ImmunoGen, Inc. - 2006 Annual Report

Form 10-K (Part IV)

Item 15. Exhibits, Financial Statement Schedules.

(a) Financial Statements

See "Index to Consolidated Financial Statements" at Item 8 of this Annual Report on Form 10-K. Schedules not included herein are omitted because they are not applicable o r the required information appears in the Consolidated Financial Statements or Notes thereto.
The following schedule is filed as part of this Form 10-K: Schedule II—Valuation and Qualifying Accounts for the years ended June 30, 2006, 2005 and 2004.
See Exhibit Index

Return to the Form 10-K Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ImmunoGen, INC.

Dated: August 28, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature

Title

Date

/s/  MITCHEL S AYARE
Mitchel Sayare

Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)

August 28, 2006

/s/  WALTER A. BLÄTTLER
Walter A. Blättler

Executive Vice President, Science and Technology, and Director

August 28, 2006

/s/  DANIEL M. JUNIUS
Daniel M. Junius

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

August 28, 2006

/s/  DAVID W. CARTER
David W. Carter

Director

August 28, 2006

/s/  STUART F. FEINER
Stuart F. Feiner

Director

August 28, 2006

/s/  NICOLE ONETTO, M.D.
Nicole Onetto

Director

August 28, 2006

/s/  MARK SKALETSKY
Mark Skaletsky

Director

August 28, 2006

/s/  JOSEPH VILLAFRANCA
Joseph Villafranca

Director

August 28, 2006

Return to the Form 10-K Table of Contents

INDEX TO EXHIBITS

Exhibit No.
__________

Description
___________________________________________________________________________________

(3.1)

Restated Articles of Organization(1)

(3.2)

Articles of Amendment to Restated Articles of Organization(16)

(3.3)

By-Laws, as amended(2)

(4.1)

Article 4 of the Restated Articles of Organization as amended (See Exhibits 3.1 and 3.2)(1)

(4.2)

Form of Common Stock Certificate(6)

(10.1)

Research and License Agreement dated as of May 22, 1981 by and between the Registrant and Sidney Farber Cancer Institute, Inc. (now Dana-Farber Cancer Institute, Inc.) with addenda dated as of August 13, 1987 and August 22, 1989(4)

(10.2)

Amended and Restated Registration Rights Agreement dated as of December 23, 1988 by and among the Registrant and various beneficial owners of the Registrant's securities(4)

(10.3)x

Restated Stock Option Plan(21)

(10.3.1)x

Form of Incentive Stock Option Agreement(21)

(10.3.2)x

Form of Non-Qualified Stock Option Agreement(21)

(10.4)x

Letter Agreement Regarding Employment dated as of October 1, 1987 between the Registrant and Dr. Walter A. Bälttler(4)

(10.5)

Lease dated May 15, 1997 by and between Harry F. Stimpson, III, as trustees, lessor, and the Registrant, lessee(3)

(10.6)

Leases dated as of December 1, 1986 and June 21, 1988 by and between James H. Mitchell, Trustee of New Providence Realty Trust, lessor, and Charles River Biotechnical Services, Inc. ("Lessee") together with Assignment of Leases dated June 29, 1989 between Lessee and the Registrant(6)

(10.7)

First Amendment, dated as of May 9, 1991, to Lease dated as of June 21, 1988 by and between James A. Mitchell, Trustee of New Providence Realty Trust, lessor, and the Registrant(7)

(10.8)

Confirmatory Second Amendment to Lease dated June 21, 1988 by and between James A. Mitchell, Trustee of New Providence Realty Trust, lessor, and the Registrant, Lessee(3)

(10.9)x

Letter Agreement Regarding Compensation of Mitchel Sayare, dated April 29, 1994(8)

(10.10)

Lease dated as of December 23, 1992 by and between Massachusetts Institute of Technology, lessor, and the Registrant, lessee(5)

(10.11)

Option Agreement dated April 5, 1990 by and between the Registrant and Takeda Chemical Industries, Ltd.(9)

(10.12)

Amendment to Lease dated August 31, 1995 between Massachusetts Institute of Technology, as lessor, and the Registrant, as lessee(10)

(10.13)

Letter Agreement dated as of June 6, 1996 by and among the Registrant and Capital Ventures International regarding an amendment to their agreement dated March 15, 1996(11)

(10.14)

Registration Agreement dated July 31, 1997 between Apoptosis Technology, Inc. and the Registrant(3)

(10.15)

License Agreement dated effective June 1, 1998 by and between the Registrant and Pharmacia & Upjohn AB*(3)

(10.16)

License Agreement dated February 1, 1999 be tween the Registrant and SmithKline Beecham Corporation*(12)

(10.17)

Stock Purchase Agreement dated February 1, 1999 between the Registrant and SmithKline Beecham plc*(12)

(10.18)

License Agreement dated effective May 2, 2000 by and between the Registrant and Genentech, Inc.*(13)

(10.19)

Heads of Agreement dated effective May 2, 2000 by and between the Registrant and Genentech, Inc.*(13)

(10.20)

Development, Commercialization and License Agreement dated effective May 4, 2000 by and between the Registrant and British Biotech Pharmaceuticals Limited*(13)

(10.21)

Collaboration and License Agreement dated as of September 29, 2000 by and between the Company and MorphoSys AG*(14)

(10.22)

Option and License Agreement dated September 5, 2000 by and between Abgenix, Inc. and the Company*(15)

(10.23)

Letter Agreement for Stock Purchase dated September 6, 2000 by and between Abgenix, Inc. and the Company*(15)

(10.24)

Agreement between ImmunoGen, Inc. and Millennium Pharmaceuticals, Inc., dated March 30, 2001*(16)

(10.25)

Agreement between ImmunoGen, Inc. and Raven Biotechnologies, Inc., dated March 28, 2001*(16)

(10.26)

Development and License Agreement dated effective November 27, 2001 by and between the Registrant and Boehringer Ingelheim International GmbH*(18)

(10.28)

Termination of the Developmental, Commercialization and License Agreement made between Vernalis (R&D) Limited, dated January 2004*(19)

(10.29)

Biopharmaceutical Development and Services Agreement dated April 16, 2004 by and between Laureate Pharma, L.P. and the Company*(20)

(10.30)x

Letter Agreement Regarding Employment dated as of April 18, 2005 between the Registrant and Mr. Daniel M. Junius(25)

(10.31)

Process Development Agreement between the Registrant and Genentech, Inc., dated as of May 3, 2006*

(10.32)

Amendment to License Agreement for Anti-HER2 Antibodies between the Registrant and Genentech, dated as of May 3, 2006*

(10.33)x

2004 Non-Employee Director Compensation and Deferred Share Unit Plan(20)

(10.34)x

Separation Agreement with Virginia A. Lavery, dated October 22, 2004(22)

(10.35)x

Offer Letter issued to Christopher U. Missling, Ph.D., dated September 27, 2004(22)

(10.36)

Sublease Agreement by and between the Registrant and Alkermes, Inc., dated as of September 15, 2004(22)

(10.37)

Development and License Agreement by and between the Registrant and Biogen Idec, Inc., dated October 1, 2004(23)

(10.38)

Development and License Agreement by and between the Regis trant and Centocor, Inc., dated December 23, 2004(23)

(10.39)x

Separation Agreement with Christopher Missling, Ph.D., dated January 5, 2005(24)

(21)

Subsidiaries of the Registrant

(23)

Consent of Ernst & Young LLP

(31.1)

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

(31.2)

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

(32)

___________

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)

Previously filed with the Commission as Exhibits to, and incorporated then herein by reference from, the Registrant's Registration Statement on Form S-1, File No. 33-38883.

(2)

Previously filed with the Commission as Exhibit 3.1, and incorporated herein by reference from, the Registrant's current report on Form 8-K, filed on November 4, 2005.

(3)

Previously filed with the Commission as an exhibit to, and incorporated herein by reference from, the Registrant's annual report on Form 10-K for the year ended June 30, 1997.

(4)

Previously filed with the Commission as Exhibits to, and incorporated herein by reference from, the Registrant's Registration Statement on Form S-1, File No. 33-31219.

(5)

Previously filed with the Commission as Exhibits to, and incorporated herein by reference from, the Registrant's quarterly report on Form 10-Q for the quarter ended December 31, 1992.

(6)

Previously filed with the Commission as Exhibit No. 10.10 to, and incorporated herein by reference from, the Registrant's Registration Statement on Form S-1, File No. 33-31219.

(7)

Previously filed with the Commission as Exhibit No. 10.10a to, and incorporated herein by reference from, the Registrant's Registration Statement on Form S-1, File No. 33-43725, as amended.

(8)

Previously filed with the Commission as Exhibits to, and incorporated herein by reference from the Registrant's annual report on Form 10-K for the year ended June 30, 1994.

(9)

Previously filed with the Commission as Exhibit No. 10.15 to, and incorporated herein by reference from, the Registrant's Registration Statement on Form S-1, File No. 33-38883.

(10)

Previously filed as Exhibit 10.26 to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1995, and incorporated herein by reference.

(11)

Previously filed as Exhibit 10.29 to the Registrant's Current Report on Form 8-K for the June 6, 1996 event, and incorporated herein by reference.

(12)

Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's quarterly report on Form 10-Q for the quarter ended December 31, 1998.

(13)

Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's annual report on Form 10-K for the fiscal year ended June 30, 2000.

(14)

Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's current report on Form 8-K filed October 10, 2000.

(15)

Previously filed as an exhibit to, and incorpo rated herein by reference from, the Registrant's current report on Form 8-K/A filed October 10, 2000.

(16)

Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2001.

(17)

Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's Registration Statement on Form S-8, File No. 33-75372

(18)

Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's quarterly report, as amended on Form 10-Q/A for the fiscal quarter ended December 31, 2001.

(19)

Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2004.

(20)

Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's annual report on Form 10-K for the fiscal year ended June 30, 2004, and incorporated herein by reference.

(21)

Previously filed as an exhibit to the Registrant's current report on Form 8-K filed on February 7, 2006.

(22)

Previously filed as an exhibit to, and incorporated herein by reference from the Registrant's quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2004.

(23)

Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2004.

(24)

Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's quarterly report , as filed with the 10-Q for the quarter ended March 30, 2005.

(25)

Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's annual report on Form 10-K for the fiscal year ended June 30, 2005, and incorporated herein by reference.

(x)

Exhibit is a management contract or compensatory plan, contract or arrangement required to be filed as an exhibit to Form 10-K.

(*)

The Registrant has filed a confidential treatment request with the Commission with respect to this document.

ImmunoGen, INC.
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
(In thousands)

COLUMN A - DESCRIPTION	COLUMN B		COLUMN C - ADDITIONS				COLUMN D			COLUMN E
Inventory Write-downs	Balance At Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts		Use of Zero Value Inventory			Balance at End of Period
Year End June 30, 2006	$	3,686		153		-		(917	)	$	2,922
Year End June 30, 2005	$	1,684		2,312		-		(310	)	$	3,686
Year End June 30, 2004	$	1,197		777		-		(290	)	$	1,684

EXHIBIT 21

SUBSIDIARIES

ImmunoGen Securities Corp., a Massachusetts corporation

ImmunoGen Europe Limited, a United Kingdom corporation

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements (Form S-3 Nos. 333-02441, 333-07661, 333-15819, 333-22 153, 333-31795, 333-48042, 333-48385, 333-57234 and 333-100123 and Form S-8 Nos. 333-122553, 3 33-41534, 333-73544, 333-47543, 333-53292, 333-75372 and 333-75374) of ImmunoGen, Inc. and in the related Prospectuses of our reports dated August 24, 2006, with respect to the consolidated financial statements and schedule of ImmunoGen, Inc., ImmunoGen, Inc. management's assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of ImmunoGen, Inc., included in the Annual Report (Form 10-K) for the year ended June 30, 2006.

/s/ ERNST & YOUNG LLP

Boston, Massachusetts
August 24, 2006

EXHIBIT 31.1

CERTIFICATIONS

I, Mitchel Sayare, certify that:

I have reviewed this annual report of ImmunoGen, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
1. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
2. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
3. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
4. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
1. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 28, 2006

EXHIBIT 31.2

CERTIFICATIONS

I, Daniel M. Junius, certify that:

I have reviewed this annual report of ImmunoGen, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
1. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
2. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
3. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
4. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
1. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 28, 2006

EXHIBIT 32

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of ImmunoGen, Inc., a Massachusetts corporation (the "Company"), does hereby certify, to such officer's knowledge, that:

The Annual Report for the year ended June 30, 2006 (the "Form 10-K") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 28, 2006

Signature	Title	Date
/s/ MITCHEL S AYARE Mitchel Sayare	Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)	August 28, 2006
/s/ WALTER A. BLÄTTLER Walter A. Blättler	Executive Vice President, Science and Technology, and Director	August 28, 2006
/s/ DANIEL M. JUNIUS Daniel M. Junius	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	August 28, 2006
/s/ DAVID W. CARTER David W. Carter	Director	August 28, 2006
/s/ STUART F. FEINER Stuart F. Feiner	Director	August 28, 2006
/s/ NICOLE ONETTO, M.D. Nicole Onetto	Director	August 28, 2006
/s/ MARK SKALETSKY Mark Skaletsky	Director	August 28, 2006
/s/ JOSEPH VILLAFRANCA Joseph Villafranca	Director	August 28, 2006

Exhibit No. __________		Description ___________________________________________________________________________________
(3.1)		Restated Articles of Organization(1)
(3.2)		Articles of Amendment to Restated Articles of Organization(16)
(3.3)		By-Laws, as amended(2)
(4.1)		Article 4 of the Restated Articles of Organization as amended (See Exhibits 3.1 and 3.2)(1)
(4.2)		Form of Common Stock Certificate(6)
(10.1)		Research and License Agreement dated as of May 22, 1981 by and between the Registrant and Sidney Farber Cancer Institute, Inc. (now Dana-Farber Cancer Institute, Inc.) with addenda dated as of August 13, 1987 and August 22, 1989(4)
(10.2)		Amended and Restated Registration Rights Agreement dated as of December 23, 1988 by and among the Registrant and various beneficial owners of the Registrant's securities(4)
(10.3)x		Restated Stock Option Plan(21)
(10.3.1)x		Form of Incentive Stock Option Agreement(21)
(10.3.2)x		Form of Non-Qualified Stock Option Agreement(21)
(10.4)x		Letter Agreement Regarding Employment dated as of October 1, 1987 between the Registrant and Dr. Walter A. Bälttler(4)
(10.5)		Lease dated May 15, 1997 by and between Harry F. Stimpson, III, as trustees, lessor, and the Registrant, lessee(3)
(10.6)		Leases dated as of December 1, 1986 and June 21, 1988 by and between James H. Mitchell, Trustee of New Providence Realty Trust, lessor, and Charles River Biotechnical Services, Inc. ("Lessee") together with Assignment of Leases dated June 29, 1989 between Lessee and the Registrant(6)
(10.7)		First Amendment, dated as of May 9, 1991, to Lease dated as of June 21, 1988 by and between James A. Mitchell, Trustee of New Providence Realty Trust, lessor, and the Registrant(7)
(10.8)		Confirmatory Second Amendment to Lease dated June 21, 1988 by and between James A. Mitchell, Trustee of New Providence Realty Trust, lessor, and the Registrant, Lessee(3)
(10.9)x		Letter Agreement Regarding Compensation of Mitchel Sayare, dated April 29, 1994(8)
(10.10)		Lease dated as of December 23, 1992 by and between Massachusetts Institute of Technology, lessor, and the Registrant, lessee(5)
(10.11)		Option Agreement dated April 5, 1990 by and between the Registrant and Takeda Chemical Industries, Ltd.(9)
(10.12)		Amendment to Lease dated August 31, 1995 between Massachusetts Institute of Technology, as lessor, and the Registrant, as lessee(10)
(10.13)		Letter Agreement dated as of June 6, 1996 by and among the Registrant and Capital Ventures International regarding an amendment to their agreement dated March 15, 1996(11)
(10.14)		Registration Agreement dated July 31, 1997 between Apoptosis Technology, Inc. and the Registrant(3)
(10.15)		License Agreement dated effective June 1, 1998 by and between the Registrant and Pharmacia & Upjohn AB*(3)
(10.16)		License Agreement dated February 1, 1999 be tween the Registrant and SmithKline Beecham Corporation*(12)
(10.17)		Stock Purchase Agreement dated February 1, 1999 between the Registrant and SmithKline Beecham plc*(12)
(10.18)		License Agreement dated effective May 2, 2000 by and between the Registrant and Genentech, Inc.*(13)
(10.19)		Heads of Agreement dated effective May 2, 2000 by and between the Registrant and Genentech, Inc.*(13)
(10.20)		Development, Commercialization and License Agreement dated effective May 4, 2000 by and between the Registrant and British Biotech Pharmaceuticals Limited*(13)
(10.21)		Collaboration and License Agreement dated as of September 29, 2000 by and between the Company and MorphoSys AG*(14)
(10.22)		Option and License Agreement dated September 5, 2000 by and between Abgenix, Inc. and the Company*(15)
(10.23)		Letter Agreement for Stock Purchase dated September 6, 2000 by and between Abgenix, Inc. and the Company*(15)
(10.24)		Agreement between ImmunoGen, Inc. and Millennium Pharmaceuticals, Inc., dated March 30, 2001*(16)
(10.25)		Agreement between ImmunoGen, Inc. and Raven Biotechnologies, Inc., dated March 28, 2001*(16)
(10.26)		Development and License Agreement dated effective November 27, 2001 by and between the Registrant and Boehringer Ingelheim International GmbH*(18)
(10.28)		Termination of the Developmental, Commercialization and License Agreement made between Vernalis (R&D) Limited, dated January 2004*(19)
(10.29)		Biopharmaceutical Development and Services Agreement dated April 16, 2004 by and between Laureate Pharma, L.P. and the Company*(20)
(10.30)x		Letter Agreement Regarding Employment dated as of April 18, 2005 between the Registrant and Mr. Daniel M. Junius(25)
(10.31)		Process Development Agreement between the Registrant and Genentech, Inc., dated as of May 3, 2006*
(10.32)		Amendment to License Agreement for Anti-HER2 Antibodies between the Registrant and Genentech, dated as of May 3, 2006*
(10.33)x		2004 Non-Employee Director Compensation and Deferred Share Unit Plan(20)
(10.34)x		Separation Agreement with Virginia A. Lavery, dated October 22, 2004(22)
(10.35)x		Offer Letter issued to Christopher U. Missling, Ph.D., dated September 27, 2004(22)
(10.36)		Sublease Agreement by and between the Registrant and Alkermes, Inc., dated as of September 15, 2004(22)
(10.37)		Development and License Agreement by and between the Registrant and Biogen Idec, Inc., dated October 1, 2004(23)
(10.38)		Development and License Agreement by and between the Regis trant and Centocor, Inc., dated December 23, 2004(23)
(10.39)x		Separation Agreement with Christopher Missling, Ph.D., dated January 5, 2005(24)
(21)		Subsidiaries of the Registrant
(23)		Consent of Ernst & Young LLP
(31.1)		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith
(31.2)		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith
(32) ___________		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)		Previously filed with the Commission as Exhibits to, and incorporated then herein by reference from, the Registrant's Registration Statement on Form S-1, File No. 33-38883.
(2)		Previously filed with the Commission as Exhibit 3.1, and incorporated herein by reference from, the Registrant's current report on Form 8-K, filed on November 4, 2005.
(3)		Previously filed with the Commission as an exhibit to, and incorporated herein by reference from, the Registrant's annual report on Form 10-K for the year ended June 30, 1997.
(4)		Previously filed with the Commission as Exhibits to, and incorporated herein by reference from, the Registrant's Registration Statement on Form S-1, File No. 33-31219.
(5)		Previously filed with the Commission as Exhibits to, and incorporated herein by reference from, the Registrant's quarterly report on Form 10-Q for the quarter ended December 31, 1992.
(6)		Previously filed with the Commission as Exhibit No. 10.10 to, and incorporated herein by reference from, the Registrant's Registration Statement on Form S-1, File No. 33-31219.
(7)		Previously filed with the Commission as Exhibit No. 10.10a to, and incorporated herein by reference from, the Registrant's Registration Statement on Form S-1, File No. 33-43725, as amended.
(8)		Previously filed with the Commission as Exhibits to, and incorporated herein by reference from the Registrant's annual report on Form 10-K for the year ended June 30, 1994.
(9)		Previously filed with the Commission as Exhibit No. 10.15 to, and incorporated herein by reference from, the Registrant's Registration Statement on Form S-1, File No. 33-38883.
(10)		Previously filed as Exhibit 10.26 to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1995, and incorporated herein by reference.
(11)		Previously filed as Exhibit 10.29 to the Registrant's Current Report on Form 8-K for the June 6, 1996 event, and incorporated herein by reference.
(12)		Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's quarterly report on Form 10-Q for the quarter ended December 31, 1998.
(13)		Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's annual report on Form 10-K for the fiscal year ended June 30, 2000.
(14)		Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's current report on Form 8-K filed October 10, 2000.
(15)		Previously filed as an exhibit to, and incorpo rated herein by reference from, the Registrant's current report on Form 8-K/A filed October 10, 2000.
(16)		Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2001.
(17)		Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's Registration Statement on Form S-8, File No. 33-75372
(18)		Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's quarterly report, as amended on Form 10-Q/A for the fiscal quarter ended December 31, 2001.
(19)		Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2004.
(20)		Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's annual report on Form 10-K for the fiscal year ended June 30, 2004, and incorporated herein by reference.
(21)		Previously filed as an exhibit to the Registrant's current report on Form 8-K filed on February 7, 2006.
(22)		Previously filed as an exhibit to, and incorporated herein by reference from the Registrant's quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2004.
(23)		Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2004.
(24)		Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's quarterly report , as filed with the 10-Q for the quarter ended March 30, 2005.
(25)		Previously filed as an exhibit to, and incorporated herein by reference from, the Registrant's annual report on Form 10-K for the fiscal year ended June 30, 2005, and incorporated herein by reference.
(x)		Exhibit is a management contract or compensatory plan, contract or arrangement required to be filed as an exhibit to Form 10-K.
(*)		The Registrant has filed a confidential treatment request with the Commission with respect to this document.