UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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)
SEPTEMBER 14, 2004 (AUGUST 9, 2004)
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DOV PHARMACEUTICAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
000-49730 22-3374365
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(Commission File Number) (IRS Employer Identification No.)
43 HACKENSACK AVENUE
HACKENSACK, NJ 07601
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(Address of Principal Executive Offices) (Zip Code)
(201) 968-0980
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS.
On August 9, 2004, DOV Pharmaceutical, Inc. announced that an agreement
had been reached with an affiliate of Merck & Co., Inc. for the development and
commercialization of DOV's novel triple uptake inhibitors for the treatment of
depression and related psychiatric disorders, subject to approval under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. On September 14, 2004, DOV
announced the termination of the waiting period required under the Hart-Scott
Rodino Act and the closing of the licensing agreement effective as of September
10, 2004. Pursuant to the licensing agreement, DOV received a $35 million
up-front licensing payment.
A copy of the licensing agreement is attached to this Current Report on
Form 8-K as Exhibit 10.1 and is hereby incorporated by reference. The filing of
the information included or incorporated by reference in this Item 8.01 of this
Current Report is not intended to constitute a determination by registrant that
the information is material.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
No. Description
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10.1 Exclusive License, Development and Commercialization Agreement, dated
August 5, 2004, by and between MSD Warwick (Manufacturing) Ltd. and DOV
Pharmaceutical, Inc., portions of which are subject to a request for
confidential treatment
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DOV PHARMACEUTICAL, INC.
Date: September 22, 2004 By: /s/ Arnold Lippa
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Name: Arnold Lippa
Title: Chief Executive Officer
EXHIBIT INDEX
Exhibit
No. Description
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10.1 Exclusive License, Development and Commercialization Agreement, dated
August 5, 2004, by and between MSD Warwick (Manufacturing) Ltd. and DOV
Pharmaceutical, Inc., portions of which are subject to a request for
confidential treatment