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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
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FORM 8-K/A
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): September 6, 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.)
128 Sidney Street, Cambridge, MA 02139
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 995-2500
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ITEM 5. OTHER EVENTS.
On September 6, 2000, ImmunoGen, Inc. (the "Company") and Abgenix, Inc. of
Fremont, California ("Abgenix") announced a collaboration agreement between the
two companies. The agreement provides Abgenix with broad access to ImmunoGen's
maytansinoid Tumor-Activated Prodrug (TAP) technology for use with Abgenix's
fully human antibodies generated with XenoMouse technology. The multi-year
agreement provides Abgenix with a license to utilize ImmunoGen's maytansinoid
TAP platform in its antibody product research efforts and an option to obtain
product licenses for a large number of antigen targets over the agreement's
ten-year term.
Immunogen will receive $5 million in technology access fee payments, as
well as potential milestone payments, and royalties on net sales of any
resulting products. In addition, Abgenix will purchase $15 million of ImmunoGen
Common Stock at $19.00 per share.
The Agreement and the press release are filed as Exhibits to this Form
8-K/A. The summary of the Agreement set forth above is qualified in its entirety
by the more detailed information contained in the Exhibits, and the information
contained in the Agreement is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) Exhibits.
**10.1 Option and License Agreement dated September 5, 2000 by and
between Abgenix, Inc. and the Company.
**10.2 Letter Agreement for Stock Purchase dated September 6, 2000 by and
between Abgenix, Inc. and the Company
*99.1 The Registrant's Press Release dated September 6, 2000.
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* Previously filed.
** Portions of this Exhibit were omitted and have been filed separately with
the Secretary of the Commission pursuant to the Company's application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934.
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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: October 10, 2000 /s/ Mitchel Sayare
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Mitchel Sayare, Chairman of the Board,
Chief Executive Officer and President
(principal executive officer)
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER(S)
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**10.1 Option and License Agreement dated September 5, 2000 by and
between Abgenix, Inc. and the Company.
**10.2 Letter Agreement for Stock Purchase dated September 6, 2000
by and between Abgenix, Inc. and the Company
*99.1 The Registrant's Press Release dated September 6, 2000
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* Previously filed.
** Portions of this Exhibit were omitted and have been filed separately with
the Secretary of the Commission pursuant to the Company's application
requesting confidential treatment under Rule 24b-2 of the Securities Exchange
Act of 1934.