Entry Into a Definitive Material Agreement

On May 4, 2023, ImmunoGen, Inc. (the "Company") reported to have entered into an underwriting agreement (the "Underwriting Agreement") with Jefferies LLC, Goldman Sachs & Co. LLC and Guggenheim Securities, LLC, as representatives of the several underwriters (the "Underwriters") named in Schedule 1 of the Underwriting Agreement, related to a public offering of 26,000,000 shares of the Company’s common stock, par value $.01 per share (the "Common Stock"), at a price of $12.50 per share, less the underwriting discounts and commissions (the "Offering"). Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters an option, exercisable for 30 days following the date of the Underwriting Agreement, to purchase up to an additional 3,900,000 shares of Common Stock at the same price, which the Underwriters exercised on May 5, 2023. The Offering is scheduled to close on May 9, 2023, subject to the satisfaction of customary closing conditions.

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The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-251502) (the "Registration Statement"), which was filed with the Securities and Exchange Commission (the "SEC") on December 18, 2020 and became effective upon filing.

The Underwriting Agreement contains customary representations, warranties, and agreements by the Company and customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and termination provisions.

A copy of the Underwriting Agreement is filed as Exhibits 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.