Idenix Pharmaceuticals Inc - Current report filing (8-K)
August 05 2008 - 10:49AM
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): July 30, 2008
IDENIX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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000-49839
(Commission File Number)
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45-0478605
(I.R.S. Employer Identification No.)
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60 Hampshire Street
Cambridge, MA
(Address of principal executive offices)
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02139
(Zip Code)
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(617) 995-9800
(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 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)
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))
Item 1.01 Entry into a Material Definitive Agreement
On July 30, 2008, Idenix Pharmaceuticals, Inc. (the Company), along with Jean-Pierre
Sommadossi, the Companys Chief Executive Officer and a member of the Companys board of directors,
in his individual capacity, the Universite Montpellier II (UMII) and Centre National de la
Recherche Scientifique (CNRS) entered into a settlement agreement with the Board of Trustees of
the University of Alabama on behalf of the University of Alabama at Birmingham (UAB), the
University of Alabama Research Foundation (UABRF) and Emory University (Emory). The settlement
agreement relates to, among other things, a complaint filed by UAB and UABRF against the Company,
UMII and CNRS in January 2007 and an arbitrable contractual dispute asserted by UABRF and Emory
against the Company in February 2006.
Pursuant to this settlement agreement, the following matters have been resolved among the
parties:
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all contractual disputes relating to patents covering the use of certain
synthetic nucleosides for the treatment of the HBV virus; and
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all litigation matters relating to patents and patent applications related to
the use of ß-L-2-deoxy-nucleosides for the treatment of HBV assigned to one or
more of the Company, CNRS and UMII and which cover the use of Tyzeka
®
/Sebivo
®
(telbivudine) for the treatment of HBV.
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Under the terms of the settlement agreement, the Company will pay to UABRF (on behalf of UAB
and Emory) $4.0 million within five (5) days of the execution of the settlement agreement and to
make additional payments to UABRF equal to 20% of all royalty payments received by the Company from
Novartis Pharma AG (Novartis) from worldwide sales of telbivudine (the Royalty Payments),
subject to minimum payment obligations as set forth below. The Royalty Payments must be made
within thirty (30) days of the Companys receipt of payment from Novartis in each quarter in which
Novartis has made royalty payments to the Company.
The Company is obligated to make minimum payments (offset by the ongoing Royalty Payments) to
UABRF totaling $11.0 million as set forth in the table below. If the Royalty Payments made to UABRF
by the dates set forth below do not equal the minimum payments as detailed in the table, the
Company is obligated to pay UABRF the difference between such payments and the minimum payment
amount within thirty (30) days following each of the dates specified. In the event that Royalty
Payments during one period exceed the minimum payment obligation for that period, the excess will
be credited against subsequent minimum payments for later periods.
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Period Ending
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Minimum Payment
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December 30, 2010
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$
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2,000,000
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December 30, 2013
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$
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2,000,000
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December 30, 2016
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$
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2,000,000
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December 30, 2018
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$
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5,000,000
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The Companys payment obligations under the settlement agreement expire on August 10, 2019.
The settlement agreement is effective as of June 1, 2008 and includes mutual releases of all claims
and covenants not to sue among the parties. It also includes a release from a third-party
scientist who had claimed to have inventorship rights in certain Idenix/CNRS/UMII patents. UAB also
agreed to abandon a continuation patent it filed in July 2005 potentially related to the Companys
telbivudine technology.
As
previously disclosed in regulatory filings with the Securities and
Exchange Commission, in the quarter ended December 31, 2007 the
Company recorded a $15.0 million liability, which included the $4.0 million upfront payment, related to
the settlement agreement discussed above.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 Settlement Agreement, effective June 1, 2008, by and among, Idenix, Jean-Pierre Sommadossi,
the Universite Montpellier II, Centre National de la Recherche Scientifique, the Board of Trustees
of the University of Alabama on behalf of the University of Alabama at Birmingham, the University
of Alabama Research Foundation and Emory University.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
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IDENIX PHARMACEUTICALS, INC.
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Date: August 4, 2008
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By:
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/s/
Ronald C. Renaud, Jr.
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Ronald C. Renaud, Jr.
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Chief Financial Officer and Treasurer
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Exhibit Index
10.1 Settlement Agreement, effective June 1, 2008, by and among, Idenix, Jean-Pierre Sommadossi,
the Universite Montpellier II, Centre National de la Recherche Scientifique, the Board of Trustees
of the University of Alabama on behalf of the University of Alabama at Birmingham, the University
of Alabama Research Foundation and Emory University.
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