UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 12, 2006
King Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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| Tennessee
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001-15875
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54-1684963 |
| (State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of incorporation)
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Identification No.) |
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| 501 Fifth Street, Bristol, Tennessee
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37620 |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (423) 989-8000
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):
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 12, 2006, King Pharmaceuticals, Inc. (“King”)
entered into a Generic Distribution Agreement with Cobalt
Pharmaceuticals, Inc. a corporation organized under the laws of
Canada (“Cobalt”), pursuant to
which King granted Cobalt a non-exclusive and non-transferable right to distribute a generic
formulation of
Altace®
in the United States. Cobalt will purchase from King all of
its requirements for such generic product in finished form. Cobalt
will pay King a price
per unit for the generic product fixed at a gross margin acceptable
to King, not to exceed a
specific amount. Unless earlier terminated, the agreement will remain effective for six months
and, thereafter, automatically renew for additional six-month periods.
Also on February 12, 2006, King and its affiliate, King
Pharmaceuticals Research and Development, Inc., (together, the
“Company”) entered into a series of agreements with Selamine
Limited, a corporation organized under the laws of Ireland (“Selamine”), and Robin Hood Holdings
Limited, Arrow Pharm Malta Limited and Arrow International Limited (“Arrow”), each a corporation
organized under the laws of Malta.
Pursuant to a Ramipril Patent License Agreement, the Company exclusively licensed from Selamine
various rights, under certain patents, to use, offer for sale, market,
sell, import and distribute in the United States novel formulations of pharmaceutical products with ramipril as the sole active ingredient,
excluding any ramipril formulation for the treatment or prevention of
diabetes (“Novel Ramipril
Products”). The Novel Ramipril Products contain the same active
ingredient as the Company’s branded product, Altace®. The Company also obtained a co-exclusive license from Selamine to
manufacture the Novel Ramipril Products under certain specified
circumstances, provided the Novel Ramipril Products are sold only in the United States.
The Company made a $10 million upfront payment to Selamine in consideration of the rights and
licenses granted to the Company under the agreement.
Pursuant to a Ramipril Application License Agreement, the Company exclusively licensed from Arrow
certain rights under certain current and future new drug applications relating to the Novel
Ramipril Products (“NDAs”), as well as certain related know-how, to use, offer for sale, market, sell,
import and distribute Novel Ramipril Products in the United States. Arrow
also granted the Company a co-exclusive right to manufacture the
Novel Ramipril Products under certain specified circumstances, provided such
Novel Ramipril Products are sold only in the United States. In addition, Arrow granted the Company an
exclusive option to acquire Arrow’s entire right, title and
interest to the NDAs and any amendments
thereto. Such option is exercisable upon final approval of any NDA by the United States Food and
Drug Administration (“FDA”), and the payment by the Company
of an option exercise fee. The Company paid $25 million to Arrow upon
execution of the agreement, and furthermore the Company agreed to pay
Arrow $50 million based on the timing of certain events and could pay
Arrow an additional $25 million based on the occurrence of certain
conditions.
In
addition, pursuant to a Product Supply Agreement, King agreed to exclusively purchase its
entire requirements of the Novel Ramipril Products from Selamine for
use in the United States, subject to certain conditions. Unless earlier
terminated, the agreement will remain in effect until the end of the life of the last to expire of
the patents related to the rights King licensed from Selamine pursuant to the
above-mentioned patent license agreement.
The foregoing descriptions of the Ramipril Patent License Agreement, the Ramipril Application
License Agreement, the Product Supply Agreement and the Generic Distribution Agreement do not
purport to be complete and are qualified in their entirety by reference to the full text of each
such agreement, copies of which will be filed with the Company’s Annual Report on Form 10-K for the
twelve-month period ending December 31, 2005.
The press release announcing the Company’s entry into these agreements is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 8.01 Other Events.
On February 16, 2006, the Company issued a press release announcing its entrance into a series of
agreements with Selamine Limited, Robin Hood Holdings Limited, Arrow Pharm Malta Limited, Arrow
International Limited and Cobalt Pharmaceuticals, Inc., the full text of which is attached hereto
as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is furnished with this report:
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Description |
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99.1 |
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Press Release dated February 16, 2006 |