Item 1.01 Entry into a Material Definitive Agreement
On April 15, 2005, (effective April 1, 2005) Registrant, as successor to Aventis Pharmaceuticals, Inc. (“Aventis”) by virtue of the acquisition of the assets of Aventis Pharmaceuticals Puerto Rico, Inc. on March 31, 2005, executed with Aeropharm Technology, LLC (“Aeropharm”), a subsidiary of Kos Pharmaceuticals, Inc. (“Kos”), an Amendment to the Finished Product Supply Agreement dated March 5, 2004 between Aeropharm and Aventis. In the Amendment, Aeropharm consents to the assignment, extends the term of the agreement to ten years and agrees to other modifications in the contractual right to produce Kos’ Azmacort® Inhalation Aerosol product line.
Item 7.01 Regulation FD Disclosure
On April 15, 2005, Registrant issued two press releases disclosing the following: (i) operating results for the year and fourth quarter ended December 31, 2005 and guidance for 2005 and (ii) the agreement between Registrant and Aeropharm regarding the contract described above in Item 1.01.
The press releases are contained in Exhibit 99.1 and Exhibit 99.2 hereto, which are being furnished, and shall not be deemed to be “filed”, with the SEC. Such exhibits shall not be incorporated by reference into any filing of the Registrant with the SEC, whether made before or after the date hereof, regardless of any general incorporation language in such filings.
Item 9.01. Financial Exhibits, Pro Forma Financial Information and Exhibits.
| 10.36.1. | Amendment No. 1 to Finished Product Supply Agreement |
| 10.36.2. | Finished Product Supply Agreement dated March 5, 2004, set forth as Exhibit 2.2 to the Form 8-K of Kos Pharmaceuticals, Inc. dated March 5, 2004 and incorporated herein by reference pursuant to SEC Rule 12b-32(a). |
| 99.1 | Press Release regarding the operating results for the year and fourth quarter ended December 31, 2005 and guidance for 2005. |
| | Press Release regarding the contract with a subsidiary of Kos Pharmaceuticals, Inc. |