-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QDlNkb5kCWz35nt9jELRPE7YdMlOAd+4q4gamZXJ+DRvJfXSul2jvP7cOxkPMOBE Ps6X0dSt1Z50ShBtoPzWgg== 0000912057-02-038693.txt : 20021015 0000912057-02-038693.hdr.sgml : 20021014 20021015171333 ACCESSION NUMBER: 0000912057-02-038693 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021008 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021015 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: 02789678 BUSINESS ADDRESS: STREET 1: 128 SIDNEY ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6179952506 MAIL ADDRESS: STREET 1: 128 SIDNEY ST CITY: CAMBRIDGE STATE: MA ZIP: 02139 8-K 1 a2091380z8-k.txt 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): October 8, 2002 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.) 128 Sidney Street, Cambridge, Massachusetts 02139 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 995-2500 ITEM 5. OTHER EVENTS On October 8, 2002, Boehringer Ingelheim GmbH informed ImmunoGen, Inc. that clinical trials of the novel anti-cancer agent composed of ImmunoGen's DM1 Tumor-Activated Prodrug (TAP technology) and Boehringer Ingelheim's anti-CD44v6 antibody had been initiated on or about September 24, 2002. The achievement of this milestone triggers a milestone payment of $1.0 million from Boehringer Ingelheim to ImmunoGen. This milestone payment will be recognized as revenue in ImmunoGen's quarter ended September 30, 2002, the period in which the milestone payment was earned. The press release announcing the achievement of this milestone 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 October 15, 2002. 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 15, 2002 /s/ GREGG D. BELOFF ----------------------------------- Gregg D. Beloff Chief Financial Officer and Vice President EX-99.1 3 a2091380zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 [IMMUNOGEN, INC. LETTERHEAD] - ------------------------------------------------------------------------------- CONTACTS:
---------------------------------------------------- -------------------------------------------------- FOR IMMUNOGEN, INC. FOR BOEHRINGER INGELHEIM Carol Hausner (Investors) Kerstin Felix Senior Director, Investor Relations and Boehringer Ingelheim GmbH Corporate Communications CD Communications Tel: (617) 995-2500 55216 Ingelheim info@immunogen.com Germany Pete Holmberg (Media) Phone: +49 6132 77 9040 Rx Communications Group, LLC Kerstin.Felix@ing.boehringer-ingelheim.com Tel: (917) 322-2164 pholmberg@rxir.com ---------------------------------------------------- --------------------------------------------------
FOR IMMEDIATE RELEASE BOEHRINGER INGELHEIM AND IMMUNOGEN ACHIEVE MILESTONE IN DEVELOPMENT OF NOVEL ANTI-CANCER AGENT INGELHEIM, GERMANY AND CAMBRIDGE, MA, UNITED STATES, OCTOBER 15, 2002 - Boehringer Ingelheim and ImmunoGen, Inc. (Nasdaq: IMGN) today announced the achievement of a milestone - the initiation of clinical trials - in their collaboration to develop a novel anti-cancer agent using ImmunoGen's DM1 Tumor-Activated Prodrug (TAP) technology with Boehringer Ingelheim's anti-CD44v6 antibody. This accomplishment with the product candidate bivatuzumab mertansine triggers payment of an undisclosed amount by Boehringer Ingelheim to ImmunoGen. Wolfgang J. Rettig, M.D., Ph.D., Head of Research and Development at Boehringer Ingelheim Austria in Vienna, the corporation's dedicated drug discovery center for innovative cancer medicines said, "We are encouraged by the preclinical profile of bivatuzumab mertansine and are pleased to advance this product candidate into clinical testing." Mitchel Sayare, Ph.D., ImmunoGen Chairman and CEO, commented, "Boehringer Ingelheim has made excellent progress in their development of a novel anti-cancer product using our DM1 TAP technology with their anti-CD44v6 antibody. The achievements by our licensing partners in development of TAP products help expand the body of experience with our technology and increase its visibility in the scientific and medical community." In November 2001, the companies announced that Boehringer Ingelheim had licensed the right to develop and commercialize products that use ImmunoGen's maytansinoid TAP technology with antibodies that target CD44, such as Boehringer Ingelheim's anti-CD44v6 antibody. -more- Boehringer Ingelheim and ImmunoGen Achieve Milestone in Development of Novel Anti-Cancer Agent Page 2 ImmunoGen received an upfront payment at the time. Under the agreement, ImmunoGen also receives milestone payments plus royalties on net product sales. IMMUNOGEN'S TAP TECHNOLOGY ImmunoGen's TAP technology is designed to specifically kill cancer cells with minimal harm to healthy tissue. Each TAP product is comprised of a potent cell-killing agent - the effector molecule - conjugated to a tumor-targeting monoclonal antibody. ImmunoGen attaches the effector molecule to the antibody using a link that is very stable when the TAP product is circulating in the blood, but readily broken once the product has entered the cancer cell, thus freeing the effector molecule to kill the cancer cell. ImmunoGen's lead effector molecule, DM1, is a proprietary derivative of the potent cytotoxic agent maytansine. ABOUT BOEHRINGER INGELHEIM The Boehringer Ingelheim group of companies, headquartered in Ingelheim, Germany, is one of the 20 leading pharmaceutical corporations in the world. In 2001, it posted revenues of EUR 6.7 billion. Boehringer Ingelheim, which has some 140 affiliated companies in 42 countries worldwide, focuses on human pharmaceuticals and animal health. The human pharmaceuticals business, which accounts for 95% of sales, is comprised of prescription medicines, consumer health care products, chemicals and biopharmaceuticals for industrial customers. Research and development, production, and distribution facilities are located around the globe. In 2001, Boehringer Ingelheim's R&D spending was more than EUR 1 billion which is almost a fifth of net sales in Prescription Medicines. As a research-driven company, Boehringer Ingelheim has R&D centers in Austria, Canada, Germany, Japan and the USA. For more information on Boehringer Ingelheim, please see the international Internet website www.boehringer-ingelheim.com. ABOUT IMMUNOGEN, INC. ImmunoGen, Inc. develops targeted anti-cancer biopharmaceuticals. The Company's TAP technology couples highly potent cell-killing (cytotoxic) agents with tumor-targeting antibodies to create effective new treatments for cancer with minimal damage to normal tissue. Two ImmunoGen-developed TAP products are in clinical trials - cantuzumab mertansine and huN901-DM1/BB-10901. The former is licensed to GlaxoSmithKline; the latter is licensed to British Biotech in certain territories. Several companies are developing TAP products comprised of ImmunoGen's TAP technology and their own antibody - Genentech (Trastuzumab-DM1), Millennium (MLN591DM1) and Boehringer Ingelheim (bivatuzumab mertansine). ImmunoGen also has multi-target agreements with Genentech, Abgenix, and Millennium that can potentially yield multiple additional TAP products. For more information on ImmunoGen, please visit our website at www.immunogen.com. FOR IMMUNOGEN, INC. THIS PRESS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS BASED ON MANAGEMENT'S CURRENT EXPECTATIONS. FOR THESE STATEMENTS, WE CLAIM THE PROTECTION OF THE SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS PROVIDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THERE ARE POSSIBLE DEVELOPMENTS THAT COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DISCUSSED OR IMPLIED IN THE FORWARD-LOOKING STATEMENTS. YOU ARE CAUTIONED NOT TO PLACE -more- Boehringer Ingelheim and ImmunoGen Achieve Milestone in Development of Novel Anti-Cancer Agent Page 3 UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH ARE CURRENT ONLY AS OF THE DATE OF THIS RELEASE. WE DISCLAIM ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. FACTORS THAT COULD CAUSE FUTURE RESULTS TO DIFFER MATERIALLY FROM SUCH EXPECTATIONS INCLUDE, BUT ARE NOT LIMITED TO: THE SUCCESS OF THE COMPANY'S RESEARCH STRATEGY; THE APPLICABILITY OF THE DISCOVERIES MADE THEREIN; THE DIFFICULTIES INHERENT IN THE DEVELOPMENT OF PHARMACEUTICALS, INCLUDING UNCERTAINTIES AS TO THE TIMING AND RESULTS OF PRECLINICAL STUDIES; DELAYED ACHIEVEMENTS OF MILESTONES; RELIANCE ON COLLABORATORS; UNCERTAINTY AS TO WHETHER THE COMPANY'S POTENTIAL PRODUCTS WILL SUCCEED IN ENTERING HUMAN CLINICAL TRIALS AND UNCERTAINTY AS TO THE RESULTS OF SUCH TRIALS; UNCERTAINTY AS TO WHETHER ADEQUATE REIMBURSEMENT FOR THESE PRODUCTS WILL EXIST FROM THE GOVERNMENT, PRIVATE HEALTHCARE INSURERS AND THIRD-PARTY PAYORS; THE UNCERTAINTIES AS TO THE EXTENT OF FUTURE GOVERNMENT REGULATION OF THE PHARMACEUTICAL BUSINESS; AND OTHER FACTORS DESCRIBED IN IMMUNOGEN'S PERIODIC FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. ### -----END PRIVACY-ENHANCED MESSAGE-----