8-K
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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 2007 (February 5, 2007)
REGENERON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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New York
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000-19034
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133444607 |
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
incorporation)
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Identification Number) |
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777 Old Saw Mill River Road, Tarrytown, New York |
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10591-6707 |
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(Address of principal executive offices) |
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(914) 347-7000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of registrant under any of the following provisions:
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
Item 1.01 Entry Into a Material Definitive Agreement
On February 5, 2007, the Company announced that it had entered into a non-exclusive
license agreement with AstraZeneca granting AstraZeneca certain rights to use
Regenerons VelocImmune® technology to discover human monoclonal antibodies.
Pursuant to the terms of the agreement, AstraZeneca will make a $20 million upfront
payment to Regeneron. AstraZeneca also will make up to five additional annual
payments of $20 million, subject to its ability to terminate the agreement after
making the first three additional payments or if the technology does not meet minimum performance criteria. Regeneron is entitled to receive a
mid-single-digit royalty on any future sales of antibody products discovered by
AstraZeneca using Regenerons VelocImmune technology.
A copy of the press release announcing the agreement is furnished as Exhibit 99(a)
to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99(a) Press Release of Regeneron Pharmaceuticals, Inc. dated February 5, 2007.
Pursuant to the requirements of the Securities and 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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REGENERON PHARMACEUTICALS, INC.
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Dated: February 6, 2007 |
By: |
/s/ Stuart Kolinski
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Stuart Kolinski |
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Vice President and General Counsel |
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Exhibit Index
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Number |
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Description |
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99(a)
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Press Release of Regeneron Pharmaceuticals, Inc. dated February 5, 2007. |
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exv99wa
Exhibit 99(a)
FOR IMMEDIATE RELEASE
ASTRAZENECA LICENSES REGENERONS
VELOCIMMUNE®
TECHNOLOGY FOR DISCOVERING HUMAN MONOCLONAL
ANTIBODIES
AstraZeneca Is First Licensee of Novel VelocImmune Technology
License Fees Total up to $120 Million Over Six Years
Tarrytown, NY (February 5, 2007) Regeneron Pharmaceuticals, Inc.
(Nasdaq: REGN) announced today it has entered into a non-exclusive
license agreement that will allow AstraZeneca (LSE: AZN, NYSE: AZN) to
utilize Regenerons VelocImmune® technology in its internal
research programs to discover human monoclonal antibodies. AstraZeneca
will conduct the work at Cambridge Antibody Technology (CAT) in the UK
as part of its recently stated aim of building a biopharmaceutical
capability.
AstraZeneca will pay $20 million upfront and will make up to five
additional annual payments of $20 million, subject to the ability to
terminate the agreement after making the first three additional
payments. Upon commercialization of any antibody products discovered
utilizing VelocImmune, AstraZeneca will pay to Regeneron a
mid-single-digit royalty on product sales.
VelocImmune is the centerpiece of Regenerons suite of technologies
for the discovery and development of fully human antibodies, said
George D. Yancopoulos, M.D., Ph.D., President of Regeneron Research
Laboratories and Regenerons Chief Scientific Officer. We are pleased
that AstraZeneca, a company with a clear strategic commitment to
developing therapeutic antibodies, has selected the VelocImmune
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platform for its internal development program.
AstraZeneca is committed to becoming a leader in the area of
biologicals and VelocImmune is an important part of our strategy to
succeed in this field, said Jan Lundberg, Ph.D., Executive VP Global
Discovery Research.
Alex Duncan, Ph.D., CATs SVP Drug Discovery, commented, This
combination of CATs display technologies and the VelocImmune platform
will provide enormous potential for creating antibody therapeutics.
VelocImmune and Regenerons Discovery Platforms
Regenerons VelocImmune technology offers the potential to increase
dramatically the speed and efficiency of discovering fully-human,
therapeutic monoclonal antibodies. The VelocImmune platform generates
fully human monoclonal antibodies (hMAbs) to address clinically
relevant targets of therapeutic interest. The VelocImmune mouse,
unlike other hMAb mice, mounts a robust immune response that is
virtually indistinguishable from that of a wild type mouse, resulting
in a reliable and efficient platform for discovering fully human
monoclonal antibodies.
Regeneron has developed and validated a suite of inter-related
technology platforms VelociGene®,
VeliciMouse®, and VelocImmune that the Company believes
can accelerate its therapeutic drug discovery programs and improve its
ability to discover new hMAb product candidates through VelocImmune.
These discovery platforms are designed to identify specific genes of
therapeutic interest for a particular disease or cell type and validate
targets through high-throughput production of mammalian models.
VelociGene uses a proprietary
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process to create genetic modifications
in a mouse in a precise and high-throughput manner and was recently
selected by the National Institutes of Health for use in its Knockout
Mouse Project. VelociGene allows Regeneron to produce mouse embryonic
stem (ES) cells rapidly for elucidating the function of the altered
genes. VelociMouse allows Regeneron scientists to generate mammalian
models directly from ES cells without the need for chimeras or
breeding. VelocImmune provides antibodies that address the targets
identified in the mammalian models that can be developed as potential
therapeutics.
About AstraZeneca
AstraZeneca is a major international healthcare business engaged in the
research, development, manufacture and marketing of prescription
pharmaceuticals and the supply of healthcare services. It is one of the
worlds leading pharmaceutical companies with healthcare sales of
$26.47 billion and leading positions in sales of gastrointestinal,
cardiovascular, neuroscience, respiratory, oncology and infection
products. AstraZeneca is listed in the Dow Jones Sustainability Index
(Global) as well as the FTSE4 Good Index.
About Cambridge Antibody Technology
Cambridge Antibody Technology (CAT) is a biopharmaceutical company
using its capabilities and technologies in the discovery and
development of new and innovative antibody medicines in selected
therapeutic areas to bring improvements to seriously ill patients
lives. CAT is a leader in the discovery and development of human
therapeutic antibodies and has an advanced proprietary platform
technology for rapidly isolating human monoclonal antibodies using
phage display and ribosome display systems. CAT has extensive phage
antibody libraries, currently incorporating more than 100 billion
distinct antibodies. These libraries form the basis for the Companys
strategy to develop a portfolio of antibody-based drugs. CAT is part
of the AstraZeneca group of companies. CAT employs around 300 people
and is based near Cambridge, UK and in Palo Alto, USA. For more
information: www.cambridgeantibody.com
About Regeneron Pharmaceuticals, Inc.
Regeneron is a biopharmaceutical company that discovers, develops, and
intends to commercialize therapeutic medicines for the treatment of
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serious medical conditions. Regeneron has therapeutic candidates in
clinical trials for the potential treatment of cancer, eye diseases,
and inflammatory diseases, and has preclinical programs in other
diseases and disorders.
This news release discusses historical information and includes
forward-looking statements about Regeneron and its products, programs,
finances, and business, all of which involve a number of risks and
uncertainties, such as risks associated with preclinical and clinical
development of our drug candidates, determinations by regulatory and
administrative governmental authorities which may delay or restrict our
ability to continue to develop or commercialize our drug candidates,
competing drugs that are superior to our product candidates,
unanticipated expenses, the availability and cost of capital, the costs
of developing, producing, and selling products, the potential for any
collaboration agreement, including our agreements with the
sanofi-aventis Group and Bayer HealthCare, to be canceled or to
terminate without any product success, risks associated with third
party intellectual property, and other material risks. A more complete
description of these and other material risks can be found in
Regenerons filings with the United States Securities and Exchange
Commission (SEC), including its Form 10-K for the year ended December
31, 2005 and Form 10-Q for the quarter ended September 30, 2006.
Regeneron does not undertake any obligation to update publicly any
forward-looking statement, whether as a result of new information,
future events, or otherwise unless required by law.
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Regeneron Contacts: |
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Media: |
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Lauren Tortorete, Tel: 212 845 5609 |
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ltortorete@biosector2.com |
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Investor Relations: |
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Charles Poole, Tel: 914 345 7640
charles.poole@regeneron.com |
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