SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): November 26, 2002
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Curis, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-30347 04-3505116
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
61 Moulton Street Cambridge, Massachusetts 02138
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 503-6500
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
Curis, Inc. ("Curis" or "the Company") announced on November 26, 2002 it
has licensed its broad bone morphogenetic protein (BMP) technology portfolio to
Ortho Biotech Products, L.P., a member of the Johnson & Johnson family of
companies. Two of Ortho Biotech's research affiliates, Johnson & Johnson
Pharmaceutical Research & Development, L.L.C. and Centocor Research &
Development, also members of the Johnson & Johnson family of companies, will
have joint responsibility for further research and development of the licensed
Curis BMP portfolio.
The transaction covers all of Curis' proprietary BMP compounds including
BMP-7, which has been studied in animal models as a treatment for systemic
complications (renal osteodystrophy and vascular calcification) associated with
chronic kidney diseases (CKD). Use of Curis' BMPs for the repair or regeneration
of local musculoskeletal tissue defects and dental defects is the subject of an
exclusive agreement with another party and not included in the licensed Curis
BMP portfolio.
Cardiovascular disease resulting from vascular calcification is the leading
cause of death in the kidney dialysis patient population. In addition to kidney
disease, the Curis BMP patent portfolio addresses many other therapeutic areas
including the use of BMPs to promote motor skill recovery following stroke and
improvement of memory and learning functions following traumatic brain injury.
The agreement provides for cash payments from Ortho Biotech to Curis,
including an upfront of $3.5 million and milestone payments at various intervals
during the U.S. and European regulatory approval process for the first two
therapeutic indications developed. These milestones include a $30 million
payment for U.S. regulatory approval of a product for the treatment of kidney
disease or associated complications. In exchange for these payments, Ortho
Biotech receives the rights to develop and commercialize products based on
Curis' extensive BMP patent portfolio, which covers numerous compositions of
matter, fields of medical use, and related methodologies. The agreement further
specifies that Curis will receive a royalty on net sales of products that
incorporate Curis' BMP technologies.
A copy of the Agreement dated as of November 27, 2002 between Curis and
Ortho Biotech is being filed as Exhibit 10.1 to this Current Report on Form
8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
10.1 Agreement dated as of November 27, 2002 by and between Curis,
Inc. and Ortho Biotech Products, L.P.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CURIS, INC.
Date: December 9, 2002 By: /S/ Daniel R. Passeri
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Daniel R. Passeri
President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit No. Description
10.1 Agreement dated as of November 27, 2002 by and between Curis,
Inc. and Ortho Biotech Products, L.P.
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