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 1, 1998
NEOSE TECHNOLOGIES, INC.
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(Exact Name of Registrant Specified in Charter)
Delaware 0-27718 13-3549286
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
102 Witmer Road, Horsham, Pennsylvania 19044
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 441-5890
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On June 1, 1998, Neose Technologies, Inc. (the "Company") entered into a
Research and Development Agreement with the Pharmaceutical Research Institute of
Bristol-Meyers Squibb Company, a Delaware corporation ("BMS"), to develop
proprietary processes for the manufacture of complex carbohydrates for two
cancer vaccines being developed by BMS (the "R&D Agreement"). The R&D Agreement
provides for the Company to receive payments upon the completion of certain
milestones. BMS may terminate the R&D Agreement upon ninety days prior
written notice. If BMS decides to purchase any complex carbohydrates from the
Company after commercializing either of its vaccines, the Company and BMS will
need to negotiate the terms of a manufacturing supply agreement.
On October 12, 1999, the Company entered into an Operating Agreement with
McNeil PPC, Inc., acting through its division McNeil Specialty Products Company
("McNeil"), for the purpose of forming Magnolia Nutritionals LLC, a limited
liability company organized under the laws of the State of Delaware, to develop
the cost-effective production of certain complex carbohydrates (the "Operating
Agreement"). The joint venture replaces and expands the previous research and
development agreement between the Company and McNeil.
On November 3, 1999, the Company entered into a Collaboration and License
Agreement (the "Collaboration Agreement") with American Home Products
Corporation, acting through its subsidiary company, Wyeth-Ayerst International
Inc. ("Wyeth"), to develop and commercialize a bioactive milk-based carbohydrate
for use in infant and pediatric nutritional formulas marketed by Wyeth. Under
the Collaboration Agreement, the two companies will conduct a joint research and
development program, with Wyeth's activities focused on use of the ingredient in
its pediatric products, and with the Company's activities focused on the
development of commercial scale manufacturing capabilities for the novel
bioactive carbohydrate ingredient. The Collaboration Agreement provides for
development fees payable to the Company prior to commercialization, and
anticipates that the Company will manufacture and sell novel ingredients to
Wyeth, and will receive royalties upon commercialization.
The R&D Agreement, the Operating Agreement and the Collaboration Agreement
are filed as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current Report
on Form 8-K. This summary description of the transaction is qualified in its
entirety by reference to the documents filed as exhibits hereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit Number Description
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99.1* Research and Development Agreement, dated June 1,
1998, between Neose Technologies, Inc. and the
Pharmaceutical Research Institute of Bristol-Myers
Squibb Company.
99.2* Operating Agreement of Magnolia Nutritionals LLC,
dated October 12, 1999, between Neose
Technologies, Inc. and McNeil PPC, Inc., acting
through its division McNeil Specialty Products
Company.
99.3* Collaboration and License Agreement, dated
November 3, 1999, between Neose Technologies, Inc.
and American Home Products Corporation.
Explanation of Footnotes to List of Exhibits
* The Company has intentionally omitted portions of the exhibits from this
filing. The Company has submitted an application for confidential treatment,
which includes the omitted portions, to the Securities and Exchange Commission.
The application for confidential treatment was filed as specified in Rule 24b-2
of the Securities Exchange Act of 1934.
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.
NEOSE TECHNOLOGIES, INC.
By: /s/ P. Sherrill Neff
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P. Sherrill Neff
President and Chief Financial Officer
Dated: February 2, 2000
Exhibit Index
Exhibit Number Description
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99.1* Research and Development Agreement, dated June 1, 1998,
between Neose Technologies, Inc. and the Pharmaceutical
Research Institute of Bristol-Myers Squibb Company.
99.2* Operating Agreement of Magnolia Nutritionals LLC, dated
October 12, 1999, between Neose Technologies, Inc. and
McNeil PPC, Inc., acting through its division McNeil
Specialty Products Company.
99.3* Collaboration and License Agreement, dated November 3,
1999, between Neose Technologies, Inc. and American Home
Products Corporation.
* The Company has intentionally omitted portions of the exhibits from this
filing. The Company has submitted an application for confidential
treatment, which includes the omitted portions, to the Securities and
Exchange Commission. The application for confidential treatment was filed
as specified in Rule 24b-2 of the Securities Exchange Act of 1934.