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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED): NOVEMBER 12, 1998
ARONEX PHARMACEUTICALS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-20111 76-0196535
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
8707 TECHNOLOGY FOREST PLACE
THE WOODLANDS, TEXAS 77381-1191
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES
AND ZIP CODE)
(281) 367-1666
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
On November 12, 1998, Aronex Pharmaceuticals, Inc. (the "Company") entered
into a License Agreement with Abbott Laboratories ("Abbott") with respect to the
Company's NYOTRAN product. The License Agreement provides Abbott with exclusive
worldwide rights to market and sell NYOTRAN, subject to rights previously
granted to Grupo Ferrer Internacional, S.A. in Spain and Portugal and certain
copromotion rights retained by the Company in the United States and Canada.
Abbott agreed to pay the Company up-front payments of $2.8 million, which
payments were received by the Company on November 25, 1998. Abbott has also
agreed to provide funding for continuing clinical development of NYOTRAN and to
make subsequent milestone payments as specified regulatory goals and sales
targets are achieved. Abbott will also pay the Company escalating royalties on
all product sales of NYOTRAN.
In connection with the License Agreement, the Company entered into a Stock
Purchase Agreement with Abbott on November 12, 1998 under which Abbott agreed to
purchase 837,989 shares of the Company's common stock for $3.0 million in cash.
The sale of such shares was completed on November 30, 1998 pursuant to the terms
of the Stock Purchase Agreement. The sale of such shares was not registered
under the Securities Act of 1933, as amended (the "Securities Act"), and was
made in reliance on Section 4(2) of the Securities Act and Rule 506 of
Regulation D.
Item 7. Exhibits
*Exhibit 10.1 -- License Agreement, dated November 12, 1998, between
Abbott Laboratories and Aronex Pharmaceuticals, Inc.
*Exhibit 10.2 -- Stock Purchase Agreement, dated November 12, 1998,
between Abbott Laboratories and Aronex Pharmaceuticals,
Inc.
*Confidential treatment has been requested for portions of the referenced
agreement. The copy filed as an exhibit omits the information subject to
the confidentiality request.
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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.
Aronex Pharmaceuticals, Inc.
Date: November 30, 1998
By: /s/ Geoffrey F. Cox, Ph.D.
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Geoffrey F. Cox, Ph.D.
Chairman of the Board
and Chief Executive Officer
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EXHIBIT INDEX
Exhibit 10.1 -- License Agreement, dated November 12, 1998, between
Abbott Laboratories and Aronex Pharmaceuticals, Inc.
Exhibit 10.2 -- Stock Purchase Agreement, dated November 12, 1998,
between Abbott Laboratories and Aronex Pharmaceuticals,
Inc.