PART IV
Item 15. Exhibits, Financial
Statement Schedules.
(a) Financial Statements
(1) 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 or the required information appears
in the Consolidated Financial Statements or Notes thereto.
(2) The following schedule is filed as part of this Form 10-K:
Schedule II—Valuation and Qualifying Accounts for the years ended
June 30, 2005, 2004 and 2003.
(3) See Exhibit Index
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.
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IMMUNOGEN, INC. |
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By: |
/s/ MITCHEL SAYARE |
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Mitchel Sayare |
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Chairman
of the Board and |
Dated: August 26, 2005 |
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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.
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Signature |
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Title |
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Date |
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/s/ MITCHEL SAYARE |
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Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer) |
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August 26, 2005 |
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Mitchel Sayare |
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| /s/ WALTER A. BLÄTTLER |
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Executive Vice President, Science and Technology, and Director |
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August 26, 2005 |
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Walter A. Blättler |
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| /s/ DANIEL M. JUNIUS |
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Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
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August 26, 2005 |
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Daniel M. Junius |
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| /s/ KARLEEN M. OBERTON |
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Senior Corporate Controller (Principal Accounting Officer) |
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August 26, 2005 |
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Karleen M. Oberton |
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| /s/ DAVID W. CARTER |
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Director |
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August 26, 2005 |
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David W. Carter |
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| /s/ STUART F. FEINER |
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Director |
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August 26, 2005 |
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Stuart F. Feiner |
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| /s/ MARK SKALETSKY |
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Director |
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August 26, 2005 |
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Mark Skaletsky |
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| /s/ JOSEPH VILLAFRANCA |
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Director |
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August 26, 2005 |
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Joseph Villafranca |
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| /s/ NICOLE ONETTO, M.D. |
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Director |
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August 26, 2005 |
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Nicole Onetto, M.D. |
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INDEX TO EXHIBITS
Exhibit No. |
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Description |
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(3.1 |
) |
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Restated Articles of Organization(1) |
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(3.2 |
) |
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Articles of Amendment to Restated Articles of Organization(18) |
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(3.3 |
) |
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By-Laws, as amended(2) |
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(4.1 |
) |
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Article 4 of the Restated Articles of Organization as amended (See Exhibits 3.1 and 3.2)(1) |
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(4.2 |
) |
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Form of Common Stock Certificate(6) |
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(10.1 |
) |
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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) |
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(10.2 |
) |
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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) |
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(10.3 |
)x |
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Restated Stock Option Plan(20) |
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(10.4 |
)x |
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Letter Agreement Regarding Employment dated as of October 1, 1987 between the Registrant and Dr. Walter A. Blattler(4) |
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(10.5 |
) |
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Lease dated May 15, 1997 by and between Harry F. Stimpson, III, as trustees, lessor, and the Registrant, lessee(3) |
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(10.6 |
) |
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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) |
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(10.7 |
) |
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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) |
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(10.8 |
) |
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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) |
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(10.9 |
)x |
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Letter Agreement Regarding Compensation of Mitchel Sayare, dated April 29, 1994 (8) |
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(10.10 |
) |
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Lease dated as of December 23, 1992 by and between Massachusetts Institute of Technology, lessor, and the Registrant, lessee(5) |
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(10.11 |
) |
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Option Agreement dated April 5, 1990 by and between the Registrant and Takeda Chemical Industries, Ltd.(9) |
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(10.16 |
) |
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Amendment to Lease dated August 31, 1995 between Massachusetts Institute of Technology, as lessor, and the Registrant, as lessee(10) |
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(10.20 |
) |
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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) |
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(10.28 |
) |
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Registration Agreement dated July 31, 1997 between Apoptosis Technology, Inc. and the Registrant(3) |
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(10.43 |
) |
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License Agreement dated effective June 1, 1998 by and between the Registrant and Pharmacia & Upjohn AB*(3) |
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(10.44 |
) |
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License Agreement dated February 1, 1999 between the Registrant and SmithKline Beecham Corporation*(12) |
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(10.45 |
) |
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Stock Purchase Agreement dated February 1, 1999 between the Registrant and SmithKline Beecham plc*(12) |
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(10.46 |
) |
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License Agreement dated effective May 2, 2000 by and between the Registrant and Genentech, Inc.*(14) |
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(10.47 |
) |
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Heads of Agreement dated effective May 2, 2000 by and between the Registrant and Genentech, Inc.*(14) |
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(10.48 |
) |
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Development, Commercialization and License Agreement dated effective May 4, 2000 by and between the Registrant and British Biotech Pharmaceuticals Limited*(14) |
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(10.49 |
) |
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Collaboration and License Agreement dated as of September 29, 2000 by and between the Company and MorphoSys AG.*(15) |
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(10.50 |
) |
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Option and License Agreement dated September 5, 2000 by and between Abgenix, Inc. and the Company.*(16) |
(1) 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. 33-38883.
(2) 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 fiscal year ended June 30, 1990.
(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 fiscal 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 exhibits to the Registrant’s
Current Report on Form 8-K for the March 25, 1996 event, 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, 1998.
(14) 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.
(15) 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.
(16) Previously filed as an exhibit to, and incorporated herein
by reference from, the Registrant’s current report on Form 8-K/A
filed October 10, 2000.
(17) 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.
(18) 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, 2001.
(19) Previously filed as exhibit to, and incorporated herein
by reference from, the Registrants Registration Statements
on Form S-8,
File No. 333-75374
(20) Previously filed as an exhibit to, and incorporated herein
by reference from, the Registrants Registration Statement on
Form S-8,
File No. 333-75372.
(21) 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.
(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
COLUMN A — DESCRIPTION |
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COLUMN B |
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COLUMN C — ADDITIONS |
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COLUMN D |
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COLUMN E |
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Inventory Reserves |
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Balance At Beginning Of Period |
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Charged to Costs and Expenses |
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Charged to Other Accounts |
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Deductions - Inventory Write Off |
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Balance at End of Period |
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Year End June 30, 2005 |
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$ |
1,684 |
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2,312 |
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— |
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(310 |
) |
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$ |
3,686 |
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Year End June 30, 2004 |
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$ |
1,197 |
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777 |
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— |
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(290 |
) |
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$ |
1,684 |
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Year End June 30, 2003 |
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$ |
261 |
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1,057 |
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— |
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(121 |
) |
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$ |
1,197 |
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Prepaid and Other Current Asset Reserves |
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Year End June 30, 2005 |
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$ |
— |
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— |
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— |
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— |
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$ |
— |
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Year End June 30, 2004 |
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$ |
— |
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— |
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— |
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— |
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$ |
— |
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Year End June 30, 2003 |
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$ |
492 |
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— |
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— |
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(492 |
) |
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$ |
— |
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S-I
Exhibit 10.58
128 Sidney Street, Cambridge, MA 02139-4239
TEL: (617) 995-2500 FAX: (617) 995-2510
April 18, 2005
Daniel M. Junius
140 Mack Hill Road
Amherst, NH 03031
Dear Dan:
I am delighted to offer you the full-time position of Chief
Financial Officer and Senior Vice President, Finance at ImmunoGen,
Inc (“ImmunoGen” or the “Company”). Your employment
will commence on May 9, 2005, and you shall initially be paid at a
bi-weekly rate of $11,538.46, which annualized equals $300,000.00
per year, less applicable federal, state and/or local payroll and withholding
taxes.
Also in consideration of your employment by the Company, we
will recommend to the Board of Directors, for their approval,
a grant of 200,000 stock options under the Company’s Stock Option Plan. Your
options will vest at a rate of 25 percent per year for four years beginning
on the first anniversary of your effective date of employment with ImmunoGen. The
exercise price for these options will be the closing sale price of the
Company’s Common Stock as listed on the NASDAQ on your effective
date of employment.
You will also be entitled to participate in the Company’s benefit
plans to the same extent as, and subject to the same terms, conditions
and limitations as a generally applicable to, full-time employees of ImmunoGen
of similar rank and tenure. These benefits currently include, paid
vacation time, life, health, dental and disability insurance. With
respect to your annual vacation allotment, however, you will be able to
accrue up to five (5) weeks of paid vacation per year. For a
more detailed understanding of the benefits and the eligibility
requirements, please consult the summary plan descriptions for the programs
that will be made available to you. Please note that your compensation
and or benefits may be modified in any way, at any time, by ImmunoGen at
its sole discretion, with or without prior notice.
Your duties as an employee of the Company shall be as determined
by me in consultation with you, and you agree to devote your
best efforts and full business time to the performance of such
responsibilities. In
addition, you will be eligible for an annual bonus of up to 35% of your
annual salary. Bonuses are at the discretion of the Board of Directors,
and are based on Company and individual performance.
In addition, ImmunoGen is required by the Immigration and Naturalization
Service to verify that each employee is eligible to work in
the United States. To that end, a list of acceptable forms of identification
is attached. Please bring with you one item on List A, or a combination
of one item on List B and List C. This verification must occur by
the third day of your employment.
In the event your employment
is terminated by the Company without Cause, you will be eligible
to receive payments in an amount equal to twelve (12) months
of your annual Base Salary in effect immediately prior to such
termination. Such
payments would be made by the Company in accordance with its
then established payroll practices and would be less any applicable federal,
state, local or other employment-related deductions. Such payments
would be contingent upon you signing and complying with the terms
of a separation agreement following your separation from the
Company, which agreement would contain, among other obligations, a release
of claims, a return of all Company property and re-payment
of any amounts owed by you to the Company, continued compliance
with your obligations under any confidentiality and work product
agreement(s) signed by you, and non-disparagement obligations.
For purposes of this provision, “Cause” shall mean: (a) the
continued failure substantially to perform your duties and responsibilities
hereunder; provided, however, that you first shall be provided with written
notice of the Company’s intention to terminate your employment for
Cause and you shall have ten (10) days from the date of such notice
to cure such non-performance to the Company’s satisfaction, if curable;
(b) any willful misconduct or gross negligence which materially injures
or threatens to injure the Company’s business or reputation, monetarily
or otherwise; (c) your material violation of a Company policy (including
but not limited to policies regarding discrimination, harassment, or violence);
(d) your willful violation of a material provision of the terms of
your Proprietary Information and Inventions Agreement; (e) your conviction
of a crime, in connection with the performance of your duties and responsibilities
hereunder, or which otherwise materially and adversely affects your ability
to perform such duties and responsibilities, or which materially and adversely
affects or threatens to affect the business or reputation of the Company;
or (f) any other conduct that constitutes cause as that term has been
defined by Massachusetts law.
While we anticipate that our relationship will be a long and
mutually rewarding one, your employment, of course, will be
at-will, terminable by either you or the Company at any time,
for any or no reason, with or without prior notice or cause. On your first day of employment, you
will be required to sign both our Proprietary Information and Inventions
Agreement and the Company’s Insider Trading Policy, acknowledging
that you understand and agree to be bound by these agreements. Copies
of each are enclosed. You are also asked to acknowledge and agree that
your employment by the Company will not violate any agreement, which you
may have with any third party. Please acknowledge your understanding
and agreement with the terms of your employment as set forth
in this letter by signing below.
I look forward to a long and productive relationship with you.
Sincerely,
/s/ Mitchel Sayare
Mitchel Sayare
Acknowledged and Agreed to:
/s/ Daniel M. Junius
9/25/05
Daniel M. Junius
Date
MS/lb
Enclosure
EXHIBIT 21
SUBSIDIARIES
ImmunoGen Securities Corp., a Massachusetts corporation
EXHIBIT 23.1
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, 333-22153,
333-31795, 333-48042, 333-48385, 333-57234 and 333-100123 and
Form S-8
Nos. 333-122553, 333-41534, 333-73544, 333-47543, 333-53292,
333-75372 and 333-75374) of ImmunoGen, Inc. and in the related Prospectuses
of our reports dated August 17, 2005, with respect to the consolidated
financial statements and financial statement 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,
2005.
/s/ Ernst & Young LLP
Boston, Massachusetts
August 22, 2005
EXHIBIT 31.1
CERTIFICATIONS
I, Mitchel Sayare, certify that:
1. I have reviewed this annual report of ImmunoGen, Inc.;
2. 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;
3. 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;
4. 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:
a) 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;
b) 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;
c) 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
d) 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
5. 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):
a) 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
b) 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 26, 2005
/s/ MITCHEL SAYARE
Mitchel Sayare
Chairman of the Board of Directors,
Chief Executive Officer and President
EXHIBIT 31.2
CERTIFICATIONS
I, Daniel M. Junius, certify that:
1. I have reviewed this annual report of ImmunoGen, Inc.;
2. 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;
3. 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;
4. 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:
a) 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;
b) 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;
c) 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
d) 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
5. 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):
a) 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
b) 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 26, 2005
/s/ DANIEL M. JUNIUS
Daniel M. Junius
Senior Vice President and Chief Financial Officer
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, 2005 (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 26, 2005
/s/ MITCHEL SAYARE
Mitchel Sayare
Chairman of the Board of Directors,
Chief Executive Officer and President
Dated: August 26, 2005
/s/ DANIEL M. JUNIUS
Daniel M. Junius
Senior Vice President and Chief Financial Officer
