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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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): February 3, 1999
IMMUNOGEN, INC.
(Exact name of registrant as specified in its Charter)
Massachusetts 0-17999 04-2726691
(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 February 3, 1999, ImmunoGen, Inc. ("ImmunoGen") announced that it had entered
into a license agreement with SmithKline Beecham Plc, London, /SmithKline
Beecham, Philadelphia ("SmithKline") to develop and commercialize ImmunoGen's
lead tumor activated prodrug, huC242-DM1. Under the terms of the agreement, in
addition to royalties, ImmunoGen could receive up-front cash and milestone
payments exceeding $40 million. Additionally, at ImmunoGen's option, SmithKline
will purchase up to $5.0 million of ImmunoGen Common Stock over the next two
years, subject to certain conditions. SmithKline will receive exclusive
worldwide rights to commercialize huC242-DM1, except in certain Far East
territories. SmithKline and ImmunoGen will collaborate on the remaining
development. ImmunoGen will have responsibility for the product's initial
assessment in humans, which is expected to begin in the second half of calendar
year 1999.
The press release announcing the 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 February 3, 1999.
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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: February 9, 1999 /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 February 3, 1999 5
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