Current Report Filing (8-k)
February 25 2014 - 7:40AM
Edgar (US Regulatory)
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): February
20, 2014
ARIAD
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-36172
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22-3106987
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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26 Landsdowne Street, Cambridge, Massachusetts
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02139
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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: (617) 494-0400
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):
⃞
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 1.02
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Termination of a Material Definitive Agreement.
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On February 20, 2014, ARIAD Pharmaceuticals, Inc. (the “Company”)
received from Merck, Sharpe & Dohme Corp. (“Merck”) a notice of
termination (the “Notice”) of the Amended and Restated Collaboration and
Exclusive License Agreement, dated May 4, 2010, between the Company and
Merck (the “Agreement”). Under the Agreement, the Company had granted
Merck an exclusive license to develop, manufacture and commercialize
ridaforolimus in oncology, and Merck assumed responsibility for all
activities related to the development, manufacture and commercialization
of ridaforolimus and agreed to fund 100 percent of all ridaforolimus
costs incurred after January 1, 2010. The Agreement provided that Merck
would develop ridaforolimus in multiple oncology indications. In
addition, under the Agreement, Merck had paid the Company $75 million in
up front and milestone payments and had agreed to pay the Company
potential additional milestone payments of up to $289 million associated
with potential regulatory filings and approvals and up to $200 million
associated with the achievement of certain sales thresholds, subject to
regulatory approval and commercialization of ridaforolimus.
Merck delivered the Notice pursuant to the provisions in the Agreement
allowing it to terminate the Agreement for convenience upon nine months’
written notice, and so the termination will be effective on November 20,
2014. Upon termination of the Agreement, rights to ridaforolimus will
be returned to the Company. As provided in the Agreement, the parties
will agree upon and implement plans for the orderly transition of
development, manufacturing and commercialization of ridaforolimus from
Merck back to the Company.
ITEM 2.02
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Results of Operations and Financial Condition.
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In a press release dated February 25, 2014, the Company announced
financial results for the fourth quarter and year ended December 31,
2013, financial guidance for 2014, and an update on corporate
developments. A copy of the press release is attached hereto as Exhibit
99.1. The information under the headings “2013 Fourth Quarter and
Full-Year Financial Results” and “Today’s Conference Call at 8:30 a.m.
ET” and the condensed consolidated financial information included in the
press release are incorporated by reference into this Item 2.02 of this
Current Report on Form 8-K.
ITEM 7.01
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Regulation FD Disclosure.
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In the press release dated February 25, 2014, the Company also provided
information regarding financial guidance for 2014 as well as upcoming
investor meetings. The information set forth under the headings
“Financial Guidance for 2014” and “Upcoming Investor Meetings” in the
press release are incorporated by reference into this Item 7.01 of this
Current Report on Form 8-K.
In the press release dated February 25, 2014, the Company also provided
an update on its Iclusig® and AP26113 programs, its
discovery research program and ridaforolimus, including Merck’s notice
of termination of the parties’ license agreement referred to above. The
second paragraph of the press release and the information set forth
under the headings “Recent Progress and Key Objectives” together with
the information contained in Item 1.02 above and the forward-looking
statement disclaimer at the end of the press release, are incorporated
by reference into this Item 8.01 of this Current Report on Form 8-K.
ITEM 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit
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Number
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Description
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99.1
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Press release dated February 25, 2014.
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The press release contains hypertext links to information on our
websites. The information on our websites is not incorporated by
reference into this Current Report on Form 8-K and does not constitute a
part of this Form 8-K.
The portions of the press release incorporated by reference into Item
8.01 of this Current Report on Form 8-K are being filed pursuant to Item
8.01. The remaining portions of the press release are being furnished
pursuant to Items 2.02 and 7.01 of this Current Report on Form 8-K and
shall not be deemed “filed” for purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise
subject to the liabilities of that Section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act except as shall be expressly set
forth by specific reference in such filing.
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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ARIAD Pharmaceuticals, Inc.
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By:
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/s/ Edward M. Fitzgerald
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Edward M. Fitzgerald
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Executive Vice President, Chief Financial Officer
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Date:
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February 25, 2014
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