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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.20549
                                 --------------

                                    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 4, 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
              ----------------------------------------------------
              (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 4, 2000, ImmunoGen, Inc. and Genentech, Inc. announced that Genentech has
exclusively  licensed  ImmunoGen's  maytansinoid  Tumor-Activated  Prodrug (TAP)
technology for use with anti-HER2 antibodies such as Herceptin.  Under the terms
of  the  agreement,   Genentech  will  receive  exclusive  worldwide  rights  to
commercialize  anti-HER2  targeting products using ImmunoGen's  maytansinoid TAP
platform.  Genentech will be responsible for manufacturing,  product development
and  marketing  of  products  resulting  from  the  license;  ImmunoGen  will be
reimbursed for any  preclinical  and clinical  materials that it makes under the
agreement. ImmunoGen will receive an up-front payment of $2 million. In addition
to  royalties  on net  sales,  the  terms  of the  agreement  include  milestone
payments, assuming all benchmarks are met, for potentially up to $40 million.



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 4, 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 4, 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 4, 2000                              5



























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