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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 2, 2003 0-16132
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Date of Report (Date of earliest Commission File Number
event reported)
CELGENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 22-2711928
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7 Powder Horn Drive
Warren, New Jersey 07059
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(Address of Principal Executive Offices) (Zip Code)
(732) 271-1001
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(Registrant's telephone number, including area code)
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Item 5. Other Events
On January 2, 2003, Celgene Corporation (the "Registrant") issued a
press release announcing that it has broadened its thalidomide analog patent
estate through the acquisition of exclusive rights to the intellectual property
covering thalidomide analogs from Children's Hospital, Boston and EntreMed, Inc.
The terms of the transaction also provide for the termination of related
litigation between the companies and the acquisition by the Registrant
of a significant equity stake in EntreMed. The press release is filed as
an exhibit hereto and is hereby incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
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99.1 Press Release of Celgene Corporation dated January 2, 2003.
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.
Date: January 2, 2003
CELGENE CORPORATION
By: /s/ Robert J. Hugin
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Name: Robert J. Hugin
Title: Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description
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99.1 Press Release of Celgene Corporation dated January 2, 2003.
EXHIBIT 99.1
Contact: Robert J. Hugin
Senior VP and CFO
Celgene Corporation
(732) 271-4102
CELGENE BROADENS INTELLECTUAL PROPERTY ESTATE COVERING
THALIDOMIDE ANALOGS
Celgene, EntreMed Sign Agreements To Terminate Litigation
Five-Year Collaboration to Develop Novel Anti-Cancer Therapies Initiated with
Children's Hospital, Boston
Celgene Acquires Equity Stake in EntreMed
WARREN, NJ - (January 2, 2003) - Celgene Corporation (NASDAQ: CELG) announced
today that it has broadened its thalidomide analog patent estate through the
acquisition of exclusive rights to the intellectual property covering
thalidomide analogs from Children's Hospital, Boston and EntreMed, Inc. The
agreements also provide for the termination of related litigation between the
companies. Under the terms of the agreements, Celgene will acquire a significant
equity stake in EntreMed and will enter into a five-year research collaboration
with Children's Hospital to develop novel anti-cancer agents.
"This transaction broadens our intellectual property estate for one of our most
significant programs, the IMiDs. The elimination of a potentially lengthy
litigation will allow us to further intensify our focus on the development of
REVIMID and the entire IMiD class of products," said Robert J. Hugin, Chief
Financial Officer of Celgene Corporation. "We are pleased that our research
efforts have been strengthened by this new collaboration with Children's
Hospital, a world-class research institution. I am confident that our equity
investment will assist EntreMed in the achievement of their corporate
objectives."
Under the terms of the agreements, Celgene will receive convertible preferred
stock and warrants from EntreMed in exchange for $16.75 million. The preferred
stock is convertible into 16,750,000 shares of common stock at an equivalent
price of $1.00 per share. The warrants, which may be exercised on a net issue
basis, may be issued for up to 7,000,000 shares of common stock after six months
at an exercise price of $1.50 per share. The agreements were completed on
December 31, 2002 and will be accounted for in the fourth quarter of 2002.
If Celgene chooses to convert all of the preferred stock and exercise all of the
warrants, Celgene would own approximately 49 percent of EntreMed based on the
shares of EntreMed's common stock currently outstanding. Celgene has also made a
$10 million cash payment to EntreMed in connection with the litigation
settlement. In addition, Celgene has obtained a one-year option to license one
of three preclinical oncology products currently under development at EntreMed.
Celgene and Children's Hospital have agreed to enter into a five-year sponsored
research collaboration totaling $1.5 million over the term of the research. In
consideration for the termination of the EntreMed Analog Agreements, Celgene
made a $2.5 million payment to Children's Hospital with another $2.5 million
payable by 2006. Additional payments are possible under the agreement dependent
on the successful development and commercialization of thalidomide analogs.
IMiDs
IMiDS are novel, small molecule, orally available compounds that modulate the
immune system. Data published in The Journal of Immunology demonstrated that
IMiDs potently inhibit the inflammatory cytokines and growth factors such as
tumor necrosis factor alpha (TNF alpha), basic fibroblastic growth factor (bFGF)
and vascular endothelial growth factor (VEGF) that are involved in tumor
development. IMiDs were also reported in Blood to enhance T-cell proliferation,
IL-2 production and apoptosis (cell death).
Celgene has advanced two IMiDs, REVIMID(TM) (CC-5013) and ACTIMID(TM) (CC-4047),
into clinical trials in cancer and inflammatory diseases. At the American
Society of Hematology annual meeting in December, clinical investigators
presented data on REVIMID, the lead IMiD, in both multiple myeloma and
myelodysplastic syndromes that indicated REVIMID has significant anti-tumor
activity in both indications. Celgene recently initiated two pivotal programs
for REVIMID in multiple myeloma and metastatic melanoma that consist of
multi-center, controlled, double-blind trials conducted in the United States and
internationally. ACTIMID, the next IMiD, is being tested in a Phase I/II
clinical trial in refractory multiple myeloma. Interim data from this trial was
presented at the annual meeting of the International Society for Experimental
Hematology and demonstrated that ACTIMID has anti-tumor activity in multiple
myeloma and has an acceptable toxicity profile.
Celgene Corporation, headquartered in Warren, New Jersey, is an independent
biopharmaceutical company engaged primarily in the discovery, development and
commercialization of novel therapies for the treatment of cancer and
inflammatory diseases through gene and protein regulation. For more information,
please visit the Company's website at www.celgene.com.
This release contains certain forward-looking statements which involve known and
unknown risks, delays, uncertainties and other factors not under the Company's
control, which may cause actual results, performance or achievements of the
Company to be materially different from the results, performance or other
expectations implied by these forward-looking statements. These factors include
results of current or pending research and development activities, actions by
the FDA and other regulatory authorities, and those factors detailed in the
Company's filings with the Securities and Exchange Commission such as 10K, 10Q
and 8K reports.
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