1
===============================================================================
U.S. 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: June 11, 1997
RIBOZYME PHARMACEUTICALS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware Commission file number 0-27914 34-1697351
(State of incorporation) (I.R.S. Employer Identification No.)
2950 Wilderness Place
Boulder, Colorado 80301
(Address of principal executive offices)
Registrant's telephone number: (303) 449-6500
-------------
===============================================================================
2
ITEM 5. Other Events
On April 9, 1997, Ribozyme Pharmaceuticals, Inc. ("RPI") entered into
a research collaboration with Schering AG, Germany, focusing on the use of
ribozymes for therapeutic target validation, as well as the development of
ribozymes as therapeutic agents.
The collaboration will utilize the special selectivity of ribozymes to
validate new molecular therapeutic targets, and to discover new therapeutic
agents based on those targets. RPI will provide its expertise in ribozyme
design, synthesis and delivery, and Berlex Laboratories, Inc., a U.S.
subsidiary of Schering AG, Germany, will provide candidate targets, cell
culture screens, animal models and development and commercialization expertise
to the collaboration. It is anticipated that hundreds of potential targets
will be examined over a five year period, and Berlex will have options to
commercialize products from validated targets.
Schering AG, Germany will make an equity investment of up to $5
million over the next year and will separately provide loans of up to $2
million for each of the next five years. These loans are convertible into
equity at the option of Schering AG, Germany under certain circumstances. In
addition, Schering AG, Germany will make research payments of $2 million a year
for the next five years and RPI may earn success fees and product development
milestones, and will manufacture synthetic ribozyme products and receive
royalties on both ribozyme and non-ribozyme products. All such payments are
subject to certain restrictions, including receipt of certain third party
consents and the termination of the research collaboration at Schering AG,
Germany's option upon one year's notice. Under certain circumstances, total
payments to RPI during the collaboration and prior to product sales could
exceed $60 million over the term of the collaboration.
2
3
EXHIBIT INDEX
Number
1.1 Research, License, Supply and Royalty Agreement Between Schering
Aktiengesellschaft and the Company, dated April 9, 1997.
1.2 Purchase Agreement dated as of April 9, 1997 among the Company,
Schering Berlin Venture Corporation and Schering Aktiengesellschaft.
3
4
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
RIBOZYME PHARMACEUTICALS, INC.
Dated: June 11, 1997 By: /s/ Lawrence E. Bullock
------------- ------------------------------------------
Lawrence E. Bullock
Vice President and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
4
5
EXHIBIT INDEX
Number
- ------
1.1 Research, License, Supply and Royalty Agreement Between Schering
Aktiengesellschaft and the Company, dated April 9, 1997.
1.2 Purchase Agreement dated as of April 9, 1997 among the Company,
Schering Berlin Venture Corporation and Schering Aktiengesellschaft.