Immunogen Inc Sample Contracts

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EXHIBIT 1.1 4,000,000 SHARES IMMUNOGEN, INC. COMMON STOCK $.01 PAR VALUE UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • October 27th, 2000 • Immunogen Inc • Pharmaceutical preparations • New York
ImmunoGen, Inc. 26,000,000 Shares of Common Stock, par value $.01 per share Underwriting Agreement
Underwriting Agreement • May 5th, 2023 • ImmunoGen, Inc. • Pharmaceutical preparations • New York

ImmunoGen, Inc., a Massachusetts corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 26,000,000 shares (the “Firm Shares”) of common stock, par value $.01 per share, of the Company (the “Common Stock”) and, at the option of the Underwriters, up to an additional 3,900,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

BY AND AMONG
Stock Purchase Agreement • February 17th, 1998 • Immunogen Inc • Pharmaceutical preparations • Massachusetts
SUBLEASE Dated: August 31 , 1995
Sublease • September 28th, 1995 • Immunogen Inc • Pharmaceutical preparations • Massachusetts
OPEN MARKET SALE AGREEMENTSM
Open Market Sale Agreement • December 18th, 2020 • ImmunoGen, Inc. • Pharmaceutical preparations • New York

ImmunoGen, Inc., a Massachusetts corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.01 per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000 on the terms set forth in this agreement (this “Agreement”).

and IMMUNOGEN, INC. 2 LICENSE AGREEMENT
License Agreement • February 16th, 1999 • Immunogen Inc • Pharmaceutical preparations • Pennsylvania
IMMUNOGEN, INC. COMMON STOCK SALES AGREEMENT
Sales Agreement • March 3rd, 2017 • Immunogen Inc • Pharmaceutical preparations • New York
LEASE
Lease Agreement • September 26th, 1997 • Immunogen Inc • Pharmaceutical preparations
WITNESSETH:
License Agreement • September 26th, 1997 • Immunogen Inc • Pharmaceutical preparations • Massachusetts
ImmunoGen, Inc. (Company) Wilmington Trust, National Association (Trustee) 4.50% Convertible Senior Notes due 2021 INDENTURE Dated as of June 20, 2016
Indenture • June 20th, 2016 • Immunogen Inc • Pharmaceutical preparations • New York

INDENTURE, dated as of June 20, 2016, between ImmunoGen, Inc., a Massachusetts corporation, as issuer (the “Company”), and Wilmington Trust, National Association, as trustee, conversion agent, registrar and paying agent (in such capacities, the “Trustee”, “Conversion Agent”, “Registrar” and “Paying Agent”, respectively).

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • November 2nd, 2023 • ImmunoGen, Inc. • Pharmaceutical preparations • Massachusetts

This Agreement is entered into as of the 18th day of September, 2023 (the “Effective Date”) by and between ImmunoGen, Inc., a Massachusetts corporation (the “Company”), and Lauren White (the “Executive”).

UNDERWRITING AGREEMENT
Underwriting Agreement • June 18th, 2009 • Immunogen Inc • Pharmaceutical preparations • New York

ImmunoGen, Inc., a Massachusetts corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you, Oppenheimer & Co. Inc., and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 5,000,000 shares (the “Firm Shares”) of the Company’s common stock, $.01 par value per share (the “Common Stock”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 750,000 shares (the “Company Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”

WITNESSETH:
Research Collaboration Agreement • September 26th, 1997 • Immunogen Inc • Pharmaceutical preparations • Massachusetts
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Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. LOAN AGREEMENT Dated as...
Loan Agreement • April 28th, 2023 • ImmunoGen, Inc. • Pharmaceutical preparations

THIS LOAN AGREEMENT (this “Agreement”), dated as of April 6, 2023 (the “Effective Date”) by and among IMMUNOGEN, INC., a Massachusetts corporation (as “Borrower” and a Credit Party), the Guarantors signatory hereto or otherwise party hereto from time to time, as additional Credit Parties, BIOPHARMA CREDIT PLC, a public limited company incorporated under the laws of England and Wales with company number 10443190 (as the “Collateral Agent”), BPCR LIMITED PARTNERSHIP, a limited partnership established under the laws of England and Wales with registration number LP020944 (as a “Lender”), and BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP, a Cayman Islands exempted limited partnership acting by its general partner, BioPharma Credit Investments V GP LLC (as a “Lender”), provides the terms on which each Lender shall make, and Borrower shall repay, the Credit Extensions (as hereinafter defined). The parties hereto agree as follows:

SEVERANCE AGREEMENT
Severance Agreement • February 8th, 2011 • Immunogen Inc • Pharmaceutical preparations • Massachusetts

This Agreement is entered into as of the 1st day of December, 2010 (the “Effective Date”) by and between ImmunoGen, Inc., a Massachusetts corporation (the “Company”), and Craig Barrows (the “Executive”).

IMMUNOGEN, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • November 15th, 2006 • Immunogen Inc • Pharmaceutical preparations • Massachusetts

WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its common stock, $.01 par value per share (the “Shares”), under and for the purposes set forth in the Company’s 2006 Employee, Director and Consultant Equity Incentive Plan (the “Plan”);

IMMUNOGEN, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • November 15th, 2006 • Immunogen Inc • Pharmaceutical preparations • Massachusetts

AGREEMENT made as of the day of 200 , between ImmunoGen, Inc. (the “Company”), a Massachusetts corporation, and , an employee of the Company (the “Employee”).

Exchange Agreement
Exchange Agreement • September 26th, 2017 • Immunogen Inc • Pharmaceutical preparations • New York

This Exchange Agreement and the Terms and Conditions for Exchange of Securities, dated September [ ], 2017, attached hereto as Exhibit A (the “Terms and Conditions” and, together with this Exchange Agreement, the “Agreement”) is made as of the date hereof between the Company and the Investor.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 23rd, 2008 • Immunogen Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 20, 2008, between ImmunoGen, Inc., a Massachusetts corporation (the “Company”), and Ziff Asset Management, L.P., a Delaware limited partnership (the “Purchaser”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 4th, 2017 • Immunogen Inc • Pharmaceutical preparations • Massachusetts

AGREEMENT made as of the _______ day of ___________________, 201__ (the “Grant Date”), between ImmunoGen, Inc. (the “Company”), a Massachusetts corporation, and ________________________ (the “Participant”).

PROPRIETARY INFORMATION, INVENTIONS, AND COMPETITION AGREEMENT
Proprietary Information, Inventions, and Competition Agreement • February 7th, 2008 • Immunogen Inc • Pharmaceutical preparations • Massachusetts

AGREEMENT, dated this 27th day of November 2007, by and between ImmunoGen, Inc., a Massachusetts corporation having its principal place of business at 128 Sidney Street, Cambridge, Massachusetts 02139 (the “Company”), and John A. Tagliamonte, an individual residing at 17 Coolidge Ave, Lexington, MA 02421 (“Employee”).

PURCHASE AGREEMENT IMMUNOGEN, INC. Purchase Agreement
Purchase Agreement • June 20th, 2016 • Immunogen Inc • Pharmaceutical preparations • New York

ImmunoGen, Inc., a Massachusetts corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $100,000,000 principal amount of its 4.50% Convertible Senior Notes due 2021 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $15,000,000 principal amount of its 4.50% Convertible Senior Notes due 2021 (the “Option Securities”) if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such 4.50% Convertible Senior Notes due 2021 granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities”. The Securities will be convertible into shares (the “Underlying Securities”) of common stock of the Company, par value $0.01 per share (the “Common Stock”). The Securities wi

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