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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: September 18, 1997
RIBOZYME PHARMACEUTICALS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware Commission file number 0-27914 34-1697351
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(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
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ITEM 5. Other Events
On April 9, 1997, Ribozyme Pharmaceuticals, Inc. ("RPI") entered into a
research collaboration with Schering AG, Germany ("Schering"), 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, 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 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 under certain circumstances. In addition, Schering 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 resulting from the collaboration. All such payments are subject to
certain restrictions, including receipt of certain third party consents. The
research collaboration may be terminated at Schering's option after April 9,
1998.
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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: September 18, 1997 By: /s/ Lawrence E. Bullock
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Lawrence E. Bullock
Vice President and Chief Financial
Officer
(Principal Financial Officer and
Principal Accounting Officer)
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EXHIBIT INDEX
Number
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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.
* The confidential portions ( [ ] ) of these exhibits have been omitted
pursuant to regulation 240.25b-2(b) of the Securities Exchange Act of 1934, and
have been filed separately with the Commission.