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): June 29, 2001
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Curis, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-30347 04-3505116
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(Commission File Number) (I.R.S. Employer
Identification No.)
61 Moulton Street
Cambridge, Massachusetts 02138
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(Address of Principal Executive Offices (Zip Code)
(617) 503-6500
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name and Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On June 29, 2001, Curis, Inc. entered into a purchase and sale agreement
with Micromet, AG, a German corporation, pursuant to which Curis assigned its
single-chain-polypeptide technology to Micromet in exchange for approximately
U.S.$14 million in a combination of cash, equity of Micromet, and a promissory
note convertible into the equity of Micromet.
In addition, on June 29, 2001, Curis entered into a letter of intent with
Micromet pursuant to which the parties agreed to enter into a target research
and license agreement and a development agreement. It is intended that these
agreements will provide Curis with royalties on Micromet's product revenues, if
any, arising out of the assigned technology, joint ownership of future product
discoveries, if any, arising out of the collaboration, and access by Curis to
Micromet's proprietary single cell analysis of gene expression technology.
A copy of the purchase and sale agreement is filed as Exhibit 2.1 to this
Report and is incorporated herein by reference. A copy of the letter of intent
is filed as Exhibit 99.1 to this Report and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired.
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Not applicable.
(b) Pro Forma Financial Information.
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Not applicable.
(c) Exhibits.
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Exhibit Description
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+ 2.1 Agreement for Purchase and Sale of Single-Chain
Polypeptide Business dated as of June 29, 2001 between
Curis, Inc. and Micromet, AG
99.1 Letter of Intent dated June 29, 2001 between Curis,
Inc. and Micromet, AG
+ Confidential treatment has been requested as to certain portions of
this exhibit.
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SIGNATURE
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.
Date: July 2, 2001 CURIS, INC.
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(Registrant)
By: /s/ Dan Passeri
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Dan Passeri
Senior Vice President, Corporate
Development and Strategic Planning
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Exhibit 2.1
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Insert Attachment A
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