UNITED STATES
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 (Date of earliest event reported): January 26, 2005
ARIAD Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-21696 22-3106987
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
26 Landsdowne Street, Cambridge, Massachusetts 02139
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 494-0400
Not Applicable
(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 1.01 Entry into a Material Definitive Agreement.
On January 26, 2005, ARIAD Pharmaceuticals, Inc. (the "Registrant")
and its 80%- owned subsidiary, ARIAD Gene Therapeutics, Inc.
(together, the "Company"), entered into non-exclusive license and
supply agreements with Medinol Ltd. ("Medinol"), a cardiovascular
medical device company located in Israel, for the development and
commercialization of stents and certain other medical devices to
deliver the Company's mTOR inhibitor, AP23573, to prevent reblockage
of injured vessels following stent-assisted angioplasty
(collectively, the "Products").
Under the license agreement, the Company granted to Medinol a
non-exclusive, world-wide, royalty-bearing license, under its
patents and technology, to develop, manufacture and sell the
Products. The license agreement allows Medinol to distribute
Products worldwide through W.L. Gore and Associates or other
distributors authorized by the Company. The term of the license
agreement extends to the later to occur of the expiration of the
Company's patents relating to the rights granted to Medinol under
the license agreement or fifteen years after the first commercial
sale of a Product. Medinol is required under the license agreement
to use commercially reasonable efforts to develop the Products. The
license agreement provides for the payment by Medinol to the Company
of an upfront license fee, payments based on achievement of
development, regulatory and commercial milestones and royalties
based on commercial sale of the Products. The Company is required
under the supply agreement to use commercially reasonable efforts to
supply agreed-upon quantities of AP23573 to Medinol, and Medinol
shall purchase such supply of AP23573 from the Company, for the
development, manufacture and sale of the Products. The supply
agreement is coterminous with the license agreement. These
agreements may be terminated by either party for breach after a
90-day cure period. In addition, Medinol may terminate the
agreements upon 30-day notice to ARIAD upon certain events,
including if it determines, in its reasonable business judgment,
that it is not in its business interest to continue the development
of any Product, and ARIAD may terminate the agreements upon 30-day
notice to Medinol, if it determines that it is not in its business
interest to continue development and regulatory approval efforts
with respect to AP23573.
A copy of the press release issued by the Registrant on January 27,
2005 is filed herewith as Exhibit 99.1 and the information contained
therein is incorporated by reference into this Item 1.01 of this
Current Report on Form 8-K.
ITEM 9.01 Financial Statements and Exhibits.
(c) The following exhibits are filed with this report
Exhibit
Number Description
------- -----------
99.1 Press release dated January 27, 2005.
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.
ARIAD Pharmaceuticals, Inc.
By: /s/Edward M. Fitzgerald
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Edward M. Fitzgerald
Senior Vice President and Chief Financial Officer
Date: February 1, 2005
EXHIBIT INDEX
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Exhibit
Number Description
- ------- -----------
99.1 Press release dated January 27, 2005.