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
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Date of Report (Date of earliest event reported)
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December 20, 2005 |
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Pharmion Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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000-50447
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84-1521333 |
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(State or other jurisdiction
of incorporation)
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(Commission File
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(IRS Employer
Identification No.) |
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| 2525 28th Street, Boulder, Colorado
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80301 |
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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
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On December 20, 2005, Pharmion Corporation (the “Company”)
entered into a Manufacturing and Service Contract for
Commercial and Developmental Products (the “Agreement”)
with Ben Venue Laboratories, Inc., a pharmaceutical
manufacturing company with a principal place of business in
Bedford, Ohio (“Ben Venue”). Effective December 20, 2005,
Ben Venue will be the principal manufacturer and supplier
of finished sterile dosage forms of Vidaza® (the “Product”)
for the Company. The Agreement has an initial term
expiring on December 19, 2010 (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, among other things, Ben Venue to
manufacture, and the Company to procure from Ben Venue,
quantities of the Product that satisfy at least sixty-five
(65%) percent of the Company’s annual requirements for the
Product, unless Ben Venue fails to meet the Company’s
orders under the Agreement, or other events occur, after
which the Company may elect to use a second source supplier
for all or any portion of its Product requirements.
Ben Venue must maintain its manufacturing facilities in
conformance with the requirements of the FDA, EMEA, the
Canadian Health Protection Branch and any other global,
government regulatory authority governing the manufacture
of the Product.
Either party may terminate the Agreement upon the uncured
material breach of the Agreement by the other party, or if
the other party files for bankruptcy or is otherwise
adjudicated bankrupt or becomes subject to insolvency laws.
Company can terminate the Agreement upon 24 months’ written
notice if Company enters into certain relationships with a
third party which has the capability to supply the Product,
or with 90 days’ written notice if a regulatory agency
license for marketing is not issued or is withdrawn or if
Company terminates the commercial sale of the Product in
all territories.
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.