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) March 31, 2005
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Pharmion Corporation
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(Exact name of registrant as specified in its charter)
Delaware 000-50447 84-1521333
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
2525 28th Street, Boulder, Colorado 80301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 720-564-9100
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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.
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On March 31, 2005, we entered into a Supply Agreement (the
"Agreement") with Ash Stevens, Inc., a pharmaceutical
manufacturing company with a principal place of business in
Detroit, Michigan ("Ash Stevens"). Under the terms of the
Agreement, Ash Stevens will be our exclusive commercial supplier
of azacitidine, the active pharmaceutical ingredient of Vidaza(R)
(the "Compound"). The Agreement has an initial term expiring on
May 31, 2011 (the "Initial Term"), which is subject to automatic
renewal for additional two-year terms unless either party informs
the other of its intention to let the Agreement expire by its
terms.
The Agreement requires Ash Stevens to manufacture the Compound
exclusively for us for the entire term of the Agreement. In
addition, Ash Stevens may not sell the Compound to anyone else
for a period of five years following the expiration of the term
of the Agreement or an early termination of the Agreement due to
an uncured material breach of the Agreement by Ash Stevens. We
have agreed to purchase all of our requirements for the Compound
exclusively from Ash Stevens during the Initial Term, unless Ash
Stevens is unable to satisfy our demand for the Compound within
limits specified in the Agreement (a "Supply Shortage") and is
unable to remedy the Supply Shortage within certain time limits
specified in the Agreement.
In the event of an uncured Supply Shortage, we may engage a
back-up supplier for the Compound and Ash Stevens is required to
assist us in establishing the back-up supplier. In addition, at
our request, Ash Stevens must transfer to the back-up supplier
its know-how and other confidential information necessary to
manufacture the Compound for us, provided that the back-up
supplier has entered into a confidentiality agreement with Ash
Stevens. Ash Stevens will bear its own costs in rendering this
assistance to us and in transferring its technology to the
back-up supplier. However, we are required to pay to Ash Stevens
a fee based on the amount of Compound manufactured for us by a
back-up supplier until the expiration of the Initial Term.
Ash Stevens must maintain manufacturing facilities that are in
compliance with current good manufacturing practices, as defined
by any applicable regulatory authority throughout the world,
including the applicable FDA cGMP regulations, the EU Good
Manufacturing Guidelines and the International Conference on
Harmonization Guidelines.
Either party may terminate the Agreement: upon the uncured
material breach of the Agreement by the other party; if the other
party files for
bankruptcy or is otherwise adjudicated bankrupt or becomes
subject to insolvency laws; or if the other party becomes
debarred. In addition, we may terminate the Agreement if
analytical testing determines that Ash Stevens has committed a
material breach of certain quality control obligations specified
in the Agreement and that breach has not been cured to our
reasonable satisfaction.
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.
PHARMION CORPORATION
Date: April 6, 2005 By: /s/ Steven Dupont
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Name: Steven Dupont
Title: Vice President, General Counsel
and Corporate Secretary