0001104659-13-090050.txt : 20131213 0001104659-13-090050.hdr.sgml : 20131213 20131213073054 ACCESSION NUMBER: 0001104659-13-090050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131209 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20131213 DATE AS OF CHANGE: 20131213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNOGEN INC CENTRAL INDEX KEY: 0000855654 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 042726691 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17999 FILM NUMBER: 131275041 BUSINESS ADDRESS: STREET 1: 830 WINTER ST CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: (781)895-0600 MAIL ADDRESS: STREET 1: 830 WINTER ST CITY: WALTHAM STATE: MA ZIP: 02451 8-K 1 a13-26259_18k.htm 8-K

 

 

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): December 9, 2013

 

ImmunoGen, Inc.

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

0-17999

 

04-2726691

(State or other
jurisdiction of
incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

830 Winter Street, Waltham, MA 02451

(Address of principal executive offices)  (Zip Code)

 

Registrant’s telephone number, including area code: (781) 895-0600

 

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

 

Effective December 9, 2013, ImmunoGen, Inc. (referred to as “we” or “us”) and Eli Lilly and Company (“Lilly”) amended the Multi-Target Agreement that we entered into with Lilly on December 19, 2011 (the “Multi-Target Agreement”) and the first development and commercialization license that was taken thereunder on August 26, 2013 (the “License Agreement”).  Under these amendments, Lilly now has the right to extend the three-year right-to-test period of the Multi-Target Agreement for up to two six-month periods by payment to us of additional consideration.  In addition, Lilly will retroactively pay us an exercise fee of $2,000,000 for the License Agreement, with the right to elect which one of the additional development and commercialization licenses, if any, taken under the Multi-Target Agreement will have no exercise fee.  Prior to these amendments, the Multi-Target Agreement provided for no extension of the right-to-test period, that no exercise fee was payable in connection with the first development and commercialization license taken thereunder, and that we would be entitled to receive an exercise fee of $2,000,000 for every subsequent development and commercialization license.

 

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: December 13, 2013

/s/ Daniel M. Junius

 

 

 

Daniel M. Junius

 

President and Chief Executive Officer

 

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