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): May 4, 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)
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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
1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
May 4,
2006, ImmunoGen, Inc. (NASDAQ: IMGN) and Genentech, Inc. entered into an
agreement to collaborate to create a commercial manufacturing process for
Genentech’s trastuzumab-DM1 Tumor-Activated Prodrug (TAP) compound. Under this
agreement, ImmunoGen and Genentech will develop a production method for
Genentech to manufacture trastuzumab-DM1 at amounts up to and including
commercial scale, and ImmunoGen will receive research support payments in
return.
The
companies have also amended the May, 2000 exclusive license agreement that
grants Genentech rights to use ImmunoGen’s maytansinoid TAP technology with
therapeutic antibodies that target HER2. This amendment increases the potential
milestone payments to ImmunoGen under this agreement by $6.5 million to $44
million and the potential royalties to ImmunoGen on any HER2-targeting TAP
compound that may be developed by Genentech, including
trastuzumab-DM1.
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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99.1
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Press
Release of ImmunoGen, Inc. dated May 4,
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:
May 4, 2006
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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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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. to Develop Commercial-Scale Manufacturing Process for Trastuzumab-DM1
for
Genentech
-
Companies also amend 2000 agreement for TAP compounds targeting HER2,
potentially providing increased royalties and milestones to ImmunoGen
-
CAMBRIDGE,
MA, May 4, 2006 -
ImmunoGen, Inc. (Nasdaq: IMGN), a biopharmaceutical company that develops
targeted anticancer therapeutics using its Tumor-Activated Prodrug (TAP)
technology, today announced that the Company has entered into an agreement
to
collaborate with Genentech to create a commercial manufacturing process for
Genentech’s trastuzumab-DM1 TAP compound. ImmunoGen and Genentech also have
agreed to amend their 2000 agreement that grants Genentech exclusive rights
to
use ImmunoGen’s TAP technology with therapeutic antibodies to HER2. This
amendment increases the total potential milestone payments to ImmunoGen under
this agreement to $44 million and the royalties to ImmunoGen on
HER2-targeting TAP compounds developed by Genentech, including
trastuzumab-DM1.
“We’re
delighted that Genentech chose to access our process development expertise
in
order to gain a commercial-scale manufacturing process for trastuzumab-DM1,”
commented Mitchel Sayare, Chairman and CEO. “We believe that the considerable
increase in the milestone payments and royalties that ImmunoGen potentially
can
earn with Genentech’s successful development of HER2-targeting TAP compounds
reflects the value of our manufacturing expertise in this area as well as the
significance of our technology.”
Under
the
process development agreement announced today, ImmunoGen and Genentech will
develop a production method for Genentech to manufacture trastuzumab-DM1 at
amounts up to and including commercial scale, and ImmunoGen will receive
research support payments in return. ImmunoGen
and Genentech also have amended the 2000 agreement that
grants Genentech exclusive rights to use ImmunoGen’s maytansinoid TAP technology
with therapeutic antibodies to HER2.
This
amendment increases the potential milestone payments to ImmunoGen under this
agreement by $6.5 million and the potential royalties to ImmunoGen on any
HER2-targeting TAP compound that may be developed by Genentech.
A
TAP
compound uses a tumor-targeting antibody to deliver a potent, cell-killing
agent
specifically to cancer cells. During the manufacturing process, the cell-killing
agent is attached to the antibody in a manner that does not significantly impact
the binding properties of the antibody. In the past
few
years, ImmunoGen has manufactured numerous TAP compounds for
preclinical and initial clinical testing at the Company's production facility
in
Norwood, MA. ImmunoGen developed each production method used, providing the
Company with extensive experience in the development of manufacturing processes
for TAP compounds.
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. Four TAP compounds are in clinical testing
-
huN901-DM1 and huC242-DM4, which are wholly owned by ImmunoGen, and AVE9633
and
trastuzumab-DM1, which are in development by the sanofi-aventis Group and
Genentech, respectively. The sanofi-aventis Group, Genentech, Centocor, Biogen
Idec, Boehringer Ingelheim, Millennium Pharmaceuticals, Inc., and Amgen
(formerly 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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