ImmunoGen, Inc. (NASDAQ:IMGN) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01.ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 8, 2019,ImmunoGen,Inc. (also referred to as “we,” “our,” “us,” and “ImmunoGen”) sold 50% of our remaining right to receive royalty payments on commercial sales of Kadcyla® (the “Kadcyla Royalties”) to OMERS IP Healthcare Holdings Limited (referred to as “OMERS IP Healthcare”), an entity of OMERS, the defined benefit pension plan for municipal employees in the Province of Ontario, Canada, in consideration of the payment of approximately $65 million by OMERS IP Healthcare to us, to a royalty purchase agreement(the “2019 Purchase Agreement”) by and among ImmunoGen, our wholly owned subsidiary Hurricane, LLC, OMERS IP Healthcare, and Immunity Royalty Holdings, L.P. (“IRH”).

In 2015, in consideration of the payment of $200 million by IRH to us, we sold to IRH the right to receive 50% of the Kadcyla Royalties until IRH had received aggregate Kadcyla Royalties equal to $235 million or $260 million, depending on when the aggregate Kadcyla Royalties received by IRH reached a specified milestone, to a royalty purchase agreement dated March 24, 2015 (the “2015 Purchase Agreement”) by and among ImmunoGen, Hurricane, LLC, and IRH.Under the terms of the 2015 Purchase Agreement, once the applicable threshold would have been met, we would thereafter have received 85%, and IRH would have received 15%, of the Kadcyla Royalties for the remaining royalty term. to the terms of the 2019 Purchase Agreement, IRH has also sold to OMERS IP Healthcare 50% of its right to receive Kadcyla Royalties under the 2015 Purchase Agreement.As a result of the 2019 Purchase Agreement, OMERS IP Healthcare now owns 50% of the right to receive Kadcyla Royalties, which arise under our License Agreement dated March 2, 2000, as amended, with Genentech, Inc. (the “License Agreement”).

The 2019 Purchase Agreement requires us to take certain actions with respect to the Kadcyla Royalties and the License Agreement and contains certain representations and warranties, covenants, indemnification obligations, and other provisions that are customary for a transaction of this nature. This summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which we intend to file as an exhibit to ImmunoGen’s annual report on Form10-K for the year ending December31, 2018.

ITEM 1.02.TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

On January 8, 2019, concurrently with the consummation of the transactions contemplated by the 2019 Purchase Agreement, ImmunoGen, Hurricane, LLC, and IRH terminated the 2015 Purchase Agreement.