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EX-99.1 - EX-99.1 - MEDICINES CO /DE | y81147exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2009
The Medicines Company
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-31191 | 04-3324394 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
8 Sylvan Way | ||
Parsippany, New Jersey | 07054 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (973) 290-6000
Not applicable.
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. | Entry into a Material Definitive Agreement. |
Pfizer License Agreement
On December 18, 2009, The Medicines Company (the Company) entered into a License Agreement (the
License Agreement) with Pfizer Inc. (Pfizer) with respect to the compound designated by Pfizer
as ETC-216 (ETC-216), a variant of ApoA-I Milano, a naturally occurring variant of a protein
found in human high-density lipoprotein.
Pursuant to the License Agreement, Pfizer granted the Company an exclusive, worldwide,
royalty-bearing license under specified Pfizer patents, patent applications and know-how to
develop, manufacture and commercialize products containing ETC-216 and improvements to ETC-216
(collectively, the Products). The Company may sublicense the intellectual property to third
parties, provided that it has complied with Pfizers right of first negotiation and, in the case of
sublicenses to an unaffiliated third parties in certain countries, provided that it has first
obtained Pfizers consent. The Company, itself or through its affiliates or sublicensees, has
agreed to use commercially reasonable efforts to develop at least one Product and to commercialize
any approved Products.
Under the License Agreement, the Company will pay Pfizer an upfront payment of $10,000,000 and
upon the achievement of clinical, regulatory and sales milestones up to an aggregate of
$410,000,000. The Company has also agreed to make royalty payments to Pfizer on the sale of the
Products by the Company, its affiliates or sublicensees. The royalties are payable, on a
Product-by-Product and country-by-country basis, until the latest of the expiration of the last
patent or patent application covering the Product, the expiration of any market exclusivity, and a
specified period of time after first commercial sale of the Product. The Company has also agreed
to pay Pfizer a portion of the consideration received by the Company or its affiliates in
connection with sublicenses.
The Company has agreed to indemnify Pfizer against third party claims arising from (a) the
development and commercialization of the Products by the Company, its affiliates, subcontractors or
sublicensees, (b) the negligence or wrongful intentional acts or omissions of the Company, its
affiliates, subcontractors or sublicensees, (c) a breach of the License Agreement by the Company,
or (d) claims by a Brewer/Matin Party (as defined below) resulting from the License Agreement or
any agreement or arrangement between the Company and a Brewer/Matin Party.
The License Agreement will expire upon expiration of the Companys obligation to make royalty
payments. Each party may terminate the License Agreement if (a) the other party breaches its
material obligations under the License Agreement and fails to cure such breach during a specified
period of time, (b) the other party become insolvent or bankrupt, or (c) the other party is subject
to a force majeure event for a specified period of time. Pfizer may also terminate the License
Agreement if the Company provides written notice to Pfizer that the Company intends to permanently
abandon the development, manufacture and commercialization of the Products or if the Company
otherwise ceases, for a specified period of time, to use commercially reasonable efforts to
develop, manufacture and commercialize, as applicable, at least one Product. The Company may
terminate the License Agreement in its entirety, or on a Product-by-Product basis, at any time and
for any reason upon prior written notice.
Upon termination of the License Agreement, the licenses to the Company terminate. If Pfizer
terminates the License Agreement due to the Companys uncured breach, bankruptcy, force majeure
event, abandonment of the Products or ceasing to use commercially reasonable efforts to develop and
commercialize at least one Product, or if the Company terminates the License Agreement for
convenience, the Company will grant Pfizer a sublicenseable, royalty-free, perpetual license under
any intellectual property licenseable by the Company that arose from the Companys development or
commercialization of the terminated Products, to develop, manufacture and commercialize the
terminated Products. This license will be non-exclusive with respect to trademarks and exclusive
with respect to other intellectual property.
Brewer/Matin Consent Agreement
On December 18, 2009, the Company entered into a Consent and Release Agreement (Consent
Agreement) with Washington Cardiovascular Associates, LLC, HDLT LLC, H. Bryan Brewer, Silvia
Santamarina-Fojo and Michael Matin (collectively, the Brewer/Matin Parties) under which the
Brewer/Matin Parties consented to the Companys entry into the License Agreement.
Prior to the Companys entry into the License Agreement, the Company and certain of the
Brewer/Matin Parties had conducted discussions concerning the Brewer/Matin Parties potential
participation in a transaction between the Company and Pfizer.
Under the Consent Agreement, the Company has agreed to pay Messrs. Brewer and Matin or their
designees upfront payments of $7,500,000 in the aggregate and additional payments to Messrs. Brewer
and Matin upon the achievement of specified development events consistent with some of the
milestones under the License Agreement. The Company has also agreed
to make continuing payments to
Messrs. Brewer and Matin on the sale of the Products by the Company, its affiliates or
sublicensees. These payments are payable, on a Product-by-Product and country-by-country basis,
until the earlier of December 18, 2039 or the date on which the Companys royalty obligations to
Pfizer under the License Agreement end in connection with the Product in that country. Under the
Consent Agreement, the Company and the Brewer/Matin Parties have released each other and specified
related persons from any claims that each might have against the other.
The foregoing is a summary description of certain terms of the License Agreement and the Consent
Agreement and is qualified in its entirety by reference to the full text of the License Agreement
and the Consent Agreement, which the Company intends to file as exhibits to its Annual Report on
Form 10-K for the fiscal year ending December 31, 2009.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
See the Exhibit Index attached to this report.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE MEDICINES COMPANY |
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Date: December 23, 2009 | By: | /s/ Paul M. Antinori | ||
Name: | Paul M. Antinori | |||
Title: | Senior Vice President and General Counsel | |||
EXHIBIT INDEX
Exhibit No. | Description | |||
99.1 | Press Release dated December 22, 2009 |