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): August 30, 2006
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
8.01 - OTHER
EVENTS
On
August 31, 2006, ImmunoGen, Inc. (Nasdaq: IMGN) announced that on August 30,
2006 sanofi-aventis U.S. LLC exercised its final contractual right to
extend the term of its research collaboration with ImmunoGen for an additional
year. Under the terms of the research collaboration, ImmunoGen will be entitled
to $10.4 million of committed research support funding from sanofi-aventis
over the twelve month period beginning September 1, 2007. Further, beginning
September 1, 2006, ImmunoGen will no longer be obligated to present new targets
for antibody-based anticancer therapeutics to sanofi-aventis enabling ImmunoGen
to use such new targets in its development of proprietary products.
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 August 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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(Registrant)
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Date:
September 5, 2006
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/s/
Daniel M. Junius
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Daniel
M. Junius
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Executive
Vice President and Chief Financial Officer
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3
EXHIBIT INDEX
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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 August 31,
2006
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4
128
Sidney Street, Cambridge, MA
02139-4239 TEL:
(617) 995-2500FAX: (617)
995-2510
Contacts:
|
Investors:
Carol
Hausner
Executive
Director,
Investor Relations and
Corporate
Communications
ImmunoGen,
Inc.
(617)
995-2500
info@immunogen.com
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Media:
Kira
Gordon
KMorrisPR
(646)
243-4920
KiraGordon@earthlink.net
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For
Immediate
Release
ImmunoGen,
Inc.
Announces that sanofi-aventis Has Extended the Term
of
its Research
Collaboration with the Company
-
ImmunoGen Also
Gains More Flexibility to Expand Product Pipeline -
CAMBRIDGE,
MA,
August 31, 2006
- ImmunoGen, Inc.
(Nasdaq: IMGN) today announced that sanofi-aventis U.S. LLC has exercised its
right to extend the term of its research collaboration with the Company.
ImmunoGen now will receive committed research support funding from
sanofi-aventis through August 31, 2008. The Company also announced that,
effective September 1, 2006, ImmunoGen will no longer be obligated to present
new targets for antibody-based anticancer therapeutics to sanofi-aventis,
enabling the Company to be able to use such targets in the development of its
own proprietary products.
“We’re
pleased that our relationship with sanofi-aventis will move to its next stage
in
an orderly and logical fashion and with the opportunity for significant return
that this collaboration provides for ImmunoGen going forward,” commented Mitchel
Sayare, ImmunoGen Chairman and CEO. “ImmunoGen will receive research support
funding from sanofi-aventis through August 2008 and - starting tomorrow - we’re
also free to use new targets that we identify for our own product programs.
We
continue to be entitled to receive milestone payments, manufacturing payments
and royalties for each compound in the collaboration and to have certain
co-promotion rights. After August 2008, we’ll also have the potential for
compensation from sanofi-aventis for each license they take to use our
technology with antibodies to targets that weren’t part of our research
collaboration.”
In
July 2003, ImmunoGen and Aventis Pharmaceuticals, Inc. (sanofi-aventis U.S.
LLC’s predecessor in interest in connection herewith) established a
collaboration to discover, develop, and commercialize novel antibody-based
anticancer products. The collaboration includes:
| · |
Joint
research - The
two companies agreed to collaborate in the development of novel
antibody-based anticancer compounds, with sanofi-aventis providing
committed research funding to ImmunoGen. On August 31, 2005,
sanofi-aventis exercised the first of its two options to extend the
research part of the collaboration for an additional one-year period,
and
committed to provide ImmunoGen a minimum of $18.2 million over the
12-month period beginning September 1, 2006. Sanofi-aventis now has
exercised the second of its two options, and committed to provide
ImmunoGen with a minimum of $10.4 million in research support funding
during the final, transition year of the collaboration - the 12-month
period beginning September 1, 2007.
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| · |
Collaboration
Products - For each product developed under the research collaboration
with sanofi-aventis, ImmunoGen is entitled to receive significant
milestone payments plus royalties on sales. The Company also receives
manufacturing payments for compounds produced on behalf of sanofi-aventis
and has certain co-promotion rights on a product-by-product basis.
|
After
August 2008, sanofi-aventis will need to license the right to use ImmunoGen’s
maytansinoid TAP technology with antibodies to targets that were not part of
the
research collaboration between ImmunoGen and sanofi-aventis. Sanofi-aventis
and
ImmunoGen have agreed to negotiate a multi-target agreement to provide
sanofi-aventis with access to ImmunoGen’s maytansinoid TAP technology for
antibody targets that were not part of the research collaboration between
ImmunoGen and sanofi-aventis.
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 sanofi-aventis and Genentech,
respectively. Amgen (formerly Abgenix), Biogen Idec, Biotest AG, Boehringer
Ingelheim, Centocor, Genentech, Millennium Pharmaceuticals, Inc., and
sanofi-aventis have licensed the right to develop and/or test TAP compounds
to
specific targets; ImmunoGen also has a broader collaboration with
sanofi-aventis.
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 development of collaboration
products, as well as the Company’s development of its own products. A review of
these risks can be found in ImmunoGen’s Annual Report on Form 10-K for the
fiscal year ended June 30, 2006 and other reports filed with the Securities
and
Exchange Commission.
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