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): October 9, 2007
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 October 9, 2007, ARIAD Pharmaceuticals, Inc. (the "Registrant"), along with
its 80%-owned subsidiary, ARIAD Gene Therapeutics, Inc. (together, the
"Company"), entered into a non-exclusive license agreement with ICON Medical
Corp. ("ICON"), an emerging cardiovascular medical device company, to develop
and commercialize drug-eluting stents that deliver ARIAD's novel mTOR inhibitor,
deforolimus (the "Products"), to prevent restenosis of injured vessels following
interventions in which stents are used in conjunction with balloon angioplasty.
Under the license agreement, the Company granted to ICON a non-exclusive,
worldwide, royalty-bearing license, under its patents and technology, to
develop, manufacture and sell the Products. The term of the license agreement
extends to the later to occur of the expiration of the Company's patents related
to the rights granted to ICON under the license agreement or fifteen years after
the first commercial sale of a Product. ICON is required under the license
agreement to use commercially reasonable efforts to develop the Products. The
license agreement provides that the Company will receive an equity stake in ICON
pursuant to a Stock Purchase Agreement, up to $27 million in payments based on
achievement of certain clinical, regulatory and commercial milestones for two
products and royalties on worldwide sales of all Products. The Company is
required to use commercially reasonable efforts to supply deforolimus to ICON
for use in the development, manufacture and sale of the Products.
The license agreement may be terminated by either party for breach after a cure
period of up to 90 days, in the case of bankruptcy by either party, by ICON upon
30 days prior written notice if ICON determines, in its reasonable business
judgment, that it is not in its business interest to continue development of any
Product, or by the Company upon 30 days' prior written notice, if it determines
that it is not in its business interest to continue development and regulatory
approval efforts with respect to deforolimus.
A copy of the press releaseannouncing the collaboration, dated October 11, 2007,
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.
(d) The following exhibits are filed with this report
Exhibit
Number Description
------ -----------
99.1 Press release dated October 11, 2007
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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.
ARIAD Pharmaceuticals, Inc.
By: /s/ Edward M. Fitzgerald
-------------------------------------
Edward M. Fitzgerald
Senior Vice President, Finance and
Corporate Operations, Chief Financial
Officer
Date: October 15, 2007
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EXHIBIT INDEX
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Exhibit
Number Description
- ------ -----------
99.1 Press release dated October 11, 2007
4