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 8, 2005 |
Avanir Pharmaceuticals
__________________________________________
(Exact name of registrant as specified in its charter)
California | 001-15803 | 33-0314804 |
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
11388 Sorrento Valley Road, San Diego, California | 92121 | |
_________________________________ (Address of principal executive offices) | ___________ (Zip Code) |
Registrant’s telephone number, including area code: | 858-622-5200 |
Not Applicable
______________________________________________
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 8, 2005, we signed an exclusive licensing and research collaboration agreement with AstraZeneca PLC ("AstraZeneca") to discover, develop and commercialize reverse cholesterol transport enhancing compounds for the treatment of cardiovascular disease. Under the terms of the agreement, we will receive an upfront payment of $10 million. In addition, we are eligible for milestone payments totaling $330 million, contingent upon achievement of certain development and regulatory milestones and on achievement of certain sales targets, together with the payment of stepped royalties rising from single digit to low double digit rates, dependent on sales achieved. AstraZeneca will assume responsibility for development and for both product discovery and development costs, with both parties contributing scientific expertise in the research collaboration.
On July 11, 2005, we issued a press release announcing our agreement with AstraZeneca. A copy of this press release is attached hereto as Exhibit 99.1 a nd is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release, dated July 11, 2005.
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.
Avanir Pharmaceuticals | ||||
July 12, 2005 | By: | /s/ Gregory P. Hanson, CMA | ||
Name: Gregory P. Hanson, CMA | ||||
Title: VP, Finance & CFO |
Exhibit Index
Exhibit No. | Description | |
99.1 | Press release, dated July 11, 2005 |