SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 5, 1996
(Date of Report - earliest event reported)
DURA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 000-19809 95-3645543
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
5880 PACIFIC CENTER BLVD., SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE IS (619) 457-2553
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Exhibit Index on Page 4
Item 2. Acquisition or Disposition of Assets
a. On August 21, 1996, Dura Pharmaceuticals, Inc. (the "Company")
signed a Licensing Agreement (the "Licensing Agreement") with Eli Lilly
and Company ("Lilly") to acquire exclusive U.S. marketing rights to
the patented antibiotics Keftab-Registered Trademark- (cephalexin
hydrochloride) and Ceclor-Registered Trademark- CD (cefaclor extended release
tablets). The acquisition closed on September 5, 1996. The purchase price
consisted of $100.0 million paid in cash at closing. Additional
future contingent payments of an aggregate of $75.0 million starting
in the year 1999 are subject to Ceclor-Registered Trademark- CD remaining
available by prescription only with no competitive products, as defined
in the Licensing Agreement. The Company and Lilly determined the purchase
price in arms' -length negotiations prior to August 21, 1996.
The Keftab-Registered Trademark- product generated U.S. sales revenues
for Lilly in 1993, 1994, and 1995 of approximately $13.0 million, $18.0
million, and $19.0 million respectively, and direct product cost of sales in
1993, 1994, and 1995 of approximately $2.5 million, $3.5 million, and $3.8
million, respectively. Ceclor-Registered Trademark- CD received marketing
approval from the U.S. FDA in June 1996; therefore, there is no historical
financial information available for Ceclor-Registered Trademark- CD. The
Company expects to launch Ceclor-Registered Trademark- CD this fall.
Lilly will manufacture Keftab-Registered Trademark- and
Ceclor-Registered Trademark- CD products for the Company under a separate
Manufacturing Agreement executed on August 21, 1996 (the "Manufacturing
Agreement"). The Company does not expect the Manufacturing Agreement with
Lilly to significantly impact the products' future cost of sales as a percent
of sales revenue as compared to its historical percentages.
The Licensing Agreement provides that Dura can recover a portion,
declining over time, of the purchase price and future annual contingent
payments upon the occurrence of a breach by Lilly of either the Licensing
Agreement or the Manufacturing Agreement, or a force majeure event occurs to
Lilly that would permit Dura to terminate the Manufacturing Agreement.
The Keftab-Registered Trademark- products are being marketed by the
Company primarily to the same respiratory physician specialists currently
targeted by the Company's national sales force. The Company expects to
increase the number of field sales force personnel to support the
Ceclor-Registered Trademark- CD product launch in time for the upcoming
respiratory season (which traditionally begins in October), and expects to
continue sales force growth in 1997.
Item 7. Financial Statements and Exhibits
c. Exhibits:
2.1 Licensing Agreement dated August 21, 1996 between the
Company and Lilly.* The exhibits referenced in the Licensing Agreement have
not been included because they are either disclosed in the agreement or would
not be material to an investment decision; they will be provided to the
Commission upon request.
*Certain confidential portions of this Exhibit were omitted by means of
marking such portions with an asterisk (the "Mark"). This Exhibit has been
filed with The Secretary of the Commission without the Mark pursuant to the
Company's application requesting confidential treatment under Rule 24b-2
under the Securities Exchange Act of 1934, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 8-K/A-1 to be signed on its
behalf by the undersigned hereunto duly authorized.
DURA PHARMACEUTICALS, INC.
Date: December 20, 1996 /s/ MITCHELL R. WOODBURY
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Mitchell R. Woodbury
Vice President and General Counsel
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DURA PHARMACEUTICALS, INC.
FORM 8-K/A-1
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Licensing Agreement dated August 21, 1996 between
the Company and Lilly.*
*Certain confidential portions of this Exhibit were omitted by means of
marking such portions with an asterisk (the "Mark"). This Exhibit has been
filed with The Secretary of the Commission without the Mark pursuant to the
Company's application requesting confidential treatment under Rule 24b-2
under the Securities Exchange Act of 1934, as amended.
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