<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY , 1996
REGISTRATION NO. 333-2441
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SECURITIES AND EXCHANGE COMMISSION
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IMMUNOGEN, INC.
(Exact name of registrant as specified in its charter)
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MASSACHUSETTS 04-2726691
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
148 SIDNEY STREET, CAMBRIDGE, MASSACHUSETTS 02139 (617) 661-9312
(Address, including zip code, and telephone, including area code of registrant's
principal executive offices)
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MITCHEL SAYARE
CHAIRMAN OF THE BOARD
IMMUNOGEN, INC.
148 Sidney Street
Cambridge, MA 02139
(617) 661-9312
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
JONATHAN L. KRAVETZ, ESQUIRE
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
One Financial Center
Boston, MA 02111
(617) 542-6000
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Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earliest
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL
THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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PROSPECTUS
IMMUNOGEN, INC.
3,627,000 SHARES OF COMMON STOCK
(PAR VALUE OF $.01 PER SHARE)
The 3,627,000 shares of Common Stock of ImmunoGen, Inc., a Massachusetts
corporation ("ImmunoGen" or the "Company"), offered hereby are being sold by the
selling stockholder identified herein and its pledgees, donees, transferees or
other successors in interest (the "Selling Stockholder"). Such offers and sales
may be made on one or more exchanges, in the over-the-counter market, or
otherwise, at prices and on terms then prevailing, or at prices related to the
then-current market price, or in negotiated transactions, short sales, or by
underwriters pursuant to underwriting agreements in customary form, or in a
combination of any such methods of sale. The Selling Stockholder may also sell
such shares in accordance with Rule 144 under the Securities Act of 1933, as
amended (the "1933 Act"). The Selling Stockholder is identified and certain
information with respect to it is provided under the caption "Selling
Stockholder" herein, to which reference is made. The expenses of the
registration of the securities offered hereby, including fees of counsel for the
Company, will be paid by the Company. The following expenses will be borne by
the Selling Stockholder: underwriting discounts and selling commissions, if any,
and the fees of legal counsel, if any, for the Selling Stockholder in excess of
an aggregate of $10,000 which the Company has agreed to pay in connection with
the private placement of securities convertible into the shares offered hereby
and the registration of the shares offered herein. The filing by the Company of
this Prospectus in accordance with the requirements of Form S-3 is not an
admission that any person whose shares are included herein is an "affiliate" of
the Company.
The Selling Stockholder has advised the Company that they have not engaged
any person as an underwriter or selling agent for any of such shares, but they
may in the future elect to do so, and they will be responsible for paying such a
person or persons customary compensation for so acting. The Selling Stockholder
and any broker executing sell orders on behalf of any Selling Stockholder may be
deemed to be "underwriters" within the meaning of the 1933 Act, in which event
commissions received by any such broker may be deemed to be underwriting
commissions under the 1933 Act. The Company will not receive any of the proceeds
from the sale of the securities offered hereby. The Common Stock is listed on
the Nasdaq Stock Market ("Nasdaq") under the symbol IMGN. On July 18, 1996, the
closing sale price of the Common Stock, as reported by Nasdaq, was $3.875 per
share.
------------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" ON PAGE 4 OF THIS PROSPECTUS.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
No person is authorized in connection with any offering made hereby to give
any information or to make any representations other than as contained in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized by the Company. This Prospectus is not
an offer to sell, or a solicitation of an offer to buy, by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or
solicitation. Neither the delivery of this Prospectus nor any sales made
hereunder shall under any circumstances create any implication that the
information contained herein is correct as of any time subsequent to the date
hereof.
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THE DATE OF THIS PROSPECTUS IS JULY 26, 1996.
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AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission" ). These reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024 of the Commission's office at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and at its regional offices located at
7 World Trade Center, Suite 1300, New York, NY 10048 and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, IL 60661. Copies of such reports,
proxy statements and other information can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Additional updating information with respect to the securities
covered herein may be provided in the future to purchasers by means of
appendices to this Prospectus.
The Company has filed with the Commission in Washington, D.C. a
registration statement (herein, together with all amendments and exhibits,
referred to as the "Registration Statement") under the 1933 Act with respect to
the securities offered or to be offered hereby. This Prospectus does not contain
all of the information included in the Registration Statement, certain items of
which are omitted in accordance with the rules and regulations of the
Commission. For further information about the Company and the securities offered
hereby, reference is made to the Registration Statement and the exhibits
thereto.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any document incorporated herein by reference, excluding exhibits. Requests
should be made to ImmunoGen, Inc., 148 Sidney Street, Cambridge, MA 02139,
telephone (617) 661-9312 and directed to the attention of the Chief Financial
Officer.
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<PAGE> 4
TABLE OF CONTENTS
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PAGE
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Risk Factors.......................................................................... 4
The Company........................................................................... 9
Selling Stockholder................................................................... 10
Plan of Distribution.................................................................. 11
Legality of Common Stock.............................................................. 11
Experts............................................................................... 11
Incorporation of Certain Information by Reference..................................... 12
</TABLE>
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RISK FACTORS
An investment in the shares being offered by this Prospectus involves a
high degree of risk. The following factors, in addition to those discussed
elsewhere in the Prospectus or incorporated herein by reference, should be
carefully considered in evaluating the Company and its business prospects before
purchasing shares offered by this Prospectus. This Prospectus contains and
incorporates by reference forward-looking statements within the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. Reference is
made in particular to the discussion set forth under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1995 (the "Form
10-K") and the Quarterly Reports on Form 10-Q for the quarters ended September
30, 1995, December 31, 1995 and March 31, 1996, and under "Business" in the Form
10-K, incorporated in this Prospectus by reference. Such statements are based on
current expectations that involve a number of uncertainties including those set
forth in the risk factors below. Actual results could differ materially from
those projected in the forward looking statements.
Early Stage of Initial Product Development. The Company has not begun to
market or generate revenues from the sale of products. The Company's products
will require significant additional development, laboratory and clinical testing
and investment prior to commercialization. There can be no assurance that such
products will be successfully developed, prove to be safe and efficacious in
clinical trials, meet applicable regulatory standards, obtain required
regulatory approvals, be capable of being produced in commercial quantities at
reasonable costs or be successfully marketed.
History of Operating Losses and Accumulated Deficit. The Company has been
unprofitable since inception and expects to incur additional net losses over the
next several years, if it is able to raise sufficient working capital to
continue operations.
Financing Requirements and Access to Capital Funding. The Company's cash
resources at June 24, 1996 were approximately $2.9 million. Gross proceeds to
the Company from its March 1996 private placement of debentures (the "Private
Placement") are $5.0 million. The Company anticipates that its existing cash
resources will enable it to maintain its current and planned operations through
September 1996. Although management continues to pursue additional funding
arrangements, no assurance can be given that such financing will in fact be
available to the Company. If the Company is unable to obtain financing on
acceptable terms in order to maintain operations, it could be forced to curtail
or discontinue its operations.
No Commercial Manufacturing Experience. The Company has not yet
commercially introduced any products. To be successful, the Company's products
must be manufactured in commercial quantities, in compliance with regulatory
requirements and at acceptable costs. Although the Company has produced its
products in the laboratory and scaled its production process to pilot levels,
production in commercial quantities will create technical as well as financial
challenges for the Company. The Company's current facilities are not yet
approved by the Food and Drug Administration ("FDA") for commercial production
of its proposed products, and there can be no assurance that such approval will
be obtained. In order to manufacture its products in commercial quantities, the
Company will have to enhance its existing manufacturing facilities, which will
require additional funds. The Company has no experience in large-scale
manufacturing, and no assurance can be given that the Company will be able to
make the transition to commercial production successfully.
Lack of Marketing and Distribution Experience. Although the Company
intends to market certain of its products through a direct sales force if and
when regulatory approval is obtained, it currently has no marketing or sales
staff. To the extent that the Company determines not to, or is unable to,
arrange third-party distribution for its products, significant additional
expenditures, management resources and time will be required to develop a sales
force. There can be no assurance that the Company will be able to establish such
a sales force or be successful in gaining market acceptance for its products.
Third-Party Reimbursement. In both domestic and foreign markets, sales of
the Company's proposed products will depend in part on the availability of
reimbursement from third-party payors such as government health administration
authorities, private health insurers and other organizations. Third-party payors
are increasingly challenging the price and cost-effectiveness of medical
products and services. Significant uncertainty exists as to the reimbursement
status of newly approved health care products. There can be no
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assurance that the Company's proposed products will be considered cost effective
or that adequate third-party reimbursement will be available to enable ImmunoGen
to maintain price levels sufficient to realize an appropriate return on its
investments in product development. Legislation and regulations affecting the
pricing of pharmaceuticals may change before any of the Company's proposed
products are approved for marketing. Adoption of such legislation could further
limit reimbursement for medical products and services.
Technological Change and Competition. The biotechnology industry is
subject to rapid and significant technological change. Competitors of the
Company engaged in all areas of biotechnology in the United States and abroad
are numerous and include major pharmaceutical and chemical companies,
specialized biotechnology firms, universities and other research institutions.
There can be no assurance that the Company's competitors will not succeed in
developing technologies and products that are more effective than any which have
been or are being developed by the Company or which would render the Company's
technology and products obsolete and noncompetitive. Many of these competitors
have substantially greater financial and technical resources and production and
marketing capabilities than the Company. In addition, many of the Company's
competitors have significantly greater experience than the Company in
preclinical testing and human clinical trials of new or improved pharmaceutical
products and in obtaining FDA and other regulatory approvals of products for use
in health care. The Company has limited experience in conducting and managing
preclinical and clinical testing necessary to obtain government approvals.
Accordingly, the Company's competitors may succeed in obtaining FDA approval for
products more rapidly than the Company. If the Company commences significant
commercial sales of its products, it will also be competing with respect to
manufacturing efficiency and marketing capabilities, areas in which it has
limited or no experience.
Dependence on Others. The Company plans to conduct certain aspects of its
future operations with third-party collaborators. While the Company believes its
potential collaborators will have an economic motivation to succeed in
performing their obligations under such arrangements, the amount and timing of
funds and other resources to be devoted under such arrangements will be
controlled by such other parties and would be subject to financial or other
difficulties that may befall such other parties. Thus, no assurance can be given
that the Company will generate any revenues from such arrangements. In addition,
although the Company is currently exploring entry into such arrangements, no
such arrangements have been concluded nor is there any assurance that any such
arrangements will ever come into effect.
The Company currently depends on a single supplier to produce required
quantities of a certain antibody. There can be no assurance that this antibody
will continue to be available from this supplier or, if not available, that the
Company will be able to obtain this antibody from other sources at all or at
acceptable cost or to manufacture sufficient supplies of this antibody on its
own.
Dependence on Key Personnel. The Company's success is dependent on certain
key management and scientific personnel. Competition for qualified employees
among biotechnology companies is intense, and the loss of key personnel, or the
inability to attract and retain the additional, highly skilled employees
required for the expansion of the Company's activities, could adversely affect
its business.
Patents and Proprietary Rights. The patent situation in the field of
biotechnology generally is highly uncertain and involves complex legal,
scientific and factual questions. To date, no consistent policy has emerged
regarding the breadth of claims allowed in biotechnology patents. Accordingly,
there can be no assurance that patent applications relating to the Company's
products or technology will result in patents being issued or that, if issued,
the patents will afford protection against competitors with similar technology.
There has been significant litigation in the biotechnology industry
regarding patent and other intellectual property rights and this litigation is
likely to continue in the future. If the Company becomes involved in such
litigation, it could consume a substantial portion of the Company's resources.
Also, patents and applications owned or licensed by the Company may become the
subject of interference proceedings in the U.S. Patent and Trademark Office to
determine priority of invention, which could result in substantial cost to the
Company, as well as a possible adverse decision as to priority of invention of
the patent or patent application involved. An adverse decision in an
interference proceeding may result in the Company's loss of rights under a
patent or patent application subject to such a proceeding.
In addition, companies may obtain patents claiming products or processes
that are necessary for or useful to the development of the Company's products
and bring legal actions against the Company claiming
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infringement and may seek to recover damages and to enjoin the Company from
manufacturing and marketing the affected product or process. If any such actions
are successful, in addition to any potential liability for damages, the Company
may be required to obtain licenses from others to continue to develop,
manufacture or market its products. There can be no assurance that the Company
will prevail in any such action or that it will be able to obtain such licenses
on commercially reasonable terms.
The Company owns three issued patents. It has also applied for several
patents. In addition, Dana-Farber has filed applications for a number of patents
to which the Company has exclusive rights, and several of these have been issued
as patents. There can be no assurance that any patent applications will issue as
patents or that any issued patents will provide the Company with significant
protection against competitors.
In order to practice its antibody humanization technology using either
Complementarity Determining Region ("CDR") grafting or resurfacing, the Company
will need to obtain one or more licenses under patents issued to third parties.
The Company understands that such licenses may be available on what it believes
to be commercially acceptable terms. However, there can be no assurance that any
such licenses will in fact be, or continue to be, available on commercially
acceptable terms, if at all.
The Company is aware that a patent has been issued to a third party in
Europe which contains claims covering the Company's blocked ricin technology.
The Company also is aware that patents have been issued in Australia and New
Zealand, that a patent application has been filed in Canada, and the Company
believes that a patent application has been filed in the United States, each of
which may contain claims covering the Company's blocked ricin technology. The
Company intends to oppose the European patent and will, as it deems appropriate,
initiate revocation proceedings against the Australian and New Zealand patents
and interference proceedings against the Canadian and United States
applications, if such patents and applications are shown to cover the Company's
blocked ricin technology. However, there can be no assurance that the Company
will be successful in any opposition, revocation or interference proceeding.
Moreover there can be no assurance that additional patents containing similar
claims will not be issued in other jurisdictions. If the Company is not
successful in invalidating or opposing such patents or otherwise avoiding
infringement, its business may be materially adversely affected as a result of
one or more of the adverse consequences described above.
The Company also relies upon unpatented proprietary technology, and no
assurance can be given that others will not duplicate or independently develop
substantially equivalent technology, or otherwise gain access to the Company's
proprietary technology or disclose such technology, or that the Company can
meaningfully protect its rights in such unpatented proprietary technology.
The Company's license agreement with Dana-Farber requires ImmunoGen to use
all reasonable efforts, consistent with sound and reasonable business practices
and judgment, to effect introduction of licensed products into the commercial
market as soon as practicable. Failure to do so can result in the loss of the
Company's exclusive rights to such licensed products.
Government Regulation. The production and marketing of the Company's
products and its ongoing research and development activities are subject to
regulation by numerous governmental authorities in the United States and other
countries. The rigorous preclinical and clinical testing requirements and
regulatory approval processes typically take a number of years and require the
expenditure of substantial resources. Delays in obtaining regulatory approvals
would adversely affect the marketing of products developed by the Company and
the Company's ability to receive product revenues or royalties. In light of the
limited regulatory history of monoclonal antibody-based therapeutics, there can
be no assurance that regulatory approvals for the Company's products will be
obtained without lengthy delays, if at all. Moreover, the Company is, or may
become, subject to various federal, state and local laws, regulations and
recommendations relating to safe working conditions, laboratory and
manufacturing practices, the experimental use of animals and the use and
disposal of hazardous substances, including radioactive compounds and infectious
disease agents, used in connection with the Company's research work. In
addition, the Company cannot predict the extent to which existing or proposed
governmental regulations might have an adverse effect on the production and
marketing of the Company's products.
Proposed International Treaty. More than 150 nations, including the United
States, are signatories to an international treaty restricting the manufacture
and sale of chemical substances identified therein as
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components of chemical warfare. Ricin, a natural toxin obtained from a
cultivated plant, is among the substances restricted pursuant to the proposed
treaty. If the treaty is ratified by the United States, the Company's ability to
obtain ricin could be affected, although the Company believes it could purchase
adequate quantities within the United States and abroad to satisfy its needs.
Product Liability Exposure. The use of the Company's product candidates
during testing or after approval entails an inherent risk of adverse effects
which could expose the Company to product liability claims. There can be no
assurance that the Company would have sufficient resources to satisfy any
liability resulting from these claims. The Company currently has limited product
liability insurance for products in clinical testing. There can be no assurance
that such coverage will be adequate in scope to protect the Company in the event
of a successful product liability claim.
Volatility of Stock Price. The market prices for securities of
biotechnology companies have been volatile. The market price for the Company's
Common Stock has fluctuated significantly since public trading commenced in
1989, and it is likely that the market price will continue to fluctuate in the
future. Announcements of technological innovations or new commercial products by
the Company or its competitors, developments concerning proprietary rights,
including patents and litigation matters, publicity regarding actual or
potential medical results relating to products under development by the Company
or its competitors, regulatory developments in both the United States and
foreign countries, public concern as to the safety of biotechnology products and
economic and other external factors, including the outbreak or material
escalation of hostilities or other calamity or crisis, as well as
period-to-period fluctuations in financial results, may have a significant
impact on the Company's business and on the market price of the Common Stock.
Sales of substantial amounts of the Common Stock in the public market may also
have an adverse impact on the market price of the Common Stock.
Absence of Dividends. The Company has not paid any cash dividends on its
capital stock since inception. Furthermore, the Company does not anticipate
paying cash dividends in the foreseeable future.
Shares Eligible for Future Sale. Sales of substantial amounts of Common
Stock in the public market could have an adverse affect on the price of the
Company's Common Stock. In addition to the shares registered in the Registration
Statement of which this Prospectus is a part, approximately 14,707,585 shares of
Common Stock are currently freely tradeable on the open market. In addition,
approximately 1,427,222 shares are eligible for sale pursuant to Rule 144 of the
Act. Also, there were a total of 1,693,231 options to purchase Common Stock
outstanding as of June 26, 1996 pursuant to the Company's stock option plans and
897,157 of such options are currently vested and can be exercised at any time
prior to their respective expiration dates. As of June 26, 1996, 26,738 shares
of Common Stock were issuable upon the exercise of warrants issued in connection
with a capital lease financing in March 1994. In addition, 1,509,000 shares of
Common Stock were issuable upon the exercise of warrants issued or issuable in
connection with the March 1996 Private Placement. Additional warrants to
purchase 250,000 shares of Common Stock were issued as finder's fees in
connection with the Private Placement.
The shares offered hereby were issued or are issuable in connection with
the March 1996 Private Placement of $5.0 million principal amount convertible
Debentures (the "Debentures"). As part of the Private Placement, the Company
issued to the Selling Stockholder a $2.5 million principal amount Debenture (the
"First Debenture") on March 25, 1996. On June 6, 1996, the First Debenture,
together with interest thereon, was converted into 1,018,000 shares of Common
Stock (the "First Debenture Shares"), and a warrant (the "First Warrant") to
purchase 509,000 shares of Common Stock (the "First Warrant Shares") at an
exercise price of $4.00 per share. In consideration of the conversion of the
First Debenture, the Company also issued to the Selling Stockholder an
additional warrant (the "Additional Warrant") to purchase 500,000 shares of
Common Stock (the "Additional Warrant Shares") at an exercise price of $6.00 per
share.
On June 13, 1996, the Company issued to the Selling Stockholder the
remaining $2.5 million principal amount Debenture (the "Second Debenture"). The
Second Debenture bears interest at the rate of 9% per year, and the principal
amount of the Debenture, together with accrued interest thereon, is convertible
into shares of the Company's Common Stock (the "Second Debenture Shares") at any
time based on a predetermined formula. The price at which the Debenture will
convert into Common Stock will be the lower of (i) $2.50 or (ii) 85% of the
average of the closing bid price for the five days prior to conversion (the
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"Conversion Date Price"). Upon conversion of the Second Debenture, the holder
will receive warrants (the "Second Warrants") to purchase Common Stock (the
"Second Warrant Shares") for 50% of the number of shares issuable upon
conversion of the Second Debenture. The Second Warrants will be exercisable at
$4.00 per share and expire five years after the date of issuance. There can be
no assurance, however, that any or all of the warrants will be exercised, or
that the Company will receive any proceeds from such exercise.
The Company has agreed to register for resale from time to time by the
purchaser thereof the First Debenture Shares, the First Warrant Shares, the
Additional Warrant Shares, the Second Debenture Shares and the Second Warrant
Shares (collectively, the "Shares"). All of the Shares may be reoffered and
resold pursuant to this Prospectus in the public trading market from time to
time during the period the Company has agreed to maintain the effectiveness of
the registration statement of which this Prospectus is a part. Pursuant to the
registration statement, the Company has registered the resale of 3,900,000
shares of Common Stock. The Company agreed with the Selling Stockholder to
register this number of shares to insure that there would be a sufficient number
of registered shares in the event that the market price for the Company's Common
Stock declines substantially. The 3,900,000 shares registered consists of (a)
the 1,018,000 First Debenture Shares, (b) the 509,000 First Warrant Shares, (c)
the 500,000 Additional Warrant Shares, and (d) the approximate number of shares
which would be issuable under the Second Debenture (excluding shares issuable
upon conversion of accrued interest) and Second Warrants if the Conversion Date
Price were approximately $2.00 per share. An aggregate of 3,627,000 shares are
being offered hereby, which number consists of the First Debenture Shares, the
First Warrant Shares, the Additional Warrant Shares and an estimate of the
number of shares issuable based on an assumed conversion price of $2.50 per
share (the conversion price in effect based on the market price of the Company's
Common Stock on June 15, 1996) and assuming 100,000 shares are issuable upon
conversion of approximately one year's accrued interest. The holder of the
Second Debenture, First Warrant, Second Warrant and Additional Warrant may not
convert or exercise such debenture or warrants to the extent that the number of
shares beneficially owned by the holder and its affiliates (excluding shares
underlying the unconverted portion of the Second Debenture and the unexercised
Warrants), together with the shares of Common Stock to be issued upon conversion
or exercise, would result in the beneficial ownership by the holder and its
affiliates of more than 9.9% of the outstanding shares of Common Stock of the
Company. If the Second Debenture and Second Warrant become convertible into more
than 1,873,000 shares, the Company will be obligated to register additional
shares of Common Stock.
The holders of approximately 792,769 shares of Common Stock (the
"Registrable Securities") are entitled to certain rights to register such shares
under the Securities Act of 1933, as amended (the "Securities Act"), for sale to
the public. The holders of Registrable Securities include, among others, Aeneas
Venture Corporation. Such holders have the right to require the Company, on not
more than two occasions, whether or not the Company proposes to register any of
its Common Stock for sale, to register all or part of their shares for sale to
the public under the Securities Act, subject to certain conditions and
limitations. In addition, holders of Registrable Securities may require the
Company to register all or part of their shares on Form S-3 (or a successor
short form or registration) if the Company then qualifies for use of such form,
subject to certain conditions and limitations. The Registration Rights Agreement
was amended on October 9, 1991 to limit the circumstances pursuant to which the
registration rights granted thereunder may be transferred to third parties and
to amend certain procedural requirements.
Dilution. Dilution is likely to occur upon conversion of the Second
Debenture and the exercise of the warrants issuable upon conversion of the
Debentures, and also upon the exercise of outstanding stock options and
warrants. The Second Debenture can be converted into shares of the Company's
Common Stock at any time. See "Shares Eligible for Future Sales".
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THE COMPANY
ImmunoGen develops pharmaceuticals, primarily for the treatment of cancer.
The Company's products are "immunoconjugates," each comprising a potent effector
molecule -- a proprietary toxin or drug -- coupled to a monoclonal antibody for
delivery to and destruction of targeted cells. Through its subsidiary, Apoptosis
Technology, Inc. ("ATI"), established in 1993, the Company is developing
additional technology platforms, based on the regulation of cell proliferation
and programmed cell death, or apoptosis, with which to identify therapeutic
product candidates for the treatment of cancer and viral diseases.
Since its inception, the Company has acquired significant expertise and
proprietary know-how with regard to the development of immunoconjugates for the
treatment of cancer. The key elements of the Company's proprietary position
include its expertise in identifying and designing both potent effector
molecules and specific targeting agents. Through its network of collaborators,
advisors and consultants, the Company also has access to significant medical
expertise with regard to the treatment of cancer.
Through ATI, the Company has established collaborative ties with leading
academic researchers in the area of apoptosis research and its applications to
the treatment of cancer and viral diseases.
The Company uses several different toxins and drugs in its immunoconjugates
as effector molecules with which to destroy target cells. In each of the
Company's first four products -- the Oncolysins -- a proprietary derivative of
ricin, a powerful, naturally occurring plant toxin, is coupled to a targeting
monoclonal antibody. In the Company's next group of products -- small-drug
immunoconjugates -- potent small-molecule drugs are conjugated to humanized
monoclonal antibodies. ATI is basing its proprietary technology portfolio on the
development of molecular and cellular screening systems for the identification
of leads for therapeutic product candidates.
The Company began conducting clinical trials with the first of the
Oncolysin products in 1988. That first product, Oncolysin B, is now being tested
in lymphoma patients in a large-scale, randomized Phase III clinical study. The
Company's small-drug immunoconjugates are in the research and preclinical phases
of development: in April 1994, the Company successfully submitted an
Investigational New Drug Application ("IND") with the U.S. Food and Drug
Administration ("FDA") to begin human clinical testing of anti-B4-DC1, its first
small-drug immunoconjugate.
The Company's products will require significant additional investment and
laboratory and clinical testing, and regulatory approvals. The Company is
seeking to commercialize its products through collaborations with established
pharmaceutical companies to support clinical testing and development and
manufacturing and for product sales and marketing. The Company also may elect in
the future to establish a specialized sales force in the United States and to
serve international markets through foreign licensees. There can be no
assurance, however, that the Company will be successful in attracting
collaborative partners or in developing or commercializing its products.
The Company's executive offices are located at 148 Sidney Street,
Cambridge, Massachusetts 02139, and its telephone number is (617) 661-9312.
9
<PAGE> 11
SELLING STOCKHOLDER
The shares offered hereby by the Selling Stockholder have been issued or
are issuable in connection with the March 1996 Private Placement and consist of
(a) the 1,018,000 First Debenture Shares, (b) the 509,000 First Warrant Shares,
(c) the 500,000 Additional Warrant Shares, and (d) approximately 1,600,000
shares issuable upon conversion of the Second Debenture (including interest
thereon) and exercise of the Second Warrant. The number of shares issuable upon
conversion of the Second Debenture and exercise of the Second Warrant will
increase if the market price for the Company's Common Stock decreases. In
addition, the number of shares issuable upon conversion of accrued interest
under the Second Debenture will increase if the Second Debenture is held more
than one year. See "Risk Factors -- Shares Eligible for Future Sale."
<TABLE>
The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock by the Selling Stockholder as of June
15, 1996, and as adjusted to reflect the sale of the Common Stock offered hereby
by the Selling Stockholder.
<CAPTION>
SHARES
NUMBER OF OWNED AFTER
SHARES OWNED NUMBER OF OFFERING(3)
PRIOR TO SHARES BEING ---------------------
SELLING STOCKHOLDER OFFERING(1)(2) OFFERED NUMBER PERCENT
- ------------------------------------------- -------------- ------------ ----------- -------
<S> <C> <C> <C> <C>
Capital Ventures International............. 3,627,000 3,627,000 -- --
<FN>
- ---------------
(1) Assumes that the Second Debenture is convertible at a conversion price of
$2.50, the conversion price in effect based on the market price of the
Company's Common Stock on June 15, 1996. Includes approximately 100,000
shares of Common Stock that would be issuable upon conversion of
approximately one year's accrued interest at the rate of 9% under the
Debenture. The number of shares issuable upon conversion of interest will
depend on the timing of conversion of principal.
(2) The Warrants and Second Debenture contain contractual provisions pursuant to
which the holder may not acquire shares of Common Stock upon exercise or
conversion thereof to the extent that the number of shares of Common Stock
beneficially owned by the holder and its affiliates (excluding shares
underlying the unconverted portion of the Second Debenture and the
unexercised Warrants), together with the shares of Common Stock to be issued
upon such conversion or exercise, would result in beneficial ownership by
the holder and its affiliates of more than 9.9% of the outstanding Common
Stock of the Company. Therefore, the Selling Stockholder's beneficial
ownership of Common Stock is limited to 9.9% of the outstanding Common Stock
of the Company, or 1,709,299 shares. In that regard, ownership is not
determined in accordance with Rule 13d-3 under the Securities Exchange Act
of 1934, as amended, to the extent that the number of shares set forth in
this column includes shares of Common Stock which cannot be acquired by the
Selling Stockholder pursuant to the terms of the Warrants and the Second
Debenture.
(3) Assumes the sale of all shares offered hereby to unaffiliated third parties.
</TABLE>
10
<PAGE> 12
PLAN OF DISTRIBUTION
The 3,627,000 shares of Common Stock of the Company offered hereby may be
offered and sold from time to time by the Selling Stockholder, or by pledgees,
donees, transferees or other successors in interest. Such offers and sales may
be made from time to time on one or more exchanges or in the over-the-counter
market, or otherwise, at prices and on terms then prevailing or at prices
related to the then-current market price, or in negotiated transactions. The
methods by which the shares may be sold may include, but not be limited to, the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer as principal and resale by such broker or dealer for its account; (c) an
exchange distribution in accordance with the rules of such exchange; (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; (e) privately negotiated transactions; (f) short sales; and (g) a
combination of any such methods of sale. In effecting sales, brokers or dealers
engaged by the Selling Stockholder may arrange for other brokers or dealers to
participate. Brokers or dealers may receive commissions or discounts from the
Selling Stockholder or from the purchasers in amounts to be negotiated
immediately prior to the sale. The Selling Stockholder may also sell such shares
in accordance with Rule 144 under the 1933 Act.
The Company has agreed to use its best efforts to maintain the
effectiveness of the registration of the shares being offered hereunder until
the earlier of the date upon which all of the shares of Common Stock offered
hereby have been sold or the date on which the shares of Common Stock offered
hereby, in the opinion of counsel, may be immediately sold by the Selling
Stockholder without registration.
The Selling Stockholder and any brokers participating in such sales may be
deemed to be underwriters within the meaning of the 1933 Act. There can be no
assurance that the Selling Stockholder will sell any or all of the shares of
Common Stock offered hereunder. The Selling Stockholder has agreed not to sell a
number of shares of Common Stock in excess of the greater of (i) 20% of the
weekly volume (based on volume for the previous week) in any five trading day
period and (ii) on any given day, 20% of the volume on that day.
All proceeds from any such sales will be the property of the Selling
Stockholder who will bear the expense of underwriting discounts and selling
commissions, if any, and their own legal fees in excess of an aggregate of
$10,000 which the Company has agreed to pay in connection with the March 1996
Private Placement and this registration.
LEGALITY OF COMMON STOCK
The validity of the shares of Common Stock hereby is being passed upon for
the Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston,
Massachusetts.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1995
have been so incorporated in reliance on the report (which includes an
explanatory paragraph concerning uncertainties surrounding the Company's ability
to continue as a going concern) of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
11
<PAGE> 13
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission are incorporated herein
by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1995 (File No. 0-17999).
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 30, 1995, December 31, 1995 and March 31, 1996.
(c) The Company's Current Report on Form 8-K for the August 17, 1995
event.
(d) The Company's Current Report on Form 8-K for the March 21, 1996
event.
(e) The Company's Current Report on Form 8-K for the June 6, 1996
event.
(f) The Company's Current Report on Form 8-K for the July 15, 1996
event.
(g) The description of the Company's capital stock contained in the
Company's registration statement on Form 8-A under the 1934 Act (File No.
0-17999), including amendments or reports filed for the purpose of updating
such description.
All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment which indicates that all
securities covered by this Prospectus have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
12
<PAGE> 14
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following expenses incurred in connection with the sale of the
securities being registered will be borne by the Registrant. Other than the SEC
registration fee, the amounts stated are estimates.
<TABLE>
<S> <C>
SEC Registration Fee................................................... $ 3,530.17
Legal Fees and Expenses................................................ 8,000.00
Accounting Fees and Expenses........................................... 2,500.00
Miscellaneous.......................................................... 15,500.00
----------
TOTAL............................................................. $29,530.17
=========
</TABLE>
The Selling Stockholder will bear the expense of their own legal counsel in
excess of an aggregate of $10,000 which the Company has agreed to pay in
connection with the Private Placement and this registration, and miscellaneous
fees and expenses, if any.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 6(d) of the Registrant's Restated Articles of Organization provides
as follows:
"(d) The liability of the Directors of the Corporation shall be
limited to the fullest extent permitted by Section 13(b)(1 1/2) of the
Massachusetts Business Corporation Law."
Section 6.6 of the Registrant's By-Laws provides as follows:
"Section 6.6 Indemnification of Officers, Directors, and Members of
the Scientific Advisory Board. The corporation shall indemnify and hold
harmless each person, now or hereafter an officer or Director of the
corporation, or a member of the Scientific Advisory Board, from and against
any and all claims and liabilities to which he may be or become subject by
reason of his being or having been an officer, Director of member of the
Scientific Advisory Board of the corporation or by reason of his alleged
acts or omissions as an officer, Director or member of the Scientific
Advisory Board of the corporation, and shall indemnify and reimburse each
such officer, Director and member of the Scientific Advisory Board against
and for any and all legal and other expenses reasonably incurred by him in
connection with any such claims and liabilities, actual or threatened,
whether or not at or prior to the time which so indemnified, held harmless
and reimbursed he has ceased to be an officer, Director or member of the
Scientific Advisory Board of the corporation, except with respect to any
matter as to which such officer, Director or member of the Scientific
Advisory Board of the corporation shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that
his action was in the best interest of the corporation; provided, however,
that prior to such final adjudication the corporation may compromise and
settle any such claims and liabilities and pay such expenses, if such
settlement or payment or both appears, in the judgment of a majority of
those members of the Board of Directors who are not involved in such
matters, to be for the best interest of the corporation as evidenced by a
resolution to that effect adopted after receipt by the corporation of a
written opinion of counsel for the corporation, that, based on the facts
available to such counsel, such officer, Director or member of the
Scientific Advisory Board of the corporation has not been guilty of acting
in a manner that would prohibit indemnification.
Such indemnification may include payment by the corporation of
expenses incurred in defending a civil or criminal action proceeding in
advance of the final disposition of such action or proceeding, upon receipt
of an undertaking by the person indemnified to repay such payment if he
shall be adjudicated not to be entitled to indemnification under this
section.
The corporation shall similarly indemnify and hold harmless persons
who serve at its express written request as directors or officers of
another organization in which the corporation owns shares or of which it is
a creditor.
II-1
<PAGE> 15
The right of indemnification herein provided shall be in addition to
and not exclusive of any other rights to which any officer, Director or
member of the Scientific Advisory Board of the corporation, or any such
persons who serve at its request as aforesaid, may otherwise be lawfully
entitled. As used in this Section, the terms "officer," "Director," and
"member of the Scientific Advisory Board" include their respective heirs,
executors, and administrators.
In addition, the Registration Rights Agreement, filed as Exhibit 99.2
hereto, contains provisions for indemnification by the Selling Shareholders of
the Registrant and its officers, directors, and controlling persons against
certain liabilities under the Securities Act.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- ----------------------------------------------------------------------------------
<C> <S>
4.1 Article 4 of the Restated Articles of Organization of the Registrant previously
filed as Exhibit No. 3.1 to the Registrant's Registration Statement on Form S-1,
File No. 33-38883, and incorporated herein by reference
4.2 Form of Common Stock Certificate previously filed as Exhibit No. 4.2 to the
Registrant's Registration Statement on Form S-1, File No. 33-31219, and
incorporated herein by reference
5 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with respect to
the legality of the securities being registered (previously filed)
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in
Exhibit 5)
24 Power of Attorney (filed in Part II of this Registration Statement)
99.1 Securities Purchase Agreement, including the Form of Convertible Debenture and the
Form of Stock Purchase Warrant, dated as of March 15, 1996 by and among the
Registrant and Capital Ventures International (previously filed as Exhibit 99.2 to
the Registrant's Current Report on Form 8-K for the March 21, 1996 event, and
incorporated herein by reference)
99.2 Registration Rights Agreement dated as of March 15, 1996 by and among the
Registrant and Capital Ventures International (previously filed as Exhibit 99.3 to
the Registrant's Current Report on Form 8-K for the March 21, 1996 event, and
incorporated herein by reference)
99.3 Letter Agreement dated as of March 21, 1996 by and among the Registrant and
Capital Ventures International regarding the Securities Purchase Agreement dated
as of March 15, 1996 (previously filed as Exhibit 99.4 to the Registrant's Current
Report on Form 8-K for the March 21, 1996 event, and incorporated herein by
reference)
99.4 Letter Agreement dated as of June 6, 1996 by and among the Registrant and Capital
Ventures International regarding an amendment to their agreement dated March 15,
1996 (previously filed as Exhibit 10.29 to the Registrant's Current Report on Form
8-K for the June 6, 1996 event, and incorporated herein by reference)
</TABLE>
ITEM 17. UNDERTAKINGS.
A. Rule 415 Offering
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the 1933
Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end
II-2
<PAGE> 16
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)(sec.230.424(b)
of this chapter) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. Filings Incorporating Subsequent Exchange Act Documents by Reference
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
II-3
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement No. 333-2441 to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Cambridge, Massachusetts on July 26, 1996.
IMMUNOGEN, INC.
/S/ MITCHEL SAYARE
By:.................................
MITCHEL SAYARE
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Registration Statement No. 333-2441 has
been signed by the following persons in the capacities and on the dates
indicated.
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ MITCHEL SAYARE Chairman of the Board of July 26, 1996
........................................ Directors (principal
MITCHEL SAYARE executive officer)
/S/ FRANK J. POCHER Vice President, Chief July 26, 1996
........................................ Financial Officer, Treasurer
FRANK J. POCHER and Director (principal
financial officer and
principal accounting
officer)
/S/ WALTER A. BLATTLER Senior Vice President, July 26, 1996
........................................ Research and Director
WALTER A. BLATTLER
* Director July 26, 1996
........................................
MICHAEL EISENSON
* Director July 26, 1996
........................................
STUART F. FEINER
* Director July 26, 1996
........................................
DONALD E. O'NEILL
/S/ FRANK J. POCHER
*By: ....................................
FRANK J. POCHER
ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE> 18
IMMUNOGEN, INC.
INDEX TO EXHIBITS FILED WITH
FORM S-3 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------------------------------------------------------------------
<C> <S> <C>
4.1 Article 4 of the Restated Articles of Organization of the Registrant
previously filed as Exhibit No. 3.1 to the Registrant's Registration
Statement on Form S-1, File No. 33-38883, and incorporated herein by
reference..............................................................
4.2 Form of Common Stock Certificate previously filed as Exhibit No. 4.2 to
the Registrant's Registration Statement on Form S-1, File No. 33-31219,
and incorporated herein by reference...................................
5 Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. with
respect to the legality of the securities being registered (previously
filed).................................................................
23.1 Consent of Coopers & Lybrand L.L.P. ...................................
23.2 Consent of Counsel (included in Exhibit 5).............................
24 Power of Attorney to file future amendments (Filed in Part II of this
Registration Statement)................................................
99.1 Securities Purchase Agreement, including the Form of Convertible
Debenture and the Form of Stock Purchase Warrant, dated as of March 15,
1996 by and among the Registrant and Capital Ventures International
(previously filed as Exhibit 99.3 to the Registrant's Current Report on
Form 8-K for the March 25, 1996 event, and incorporated herein by
reference).............................................................
99.2 Registration Rights Agreement dated as of March 15, 1996 by and among
the Registrant and Capital Ventures International (previously filed as
Exhibit 99.4 to the Registrant's Current Report on Form 8-K for the
March 25, 1996 event, and incorporated herein by reference)............
99.3 Letter Agreement dated as of March 21, 1996 by and among the Registrant
and Capital Ventures International regarding the Securities Purchase
Agreement dated as of March 15, 1996 (previously filed as Exhibit to
the Registrant's Current Report on Form 8-K for the March 21, 1996
event, and incorporated herein by reference)...........................
99.4 Letter Agreement dated as of June 6, 1996 by and among the Registrant
and Capital Ventures International regarding an amendment to their
agreement dated March 15, 1996 (previously filed as Exhibit 10.29 to
the Registrant's Current Report on Form 8-K for the June 6, 1996 event,
and incorporated herein by reference)..................................
</TABLE>
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement of ImmunoGen, Inc. on Form S-3
(File No. 333-2441) of our report (which includes an explanatory paragraph
concerning uncertainties surrounding the Company's ability to continue as a
going concern), dated September 1, 1995, on our audits of the consolidated
financial statements of ImmunoGen, Inc. as of June 30, 1994 and 1995, and for
the years ended June 30, 1993, 1994 and 1995, which report is included in the
Company's 1995 Annual Report on Form 10-K.
We also consent to the reference to our Firm in the Registration Statement
under the caption "Experts".
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
July 26, 1996
