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): October
17,
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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||
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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
1.01 - Entry
into a Material Definitive Agreement.
On
October 18, 2006, ImmunoGen, Inc. (Nasdaq: IMGN) announced that on October
17,
2006, sanofi-aventis licensed non-exclusive rights to use ImmunoGen’s
proprietary resurfacing technology to humanize antibodies. This technology
was
developed to enable antibodies initially of murine origin to appear to be human
to the human immune system. The agreement enables sanofi-aventis
to use this technology to humanize antibodies being developed for
non-oncology applications and to continue to use it with oncology antibodies
after the expiration of the research collaboration between the companies in
August 2008. The license provides sanofi-aventis with the non-exclusive
right to use ImmunoGen’s proprietary humanization technology through
August 31, 2011, and can be extended thereafter. Under the terms of the
license, ImmunoGen will receive a $1 million license fee, half of which is
due
upon contract signing, and in addition, ImmunoGen is entitled to receive
milestone payments potentially totaling $4.5 million plus royalties on
sales for each compound humanized under this agreement.
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 October 18, 2006
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1
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:
October 19, 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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2
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 October 18, 2006
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3
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
|
Media:
Kathryn
Morris
KMorrisPR
(845)
635-9828
Kathryn@kmorrispr.com
|
For
Immediate
Release
sanofi-aventis
Licenses Broader Access to
ImmunoGen’s
Antibody Humanization Technology
CAMBRIDGE,
MA,
October 18, 2006
- ImmunoGen, Inc.
(Nasdaq: IMGN) today announced that sanofi-aventis has licensed non-exclusive
rights to use ImmunoGen’s proprietary resurfacing technology to humanize
antibodies.
“We’re
delighted that sanofi-aventis has moved to secure their access to our
humanization technology,” commented Mitchel Sayare, Chairman and CEO. “As part
of the research, development, and commercialization agreement established with
us in 2003, sanofi-aventis gained rights to use our resurfacing technology
to
humanize the antibodies in the anticancer compounds included in the
collaboration. The agreement announced today enables sanofi-aventis to now
be
able to use this technology to humanize antibodies being developed for
non-oncology applications and to continue to use it with oncology antibodies
after the expiration of our research collaboration.”
The
agreement announced today provides sanofi-aventis with the non-exclusive right
to use ImmunoGen’s proprietary humanization technology through August 31,
2011, and this right can be extended thereafter. ImmunoGen will receive a $1
million license fee, of which half is due upon contract signing, and is entitled
to receive milestone payments potentially totaling $4.5 million plus
royalties on sales for each compound humanized under this agreement.
About
ImmunoGen’s
Humanization Technology
ImmunoGen’s
proprietary
resurfacing technology was developed to enable antibodies initially of murine
origin to appear human to the human immune system. The patented technology
involves substitution of those amino acids on the surface of a murine antibody
that would trigger a foreign-body response with alternative amino acids that
allow the antibody to remain undetected by the immune system. ImmunoGen’s
resurfacing technology has been used in a number of antibody-based anticancer
compounds created by the Company, including cantuzumab mertansine, huC242-DM4,
AVE9633 and AVE1642.
About
ImmunoGen,
Inc.
ImmunoGen,
Inc. develops
targeted anticancer biopharmaceuticals. The Company’s proprietary
Tumor-Activated Prodrug (TAP) technology uses tumor-targeting antibodies to
deliver a potent cell-killing agent specifically to cancer cells. Five
anticancer compounds are in clinical testing through ImmunoGen and the Company’s
Collaborators - huN901-DM1 and huC242-DM4, which are wholly owned by ImmunoGen,
AVE9633 and AVE1642, in development by sanofi-aventis, and trastuzumab-DM1,
in
development by Genentech. 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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