SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITY EXCHANGE ACT OF 1934
Date of report January 27, 1998
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NPS PHARMACEUTICALS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-23272 87-0439579
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(Commission File Number) (I.R.S. Employer Identification No.)
420 Chipeta Way, Salt Lake City, Utah 84108-1256
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(Address of Principal Executive Offices) (Zip Code)
(801) 583-4939
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report
ITEM 5. OTHER EVENTS.
PRECLINICAL AND CLINICAL (PRODUCT) DEVELOPMENT PROGRAMS:
Hyperparathyroidism Program. A Phase II clinical trial in primary
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hyperparathyroidism with R-568 has been initiated in Japan by NPS
Pharmaceuticals, Inc.'s (the "Company") Asian licensee (Japan, China,
Korea, and Taiwan), the Pharmaceutical Division of Kirin Brewery
Company, Ltd. ("Kirin"). Pursuant to the terms of the Collaboration
and License Agreement between Kirin and the Company, the start of such
a trial required that Kirin pay a $2 million milestone payment to the
Company. The Company's corporate licensee for the "rest-of-the-world",
Amgen Inc. ("Amgen"), has commenced a Phase I safety trial of a second
generation compound licensed from the Company and directed toward the
treatment of hyperparathyroidism. Amgen has also concluded dosing in
its Phase II trial using R-568 in secondary HPT patients (patients on
kidney dialysis) and is analyzing the data. The Company, Kirin, and
Amgen are sharing clinical development data.
Osteoporosis Program. The Company has executed an agreement with
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SmithKline Beecham Corporation ("SB") to extend the Collaborative
Research and License Agreement between the Company and SB for an
additional period of up to three years. Under the terms of the
extended agreement, the Company and SB will continue to work together
to develop one or more novel therapeutic approaches to the treatment
of osteoporosis utilizing the Company's calcium receptor technology.
Concurrent with such extension, SB purchased from the Company 160,000
shares of the Company's $.001 par value common stock for aggregate
consideration of $1,954,000 (a substantial premium over market price),
and has agreed to purchase additional shares annually, so long as the
extension remains in effect. In a separate transaction, SB's venture
capital affiliate, SR One, Ltd., sold shares of the Company's Common
Stock in the open market. NPS believes such sales were made by SR One
in the normal course of managing its investment portfolio.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
c. Exhibits
10.33 Amendment Agreement between SmithKline Beecham
Corporation and NPS Pharmaceuticals, Inc., dated
October 27, 1997.
10.34 Amendment Agreement between SmithKline Beecham
Corporation and NPS Pharmaceuticals, Inc., dated
November 26, 1997.
10.35/1/ Amendment to the Collaborative Research and License
Agreement between SmithKline Beecham Corporation and
NPS Pharmaceuticals, Inc., dated November 26, 1997.
10.36 Stock Purchase Agreement between SmithKline Beecham
Corporation and NPS Pharmaceuticals, Inc., dated
November 26, 1997.
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/1/ Confidential Treatment Requested
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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.
NPS PHARMACEUTICALS, INC.
Date: January 22, 1998 /s/ James U. Jensen
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James U. Jensen, Vice President
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INDEX TO EXHIBITS
Exhibit
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Number Description Numbered Page
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10.33 Amendment Agreement between SmithKline Beecham Corporation
and NPS Pharmaceuticals, Inc., dated October 27, 1997
10.34 Amendment Agreement between SmithKline Beecham Corporation
and NPS Pharmaceuticals, Inc., dated November 26, 1997
10.35/1/ Amendment to the Collaborative Research and License Agreement
between SmithKline Beecham Corporation and NPS
Pharmaceuticals, Inc., dated November 26, 1997
10.36 Stock Purchase Agreement between SmithKline Beecham
Corporation and NPS Pharmaceuticals, Inc., dated November 26,
1997
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/1/Confidential Treatment Requested
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