PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- (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, 2003, 2002 and 2001.
(3) Exhibits
| Exhibit No. |
Description
|
|
|---|---|---|
| (3.1) | Restated Articles of Organization(1) | |
(3.2) |
Articles of Amendment to Restated Articles of Organization(18) |
|
(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(20) |
(10.4) |
x |
Letter Agreement Regarding Employment dated as of October 1, 1987 between the Registrant and Dr. Walter A. Blattler(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) |
|
77
(10.11) |
Option Agreement dated April 5, 1990 by and between the Registrant and Takeda Chemical Industries, Ltd.(9) |
|
(10.16) |
Amendment to Lease dated August 31, 1995 between Massachusetts Institute of Technology, as lessor, and the Registrant, as lessee(10) |
|
(10.20) |
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) |
|
(10.28) |
Registration Agreement dated July 31, 1997 between Apoptosis Technology, Inc. and the Registrant(3) |
|
(10.43) |
License Agreement dated effective June 1, 1998 by and between the Registrant and Pharmacia & Upjohn AB*(3) |
|
(10.44) |
License Agreement dated February 1, 1999 between the Registrant and SmithKline Beecham Corporation*(12) |
|
(10.45) |
Stock Purchase Agreement dated February 1, 1999 between the Registrant and SmithKline Beecham plc*(12) |
|
(10.46) |
License Agreement dated effective May 2, 2000 by and between the Registrant and Genentech, Inc.*(14) |
|
(10.47) |
Heads of Agreement dated effective May 2, 2000 by and between the Registrant and Genentech, Inc.*(14) |
|
(10.48) |
Development, Commercialization and License Agreement dated effective May 4, 2000 by and between the Registrant and British Biotech Pharmaceuticals Limited*(14) |
|
(10.49) |
Collaboration and License Agreement dated as of September 29, 2000 by and between the Company and MorphoSys AG.*(15) |
|
(10.50) |
Option and License Agreement dated September 5, 2000 by and between Abgenix, Inc. and the Company.*(16) |
|
(10.51) |
Letter Agreement for Stock Purchase dated September 6, 2000 by and between Abgenix, Inc. and the Company.*(16) |
|
(10.52) |
Agreement between ImmunoGen, Inc. and Millennium Pharmaceuticals, Inc., dated March 30, 2001.*(17) |
|
(10.53) |
Agreement between ImmunoGen, Inc. and Raven Biotechnologies, Inc., dated March 28, 2001.*(17) |
|
(10.54) |
Development and License Agreement dated effective November 27, 2001 by and between the Registrant and Boehringer Ingelheim International GmbH.*(18) |
|
(10.55) |
x |
2001 Non-Employee Director Stock Plan(19) |
(21) |
Subsidiaries of the Registrant, filed herewith |
|
(23) |
Consent of Ernst & Young LLP, filed herewith |
|
(24) |
Consent of PricewaterhouseCoopers LLP, filed herewith |
|
(31.1) |
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith |
|
78
(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, filed herewith |
- (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 in 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.
79
- (19) Previously filed as exhibit to, and incorporated
herein by reference from, the Registrant's Registration Statements on
Form S-8, File No. 333-75374
- (20) Previously filed as an exhibit to, and incorporated
herein by reference from, the Registrant's Registration Statements on
Form S-8, File No. 333-75372
- (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.
80
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. | |||
By: |
/s/ MITCHEL SAYARE Mitchel Sayare Chairman of the Board and Chief Executive Officer |
||
| Dated: September 26, 2003 | |||
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
SAYARE
Mitchel Sayare |
Chairman of the Board of Directors, Chief Executive Officer and President (principal executive) | September 26, 2003 | ||
/s/ WALTER A. BLÄTTLER Walter A. Blättler |
Executive Vice President, Science and Technology, and Director |
September 26, 2003 |
||
/s/ GREGG D. BELOFF Gregg D. Beloff |
Vice President and Chief Financial Officer |
September 26, 2003 |
||
/s/ DAVID W. CARTER David W. Carter |
Director |
September 26, 2003 |
||
/s/ MICHAEL R. EISENSON Michael R. Eisenson |
Director |
September 26, 2003 |
||
/s/ STUART F. FEINER Stuart F. Feiner |
Director |
September 26, 2003 |
||
/s/ MARK SKALETSKY Mark Skaletsky |
Director |
September 26, 2003 |
81
INDEX TO EXHIBITS
| Exhibit No. |
Description
|
|
|---|---|---|
| (3.1) | Restated Articles of Organization(1) | |
| (3.2) | Articles of Amendment to Restated Articles of Organization(18) | |
| (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(20) |
| (10.4) | x | Letter Agreement Regarding Employment dated as of October 1, 1987 between the Registrant and Dr. Walter A. Blattler(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) | |
| (10.16) | Amendment to Lease dated August 31, 1995 between Massachusetts Institute of Technology, as lessor, and the Registrant, as lessee(10) | |
| (10.20) | 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) | |
| (10.28) | Registration Agreement dated July 31, 1997 between Apoptosis Technology, Inc. and the Registrant(3) | |
| (10.43) | License Agreement dated effective June 1, 1998 by and between the Registrant and Pharmacia & Upjohn AB*(3) | |
| (10.44) | License Agreement dated February 1, 1999 between the Registrant and SmithKline Beecham Corporation*(12) | |
| (10.45) | Stock Purchase Agreement dated February 1, 1999 between the Registrant and SmithKline Beecham plc*(12) | |
| (10.46) | License Agreement dated effective May 2, 2000 by and between the Registrant and Genentech, Inc.*(14) | |
| (10.47) | Heads of Agreement dated effective May 2, 2000 by and between the Registrant and Genentech, Inc.*(14) | |
| (10.48) | Development, Commercialization and License Agreement dated effective May 4, 2000 by and between the Registrant and British Biotech Pharmaceuticals Limited*(14) | |
| (10.49) | Collaboration and License Agreement dated as of September 29, 2000 by and between the Company and MorphoSys AG.*(15) | |
| (10.50) | Option and License Agreement dated September 5, 2000 by and between Abgenix, Inc. and the Company.*(16) | |
| (10.51) | Letter Agreement for Stock Purchase dated September 6, 2000 by and between Abgenix, Inc. and the Company.*(16) | |
| (10.52) | Agreement between ImmunoGen, Inc. and Millennium Pharmaceuticals, Inc., dated March 30, 2001.*(17) | |
| (10.53) | Agreement between ImmunoGen, Inc. and Raven Biotechnologies, Inc., dated March 28, 2001.*(17) | |
| (10.54) | Development and License Agreement dated effective November 27, 2001 by and between the Registrant and Boehringer Ingelheim International GmbH.*(18) | |
| (10.55) | x | 2001 Non-Employee Director Stock Plan(19) |
| (21) | Subsidiaries of the Registrant, filed herewith | |
| (23) | Consent of Ernst & Young LLP, filed herewith | |
| (24) | Consent of PricewaterhouseCoopers LLP, filed herewith | |
| (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, filed herewith |
- (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 in 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 Statements on
Form S-8, File No. 333-75372
- (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
|
COLUMN B
|
COLUMN C — ADDITIONS
|
COLUMN D
|
COLUMN E
|
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Inventory Reserves |
Balance At Beginning Of Period |
Charged to Costs and Expenses |
Charged to Other Accounts |
Deductions - Inventory Write Off |
Balance at End of Period |
|||||||
| Year End June 30, 2003 | $ | 260,938 | 1,056,607 | — | (120,457 | ) | $ | 1,197,088 | ||||
| Year End June 30, 2002 | $ | — | 1,986,239 | — | (1,725,301 | ) | $ | 260,938 | ||||
| Year End June 30, 2001 | $ | — | — | — | — | $ | — | |||||
Prepaid and Other Current Asset Reserves |
||||||||||||
| Year End June 30, 2003 | $ | 492,361 | — | — | (492,361 | ) | $ | — | ||||
| Year End June 30, 2002 | $ | — | 492,361 | — | — | $ | 492,361 | |||||
| Year End June 30, 2001 | $ | — | — | — | — | $ | — | |||||
S-I