| |
|
|
|
|
OMB APPROVAL |
|
|
OMB Number: 3235-0060 |
|
|
Expires: March 31, 2006 |
|
|
Estimated average burden |
|
|
hours per response 28.0 |
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 30, 2006
Pharmion Corporation
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
000-50447
|
|
84-1521333 |
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
| 2525 28th Street, Boulder, Colorado
|
|
80301 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: 720-564-9100
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))
TABLE OF CONTENTS
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01 Entry into a Material Definitive Agreement.
On January 30, 2006, Pharmion Corporation, a Delaware corporation and Pharmion GmbH, a limited
liability company registered in Switzerland and a wholly-owned indirect subsidiary of Pharmion
Corporation (“Pharmion GmbH” and, collectively with Pharmion Corporation, the “Company”) and
MethylGene Inc. (“MethylGene”), with its head office in Montreal, Quebec, entered into a
Collaborative Research, Development and Commercialization Agreement (“Collaboration Agreement”) and
Pharmion Corporation entered into a separate Subscription Agreement with MethylGene. A copy of the
press release announcing the transaction described in this report is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
The Collaboration Agreement:
The Collaboration Agreement involves the research, development and commercialization of
MethylGene’s histone deacetylase (HDAC) inhibitors, including MGCD0103, MethylGene’s lead HDAC
inhibitor, as well as MethylGene’s pipeline of second generation HDAC inhibitor compounds for
oncology indications.
The Company will provide up front payments to MethylGene totaling $25 million, consisting of a $20
million license fee and a $5 million equity investment in MethylGene common shares pursuant to the
Subscription Agreement.
The Company could pay MethylGene up to $145 million in milestone payments for MGCD0103, based on
the achievement of significant development, regulatory and sales goals, with the near-term
milestone of $4 million to be paid upon enrollment of the first
patient in a Phase II clinical trial. In
addition, the Company may pay MethylGene up to $100 million for each additional HDAC inhibitor,
also based on the achievement of significant development, regulatory and sales goals. The Company
will provide one year of research support totaling $2 million to identify second generation HDAC
inhibitor clinical candidates in addition to MGCD0103.
MethylGene will initially fund 40 percent of the preclinical and clinical development for MGCD0103
(and any additional second generation compounds) required to obtain marketing approval in North
America, and the Company will initially fund 60 percent of such costs. MethylGene will receive royalties on
net sales in North America ranging from 13 percent to 21 percent, based upon annual net sales in
North America and the length of time that development costs are funded by MethylGene. MethylGene
will have the option, at its sole discretion, to discontinue development funding pursuant to the
Collaboration Agreement, at which time the Company will be responsible for 100 percent of
the development costs incurred in North America thereafter. MethylGene will have the option, at its
sole discretion, as long as it continues to fund development, to co-promote approved products in
North America and, in lieu of receiving royalties, share the resulting net profits equally with the
Company.
In all other licensed territories, which include Europe, the Middle East, Turkey, Australia, New
Zealand, South Africa and certain countries in Southeast Asia, the Company is responsible for
development and commercialization costs, and MethylGene will receive royalties ranging from 10
percent to 13 percent based on annual net sales in such territories.
The Company and MethylGene will form a Global Development Committee with Taiho Pharmaceutical Co.,
Ltd., with which MethylGene previously executed an agreement for the development and
commercialization of MGCD0103 in Japan, Korea, Taiwan and China.
The Collaboration Agreement will expire, unless earlier terminated pursuant to other provisions of
the Collaboration Agreement, on the last to occur of (i) the expiration of the last valid claim of
a licensed patent covering an HDAC inhibitor compound that is being researched or developed or
commercialized under the Collaboration Agreement or (ii) the completion of all research, development and commercialization activities
under the Collaboration Agreement.
The Subscription Agreement:
Pursuant to the Subscription Agreement, as part of the consideration to be paid to MethylGene under
the Collaboration Agreement, the Company will purchase 1,835,840 common shares of MethylGene at a
price per share of CDN $3.125, totaling a $5 million equity investment in MethylGene. The price
per share represents a 25 percent
premium over the market closing price for MethylGene common shares on January 27, 2006, and results
in a 7.8 percent ownership in MethylGene by the Company.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release issued by the Company on January 30, 2006.
This report contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements include, without limitation,
discussion relative to markets for our products and trends in revenue, gross margins and
anticipated expense levels, as well as other statements including words such as “anticipate,”
“believe,” “plan,” “estimate,” “expect” and “intend” and other similar expressions. All statements
regarding our expected financial position and operating results, business strategy, financing
plans, forecast trends relating to our industry are forward-looking statements. These
forward-looking statements are subject to business and economic risks and uncertainties, and our
actual results of operations may differ materially from those contained in the forward-looking
statements. Factors that could cause or contribute to such differences include, but are not limited
to, those factors set forth under “Factors Affecting our Business Conditions” in our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2005. As a result, you should not place
undue reliance on these forward-looking statements. We undertake no obligation to revise these
forward-looking statements to reflect future events or developments.