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): May 3, 2005

 

ImmunoGen, Inc.

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

0-17999

 

04-2726691

(State or other

 

(Commission

 

(IRS Employer

jurisdiction of

 

File Number)

 

Identification No.)

incorporation)

 

 

 

 

 

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 May 3, 2005, ImmunoGen, Inc. (Nasdaq: IMGN) announced that Genentech (NYSE: DNA) has renewed its agreement with ImmunoGen, dated as of May 2, 2000, that provides Genentech with certain rights to test and to use ImmunoGen’s Tumor-Activated Prodrug (TAP) technology with Genentech therapeutic antibodies to specific targets, and to license the right to use the technology to develop products on the terms defined in the agreement. The original May 2000 agreement, which was filed as Exhibit 10.52 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000, included a provision that allows Genentech to renew the agreement for one additional three-year term by payment of a $2 million technology access fee, which Genentech has now paid to ImmunoGen.

 

 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

 

Exhibit No.

 

Exhibit

 

 

 

99.1

 

Press Release of ImmunoGen, Inc. dated May 3, 2005

 

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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: May 3, 2005

/s/ Karleen M. Oberton

 

 

 

 

Karleen M. Oberton

 

Senior Corporate Controller

 

(Principal Accounting and Financial Officer)

 

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