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): September 20, 2006
AVANT IMMUNOTHERAPEUTICS, INC.
(Exact name of registrant as specified in charter)
Delaware | | 0-15006 | | 13-3191702 |
(State or other jurisdiction | | (Commission file number) | | (IRS employer |
of incorporation) | | | | identification no.) |
119 Fourth Avenue
Needham, Massachusetts 02494-2725
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code:
(781) 433-0771
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:
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))
Item 7.01. Regulation FD Disclosure.
Rotarix® Royalty Payments
On September 20, 2006, AVANT Immunotherapeutics, Inc. (the “Company”) announced that GlaxoSmithKline (“GSK”) paid royalties on GSK’s sales of Rotarix® rotavirus vaccine in Australia and certain European countries at the lower of two royalty rates under their 1997 license agreement. GSK’s said that its decision to pay the lower royalty rate (which is 70% of the full rate) is based upon GSK’s assertion that Rotarix® is not covered by licensed patents in Australia and these European countries. The Company is evaluating the legal analysis underlying GSK’s assertion to better understand why GSK believes its development of Rotarix® takes the vaccine outside the scope of the claims of these licensed patents. The Company is analyzing various options to counter GSK’s assertion and protect its rights.
This Item 7.01, including a copy of the press release attached as Exhibit 99.1 hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 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 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit relating to Item 7.01 shall be deemed to be furnished, and not filed:
| | | | |
Exhibit
Number | | Description of Exhibit | | |
99.1 | | AVANT Immunotherapeutics, Inc. Press Release, dated September 20, 2006 | | |
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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, thereunto duly authorized.
| | |
| AVANT IMMUNOTHERAPEUTICS, INC. |
| | |
Dated: September 21, 2006 | By: | /s/ Avery W. Catlin |
| | Avery W. Catlin |
| | Title: | Senior Vice President and |
| | | Chief Financial Officer |
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EXHIBIT INDEX
The following designated exhibit is filed herewith:
Exhibit
Number | | Description of Exhibit |
99.1 | | AVANT Immunotherapeutics, Inc. Press Release, dated September 20, 2006 |
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