Attached files
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| EX-10.1 - GENVEC INC | v171639_ex10-1.htm |
| EX-99.1 - GENVEC INC | v171639_ex99-1.htm |
UNITED
STATES
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
Date of
Report (Date of earliest event reported): January 13, 2010
GENVEC,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-24469
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23-2705690
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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65 West Watkins Mill Road, Gaithersburg,
Maryland
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20878
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(240) 632
0740
(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:
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o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN THE REPORT
Section
1 – Registrant’s Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement
On
January 13, 2010, GenVec, Inc. (the “Company”) and Novartis Institutes for
BioMedical Research, Inc. (“Novartis”) entered into a Research Collaboration and
License Agreement (the “Agreement”) with respect to the Company’s preclinical
hearing loss and balance disorders program.
Pursuant
to the terms of the Agreement, the Company granted Novartis an exclusive,
world-wide, royalty-bearing license for specified intellectual property related
to the Company’s atonal gene program and atonal adenovectors, as well as
non-exclusive, world-wide, royalty-bearing licenses to certain other
intellectual property related to the Company’s hearing loss and balance
disorders program and its adenovector platform.
In
consideration for the rights granted to Novartis under the Agreement, Novartis
has agreed to pay to the Company an initial upfront license fee of $5.0 million.
In addition, as partial consideration for the rights granted under the
Agreement, Novartis Pharma AG, an affiliate of Novartis, purchased from the
Company $2.0 million of the Company’s common stock. Including the aggregate $7
million received by the Company for the upfront fee and stock
purchase, if certain clinical, regulatory and sales milestones are
met, the Company is eligible to receive up to $213.6 million, in addition
to royalties on future sales, if any.
The
Agreement may be terminated by either party in the event of an unremedied
material breach after providing the notice required under the Agreement.
Novartis may terminate the Agreement upon 60 days prior written notice for
convenience.
The
foregoing description of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the Agreement, attached as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by
reference. Certain terms of the Agreement have been omitted from this Current
Report on Form 8-K and the version of the Agreement attached as Exhibit
10.1 hereto pursuant to a Confidential Treatment Request that the Company
filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under
the Securities Exchange Act of 1934, as amended, at the time of the filing of
this Current Report on Form 8-K.
On
January 19, 2010, the Company issued a press release announcing the entry into
of the Agreement and the sale of the common stock. A copy of the
press release is attached to this current report as Exhibit
99.1 and is incorporated herein by reference.
Section
3 – Securities and Trading Markets
Item
3.02 Unregistered
Sales of Equity Securities
As
described in Item 1.01 above, on January 13, 2010, the Company sold 1,869,158
shares of common stock of the Company, par value $0.001 per share (“Common
Stock”), to Novartis Pharma AG in a private placement for $1.07 per share of
Common Stock, which represents an aggregate purchase price of approximately
$2,000,000 and was calculated based on the average of the closing price for the
Common Stock on the NASDAQ Global Market for the 30 consecutive trading days
ending on the fifth trading day prior to the sale of the shares. The
purchase of the shares of Common Stock by Novartis Pharma AG was undertaken in
partial consideration for the rights granted under the
Agreement.
2
The
shares of Common Stock were issued in a private placement in reliance on Section
4(2) under the Securities Act of 1933 (the “Securities Act”) and Regulation D
promulgated thereunder in a transaction not involving a public offering, were
not registered under the Securities Act, and may not be offered or sold in the
United States absent registration under the Securities Act or an applicable
exemption from the registration requirements of the Securities Act.
Section
9 – Financial Statements and Exhibits
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Item 9.01
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Financial
Statements and Exhibits
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Exhibit
10.1
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Research
Collaboration and License Agreement, dated January 13, 2010, by and
between GenVec, Inc. and Novartis Institutes for BioMedical Research, Inc.
+
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Exhibit
99.1
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GenVec,
Inc. Press Release Issued on January 19,
2010
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+
Confidential treatment was requested for certain portions of this agreement. The
confidential portions were filed separately with the Commission
3
SIGNATURES
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.
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GENVEC,
INC.
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Date:
January 19, 2010
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By:
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/s/ DOUGLAS J. SWIRSKY
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Douglas J. Swirsky
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Senior Vice President, Chief Financial Officer,
Treasurer and Corporate
Secretary
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4
EXHIBIT
INDEX
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10.1
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Research
Collaboration and License Agreement, dated January 13, 2010, by and
between GenVec, Inc. and Novartis Institutes for BioMedical Research, Inc.
+
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99.1
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GenVec,
Inc. Press Release Issued on January 19,
2010
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+
Confidential treatment was requested for certain portions of this agreement. The
confidential portions were filed separately with the Commission
5