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): July 31, 2007

 

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 8.01  OTHER EVENTS

On July 31, 2007, ImmunoGen, Inc. (Nasdaq: IMGN) issued a press release to announce that the Company had earned a $5 million milestone payment from Genentech with the start of Phase II clinical testing of trastuzumab-DM1. The milestone was earned under the 2000 agreement granting Genentech the exclusive right to develop products using ImmunoGen’s maytansinoid TAP technology and linkers with therapeutic antibodies to HER2, as amended in 2006 to enable ImmunoGen to earn increased milestone payments with achievement of agreed upon process development milestones.  Trastuzumab-DM1 comprises Genentech’s trastuzumab anti-HER2 antibody and ImmunoGen’s DM1 cell-killing agent and is in development by Genentech for the treatment of HER2-positive metastatic breast cancer.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference in this Item 8.01.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(d) The following exhibit is being filed herewith:

Exhibit No.

 

Exhibit

 

99.1

 

Press Release of ImmunoGen, Inc. dated July 31, 2007

 

 

 

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.

 

(Registrant)

 

 

Date: July 31, 2007

/s/ Daniel M. Junius

 

Daniel M. Junius

 

Executive Vice President and Chief Financial Officer

 

2




EXHIBIT INDEX

Exhibit No.

 

Exhibit

 

99.1

 

Press Release of ImmunoGen, Inc. dated July 31, 2007

 

 

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
ImmunoGen, Inc.
(617) 995-2500
info@immunogen.com

 

Media:
Kathryn Morris
KMorrisPR
(845) 635-9828
Kathryn@kmorrispr.com

 

For Immediate Release

ImmunoGen, Inc. Earns Milestone with
Start of Trastuzumab-DM1 Phase II Testing

Event Triggers $5 Million Payment to ImmunoGen

CAMBRIDGE, MA, July 31, 2007 — ImmunoGen, Inc. (Nasdaq: IMGN), a biopharmaceuticals company that develops targeted anticancer therapeutics using its Tumor-Activated Prodrug (TAP) technology, today announced that Genentech has started Phase II clinical testing of trastuzumab-DM1. This event triggers a $5 million milestone payment to ImmunoGen. Trastuzumab-DM1 comprises ImmunoGen’s cell-killing agent, DM1, linked to Genentech’s HER2-targeting antibody, trastuzumab, and is in development by Genentech for the potential treatment of HER2-expressing metastatic breast cancer.

Mitchel Sayare, Chairman and CEO, commented, “We’re delighted with the progress Genentech is making in their development of trastuzumab-DM1 and with the clinical findings reported to date. We anticipate sustained growth over time in the number of TAP compounds in clinical testing and in those advancing to later stage trials. In fact, Phase II testing of our wholly-owned huC242-DM4 TAP compound is expected to begin imminently.”

Genentech began Phase I evaluation of trastuzumab-DM1 in April 2006, reported initial Phase I data at the San Antonio Breast Cancer (SABC) symposium in December 2006, and additional findings at the 43rd American Society of Clinical Oncology annual meeting in June 2007. The Phase II study now underway assesses trastuzumab-DM1 in patients with HER2-expressing metastatic breast cancer that has progressed on treatment with Herceptin® (trastuzumab) plus chemotherapy.

The milestone was earned under the 2000 agreement granting Genentech the exclusive right to develop products using ImmunoGen’s maytansinoid TAP technology and linkers with therapeutic antibodies to HER2, as amended in 2006 to enable ImmunoGen to earn increased milestone payments with achievement of agreed upon process development




milestones. Genentech is responsible for product development, manufacturing, and commercialization.

About ImmunoGen’s TAP Technology

ImmunoGen created its TAP technology to enhance the anticancer activity of tumor-targeting monoclonal antibodies while maintaining a favorable tolerability profile. ImmunoGen attaches to an antibody one of the Company’s proprietary cell-killing agents (DM1, DM4). The antibody serves to deliver the agent specifically to cancer cells and the agent serves to kill the cancer cells. The agent is attached using one of the Company’s “linkers.” ImmunoGen has developed alternative cell-killing agents and linkers so the best product design can be achieved for each antibody and its target. The Company uses its TAP technology and antibody expertise to develop its own compounds, and also outlicenses its technology for use by other companies with their proprietary antibodies.

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. Two TAP compounds wholly owned by ImmunoGen are in clinical testing — huN901-DM1 and huC242-DM4. Three anticancer compounds, two of which are TAP compounds, are in clinical testing through ImmunoGen’s collaborations with other companies — AVE9633 and AVE1642, in development by sanofi-aventis, and trastuzumab-DM1, in development by Genentech. Multiple compounds are in research/preclinical development.

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, 2006 and other reports filed with the Securities and Exchange Commission.

Herceptin® is a registered trademark of Genentech.

# # #

 

2