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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): April 19, 1995
ONCOGENE SCIENCE, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-15190 13-3159796
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
106 Charles Lindbergh Blvd., Uniondale, NY 11553
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 222-0023
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ITEM 5. OTHER EVENTS
Oncogene Science, Inc. (the "Company") has entered into an Agreement
dated April 19, 1995 (the "Agreement") with Ciba-Geigy Limited ("Ciba"). This
Agreement expands the scope of the companies' collaborative efforts with
respect to recombinant Human Transforming Growth Factor Beta 3 ("TGF-B3") to
include development of TGF-B3 products for the treatment of oral mucositis and
certain other indications. Oral mucositis is a painful, often debilitating
condition characterized by mouth and throat lesions that frequently occur as a
side effect of chemotherapy. The Agreement replaces the Company's previous
agreement among the Company, Ciba and Pfizer Inc. under which Ciba had focused
on the development of TGF-B3 for wound healing applications. Under the
Agreement, the Company will fund oral mucositis Phase I clinical trials and
Ciba will fund Phase II and III clinical trials.
The Agreement grants to Ciba, in exchange for royalty payments and
certain other cash payments described below, an exclusive license to
manufacture, use and sell TGF-B3 products for oral mucositis and certain other
indications, including wound healing and psoriasis, throughout the world.
Pursuant to the Agreement, Ciba purchased 909,091 shares of the
Company's common stock at $5.50 per share for an aggregate purchase price of
$5,000,000.50. In addition, Ciba will pay the Company $10,000,000 if, and at
the time, it decides to initiate Phase IIb or III clinical trials for oral
mucositis. In exchange for such payment, Ciba's license will be expanded to
cover all other indications for TGF-B3. Alternatively, Ciba may exercise an
option within four years to expand its license under the Agreement to cover all
indications for TGF-B3 by making the $10,000,000 payment. In either case, this
payment will be characterized, at Ciba's option, as a milestone payment or a
purchase of the Company's common stock (at the higher of $5.50 per share or the
then current market price). Ciba has been granted certain registration rights
with respect to all common stock it purchases from the Company under the
Agreement.
Under the Agreement, Ciba will supply the Company will all of its
developmental and commercial requirements for TGF-B3 .
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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 hereunto duly authorized.
ONCOGENE SCIENCE, INC.
By: /s/ Robert L. Van Nostrand
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Robert L. Van Nostrand,
Vice President, Finance and Administration
Dated: April 21, 1995
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