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): December 22, 2005
CANCERVAX CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| | | | | |
| Delaware | | 0-50440 | | 52-2243564 |
| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
| | | |
| 2110 Rutherford Road, Carlsbad, CA | | 92008 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(760) 494-4200
(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 (seeGeneral 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. Amendment of a Material Definitive Agreement.
On December 22, 2005, CancerVax Corporation (the “Company”) and Serono Technologies S.A., a Swiss corporation, entered into an amendment (the “Amendment”) to their collaboration agreement, which modifies, effective as of January 1, 2005, the basis for the calculation upon which certain of the expenses are to be shared equally by the parties to make such calculations consistent with the original intent of the parties.
The Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
| | | |
| Exhibit No. | | Description |
| | | |
| 10.1† | | Amendment No. 1 to Collaboration and License Agreement, dated as of December 22, 2005, by and between CancerVax Corporation and Serono Technologies S.A. |
| | |
| † | | Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the Securities and Exchange Commission. |
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.
| | | | | |
| | CANCERVAX CORPORATION
| |
| Date: December 29, 2005 | By: | /s/ David F. Hale | |
| | | Name: | David F. Hale | |
| | | Title: | President and Chief Executive Officer | |
EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
| | | |
| 10.1† | | Amendment No. 1 to Collaboration and License Agreement, dated as of December 22, 2005, by and between CancerVax Corporation and Serono Technologies S.A. |
| | |
| † | | Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the Securities and Exchange Commission. |
