ImmunoGen, Inc. (NASDAQ:IMGN) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01.ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 23, 2017, ImmunoGen, Inc. (also referred to as we, our, or
ImmunoGen) and Debiopharm International, S.A. (Debiopharm)
entered into an Exclusive License and Asset Purchase Agreement
(the Agreement), to which Debiopharm has acquired our
antibody-drug conjugate IMGN529, a potential new treatment for
patients with CD37-positive B-cell malignancies, such as
non-Hodgkin lymphoma (NHL).The transaction includes the sale to
Debiopharm of specified intellectual property and other assets
related to the IMGN529 program, and an exclusive license to
additional intellectual property necessary or useful for
Debiopharm to develop and commercialize certain antibody-drug
conjugates targeting CD37, including IMGN529 (also referred to as
a Licensed Product).

Under the terms of the Agreement, we received a $25 million
upfront payment for the IMGN529 program.We are entitled to
receive a $5 million milestone payment following the transfer of
technology relating to IMGN529 to Debiopharm, and a $25 million
milestone upon IMGN529 entering a Phase 3 clinical trial.Except
for the foregoing upfront and milestone payments, we will not be
entitled to receive any additional milestone payments or
royalties under the Agreement.

We have made customary representations and warranties, and have
agreed to customary covenants, for transactions of this type.In
addition, we have agreed to indemnify Debiopharm for damages
resulting from (i) any breach of our representations and
warranties, (ii) our failure to perform any covenant or agreement
contained in the Agreement, (iii) certain specifically excluded
liabilities relating to the IMGN529 program that were not assumed
by Debiopharm, and (iv) with respect to actions brought by third
parties, liabilities relating to the conduct of the IMGN529
program prior to the effective date of the Agreement.

In addition, we have agreed not to conduct any research,
development or commercialization activities for any antibody
product targeting CD37 for a period commencing on the effective
date of the Agreement and ending upon the earliest of (i) the
first marketing approval of IMGN529 in any of the U.S. or certain
other specified countries, (ii) ten years from the effective date
of the Agreement, and (iii) such time as Debiopharm abandons the
development and commercialization of all Licensed Products.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d): The following exhibit is being filed herewith:

About ImmunoGen, Inc. (NASDAQ:IMGN)

ImmunoGen, Inc. is a clinical-stage biotechnology company that develops targeted cancer therapeutics using its antibody-drug conjugate (ADC) technology. The Company is engaged in the discovery of monoclonal antibody-based anticancer therapeutics. An ADC with the Company’s technology comprises an antibody that binds to a target found on tumor cells conjugated to one of its anti-cancer agents as a payload to kill the tumor cell once the ADC has bound to its target. Its product candidates include Mirvetuximab soravtansine; IMGN779; IMGN632; IMGN529, and Coltuximab ravtansine. Its portfolio is led by Mirvetuximab soravtansine, a first-in-class ADC targeting folate-receptor alpha (Fra). Its FORWARD II consists of cohorts assessing Mirvetuximab soravtansine in combination with, in separate doublets, Avastin (bevacizumab), pegylated liposomal doxorubicin (PLD), and carboplatin. The Company has developed tubulin-acting maytansinoid payload agents, which include DM1 and DM4.

ImmunoGen, Inc. (NASDAQ:IMGN) Recent Trading Information

ImmunoGen, Inc. (NASDAQ:IMGN) closed its last trading session down -0.18 at 4.98 with 1,990,832 shares trading hands.