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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): May 8, 2000
IMMUNOGEN, INC.
(Exact name of registrant as specified in its Charter)
Massachusetts 0-17999 04-2726691
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
333 Providence Highway, Norwood, Massachusetts 02062
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 769-4242
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ITEM 5. OTHER EVENTS
On May 8, 2000, ImmunoGen, Inc. and Genentech, Inc. announced a second
collaboration between the two companies. This second collaboration provides
Genentech with broad access to ImmunoGen's maytansinoid Tumor-Activated Prodrucg
(TAP) technology for use with proprietary antibodies. The multi-year agreement
provides Genentech with a license to utilize ImmunoGen's maytansinoid TAP
platform in its antibody product research efforts and an option to obtain
exclusive product licenses for a limited number of antigen targets over the
agreement's five-year term.
The agreement provides for an up-front technology access fee of $3 million and
potential milestone payments--assuming benchmarks are met--of up to nearly $40
million per antigen target, and royalties on net sales of resulting products.
Genentech will be responsible for manufacturing, product development and
marketing of any products developed through the collaboration; ImmunoGen will be
reimbursed for any preclinical materials that it makes under the agreement. The
agreement can be renewed for one subsequent three-year period, for an additional
technology access fee. Genentech is developing a Herceptin TAP conjugate under a
separate, previously announced, agreement with ImmunoGen.
The press release announcing the exclusive license agreement is incorporated
herein by reference and filed as exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) Exhibits.
99.1 The Registrant's Press Release dated May 8, 2000.
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SIGNATURE
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 hereto duly authorized.
ImmunoGen, Inc.
(Registrant)
Date: May 8, 2000 /s/Kathleen A. Carroll
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Kathleen A. Carroll
Vice President, Finance and
Administration, and principal
financial officer
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number(s)
99.1 The Registrant's Press Release
dated May 8, 2000 5
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Exhibit 99.1
IMMUNOGEN CONTACT: Mitchel Sayare, Ph.D.
Chairman and CEO
ImmunoGen, Inc.
(781)769-4242
www.immunogen.com
GENENTECH CONTACTS: www.gene.com
Media Contact:
Sabrina Johnson (650)225-2742
Investor Contact:
Mike Burchmore (650)225-8852
FOR IMMEDIATE RELEASE
ImmunoGen and Genentech Form Multi-Product Collaboration
to Develop Tumor-Activated Prodrugs
CAMBRIDGE, Mass. and SOUTH SAN FRANCISCO, Calif., May 8, 2000 - ImmunoGen, Inc.
(Nasdaq: IMGN) and Genentech, Inc. (NYSE: DNA) today announced a second
collaboration between the two companies. This second collaboration provides
Genentech with broad access to ImmunoGen's maytansinoid Tumor-Activated Prodrug
(TAP) technology for use with proprietary antibodies. The multi-year agreement
provides Genentech with a license to utilize ImmunoGen's maytansinoid TAP
platform in its antibody product research efforts and an option to obtain
exclusive product licenses for a limited number of antigen targets over the
agreement's five-year term.
The agreement provides for an up-front technology access fee of $3 million and
potential milestone payments--assuming benchmarks are met--of up to nearly $40
million per antigen target, and royalties on net sales of resulting products.
Genentech will be responsible for manufacturing, product development and
marketing of any products developed through the collaboration; ImmunoGen will be
reimbursed for any preclinical materials that it makes under the agreement. The
agreement can be renewed for one subsequent three-year period, for an additional
technology access fee. Genentech is developing a Herceptin TAP conjugate under a
separate, previously announced, agreement with ImmunoGen.
"On May 4, we announced a separate license agreement for Genentech to develop a
Herceptin TAP conjugate. Today's broad collaboration, using our technology with
a series of Genentech antibodies, is testimony to the value of ImmunoGen's TAP
technology platform with a wide range of antibodies," said Mitchel Sayare,
Ph.D., Chairman and CEO of ImmunoGen, Inc. "This collaboration is an important
element of our overall strategy to leverage our technology platform as broadly
as we can."
Genentech, Inc. is a leading biotechnology company that discovers, develops,
manufactures and markets human pharmaceuticals for significant unmet medical
needs. Thirteen of the approved products of biotechnology stem from Genentech
science. Genentech markets seven products directly in the United States. The
company has headquarters in South San Francisco, California and is traded on the
New York Stock Exchange under the symbol DNA.
ImmunoGen, Inc. develops innovative biopharmaceuticals, primarily for cancer
treatment. The Company has created potent tumor-activated prodrugs, consisting
of drugs coupled to monoclonal antibodies, for delivery to and destruction of
cancer cells. The most advanced TAP, huC242-DM1/SB-408075, designed to treat
colorectal and pancreatic cancer, is in a Phase I/II human clinical study. In
addition to its maytansinoid platform of TAPs, the Company is working on other
proprietary TAP platforms comprising agents, such as taxanes, which exert
cell-killing activity via different mechanisms of action.
This press release includes forward-looking statements based on management's
current expectations. Factors that could cause future results to differ
materially from such expectations include, but are not limited to: the ability
to secure future funding; the success of the Company's research strategy; the
applicability of the discoveries made therein; the difficulties inherent in the
development of pharmaceuticals, including uncertainties as to the timing and
results of preclinical studies; delayed achievements of milestones; reliance on
collaborators; uncertainty as to whether the Company's potential products will
succeed in entering human clinical trials and uncertainty as to the results of
such trials; uncertainty as to whether adequate reimbursement for these products
will exist from the government, private healthcare insurers and third-party
payors; and the uncertainties as to the extent of future government regulation
of the pharmaceutical business.
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