font id="TAB2" style="LETTER-SPACING: 9pt"> TEL:
(617)
995-250 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 Extension of Technology Access Agreement
by
Millennium Pharmaceuticals, Inc.
CAMBRIDGE,
MA, March 30, 2006
-
ImmunoGen, Inc. (Nasdaq: IMGN) today announced that Millennium Pharmaceuticals,
Inc. has extended the agreement that provides Millennium with certain rights
to
test ImmunoGen’s Tumor-Activated Prodrug (TAP) technology with antibodies to
specific targets and to license the right to use the technology to develop
products on the terms defined in the agreement. This agreement was scheduled
to
expire March 30, 2006 unless extended by Millennium. It is now scheduled
to
expire March 30, 2007.
About
ImmunoGen, Inc.
ImmunoGen,
Inc. develops targeted anticancer biopharmaceuticals. The Company’s proprietary
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. A fourth TAP compound,
trastuzumab-DM1 in development by Genentech, now has an effective IND.
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
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.
#
#
#