SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) APRIL 7, 1998
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MOLECULAR BIOSYSTEMS, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 1-10546 38-30878632
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10070 BARNES CANYON ROAD, SAN DIEGO, CALIFORNIA 92121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 452-0681
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10030 BARNES CANYON ROAD, SAN DIEGO, CALIFORNIA 92121
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(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 7, 1998, Molecular Biosystems, Inc. (the "Company") granted an
exclusive license to Chugai Pharmaceutical Co., Ltd. ("Chugai") in Japan,
Taiwan and South Korea for certain products pursuant to a Cooperative
Development and Marketing Agreement. The Company also sold shares of its
common stock to Chugai pursuant to a Common Stock Purchase Agreement as part
of the transaction. Both of those Agreements are filed as exhibits to this
Current Report on Form 8-K.
COOPERATIVE DEVELOPMENT AND MARKETING AGREEMENT.
Under the Cooperative Development and Marketing Agreement (the
"Development Agreement"), the Company granted Chugai an exclusive license for
the development and sale of Company products in Japan, Taiwan and South
Korea. This license will allow Chugai to develop and sell FS069,
ORALEX-Registered Trademark- and a potential future ultrasound product for
fifteen years from March 31, 1998. The Company also granted to Chugai a
right of first offer with respect to all ultrasound imaging agents owned or
developed by the Company for certain uses in Japan, Taiwan and South Korea.
FS069 is a perfluorocarbon based cardiac ultrasound contrast imaging agent.
ORALEX-Registered Trademark- is a proprietary oral ultrasound agent to be
used in the examination of the upper gastrointestinal anatomy.
Under the Development Agreement, the Company will receive from Chugai an
initial license fee of $14 million, milestone payments of up to $20 million
based on the achievement of certain product development goals and royalty
payments from Chugai based on the sale of commercialized products in Japan,
Taiwan and South Korea. There can be no assurance, however, that all or any
of these product development goals will be satisfied or that any products
will be commercialized.
COMMON STOCK PURCHASE AGREEMENT.
Under the Common Stock Purchase Agreement, the Company sold to Chugai
691,883 shares of common stock for $12.00 per share for a total equity
investment of $8.3 million. These shares are subject to certain covenants
and restrictions, including "standstill" rights of the Company, a market
stand-off provision and restrictions on transferability.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements: Not applicable.
(b) PRO FORMA Financial Information: Not Applicable
(c) Exhibits
The following Exhibits are hereby filed as part of this Current
Report on Form 8-K.
EXHIBIT DESCRIPTION
2.1 Cooperative Development and Marketing Agreement effective as of March
31, 1998 between the Company and Chugai Pharmaceutical Co., Ltd.
2.2 Common Stock Purchase Agreement effective as of March 31, 1998 between
the Company and Chugai Pharmaceutical Co., Ltd.
99.1 Press Release issued on April 8, 1998.
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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.
MOLECULAR BIOSYSTEMS, INC.
By: /s/ Gerard A. Wills
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Gerard A. Wills
Vice President, Finance and
Chief Financial Officer
Date: April 22, 1998
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EXHIBIT INDEX
The following Exhibits are filed herewith:
EXHIBIT DESCRIPTION
+2.1 Cooperative Development and Marketing Agreement effective as of March
31, 1998 between the Company and Chugai Pharmaceutical Co., Ltd.
2.2 Common Stock Purchase Agreement effective as of March 31, 1998 between
the Company and Chugai Pharmaceutical Co., Ltd.
99.1 Press Release issued April 8, 1998.
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+ Certain confidential portions of this Exhibit were omitted by
means of marking such portions with an asterisk (the "Mark").
This Exhibit has been filed separately with the Secretary of the
Commission without the Mark pursuant to the Company's Application
Requesting Confidential Treatment under Rule 24b-2 under the
Exchange Act of 1934, as amended.
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