Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(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, 2004, 2003 and 2002.
(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) |
| |
|
|
76
(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) |
(10.46) |
|
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) |
(10.56) |
|
Termination of the Developmental, Commercialization and License Agreement made between Vernalis (R&D) Limited, dated January 2004.*(21) |
(10.57) |
|
Biopharmaceutical Development and Services Agreement dated April 16, 2004 by and between Laureate Pharma, L.P. and the Company* |
(10.58) |
x |
2004 Non-Employee Director Compensation and Deferred Share Unit Plan |
(21) |
|
Subsidiaries of the Registrant, filed herewith |
(23) |
|
Consent of Ernst & Young LLP, filed herewith |
(31.1) |
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith |
| |
|
|
77
(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, 1998.
- (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.
78
- (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.
- (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.
79
Return to 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. |
|
|
By: |
/s/ MITCHEL SAYARE
Mitchel Sayare
Chairman of the Board and
Chief Executive Officer |
| Dated: August 20, 2004 |
|
|
|
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) |
|
August 20, 2004 |
/s/ WALTER A. BLÄTTLER
Walter A. Blättler |
|
Executive Vice President, Science and Technology, and Director |
|
August 20, 2004 |
/s/ VIRGINIA A. LAVERY
Virginia A. Lavery |
|
Vice President, Finance and Treasurer (principal accounting executive) |
|
August 20, 2004 |
/s/ DAVID W. CARTER
David W. Carter |
|
Director |
|
August 20, 2004 |
/s/ STUART F. FEINER
Stuart F. Feiner |
|
Director |
|
August 20, 2004 |
/s/ MARK SKALETSKY
Mark Skaletsky |
|
Director |
|
August 20, 2004 |
/s/ JOSEPH VILLAFRANCA
Joseph Villafranca |
|
Director |
|
August 20, 2004 |
80
Return to 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(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) |
| (10.46) |
|
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) |
| (10.56) |
|
Termination of the Developmental, Commercialization and License Agreement made between Vernalis (R&D) Limited, dated January 2004*(21) |
| (10.57) |
|
Biopharmaceutical Development and Services Agreement dated April 16, 2004 by and between Laureate Pharma, L.P. and the Company* |
| (10.58) |
x |
2004 Non-Employee Director Compensation and Deferred Share Unit Plan, filed herewith. |
| (21) |
|
Subsidiaries of the Registrant, filed herewith |
| (23) |
|
Consent of Ernst & Young 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.
- (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
|
|
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, 2004 |
|
$ |
1,197,088 |
|
776,691 |
|
— |
|
(290,020 |
) |
$ |
1,683,759 |
| 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 |
Prepaid and Other Current Asset Reserves
|
|
|
|
|
|
|
|
|
|
|
| Year End June 30, 2004 |
|
$ |
— |
|
— |
|
— |
|
— |
|
$ |
— |
| Year End June 30, 2003 |
|
$ |
492,361 |
|
— |
|
— |
|
(492,361 |
) |
$ |
— |
| Year End June 30, 2002 |
|
$ |
— |
|
492,361 |
|
— |
|
— |
|
$ |
492,361 |
S-I
Return to Table of Contents
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