AMENDMENT NO. 1
TO
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20459
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to _____________.
Commission file number 0-20713
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ENTREMED, INC.
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(Exact name of registrant as specified in its charter)
Delaware 58-1959440
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
9640 Medical Center Drive
Rockville, Maryland
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(Address of principal executive offices)
20850
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(Zip code)
(301) 217-9858
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(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most recent practicable date.
Class Outstanding at August 10, 2001
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Common Stock $.01 Par Value 18,272,370
ENTREMED, INC.
Table of Contents
Part II. OTHER INFORMATION
Item 5 -- Other Information 3
Item 6 -- Exhibits and Reports on Form 8-K 3
SIGNATURES 4
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Item 5. OTHER INFORMATION
Pursuant to a purchase agreement dated June 15, 2001 by and between
Bioventure Investments kft ("Bioventure") and the Company, as amended July 13,
2001, July 30, 2001 and August 3, 2001 (the "Purchase Agreement"), Bioventure
purchased as of August 6, 2001 all of our right, title and interest to the net
royalty payments payable by Celgene Corporation ("Celgene") to the Company under
the agreement dated as of December 9, 1998 by and between the Company and
Celgene (the "Celgene Sublicense"). In consideration for such sale, the Company
received $24.38 million in cash, the right to receive a future payment of $3
million if certain sales milestones are achieved, and the right to receive
additional contingent consideration in the event that sales of Thalidomide
satisfy specified thresholds.
The Celgene Sublicense and the license agreement dated as of May 26,
1994, as amended, by and between the Company and Children's Medical Center
Corporation ("CMCC") (the "CMCC License") were terminated as of the closing and
the Company entered into a new agreement (the "Analog Agreement") with CMCC,
pursuant to which CMCC granted to the Company an exclusive worldwide right and
license to the Thalidomide analogs that previously were licensed to us under the
CMCC License. Under the Analog Agreement, we are obligated to make payments to
CMCC in connection with the attainment of certain milestones totaling
$1,500,000 for each licensed analog, and royalty payments in connection with any
future sales of licensed analogs.
The pro-forma financial statements included in this report as Exhibit
99.1 and incorporated by reference herein give effect to the transaction as of
January 1, 2000.
The above description is qualified in its entirety by reference to the
Purchase Agreement and the Amendments thereto and the Analog Agreement, filed
as exhibits 10.39.1 - 10.39.4 and 10.40, respectively.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.39.1*+ Purchase Agreement between Bioventure Investments kft and
the Company, dated June 15, 2001
10.39.2* Amendment 1 to Purchase Agreement between Bioventure
Investments kft and the Company, dated July 13, 2001
10.39.3* Amendment 2 to Purchase Agreement between Bioventure
Investments kft and the Company, dated July 30, 2001
10.39.4* Amendment 3 to Purchase Agreement between Bioventure
Investments kft and the Company, dated August 3, 2001
10.40+ Analog Agreement between Children's Medical Center
Corporation and the Company, dated August 6, 2001
99.1* Unaudited Pro-forma Consolidated Financial Statements -
Pro-forma Consolidated Balance Sheet for the period ending
June 30, 2001 and Pro-forma Consolidated Statements of
Operations for the periods ending December 31, 2000 and June
30, 2001
* Previously filed.
+ Certain portions of this exhibit have been omitted based upon a request for
confidential treatment. The omitted portions have been filed with the Commission
pursuant to our application for confidential treatment.
(b) Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amended report to be signed on its behalf by the
undersigned hereunto duly authorized.
ENTREMED, INC.
Date: March 15, 2002 /s/ Dane R. Saglio
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Dane R. Saglio
Chief Accounting Officer
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EXHIBIT INDEX
Exhibit No. Description
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10.39.1*+ Purchase Agreement between Bioventure Investments kft and the Company, dated
June 15, 2001
10.39.2* Amendment 1 to Purchase Agreement between Bioventure Investments kft and the
Company, dated July 13, 2001
10.39.3* Amendment 2 to Purchase Agreement between Bioventure Investments kft and the
Company, dated July 30, 2001
10.39.4* Amendment 3 to Purchase Agreement between Bioventure Investments kft and the
Company, dated August 3, 2001
10.40+ Analog Agreement between Children's Medical Center Corporation and the
Company, dated August 6, 2001
99.1* Unaudited Pro-forma Consolidated Financial Statements - Pro-forma Consolidated
Balance Sheet for the period ending June 30, 2001 and Pro-forma Consolidated
Statements of Operations for the periods ending December 31, 2000 and
June 30, 2001
* Previously filed.
+ Certain portions of this exhibit have been omitted based upon a request for
confidential treatment. The omitted portions have been filed with the
Commission pursuant to our application for confidential treatment.
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