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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report Filed Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): May 21, 1999
ARONEX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-20111 76-0196535
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
8707 Technology Forest Place
The Woodlands, Texas 77381-1191
(Address of principal
executive offices
and zip code)
(281) 367-1666
(Registrant's telephone number,
including area code)
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ITEM 5. OTHER EVENTS
On May 21, 1999, Aronex Pharmaceuticals, Inc. (the "Company") entered
into an Amendment No. 4 to License and Development Agreement with Genzyme
Corporation ("Genzyme") to convert a $2.5 million payment into a three-year
convertible note bearing interest at 10% annum. The $2.5 million payment
obligation to Genzyme was triggered on March 29, 1999 when the Company regained
the worldwide commercial rights of ATRAGEN(R), an injectable formulation of
all-trans-retinoic acid (ATRA or tretinoin), from Genzyme. In connection with
the Amendment, the Company entered into a 10% Convertible Note payable to
Genzyme for $2.5 million. Genzyme has the right to convert the principal of the
Note into shares of common stock of the Company at a conversion price of $4.35.
Additionally, Genzyme was given a Common Stock Purchase Warrant entitling it to
purchase 50,000 shares of the Company's common stock at an exercise price of
$4.00 per share over a five-year term.
ITEM 7. EXHIBITS
Exhibit 10.1 -- Amendment No. 4 to License and Development Agreement dated
May 21, 1999 by and between Aronex Pharmaceuticals, Inc. and
Genzyme Corporation.
Exhibit 10.2 -- 10% Convertible Note dated May 21, 1999 by Aronex
Pharmaceuticals, Inc. made payable to Genzyme Corporation for $2.5
million.
Exhibit 10.3 -- Common Stock Purchase Warrant for 50,000 shares of Common
Stock of Aronex Pharmaceuticals, Inc. issued in the name of
Genzyme Corporation.
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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.
ARONEX PHARMACEUTICALS, INC.
Date: May 27, 1998
By: /s/ Terance A. Murnane
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Ternace A. Murnane
Controller and Secretary
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