Full Doc
 | 2000 |
Cubist Pharmaceuticals, Inc. to Acquire Terragen Discovery Inc.
Cubist Pharmaceuticals, Inc. to Acquire Terragen Discovery Inc. (9K)
Doc #288753: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}2
{FILENAME}ex-99_1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
EXHIBIT 99.1
CUBIST PHARMACEUTICALS, INC. TO ACQUIRE TERRAGEN DISCOVERY INC.
Company Establishes Global Presence and Expands into Natural Product Drug
Discovery
****CONFERENCE CALL & LIVE WEBCAST TODAY AUGUST 8th AT 10:30 am ET****
CAMBRIDGE, MASS., AND VANCOUVER, BC, AUGUST 8, 2000 -- Cubist Pharmaceuticals,
Inc. (Nasdaq: CBST) and TerraGen Discovery Inc. today jointly announced the
signing of a definitive agreement for Cubist to acquire TerraGen, a privately
held company with operations in Vancouver, Canada and Slough, England. With the
acquisition, Cubist will enhance both its antimicrobial drug discovery platform
and product development engine and will obtain TerraGen's proprietary
technologies and expertise in the area of small molecule drug discovery from
natural products.
(Photo: http://www.newscom.com/cgi-bin/prnh/20000717/CUBELOGO)
There currently exist severe technical limitations in the ability to culture
over 99% of the microbes present in the environment. As a result, less than 1%
of existing natural microbial metabolites has been accessible for drug
screening. Despite these obstacles, however, natural diversity has proven to be
a rich source of pharmaceuticals-with greater than $14 billion annually in
global antibiotic sales derived from products from natural sources. Importantly,
TerraGen's proprietary technology portfolio overcomes the current technological
barriers, enabling the identification, production and screening for
pharmaceuticals from the untapped portion of the biological diversity that
exists today. In addition, TerraGen's expertise in directed biosynthesis
provides unique approaches for generating improved versions of existing drugs by
altering the metabolic pathways responsible for their production.
Specifically, TerraGen's patent estate covers the methods by which environmental
samples are collected and large DNA fragments encoding entire metabolic pathways
are cloned to create the NatGen(TM) collection of organisms, which produce novel
compounds. These techniques, coupled with TerraGen's NatChem(TM) chemical
extract library generated from a variety of microorganisms, greatly expand the
diversity of compounds that can be screened as drug candidates and extend the
utility of the conventional tools of natural product chemistry. Both companies
believe that such compounds will play a significant role in the discovery of
novel drugs in the field of antiinfectives as well as other important
therapeutic areas.
"We believe this acquisition will accelerate the achievement of our strategic
goal of attaining world leadership and a global presence in antiinfective drug
discovery, development and commercialization," said Scott M. Rocklage, Ph.D.,
Chairman, President and CEO of Cubist. "We will have one of the largest
committed efforts in the discovery and development of antiinfectives in the
world. Adding to the clinical success to date of Cidecin(TM), our lipopeptide
antibiotic currently in Phase III clinical trials, we will begin implementing
natural product chemistry technologies to expand our lipopeptide product
franchise. We will also broaden our drug discovery efforts to include natural
products, which currently are the source of 40% of the world's top-selling
drugs. In addition," Dr. Rocklage concluded, "as a result of the
{PAGE}
acquisition, we will have facilities established in Europe from which we can
both oversee our ongoing global clinical trials and manage our contract
manufacturing facilities."
"My colleagues and I are thrilled to be joining the Cubist team," said Julian
Davies, Ph.D., Chief Scientific Officer of TerraGen. "Cubist's experience in the
clinical development of a natural product, Cidecin, and its ongoing efforts in
the discovery of novel antiinfective agents make it the optimal choice to take
best advantage of our novel technology by providing resources and experience to
realize its full potential. We look forward to the successful integration of our
complementary strengths in discovery and development and participation in the
expansion of Cubist's drug discovery program."
Under the terms of the agreement, which both boards of directors have
unanimously approved, Cubist will acquire all of TerraGen's outstanding shares
in a stock-for-stock merger that is intended to be accounted for under a
pooling-of-interest treatment. Upon completion of the transaction, Cubist will
issue approximately $29 million worth of stock, or approximately 608,000 shares,
which is 2.1 % of its post-transaction, outstanding primary share count.
Completion of the acquisition is subject to review under the Hart- Scott-Rodino
Antitrust Improvement Act, to a vote of TerraGen's shareholders and to other
customary closing conditions. Cubist has already received agreements for
affirmative votes from 75% of TerraGen shareholders.
Bay City Capital acted as advisors to Cubist Pharmaceuticals for this
transaction.
TerraGen Discovery, Inc. is developing and applying innovative drug discovery
capabilities based on generating and screening novel small molecules derived
from traditionally inaccessible microbes. The Company's proprietary
combinatorial biosynthesis technologies provide unique access to a broad range
of structurally and functionally distinct compounds. TerraGen is partnering with
established pharmaceuticals companies to apply its platform to the discovery of
novel drugs and other high-value products, and is focusing its initial internal
drug discovery efforts on antiinfectives. TerraGen is a privately held,
venture-backed biotechnology company headquartered in Vancouver, British
Columbia.
Cubist Pharmaceuticals is focused on becoming a global leader in the research,
development and commercialization of novel antimicrobial drugs to combat serious
and life-threatening bacterial and fungal infections. Cubist is evaluating the
safety and efficacy of Cidecin(TM) (daptomycin for injection) in the EDGE(TM)
(Evaluation of Daptomycin in Gram-positive Entities) clinical trial program and
is engaged in multiple, strategic partnerships, including Novartis Pharma AG and
Merck & Co. for the discovery and development of novel antiinfectives.
CUBIST SAFEHARBOR STATEMENT
Statements contained herein that are not historical fact may be forward- looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, that are subject to a
variety of risks and uncertainties. There are a number of important factors that
could cause actual results to differ materially from those projected or
suggested in any forward-looking statements made by the Company. These factors
include, but are not limited to: (i) the Company's ability to successfully
complete product research and development, including pre-clinical and clinical
studies and commercialization; (ii) the Company's ability to obtain required
governmental approvals; (iii) the Company's ability to attract and/or maintain
manufacturing, sales, distribution and marketing partners; and (iv) the
Company's ability to develop and commercialize its products before its
competitors. Additional factors that would cause actual results to differ
materially from those projected or suggested in any forward-looking statements
are contained in the Company's filings with the Securities and Exchange
Commission, including those factors discussed under the caption "Risk Factors"
in the Company's Annual Report on Form 10-K/A (file No. 000-21379) filed on
April 3, 2000.
{PAGE}
******************CONFERENCE CALL INFORMATION******************
288753
|
Merck
As referenced in this Cubist Pharmaceuticals, Inc. to Acquire Terragen Discovery Inc.:
Merck – TM)
(Evaluation of Daptomycin in Gram-positive Entities) clinical trial program and
is engaged in multiple, strategic partnerships, including Novartis Pharma AG and
Merck & Co. for the discovery and development of novel antiinfectives.
CUBIST SAFEHARBOR STATEMENT
Statements contained herein that are not historical fact may be
_____________
dt 218704
;
Cubist Pharma
As referenced in this Cubist Pharmaceuticals, Inc. to Acquire Terragen Discovery Inc.:
CUBIST PHARMACEUTICALS, – {DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}2
{FILENAME}ex-99_1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
EXHIBIT 99.1
CUBIST PHARMACEUTICALS, INC. TO ACQUIRE TERRAGEN DISCOVERY INC.
Company Establishes Global Presence and Expands into Natural Product Drug
Discovery
****CONFERENCE CALL & LIVE WEBCAST TODAY
_____________
Cubist Pharmaceuticals, – Product Drug
Discovery
****CONFERENCE CALL & LIVE WEBCAST TODAY AUGUST 8th AT 10:30 am ET****
CAMBRIDGE, MASS., AND VANCOUVER, BC, AUGUST 8, 2000 -- Cubist Pharmaceuticals,
Inc. (Nasdaq: CBST) and TerraGen Discovery Inc. today jointly announced the
signing of a definitive agreement for Cubist to acquire TerraGen, a
_____________
Cubist Pharmaceuticals – customary closing conditions. Cubist has already received agreements for
affirmative votes from 75% of TerraGen shareholders.
Bay City Capital acted as advisors to Cubist Pharmaceuticals for this
transaction.
TerraGen Discovery, Inc. is developing and applying innovative drug discovery
capabilities based on generating and screening novel small molecules derived
_____________
Cubist Pharmaceuticals – focusing its initial internal
drug discovery efforts on antiinfectives. TerraGen is a privately held,
venture-backed biotechnology company headquartered in Vancouver, British
Columbia.
Cubist Pharmaceuticals is focused on becoming a global leader in the research,
development and commercialization of novel antimicrobial drugs to combat serious
and life-threatening
_____________
Cubist Pharmaceuticals, – http://www.vcall.com
*******************************************************************
For additional information, visit the Company's Web site at
http://www.cubist.com or http://www.noonanrusso.com.
Cubist Pharmaceuticals, Inc. Noonan/Russo Communications
Jennifer LaVin Chris Morrison - media
Senior Director, Corporate Communications
(617) 576-4258 (212) 696-4455 ext. 230
jlavin@
_____________
dt 238921
;
|
Novartis Pharma
As referenced in this Cubist Pharmaceuticals, Inc. to Acquire Terragen Discovery Inc.:
Novartis Pharma AG – injection) in the EDGE(TM)
(Evaluation of Daptomycin in Gram-positive Entities) clinical trial program and
is engaged in multiple, strategic partnerships, including Novartis Pharma AG and
Merck & Co. for the discovery and development of novel antiinfectives.
CUBIST SAFEHARBOR STATEMENT
Statements contained herein that are not historical fact may
_____________
dt 277716
|
Preview
Full Doc
| 2001 |
Cubist Pharmaceuticals Announces Issuance of Patent Covering Oral Formulations of Ceftriaxone
Cubist Pharmaceuticals Announces Issuance of Patent Covering Oral Formulations of Ceftriaxone (7K)
Doc #288694: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.2
{SEQUENCE}3
{FILENAME}a2052253zex-99_2.txt
{DESCRIPTION}EXHIBIT 99.2
{TEXT}
{PAGE}
EXHIBIT 99.2
CONTACTS:
Cubist Pharmaceuticals, Inc. Noonan/Russo Communications
Jennifer LaVin Renee Connolly - media
Senior Director, Corporate Communications (212) 696-4455 ext. 227
(617) 576-4258 renee@noonanrusso.com
jlavin@cubist.com
CUBIST PHARMACEUTICALS ANNOUNCES ISSUANCE OF PATENT COVERING
ORAL FORMULATIONS OF CEFTRIAXONE
CUBIST EXPECTS TO CONDUCT PROOF-OF-PRINCIPLE STUDIES IN MAN BY END OF 2001
Cambridge, MA, June 19, 2001 -- Cubist Pharmaceuticals, Inc. (Nasdaq: CBST)
today announced the issuance by the United States Patent and Trademark Office of
patent number 6,248,360, entitled "Complexes to Improve Oral Absorption of
Poorly Absorbable Antibiotics." The patent, assigned to International Health
Management Associates, Inc. (IHMA), covers oral formulations of multiple
antibiotics, including ceftriaxone, to which Cubist licensed exclusive rights in
late 2000. At that time, Cubist acquired rights from IHMA to negotiate for
several other oral antibiotics as well.
In conjunction with the patent issuance, Cubist announced today that it had
achieved clinically relevant systemic levels of ceftriaxone delivered
intraduodenally, or directly to the small intestine, in non-human primates.
These data confirm earlier studies performed in rodents. Cubist also announced
today that it has now optimized formulations of oral ceftriaxone for use in
proof-of-principle studies in man, expected to commence by the end of 2001.
Hoffmann-La Roche's Rocephin(R) (intravenous ceftriaxone) had sales of over $1
billion in 2000. Intravenous ceftriaxone has been successfully and safely
prescribed for over 15 years in both adults and children. The drug is a
third-generation cephalosporin that has demonstrated a broad spectrum of
bactericidal activity against Gram-positive and Gram-negative bacteria. These
organisms are responsible for the majority of community-based infections, which
include upper and lower respiratory tract infections (including otitis media,
sinusitis, bronchitis and community-acquired pneumonia) and skin and soft tissue
infections. These infections result in nearly 80 million treated patients
annually in the United States.
Third generation cephalosporins, although effective against some of the more
resistant bacteria, are normally poorly absorbed through the mucosal membrane of
the intestines, and thus have difficulty reaching the bloodstream systemically.
As a result, their use has been predominantly restricted to intravenous use.
This newly issued patent protects technology that facilitates the systemic
absorption of difficult-to-absorb antibiotics.
{PAGE}
Importantly, all of the components used to facilitate transport across the
intestinal lining are considered safe by the U.S. Food and Drug Administration
and appear on the agency's GRAS list (substances Generally Recognized As Safe).
To date, ceftriaxone has been primarily used to treat hospital in-patients due
to the lack of an oral version. If successfully developed, Cubist believes that
an oral formulation could greatly expand the utility and revenue potential of
ceftriaxone through community-based prescribing. In addition, the Company
believes oral ceftriaxone could also be used for the continuation of parenteral
antibiotic therapy (step-down therapy). Step-down therapy provides multiple
benefits: convenience and cost savings of an oral therapy versus parenteral
therapy, potential earlier hospital discharge and associated healthcare cost
savings, and increased physician confidence in an optimal therapeutic outcome
given that a discharged patient is receiving the same therapy taken
intravenously in the hospital setting.
Scott M. Rocklage, Ph.D., Cubist's Chairman and CEO commented, "We are very
pleased to be able to announce positive progress on our preclinical development
of oral ceftriaxone. From a development standpoint, we are hopeful that the
historic safety of both ceftriaxone and the substances used to facilitate
transport across the intestinal lining will translate into an accelerated
development timeline for our oral ceftriaxone program. From a commercial
standpoint, we believe the large potential market for oral ceftriaxone
represents significant potential value to Cubist."
Cubist Pharmaceuticals, Inc. is focused on becoming a global leader in the
research, development and commercialization of novel antimicrobial drugs to
combat serious and life-threatening bacterial and fungal infections. Cubist is
evaluating the safety and efficacy of Cidecin(TM) (daptomycin for injection) in
the EDGE(TM) (Evaluation of Daptomycin against Gram-positive Entities) clinical
trial program and has broadened its pipeline to include multiple pre-clinical
drug candidates. The Company is engaged in strategic partnerships with Novartis
Pharma AG and Merck & Co for the discovery and development of novel
antiinfectives and with Gilead Sciences for the commercialization of daptomycin
in Europe. Cubist is headquartered in Cambridge, MA and has operations in
Vancouver, BC, Canada and Slough, UK.
CUBIST SAFEHARBOR STATEMENT
STATEMENTS CONTAINED HEREIN THAT ARE NOT HISTORICAL FACT MAY BE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, THAT ARE SUBJECT TO A
VARIETY OF RISKS AND UNCERTAINTIES. THERE ARE A NUMBER OF IMPORTANT FACTORS THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED OR
SUGGESTED IN ANY FORWARD-LOOKING STATEMENTS MADE BY THE COMPANY. THESE FACTORS
INCLUDE, BUT ARE NOT LIMITED TO: (i) THE COMPANY'S ABILITY TO SUCCESSFULLY
COMPLETE PRODUCT RESEARCH AND DEVELOPMENT, INCLUDING PRE-CLINICAL AND CLINICAL
STUDIES AND COMMERCIALIZATION; (ii) THE COMPANY'S ABILITY TO OBTAIN REQUIRED
GOVERNMENTAL APPROVALS; (iii) THE COMPANY'S ABILITY TO ATTRACT AND/OR MAINTAIN
MANUFACTURING, SALES, DISTRIBUTION AND MARKETING PARTNERS; AND (iv) THE
COMPANY'S ABILITY
{PAGE}
TO DEVELOP AND COMMERCIALIZE ITS PRODUCTS BEFORE ITS COMPETITORS. ADDITIONAL
FACTORS THAT WOULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
PROJECTED OR SUGGESTED IN ANY FORWARD-LOOKING STATEMENTS ARE CONTAINED IN THE
COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THOSE
FACTORS DISCUSSED UNDER THE CAPTION "RISK FACTORS" IN THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FILED ON APRIL 2, 2001.
###
Additional information can be found at the Company's web site at
www.cubist.com or at www.noonanrusso.com.
{/TEXT}
{/DOCUMENT}
288694
|
Merck
As referenced in this Cubist Pharmaceuticals Announces Issuance of Patent Covering Oral Formulations of Ceftriaxone:
Merck – has broadened its pipeline to include multiple pre-clinical
drug candidates. The Company is engaged in strategic partnerships with Novartis
Pharma AG and Merck & Co for the discovery and development of novel
antiinfectives and with Gilead Sciences for the commercialization of daptomycin
in Europe. Cubist is
_____________
dt 218697
;
Cubist Pharma
As referenced in this Cubist Pharmaceuticals Announces Issuance of Patent Covering Oral Formulations of Ceftriaxone:
Cubist Pharmaceuticals, – {DOCUMENT}
{TYPE}EX-99.2
{SEQUENCE}3
{FILENAME}a2052253zex-99_2.txt
{DESCRIPTION}EXHIBIT 99.2
{TEXT}
{PAGE}
EXHIBIT 99.2
CONTACTS:
Cubist Pharmaceuticals, Inc. Noonan/Russo Communications
Jennifer LaVin Renee Connolly - media
Senior Director, Corporate Communications (212) 696-4455 ext. 227
(617) 576-4258 renee@
_____________
CUBIST PHARMACEUTICALS – Jennifer LaVin Renee Connolly - media
Senior Director, Corporate Communications (212) 696-4455 ext. 227
(617) 576-4258 renee@noonanrusso.com
jlavin@cubist.com
CUBIST PHARMACEUTICALS ANNOUNCES ISSUANCE OF PATENT COVERING
ORAL FORMULATIONS OF CEFTRIAXONE
CUBIST EXPECTS TO CONDUCT PROOF-OF-PRINCIPLE STUDIES IN MAN BY END OF 2001
_____________
Cubist Pharmaceuticals, – ORAL FORMULATIONS OF CEFTRIAXONE
CUBIST EXPECTS TO CONDUCT PROOF-OF-PRINCIPLE STUDIES IN MAN BY END OF 2001
Cambridge, MA, June 19, 2001 -- Cubist Pharmaceuticals, Inc. (Nasdaq: CBST)
today announced the issuance by the United States Patent and Trademark Office of
patent number 6,248,360, entitled "
_____________
Cubist Pharmaceuticals, – our oral ceftriaxone program. From a commercial
standpoint, we believe the large potential market for oral ceftriaxone
represents significant potential value to Cubist."
Cubist Pharmaceuticals, Inc. is focused on becoming a global leader in the
research, development and commercialization of novel antimicrobial drugs to
combat serious and
_____________
dt 238866
;
|
Novartis Pharma
As referenced in this Cubist Pharmaceuticals Announces Issuance of Patent Covering Oral Formulations of Ceftriaxone:
Novartis
Pharma AG – clinical
trial program and has broadened its pipeline to include multiple pre-clinical
drug candidates. The Company is engaged in strategic partnerships with Novartis
Pharma AG and Merck & Co for the discovery and development of novel
antiinfectives and with Gilead Sciences for the commercialization of daptomycin
in Europe. Cubist
_____________
dt 277709
;
International Health Management Associates, Inc.
|
| Full Doc
| 2001 |
Cubist Pharmaceuticals Reports First-Quarter Results
Cubist Pharmaceuticals Reports First-Quarter Results (11K)
Doc #288696: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}2
{FILENAME}a2048281zex-99_1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
EXHIBIT 99.1
CONTACTS:
Cubist Pharmaceuticals, Inc. Noonan/Russo Communications
Thomas Shea Renee Connolly - media
Vice President & CFO (212) 696-4455 ext. 227
(617) 576-4155 renee@noonanrusso.com
tshea@cubist.com
CUBIST PHARMACEUTICALS REPORTS FIRST-QUARTER RESULTS
COMPANY ANNUAL REPORT NOW AVAILABLE ONLINE AT WWW.CUBIST.COM
CAMBRIDGE, MA, MAY 7, 2001 -- Cubist Pharmaceuticals, Inc. (Nasdaq: CBST) today
reported the results for the first quarter ended March 31, 2001.
Total revenues for the first quarter ended March 31, 2001 were $2,379,000 as
compared to $1,281,000 for the same period in 2000. Total operating expenses for
the quarter ended March 31, 2001 were $20,923,000 as compared to $10,609,000 for
the same period in 2000. The increase in operating expenses is primarily due to
the expenses associated with the expanded development of the Company's
investigational antibiotic Cidecin(TM) (daptomycin for injection) and expanded
headcount. Net loss for the quarter ended March 31, 2001 was $17,603,000 or
($0.63) per share in 2001as compared to a net loss of $8,867,000, or ($0.38) per
share for the same period in 2000.
The Company's cash and investment balance was $135,364,000 on March 31, 2001 and
there were 27,949,797 Common shares outstanding.
"This past quarter was an extremely important one in Cubist's corporate
history," said Scott M. Rocklage, Ph.D., Chairman and Chief Executive Officer of
Cubist. "In mid-March, we announced positive preliminary results from Study
9901, our first completed pivotal Phase III trial for Cidecin, conducted
internationally for the treatment of complicated skin and soft tissue
infections. Shortly thereafter, we presented detailed data demonstrating that
Cidecin had achieved the required endpoint of statistical equivalence to the
comparator agents. The safety profile was similar in both arms of the trial as
well. We are close to completing the U.S. companion study to this trial, and
hope to be able to announce its results along with further findings from Study
9901 later this year."
Dr. Rocklage continued, "We also began implementing our strategic plan to
commercialize Cidecin worldwide. We announced a collaboration with Gilead
Sciences for the European commercialization of Cidecin and oral daptomycin,
following regulatory approval, and announced the hiring of an experienced North
American medical science liaison team to focus on medical education programs and
Cidecin clinical development. As a result of this progress towards
commercialization, combined with our internal expansion, we announced the hiring
of a new President and COO, Dinu Sen, to help manage internal operations and
assess commercialization opportunities for Cidecin in the rest of the world."
"In addition, we achieved two milestones in our corporate collaborations--one
with Novartis in January as a result of the delivery of a second, validated,
novel antiinfective target and screening assay, and another more recently with
Gilead following the successful completion of Study 9901. Throughout the
remainder of 2001," Dr. Rocklage concluded, "we look forward to continued
progress in the Cidecin
{PAGE}
clinical program, advancement of our pre-clinical product pipeline and the
continued roll-out of our commercialization strategy for Cidecin."
Separately today, Cubist announced that its 2000 Annual Report is now available
on its corporate website at www.cubist.com. The Company's Form 10-K statement is
available in hard copy and was mailed to all current shareholders on or about
April 25, 2001.
Cubist Pharmaceuticals, Inc. is focused on becoming a global leader in the
research, development and commercialization of novel antimicrobial drugs to
combat serious and life-threatening bacterial and fungal infections. Cubist is
evaluating the safety and efficacy of Cidecin(TM) (daptomycin for injection) in
the EDGE(TM) (Evaluation of Daptomycin against Gram-positive Entities) clinical
trial program and has broadened its pipeline to include multiple pre-clinical
drug candidates. The Company is engaged in strategic partnerships with Novartis
Pharma AG and Merck & Co for the discovery and development of novel
antiinfectives and with Gilead Sciences for the commercialization of daptomycin
in Europe. Cubist is headquartered in Cambridge, MA and has operations in
Vancouver, BC, Canada and Slough, UK.
CUBIST SAFEHARBOR STATEMENT
---------------------------
STATEMENTS CONTAINED HEREIN THAT ARE NOT HISTORICAL FACT MAY BE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, THAT ARE SUBJECT TO A
VARIETY OF RISKS AND UNCERTAINTIES. THERE ARE A NUMBER OF IMPORTANT FACTORS THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED OR
SUGGESTED IN ANY FORWARD-LOOKING STATEMENTS MADE BY THE COMPANY. THESE FACTORS
INCLUDE, BUT ARE NOT LIMITED TO: (i) THE COMPANY'S ABILITY TO SUCCESSFULLY
COMPLETE PRODUCT RESEARCH AND DEVELOPMENT, INCLUDING PRE-CLINICAL AND CLINICAL
STUDIES AND COMMERCIALIZATION; (ii) THE COMPANY'S ABILITY TO OBTAIN REQUIRED
GOVERNMENTAL APPROVALS; (iii) THE COMPANY'S ABILITY TO ATTRACT AND/OR MAINTAIN
MANUFACTURING, SALES, DISTRIBUTION AND MARKETING PARTNERS; AND (iv) THE
COMPANY'S ABILITY TO DEVELOP AND COMMERCIALIZE ITS PRODUCTS BEFORE ITS
COMPETITORS. ADDITIONAL FACTORS THAT WOULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE PROJECTED OR SUGGESTED IN ANY FORWARD-LOOKING STATEMENTS
ARE CONTAINED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THOSE FACTORS DISCUSSED UNDER THE CAPTION "RISK FACTORS"
IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FILED ON APRIL 2, 2001.
(Tables Follow)
{PAGE}
CUBIST PHARMACEUTICALS, INC.
CONDENSED BALANCE SHEETS
UNAUDITED
{TABLE}
{CAPTION}
MARCH 31, DECEMBER 31,
2001 2000
----------------- ----------------
{S} {C} {C}
ASSETS
Cash, cash equivalents and investments $135,364,465 $139,782,817
Property and equipment, net 39,281,663 40,142,080
Other assets 15,029,236 13,444,953
----------------- ----------------
Total assets $189,675,364 $193,369,850
================= ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $2,805,709 $4,541,988
Accrued expenses 11,225,577 7,424,576
Deferred revenue 14,100,000 2,500,000
Debt and capital lease obligations 45,298,140 45,883,522
288696
|
Merck
As referenced in this Cubist Pharmaceuticals Reports First-Quarter Results:
Merck – has broadened its pipeline to include multiple pre-clinical
drug candidates. The Company is engaged in strategic partnerships with Novartis
Pharma AG and Merck & Co for the discovery and development of novel
antiinfectives and with Gilead Sciences for the commercialization of daptomycin
in Europe. Cubist is
_____________
dt 218699
;
Cubist Pharma
As referenced in this Cubist Pharmaceuticals Reports First-Quarter Results:
Cubist Pharmaceuticals, – {DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}2
{FILENAME}a2048281zex-99_1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
EXHIBIT 99.1
CONTACTS:
Cubist Pharmaceuticals, Inc. Noonan/Russo Communications
Thomas Shea Renee Connolly - media
Vice President & CFO (212) 696-4455 ext. 227
(617) 576-4155 renee@noonanrusso.
_____________
CUBIST PHARMACEUTICALS – Communications
Thomas Shea Renee Connolly - media
Vice President & CFO (212) 696-4455 ext. 227
(617) 576-4155 renee@noonanrusso.com
tshea@cubist.com
CUBIST PHARMACEUTICALS REPORTS FIRST-QUARTER RESULTS
COMPANY ANNUAL REPORT NOW AVAILABLE ONLINE AT WWW.CUBIST.COM
CAMBRIDGE, MA, MAY 7, 2001 -- Cubist Pharmaceuticals, Inc. (Nasdaq:
_____________
Cubist Pharmaceuticals, – cubist.com
CUBIST PHARMACEUTICALS REPORTS FIRST-QUARTER RESULTS
COMPANY ANNUAL REPORT NOW AVAILABLE ONLINE AT WWW.CUBIST.COM
CAMBRIDGE, MA, MAY 7, 2001 -- Cubist Pharmaceuticals, Inc. (Nasdaq: CBST) today
reported the results for the first quarter ended March 31, 2001.
Total revenues for the first quarter ended
_____________
Cubist Pharmaceuticals, – s Form 10-K statement is
available in hard copy and was mailed to all current shareholders on or about
April 25, 2001.
Cubist Pharmaceuticals, Inc. is focused on becoming a global leader in the
research, development and commercialization of novel antimicrobial drugs to
combat serious and
_____________
CUBIST PHARMACEUTICALS, – UNDER THE CAPTION "RISK FACTORS"
IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FILED ON APRIL 2, 2001.
(Tables Follow)
{PAGE}
CUBIST PHARMACEUTICALS, INC.
CONDENSED BALANCE SHEETS
UNAUDITED
{TABLE}
{CAPTION}
MARCH 31, DECEMBER 31,
2001 2000
----------------- ----------------
{S} {C} {C}
ASSETS
Cash, cash equivalents and investments $
_____________
dt 238868
;
|
Novartis Pharma
As referenced in this Cubist Pharmaceuticals Reports First-Quarter Results:
Novartis
Pharma AG – clinical
trial program and has broadened its pipeline to include multiple pre-clinical
drug candidates. The Company is engaged in strategic partnerships with Novartis
Pharma AG and Merck & Co for the discovery and development of novel
antiinfectives and with Gilead Sciences for the commercialization of daptomycin
in Europe. Cubist
_____________
dt 277711
|
| Full Doc
| 2001 |
Cubist Pharmaceuticals and Gilead Sciences Announce European Commercialization Agreement for Investigational Antibacterial Agent Cidecin(TM)
Cubist Pharmaceuticals and Gilead Sciences Announce European Commercialization Agreement for Investigational Antibacterial Agent Cidecin(TM) (7K)
Doc #288737: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}4
{FILENAME}a2035852zex-99_1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
EXHIBT 99.1
CONTACTS:
Cubist Pharmaceuticals, Inc. Gilead Sciences, Inc.
Jennifer LaVin Susan Hubbard,
Investors
Senior Director, Corporate Communications (650) 522-5715
(617) 576-4258
jlavin@cubist.com Amy Flood, Media
(650) 522-5643
Noonan/Russo Communications
Renee Connolly, Media
(212) 696-4455 ext. 227
renee@noonanrusso.com
CUBIST PHARMACEUTICALS AND GILEAD SCIENCES ANNOUNCE EUROPEAN
COMMERCIALIZATION AGREEMENT FOR INVESTIGATIONAL ANTIBACTERIAL AGENT CIDECIN(TM)
CAMBRIDGE, MA AND FOSTER CITY, CA, JANUARY 7, 2001 -- Cubist Pharmaceuticals,
Inc. (Nasdaq: CBST) and Gilead Sciences, Inc. (Nasdaq: GILD) today jointly
announced the signing of a licensing agreement for the exclusive rights to
commercialize Cubist's investigational antibacterial drug Cidecin(TM)(daptomycin
for injection) and an oral formulation of daptomycin in 16 European countries
following regulatory approval.
Gilead has agreed to pay Cubist an up-front licensing fee of $13 million, and
Cubist is entitled to receive additional cash payments of up to $31 million upon
achievement of certain clinical and regulatory milestones. Gilead will also pay
Cubist a fixed royalty on net sales. Cubist will continue to be responsible for
worldwide clinical development of Cidecin, while Gilead will be responsible for
any regulatory filings in the covered territories. Gilead's sales force will
market the products in Europe. Cubist will provide European Medical Science
Liaisons (MSLs) who will support the product by providing medical education
services to infectious disease specialists and other international opinion
leaders.
"We believe Gilead to be the ideal European marketing partner for Cubist," said
Scott M. Rocklage, Ph.D., Chairman, President and CEO of Cubist. "With its
international sales force, Gilead is already calling on the identical target
market for Cidecin. We believe this will be a synergistic relationship given
that Gilead's product AmBisome and Cidecin are complementary in therapeutic
focus, allowing for targeted marketing efforts to the same physician audiences.
In addition, Gilead's proven track record of sales performance and experience
with European regulatory authorities provides us with confidence in the
company's ability to successfully market Cidecin to the European hospital
community."
Daptomycin is the first in a new class of investigational drugs called
lipopeptides. Cubist is currently developing IV and oral formulations of
daptomycin to treat serious bacterial infections. IN VITRO data show daptomycin
has the ability to rapidly kill virtually all Gram-positive bacteria, including
those resistant to current therapies. Cubist has multiple ongoing Phase III
clinical trials of Cidecin, the IV formulation, to evaluate the efficacy and
safety in the treatment of complicated skin and soft tissue infection (cSST),
community-acquired pneumonia (CAP) and complicated urinary tract infection
(cUTI). Phase II trials are also ongoing to investigate the treatment of
bacteremia (BAC) and resistant infections (RRC). Cubist recently announced that
it had completed enrollment in its international Phase III cSST trial and
expects to announce clinical results during the second quarter of 2001. An oral
version of daptomycin is currently in pre-clinical development.
"Cidecin is an important addition to our portfolio of products for unmet medical
needs," said John C. Martin, Ph.D., President and Chief Executive Officer of
Gilead. "We believe Cidecin possesses a strong worldwide market potential and
are pleased that Cubist has chosen Gilead as its European commercialization
partner."
{PAGE}
Gilead markets AmBisome-Registered Trademark- (amphotericin B) liposome for
injection in 42 countries worldwide for the treatment of life-threatening
systemic fungal infections. Since the product's European introduction in
1990, Gilead has successfully grown the market for Ambisome throughout the
world. With total 1999 sales of $173 million, AmBisome is the second
largest-selling injectable antifungal product worldwide. Much of the
product's growth can be attributed to Gilead's efforts to increase the number
of territories in which AmBisome is marketed, expand the product label
through additional regulatory filings and inclusion of head-to-head
competitive data, and maintain its well established marketing relationships.
Cubist Pharmaceuticals is focused on becoming a global leader in the research,
development and commercialization of novel antimicrobial drugs to combat serious
and life-threatening bacterial and fungal infections. Cubist is evaluating the
safety and efficacy of Cidecin(TM) (daptomycin for injection) in the EDGE(TM)
(Evaluation of Daptomycin against Gram-positive Entities) clinical trial program
and is engaged in multiple, strategic partnerships, including Novartis Pharma
AG, Merck & Co and Schering-Plough for the discovery and development of novel
antiinfectives. Cubist recently completed the acquisition of TerraGen Discovery
Inc., a private, natural products discovery company with operations in
Vancouver, BC, Canada and Slough, UK.
Gilead Sciences, headquartered in Foster City, CA, is an independent
biopharmaceutical company that seeks to provide accelerated solutions for
patients and the people who care for them. The Company discovers, develops,
manufactures and commercializes proprietary therapeutics for challenging
infectious diseases (viral, fungal and bacterial infections) and cancer. Gilead
maintains research, development or manufacturing facilities in Foster City, CA,
Boulder, CO, San Dimas, CA, and Cambridge, UK, and sales and marketing
organizations in the United States, Europe and Australia.
STATEMENTS CONTAINED HEREIN THAT ARE NOT HISTORICAL FACT MAY BE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, THAT ARE SUBJECT TO A
VARIETY OF RISKS AND UNCERTAINTIES. THERE ARE A NUMBER OF IMPORTANT FACTORS THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED OR
SUGGESTED IN ANY FORWARD-LOOKING STATEMENTS MADE BY CUBIST OR GILEAD. THESE
FACTORS INCLUDE, BUT ARE NOT LIMITED TO: (I) THE ABILITY OF CUBIST TO
SUCCESSFULLY COMPLETE PRODUCT RESEARCH AND DEVELOPMENT, INCLUDING PRE-CLINICAL
AND CLINICAL STUDIES AND COMMERCIALIZATION; (II) THE ABILITY OF CUBIST AND
GILEAD TO OBTAIN REQUIRED GOVERNMENTAL APPROVALS; (III) THE ABILITY OF CUBIST TO
ATTRACT AND/OR MAINTAIN MANUFACTURING, SALES, DISTRIBUTION AND MARKETING
PARTNERS; (IV) THE ABILITY OF CUBIST TO DEVELOP AND COMMERCIALIZE ITS PRODUCTS
BEFORE ITS COMPETITORS; AND (V) THE ABILITY OF GILEAD TO GROW OR MAINTAIN THE
MARKET FOR AMBISOME PARTICULARLY IN LIGHT OF THE ANTICIPATED INTRODUCTION OF
COMPETITIVE PRODUCTS. ADDITIONAL FACTORS THAT WOULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE PROJECTED OR SUGGESTED IN ANY FORWARD-LOOKING
STATEMENTS ARE CONTAINED IN EACH COMPANY'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, INCLUDING THOSE FACTORS DISCUSSED UNDER THE CAPTION "RISK
FACTORS" FOR CUBIST ON ANNUAL REPORT ON FORM 10-K/A (FILE NO. 000-21379) FILED
ON APRIL 3, 2000 AND FOR GILEAD ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
1999.
###
For additional information, visit either of the companies' web sites at
www.cubist.com or www.gilead.com
{/TEXT}
288737
|
Merck
As referenced in this Cubist Pharmaceuticals and Gilead Sciences Announce European Commercialization Agreement for Investigational Antibacterial Agent Cidecin(TM):
Merck – EDGE(TM)
(Evaluation of Daptomycin against Gram-positive Entities) clinical trial program
and is engaged in multiple, strategic partnerships, including Novartis Pharma
AG, Merck & Co and Schering-Plough for the discovery and development of novel
antiinfectives. Cubist recently completed the acquisition of TerraGen Discovery
Inc., a
_____________
dt 218701
;
Cubist Pharma
As referenced in this Cubist Pharmaceuticals and Gilead Sciences Announce European Commercialization Agreement for Investigational Antibacterial Agent Cidecin(TM):
Cubist Pharmaceuticals, – {DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}4
{FILENAME}a2035852zex-99_1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
EXHIBT 99.1
CONTACTS:
Cubist Pharmaceuticals, Inc. Gilead Sciences, Inc.
Jennifer LaVin Susan Hubbard,
Investors
Senior Director, Corporate Communications (650) 522-5715
(617) 576-4258
jlavin@cubist.com
_____________
CUBIST PHARMACEUTICALS – jlavin@cubist.com Amy Flood, Media
(650) 522-5643
Noonan/Russo Communications
Renee Connolly, Media
(212) 696-4455 ext. 227
renee@noonanrusso.com
CUBIST PHARMACEUTICALS AND GILEAD SCIENCES ANNOUNCE EUROPEAN
COMMERCIALIZATION AGREEMENT FOR INVESTIGATIONAL ANTIBACTERIAL AGENT CIDECIN(TM)
CAMBRIDGE, MA AND FOSTER CITY, CA, JANUARY 7, 2001 -- Cubist
_____________
Cubist Pharmaceuticals, – PHARMACEUTICALS AND GILEAD SCIENCES ANNOUNCE EUROPEAN
COMMERCIALIZATION AGREEMENT FOR INVESTIGATIONAL ANTIBACTERIAL AGENT CIDECIN(TM)
CAMBRIDGE, MA AND FOSTER CITY, CA, JANUARY 7, 2001 -- Cubist Pharmaceuticals,
Inc. (Nasdaq: CBST) and Gilead Sciences, Inc. (Nasdaq: GILD) today jointly
announced the signing of a licensing agreement for the exclusive rights
_____________
Cubist Pharmaceuticals – expand the product label
through additional regulatory filings and inclusion of head-to-head
competitive data, and maintain its well established marketing relationships.
Cubist Pharmaceuticals is focused on becoming a global leader in the research,
development and commercialization of novel antimicrobial drugs to combat serious
and life-threatening
_____________
dt 238906
;
Gilead Sciences
As referenced in this Cubist Pharmaceuticals and Gilead Sciences Announce European Commercialization Agreement for Investigational Antibacterial Agent Cidecin(TM):
Gilead Sciences, – TYPE}EX-99.1
{SEQUENCE}4
{FILENAME}a2035852zex-99_1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
EXHIBT 99.1
CONTACTS:
Cubist Pharmaceuticals, Inc. Gilead Sciences, Inc.
Jennifer LaVin Susan Hubbard,
Investors
Senior Director, Corporate Communications (650) 522-5715
(617) 576-4258
jlavin@cubist.com Amy Flood, Media
(
_____________
GILEAD SCIENCES – Amy Flood, Media
(650) 522-5643
Noonan/Russo Communications
Renee Connolly, Media
(212) 696-4455 ext. 227
renee@noonanrusso.com
CUBIST PHARMACEUTICALS AND GILEAD SCIENCES ANNOUNCE EUROPEAN
COMMERCIALIZATION AGREEMENT FOR INVESTIGATIONAL ANTIBACTERIAL AGENT CIDECIN(TM)
CAMBRIDGE, MA AND FOSTER CITY, CA, JANUARY 7, 2001 -- Cubist Pharmaceuticals,
Inc. (Nasdaq:
_____________
Gilead Sciences, – COMMERCIALIZATION AGREEMENT FOR INVESTIGATIONAL ANTIBACTERIAL AGENT CIDECIN(TM)
CAMBRIDGE, MA AND FOSTER CITY, CA, JANUARY 7, 2001 -- Cubist Pharmaceuticals,
Inc. (Nasdaq: CBST) and Gilead Sciences, Inc. (Nasdaq: GILD) today jointly
announced the signing of a licensing agreement for the exclusive rights to
commercialize Cubist's investigational antibacterial
_____________
Gilead Sciences, – recently completed the acquisition of TerraGen Discovery
Inc., a private, natural products discovery company with operations in
Vancouver, BC, Canada and Slough, UK.
Gilead Sciences, headquartered in Foster City, CA, is an independent
biopharmaceutical company that seeks to provide accelerated solutions for
patients and the people who
_____________
dt 233875
;
|
Novartis Pharma
As referenced in this Cubist Pharmaceuticals and Gilead Sciences Announce European Commercialization Agreement for Investigational Antibacterial Agent Cidecin(TM):
Novartis Pharma
AG, – injection) in the EDGE(TM)
(Evaluation of Daptomycin against Gram-positive Entities) clinical trial program
and is engaged in multiple, strategic partnerships, including Novartis Pharma
AG, Merck & Co and Schering-Plough for the discovery and development of novel
antiinfectives. Cubist recently completed the acquisition of TerraGen Discovery
Inc.,
_____________
dt 277713
;
|
| Full Doc
| 2002 |
Deltagen and Merck Enter into Deltabase License Agreement
Deltagen and Merck Enter into Deltabase License Agreement (3K)
Doc #276841: This document is immediately available for purchase, but does not have a preview available for viewing.
Deltagen Inc
Prepared by R.R. Donnelley Financial -- Deltagen, Inc. News Release dtd February 11, 2002
EX-99.2 4 dex992.htm DELTAGEN, INC. NEWS RELEASE DTD FEBRUARY 11, 2002
Exhibit 99.2
Deltagen and Merck Enter Into DeltaBase License
Agreement
REDWOOD CITY, Calif., Feb. 11/PRNewswire-FirstCall/ Deltagen, Inc. (Nasdaq: DGEN) announced today that it has entered into a license agreement to provide Merck & Co., Inc. (NYSE: MRK) with access to Deltagens proprietary DeltaBase product, a powerful resource tool for the understanding of in vivo mammalian gene function information.
Merck will have non-exclusive access to information related to 750 genes selected for their biological interest that have been functionally characterized and entered into DeltaBase. Merck will also have access to certain of the corresponding DeltaBase intellectual property rights. Financial terms were not disclosed. We are delighted to extend our relationship with Merck, which has a worldwide reputation in pharmaceutical discovery and development, by adding them as a DeltaBase subscriber, said William Matthews, Ph.D., president and chief executive officer at Deltagen.
Through its proprietary product DeltaBase, Deltagen provides pharmaceutical companies with critical information to better understand the in vivo function of mammalian genes, their relationship to other genes and the biochemical pathways for large segments of the genome. Each gene is the focus of an exhaustive investigation; more than 20,000 pieces of data from each gene are distilled into disease-relevant frameworks that include proprietary knockout mouse phenotypic, expression profile data and other proprietary target validation data. Information in DeltaBase is generated using Deltagens large-scale mouse gene knockout technology and standardized phenotypic analysis protocols.
Deltagen is a genomic-based biotechnology company headquartered in Redwood City, California, that provides data to pharmaceutical and biotechnology companies on the function, role and disease relevance of mammalian genes. This information may facilitate the discovery and validation of drug targets to advance the development of new genomic-based medicines. Deltagens principal product, DeltaBase, provides a database of in vivo derived, mammalian gene function information. In addition, the company is dedicated to determine the function of secreted proteins and is undertaking the discovery and development of biotechnology drug candidates internally or in collaboration with other parties. Current DeltaBase subscribers can be found on Deltagens website,
www.deltagen.com.
Except for the historical information contained herein, the matters set forth in this press release, including statements as to the role that Deltagens DeltaBase product and gene function database information will play in third-party research programs and the extent to which genome-based research will assist researchers in their drug discovery efforts, are forward-looking statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those set forth in the forward-looking statements, including the extent to which genomic databases are utilized in pharmaceutical research and development; the ability of Deltagen to provide products and services that meet market needs; the impact of competition and alternative technologies, processes and approaches; and other risks cited in the risk factors sections of Deltagens Annual Report on Form 10-K filed with the Securities and Exchange Commission and Deltagens other securities filings with the Commission. These forward-looking statements speak only as of the date hereof. Deltagen disclaims any intent or obligation to update these forward-looking statements.
276841
| |
Deltagen
As referenced in this Deltagen and Merck Enter into Deltabase License Agreement:
Deltagen, Inc –
Prepared by R.R. Donnelley Financial -- Deltagen, Inc . News Release dtd February 11, 2002
EX-99.2 4 dex992.htm DELTAGEN, INC. NEWS RELEASE DTD FEBRUARY 11, 2002
Exhibit 99.
_____________
DELTAGEN, INC –
Prepared by R.R. Donnelley Financial -- Deltagen, Inc. News Release dtd February 11, 2002
EX-99.2 4 dex992.htm DELTAGEN, INC . NEWS RELEASE DTD FEBRUARY 11, 2002
Exhibit 99.2
Deltagen and Merck Enter Into DeltaBase License
Agreement
REDWOOD CITY, Calif., Feb. 11/
_____________
Deltagen, Inc – RELEASE DTD FEBRUARY 11, 2002
Exhibit 99.2
Deltagen and Merck Enter Into DeltaBase License
Agreement
REDWOOD CITY, Calif., Feb. 11/PRNewswire-FirstCall/ Deltagen, Inc . (Nasdaq: DGEN) announced today that it has entered into a license agreement to provide Merck & Co., Inc. (NYSE: MRK) with access to
_____________
dt 201175
|
Preview
Full Doc
| 2002 |
Cubist Pharmaceuticals Announces Results from First Phase III Cidecin(R) Community-Acquired Pneumonia Trial
Cubist Pharmaceuticals Announces Results from First Phase III Cidecin(R) Community-Acquired Pneumonia Trial (8K)
Doc #288683: Click preview link for longer preview.
CONTACTS:
Cubist Pharmaceuticals, Inc. Noonan/Russo Communications
Jennifer LaVin Emily Poe - media
Senior Director, Corporate Communications (212) 696-4455 ext. 221
(781) 860-8362 e.poe@noonanrusso.com
jennifer.lavin@cubist.com
CUBIST PHARMACEUTICALS ANNOUNCES RESULTS FROM FIRST PHASE III CIDECIN(R)
COMMUNITY-ACQUIRED PNEUMONIA TRIAL
ENDPOINT NOT ACHIEVED IN OVERALL INTERNATIONAL STUDY; EQUIVALENCE
ACHIEVED IN NORTH AMERICAN & WESTERN EUROPEAN STUDY POPULATIONS
CONFERENCE CALL & WEBCAST TODAY AT 5:00 PM ET
LEXINGTON, MA, JANUARY 16, 2002 -- Cubist Pharmaceuticals, Inc. (Nasdaq: CBST)
today announced preliminary results from the first of two pivotal, Phase III
trials investigating the safety and efficacy of its investigational antibiotic
Cidecin(R) (daptomycin for injection) in the treatment of community-acquired
pneumonia requiring hospitalization (the CAP1 Study). The Company indicated that
the primary endpoint of demonstrating non-inferiority to an active comparator
agent was not achieved in the overall international study. However, the endpoint
was achieved in the intent-to-treat and clinically evaluable cohorts
representing the North American and Western European populations.
The CAP1 study analyzed data from 714 patients. The study was an international,
randomized, prospective, double-blinded study and was conducted predominantly in
North America, Western and Eastern Europe and South Africa. The primary endpoint
in the study is to demonstrate non-inferiority in clinical efficacy (resolution
of signs and symptoms) to the comparator agent. CIDECIN, dosed at 4 mg/kg once
daily, was compared to Rocephin(R) (ceftriaxone sodium), the current standard of
care, dosed at 2 g once daily. Both drugs were administered intravenously.
The CIDECIN arm of the study in the clinically evaluable populations analyzed
demonstrated a clinical success rate of 79% and the ceftriaxone arm demonstrated
an 87% clinical success rate. While there are no apparent significant
differences in key demographic parameters in the overall study, a strong
geographic difference was observed. The cause of these differences continues to
be investigated. CIDECIN achieved higher success rates compared to ceftriaxone
(72 vs. 62%) in the North American intent-to-treat patient population. The
clinical success rate in the clinically evaluable populations in North America
and Western Europe was 85% for CIDECIN and 84% for ceftriaxone. These data
represent the first level of analysis of the CAP1 study and further details are
planned for presentation at an appropriate scientific meeting in the near
future.
288683
|
Merck
As referenced in this Cubist Pharmaceuticals Announces Results from First Phase III Cidecin(R) Community-Acquired Pneumonia Trial:
Merck – has broadened its pipeline to include multiple pre-clinical
drug candidates. The Company is engaged in strategic partnerships with Novartis
Pharma AG and Merck & Co for the discovery and development of novel
antiinfectives and with Gilead Sciences for the commercialization of daptomycin
in Europe. Cubist is
_____________
dt 218695
;
Cubist Pharma
As referenced in this Cubist Pharmaceuticals Announces Results from First Phase III Cidecin(R) Community-Acquired Pneumonia Trial:
Cubist Pharmaceuticals, – {DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}a2068042zex-99_1.txt
{DESCRIPTION}EXHIBIT 99.1
{TEXT}
{PAGE}
EXHIBIT 99.1
CONTACTS:
Cubist Pharmaceuticals, Inc. Noonan/Russo Communications
Jennifer LaVin Emily Poe - media
Senior Director, Corporate Communications (212) 696-4455 ext. 221
(781) 860-8362 e.
_____________
CUBIST PHARMACEUTICALS – Emily Poe - media
Senior Director, Corporate Communications (212) 696-4455 ext. 221
(781) 860-8362 e.poe@noonanrusso.com
jennifer.lavin@cubist.com
CUBIST PHARMACEUTICALS ANNOUNCES RESULTS FROM FIRST PHASE III CIDECIN(R)
COMMUNITY-ACQUIRED PNEUMONIA TRIAL
ENDPOINT NOT ACHIEVED IN OVERALL INTERNATIONAL STUDY; EQUIVALENCE
ACHIEVED IN NORTH
_____________
Cubist Pharmaceuticals, – EQUIVALENCE
ACHIEVED IN NORTH AMERICAN & WESTERN EUROPEAN STUDY POPULATIONS
CONFERENCE CALL & WEBCAST TODAY AT 5:00 PM ET
LEXINGTON, MA, JANUARY 16, 2002 -- Cubist Pharmaceuticals, Inc. (Nasdaq: CBST)
today announced preliminary results from the first of two pivotal, Phase III
trials investigating the safety and efficacy of
_____________
Cubist Pharmaceuticals, – ir.net/ireye/ir_site.zhtml?ticker=CBST&script=2400&item_id=579637
{/TABLE}
REPLAY WILL BE AVAILABLE FOR 30 DAYS VIA THE INTERNET
*********************************************************************
{PAGE}
Cubist Pharmaceuticals, Inc. is focused on becoming a global leader in the
research, development and commercialization of novel antimicrobial drugs to
combat serious and
_____________
Cubist
Pharmaceuticals, – DISCUSSED UNDER THE CAPTION "RISK FACTORS"
IN THE COMPANY'S RECENT SEC FILINGS.
Cidecin(R) (daptomycin for injection) is a registered trademark of Cubist
Pharmaceuticals, Inc. All otheR trademarks, servicemarks or trade names referred
to in this release are the property of their respective owners.
###
Additional information
_____________
dt 238855
;
|
Novartis Pharma
As referenced in this Cubist Pharmaceuticals Announces Results from First Phase III Cidecin(R) Community-Acquired Pneumonia Trial:
Novartis
Pharma AG – clinical
trial program and has broadened its pipeline to include multiple pre-clinical
drug candidates. The Company is engaged in strategic partnerships with Novartis
Pharma AG and Merck & Co for the discovery and development of novel
antiinfectives and with Gilead Sciences for the commercialization of daptomycin
in Europe. Cubist
_____________
dt 277707
|
Preview
Full Doc
| 2002 |
Cambridge Antibody Technology Broadens Relationship with Merck & Co., Inc.
Cambridge Antibody Technology Broadens Relationship with Merck & Co., Inc. (6K)
Doc #298536: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}ex-991.txt
{TEXT}
EXHIBIT 99.1
02/CAT/25
Page 1 of 3
FOR IMMEDIATE RELEASE
07.00 GMT 02.00 EST 30 OCTOBER 2002
For further information contact:
Cambridge Antibody Technology Weber Shandwick Square Mile (Europe)
Tel: +44 (0) 1763 263 233 Tel: +44 (0) 20 7950 2800
Peter Chambre, Chief Executive Officer Kevin Smith
John Aston, Chief Financial Officer Graham Herring
Rowena Gardner, Director of Corporate
Communications
BMC Communications/The Trout Group
(USA)
Tel: 001 212 477 9007
Brad Miles, ext.17 (media)
Brandon Lewis, ext.15 (investors)
CAMBRIDGE ANTIBODY TECHNOLOGY BROADENS RELATIONSHIP WITH MERCK & CO., INC.
Licence granted to human antibody libraries
Melbourn, UK...Cambridge Antibody Technology (LSE: CAT; NASDAQ: CATG)
announces today that it has entered into a second agreement with Merck &
Co., Inc. (NYSE: MRK) in respect of its proprietary human antibody
technologies. Under the terms of this second agreement, CAT has granted
Merck a licence to its human phage antibody libraries. The libraries will
be used by Merck to support and promote discovery research and development
across a broad range of therapeutic areas.
CAT will receive an upfront licence fee including a technology access fee
upon transfer of the libraries to the designated Merck sites. In addition
CAT may receive future option, milestone and royalty payments from Merck.
Merck receives option rights to develop therapeutic and diagnostic products
on an exclusive basis.
{PAGE}
Page 2 of 3
CAT and Merck entered into a separate collaboration and licence agreement a
year ago for the research and development of products specific for a
protein involved in disease mediated by HIV.
Peter Chambre, Chief Executive Officer of CAT, commented "We have been
greatly encouraged by the progress of our product collaboration with Merck
to date, so the announcement of this second broad agreement just one year
later is immensely exciting. While our first agreement had represented
CAT's first product alliance in infectious disease, the prospect of our
world-leading antibody technologies now being applied more widely within
the Merck organisation is greatly welcomed by CAT. We are delighted with
the enthusiasm being shown by well-established pharmaceutical companies
such as Merck for the potential of CAT's technology".
-ENDS-
Notes to Editors:
Cambridge Antibody Technology (CAT)
o CAT is a UK-based biotechnology company using its proprietary
technologies and capabilities in human monoclonal antibodies for drug
discovery and drug development. Based near Cambridge, England, CAT
currently employs around 280 people.
o CAT is a leader in the discovery and development of human therapeutic
antibodies and has an advanced proprietary platform technology for
rapidly isolating human monoclonal antibodies using phage display
systems. CAT has extensive phage antibody libraries, currently
incorporating more than 100 billion distinct antibodies. These
libraries form the basis for the Company's strategy to develop a
portfolio of antibody-based drugs.
o D2E7, the leading CAT-derived antibody, has been submitted for
regulatory review by Abbott (responsible for development and
marketing) following the completion of Phase III trials. Six other
CAT-derived human therapeutic antibodies are at various stages of
clinical trials.
o CAT has alliances with a large number of pharmaceutical and
biotechnology companies to discover, develop and commercialise human
monoclonal antibody-based products. CAT has also licensed its
proprietary human phage antibody libraries to several companies for
target validation and drug discovery. CAT's collaborators include:
Abbott, Amgen, Amrad, Chugai, Elan, Genzyme, Human Genome Sciences,
Merck & Co, Pharmacia and Wyeth Research.
{PAGE}
Page 3 of 3
o CAT is listed on the London Stock Exchange and on NASDAQ since June
2001. CAT raised (pound)41m in its IPO in March 1997 and (pound)93m in
a secondary offering in March 2000.
Merck & Co., Inc.
o Merck & Co., Inc. is a leading research-driven pharmaceutical products
and services company. Merck discovers, develops, manufactures and
markets a broad range of innovative products to improve human and
animal health, directly and through its joint ventures. Merck-Medco
manages pharmacy benefits for employers, insurers and other plan
sponsors, encouraging the appropriate use of medicines and providing
disease management programs. Through these complementary capabilities,
Merck works to improve quality of life and contain overall health-care
costs.
Application of the Safe Harbor of the Private Securities Litigation Reform
Act of 1995: This press release contains statements about Cambridge
Antibody Technology Group plc ("CAT") that are forward looking statements.
All statements other than statements of historical facts included in this
press release may be forward looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934. These forward looking
statements are based on numerous assumptions regarding CAT's present and
future business strategies and the environment in which CAT will operate in
the future. Certain factors that could cause CAT's actual results,
performance or achievements to differ materially from those in the forward
looking statements include: market conditions, CAT's ability to enter into
and maintain collaborative arrangements, success of product candidates in
clinical trials, regulatory developments and competition.
{/TEXT}
{/DOCUMENT}
298536
|
Merck
As referenced in this Cambridge Antibody Technology Broadens Relationship with Merck & Co., Inc.:
MERCK – Group
(USA)
Tel: 001 212 477 9007
Brad Miles, ext.17 (media)
Brandon Lewis, ext.15 (investors)
CAMBRIDGE ANTIBODY TECHNOLOGY BROADENS RELATIONSHIP WITH MERCK & CO., INC.
Licence granted to human antibody libraries
Melbourn, UK...Cambridge Antibody Technology (LSE: CAT; NASDAQ: CATG)
announces today that it has
_____________
Merck – human antibody libraries
Melbourn, UK...Cambridge Antibody Technology (LSE: CAT; NASDAQ: CATG)
announces today that it has entered into a second agreement with Merck &
Co., Inc. (NYSE: MRK) in respect of its proprietary human antibody
technologies. Under the terms of this second agreement, CAT has granted
_____________
Merck – Merck &
Co., Inc. (NYSE: MRK) in respect of its proprietary human antibody
technologies. Under the terms of this second agreement, CAT has granted
Merck a licence to its human phage antibody libraries. The libraries will
be used by Merck to support and promote discovery research and development
_____________
Merck – terms of this second agreement, CAT has granted
Merck a licence to its human phage antibody libraries. The libraries will
be used by Merck to support and promote discovery research and development
across a broad range of therapeutic areas.
CAT will receive an upfront licence fee including
_____________
Merck – of therapeutic areas.
CAT will receive an upfront licence fee including a technology access fee
upon transfer of the libraries to the designated Merck sites. In addition
CAT may receive future option, milestone and royalty payments from Merck.
Merck receives option rights to develop therapeutic and diagnostic
_____________
dt 261929
;
CATG
As referenced in this Cambridge Antibody Technology Broadens Relationship with Merck & Co., Inc.:
Cambridge
Antibody Technology Group – health-care
costs.
Application of the Safe Harbor of the Private Securities Litigation Reform
Act of 1995: This press release contains statements about Cambridge
Antibody Technology Group plc ("CAT") that are forward looking statements.
All statements other than statements of historical facts included in this
press release may be forward
_____________
dt 264949
;
|
Human Genome
As referenced in this Cambridge Antibody Technology Broadens Relationship with Merck & Co., Inc.:
Human Genome Sciences, – human phage antibody libraries to several companies for
target validation and drug discovery. CAT's collaborators include:
Abbott, Amgen, Amrad, Chugai, Elan, Genzyme, Human Genome Sciences,
Merck & Co, Pharmacia and Wyeth Research.
{PAGE}
Page 3 of 3
o CAT is listed on the London Stock Exchange and on
_____________
dt 262243
;
Wyeth
As referenced in this Cambridge Antibody Technology Broadens Relationship with Merck & Co., Inc.:
Wyeth – for
target validation and drug discovery. CAT's collaborators include:
Abbott, Amgen, Amrad, Chugai, Elan, Genzyme, Human Genome Sciences,
Merck & Co, Pharmacia and Wyeth Research.
{PAGE}
Page 3 of 3
o CAT is listed on the London Stock Exchange and on NASDAQ since June
2001. CAT raised (
_____________
dt 264756
|
| Full Doc
| 2003 |
Neurogen and Merck Form Alliance to Develop Next-Generation Drugs for Pain and Other Disorders
Neurogen and Merck Form Alliance to Develop Next-Generation Drugs for Pain and Other Disorders (7K)
Doc #273692: This document is immediately available for purchase, but does not have a preview available for viewing.
Neurogen Corp
Neurogen Corporation Form 8K Exhibit 99.1
EX-99 3 f8k120103exhibit991.htm
Exhibit 99.1
Contact:
Janet Skidmore
Merck & Co., Inc.
908-423-3046
janet_skidmore@merck.com
Contact:
Elaine Grimsell Beckwith
Neurogen Corp.
203-315-4615
elaine_beckwith@nrgn.com
NEUROGEN AND MERCK FORM ALLIANCE TO DEVELOP
NEXT-GENERATION DRUGS FOR PAIN AND OTHER DISORDERS
Branford, CT and Whitehouse Station, NJ, December 1, 2003 Neurogen Corporation (Nasdaq: NRGN) and Merck & Co., Inc. (NYSE: MRK) today announced they have formed an exclusive worldwide alliance, subject to Hart-Scott-Rodino Act review, to research, develop and commercialize novel small molecule medicines which work by targeting the vanilloid receptor (VR1), a key integrator of pain signals in the nervous system. It is believed that in addition to playing a central role in many pain conditions, VR1 may also play a role in other disorders such as urinary incontinence.
The alliance enables Merck, through a subsidiary, and Neurogen to pool VR1 drug candidates previously discovered by each company and combine their ongoing VR1 programs to form a global research and development collaboration. The parties will form a joint steering committee to oversee the research collaboration. Merck will fund the research and development phases of the collaboration and will have the exclusive responsibility for the commercialization of collaboration drugs. The goal of the alliance is to rapidly provide patients with better medicines for pain and for disease states in which VR1 has been implicated.
Upon receiving regulatory approvals, the collaboration will be consummated and Merck will make a $15 million license fee payment to Neurogen and purchase $15 million of Neurogen common stock at the average market price per share for the 25 trading days preceding regulatory clearance. In addition, during the first two years of the agreement, Merck will provide Neurogen with research funding and license maintenance payments totaling $12.0 million. Merck will have the right to extend the research program for up to three additional years, subject to certain required levels of funding and certain termination rights of Neurogen. Neurogen will be eligible to receive research, development, and approval milestone payments of up to $118 million for the successful commercialization of a collaboration drug for a single therapeutic indication. Neurogen will also be eligible to receive milestone payments for the approval of additional indications and the attainment of certain sales levels. Merck will pay to Neurogen royalties on the sale of products from the collaboration.
"Neurogen and Merck have each established preeminent positions in this important new area of drug discovery," said William H. Koster, PhD, President and CEO of Neurogen. "Combining our efforts and drawing on the strength of Mercks clinical and commercial expertise will enable us to more rapidly bring new VR1 drugs forward. Drugs acting on this target--an important integrator of pain signals--hold the promise of making a real difference in the lives of patients suffering from many inflammatory pain states. Our alliance with Merck also underscores the value of Neurogens proprietary discovery platform, a capability we are applying in a number of new therapeutic areas."
"We are pleased to have formed this alliance, which draws on the respective strengths of Neurogen and Merck in the important field of VR1 research," said Anthony Ford-Hutchinson, Executive Vice President, Basic Research, at Merck. We look forward to working with the Neurogen team, and believe that a joint research program will position us most effectively in efforts to advance compounds into development."
Webcast
A conference call and webcast to discuss todays announcement will be held by Neurogen today, December 1, 2003 at 11:00 a.m. ET. The live webcast will be available in the Investor Relations section of www.neurogen.com and will be archived in the "Events Calendar & Past Event Replays" area of that section. A replay of the conference call will be available after 1:00 pm ET on December 1, 2003 and accessible through the close of business December 31, 2003. To replay the conference call, dial 888-286-8010, or for international callers 617-801-6888, and use the passcode 45160852.
About Neurogen
Neurogen Corporation targets new small molecule drugs to improve the lives of patients suffering from disorders with significant unmet medical need, including inflammation, pain, insomnia, depression, and obesity. Neurogen has generated a portfolio of compelling new drug candidates through its Accelerated Intelligent Drug Discovery (AIDD) system, its expertise in cellular functional assays, and its depth in medicinal chemistry. Neurogen conducts its research and development independently and, when advantageous, collaborates with world-class pharmaceutical companies to obtain additional resources and to access complementary expertise.
Neurogen Safe Harbor Statement
The information in this press release contains certain forward-looking statements that involve risks and uncertainties as detailed from time to time in Neurogen's SEC filings, including its most recent 10-K. Actual results may differ materially from the statements made as a result of various factors, including, but not limited to, risks associated with the inherent uncertainty of drug research and development, difficulties or delays in development, testing, regulatory approval, production and marketing of any of the Company's drug candidates, adverse side effects or inadequate therapeutic efficacy of the Company's drug candidates, advancement of competitive products, dependence on corporate partners, sufficiency of cash to fund the Company's planned operations and patent, product liability and third party reimbursement risks associated with the pharmaceutical industry.
About Merck
Merck & Co., Inc. is a global, research-driven pharmaceutical products company. Merck discovers, develops, manufactures and markets a broad range of innovative products to improve human and animal health, directly and through joint ventures.
Merck Forward Looking Statement
This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties which may cause results to differ materially from those set forth in the statements. The forward-looking statements include statements regarding product development. No forward-looking statements can be guaranteed, and actual results may differ materially from those projected. Additional detailed information concerning a number of factors that could cause actual results to differ materially is available in Item 1 of Merck's Annual Report on Form 10-K for the year ended Dec. 31, 2002, in its periodic reports on Form 10-Q and in its reports on Form 8-K (if any). Copies of these forms are available on request to Mercks Office of Stockholder Services.
# # #
273692
| |
Neurogen
As referenced in this Neurogen and Merck Form Alliance to Develop Next-Generation Drugs for Pain and Other Disorders:
Neurogen –
Neurogen Corporation Form 8K Exhibit 99.1
EX-99 3 f8k120103exhibit991.htm
Exhibit 99.1
Contact:
Janet Skidmore
Merck & Co., Inc.
908-423-3046
_____________
Neurogen – 99 3 f8k120103exhibit991.htm
Exhibit 99.1
Contact:
Janet Skidmore
Merck & Co., Inc.
908-423-3046
janet_skidmore@merck.com
Contact:
Elaine Grimsell Beckwith
Neurogen Corp.
203-315-4615
elaine_beckwith@nrgn.com
NEUROGEN AND MERCK FORM ALLIANCE TO DEVELOP
NEXT-GENERATION DRUGS FOR PAIN AND OTHER DISORDERS
Branford,
_____________
NEUROGEN – Janet Skidmore
Merck & Co., Inc.
908-423-3046
janet_skidmore@merck.com
Contact:
Elaine Grimsell Beckwith
Neurogen Corp.
203-315-4615
elaine_beckwith@nrgn.com
NEUROGEN AND MERCK FORM ALLIANCE TO DEVELOP
NEXT-GENERATION DRUGS FOR PAIN AND OTHER DISORDERS
Branford, CT and Whitehouse Station, NJ, December 1, 2003
_____________
Neurogen – AND MERCK FORM ALLIANCE TO DEVELOP
NEXT-GENERATION DRUGS FOR PAIN AND OTHER DISORDERS
Branford, CT and Whitehouse Station, NJ, December 1, 2003 Neurogen Corporation (Nasdaq: NRGN) and Merck & Co., Inc. (NYSE: MRK) today announced they have formed an exclusive worldwide alliance, subject to Hart-Scott-Rodino
_____________
Neurogen – pain conditions, VR1 may also play a role in other disorders such as urinary incontinence.
The alliance enables Merck, through a subsidiary, and Neurogen to pool VR1 drug candidates previously discovered by each company and combine their ongoing VR1 programs to form a global research and development
_____________
dt 191281
|
Preview
Full Doc
| 2003 |
Biomarin Accelerates Development of Phenoptin, a Novel Oral Enzyme Cofactor for the Treatment of PKU
Biomarin Accelerates Development of Phenoptin, a Novel Oral Enzyme Cofactor for the Treatment of PKU (25K)
Doc #284351: Click preview link for longer preview.
Contacts:
Joshua A. Grass
Susan Ferris
Manager, Investor and Financial Relations
Manager, Corporate Communications
BioMarin Pharmaceutical Inc.
BioMarin Pharmaceutical Inc.
(415) 506-6777
(415) 506-6701
For Immediate Release:
BioMarin Accelerates Development of Phenoptin, a Novel Oral
Enzyme Cofactor for the Treatment of PKU
If Approved, Phenoptin Could Become the First Prescription Drug
for the Treatment of PKU
Manufacturing and Development Partnership Established with
Merck Eprova AG, a Subsidiary . . .
284351
| |
BioMarin Pharma
As referenced in this Biomarin Accelerates Development of Phenoptin, a Novel Oral Enzyme Cofactor for the Treatment of PKU:
BioMarin Pharmaceutical – BIOMARIN PRESS RELEASE 11.20.03
Exhibit 99.1
Contacts:
Joshua A. Grass
Susan Ferris
Manager, Investor and Financial Relations
Manager, Corporate Communications
BioMarin Pharmaceutical Inc.
BioMarin Pharmaceutical Inc.
(415) 506-6777
(415) 506-6701
For Immediate Release:
BioMarin Accelerates Development of Phenoptin, a Novel Oral
Enzyme Cofactor
_____________
BioMarin Pharmaceutical – 11.20.03
Exhibit 99.1
Contacts:
Joshua A. Grass
Susan Ferris
Manager, Investor and Financial Relations
Manager, Corporate Communications
BioMarin Pharmaceutical Inc.
BioMarin Pharmaceutical Inc.
(415) 506-6777
(415) 506-6701
For Immediate Release:
BioMarin Accelerates Development of Phenoptin, a Novel Oral
Enzyme Cofactor for the Treatment
_____________
BioMarin Pharmaceutical – the Treatment of PKU
Manufacturing and Development Partnership Established with
Merck Eprova AG, a Subsidiary of Merck KGaA
Novato, CA, November 20, 2003 BioMarin Pharmaceutical Inc. (Nasdaq and SWX: BMRN) announced plans to begin clinical trials with PhenoptinTM, an enzyme cofactor that is a second generation, proprietary oral
_____________
BioMarin Pharmaceutical – please enter our website: www.merck-lsp.de.
Forward-Looking Statement
This press release contains forward-looking statements about the business prospects of BioMarin Pharmaceutical Inc., including, without limitation, statements about: expectations about preclinical and clinical development of Phenoptin, expectations about the manufacture and commercial development of, and
_____________
dt 241101
|
Preview
Full Doc
| 2003 |
Cambridge Antibody Technology and Amgen Restructure Existing Agreement
Cambridge Antibody Technology and Amgen Restructure Existing Agreement (6K)
Doc #298459: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}exh991.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
EXHIBIT 99.1
03/CAT/31
Page 1 of 3
FOR IMMEDIATE RELEASE
07.00 GMT, 02.00 EST Wednesday 24 December 2003
For further information contact:
Cambridge Antibody Technology Weber Shandwick Square Mile (Europe)
Tel: +44 (0) 1223 471 471 Tel: +44 (0) 20 7067 0700
Peter Chambre, Chief Executive Officer Kevin Smith
Rowena Gardner, Director of Corporate Rachel Lankester
Communications
BMC Communications/The Trout Group (USA)
----------------------------------------
Tel: +1 212 477 9007
Brad Miles, ext 17 (media)
Brandon Lewis, ext 15 (investors)
CAMBRIDGE ANTIBODY TECHNOLOGY AND AMGEN RESTRUCTURE
EXISTING AGREEMENT
Cambridge, UK... Cambridge Antibody Technology Group plc (LSE: CAT; NASDAQ:
CATG) today announces the restructuring of an existing antibody development and
marketing collaboration agreement between CAT and Immunex Corporation,
subsequently acquired by Amgen Inc., in which Amgen takes over responsibility
for the future development of the antibodies covered by the agreement. CAT will
have the right to receive milestone and royalty payments upon the success of
these programmes.
Under the terms of the agreement, Amgen will take responsibility for the further
development and marketing of the therapeutic antibody candidates isolated by CAT
against two targets on which the parties agreed to collaborate and will bear all
the associated costs. In return, CAT will receive from Amgen an initial fee and
potential milestone payments and royalties on future sales.
{PAGE}
Page 2 of 3
One candidate has been delivered by CAT to Amgen. A second candidate is the
subject of a continuing research programme funded by Amgen and conducted by CAT
and will be delivered to Amgen in due course.
Peter Chambre, CAT's Chief Executive Officer, commented, "We are delighted
to have signed this agreement with Amgen. Over the last twelve months we have
reviewed our product portfolio with the intention of focusing our investment on
a number of core programmes. This agreement allows us to do this, whilst
retaining a significant interest in the success of the two antibody candidates
which CAT has helped to develop against Amgen targets."
ENDS
Notes to Editors
Cambridge Antibody Technology (CAT):
o CAT is a UK-based biotechnology company using its proprietary technologies
and capabilities in human monoclonal antibodies for drug discovery and drug
development. Based near Cambridge, England, CAT currently employs around
280 people.
o CAT is a leader in the discovery and development of human therapeutic
antibodies and has an advanced proprietary platform technology for rapidly
isolating human monoclonal antibodies using phage display and ribosome
display systems. CAT has extensive phage antibody libraries, currently
incorporating more than 100 billion distinct antibodies. These libraries
form the basis for the Company's strategy to develop a portfolio of
antibody-based drugs.
o Three CAT human therapeutic antibody products are now in clinical
development, with two further product candidates in pre-clinical
development.
o HUMIRATM, the leading CAT-derived antibody, isolated and optimised in
collaboration with Abbott has been approved by the US Food and Drug
Administration for marketing in the US and by the European Commission for
marketing in the EU as a treatment for rheumatoid arthritis.
o Five further licensed CAT-derived human therapeutic antibodies in clinical
development, with three further licensed product candidates in pre-clinical
development.
o CAT has alliances with a number of pharmaceutical and biotechnology
companies to discover, develop and commercialise human monoclonal
antibody-based products. CAT has co-development programmes with Amrad, Elan
and Genzyme.
o CAT has also licensed its proprietary technologies to several companies.
CAT's licensees include: Abbott, Amgen, Chugai, Human Genome Sciences,
Merck & Co, Pfizer and Wyeth Research.
o CAT is listed on the London Stock Exchange and on NASDAQ since June 2001.
CAT raised(pound)41m in its IPO in March 1997 and(pound)93m
in a secondary offering in March 2000.
{PAGE}
Page 3 of 3
Application of the Safe Harbor of the Private Securities Litigation Reform Act
of 1995: This press release contains statements about Cambridge Antibody
Technology Group plc ("CAT") that are forward looking statements. All
statements other than statements of historical facts included in this press
release may be forward looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934. These forward looking statements are
based on numerous assumptions regarding the company's present and future
business strategies and the environment in which the company will operate in
the future. Certain factors that could cause the company's actual results,
performance or achievements to differ materially from those in the forward
looking statements include: market conditions, CAT's ability to enter into and
maintain collaborative arrangements, success of product candidates in clinical
trials, regulatory developments and competition. We caution investors not to
place undue reliance on the forward looking statements contained in this press
release. These statements speak only as of the date of this press release, and
we undertake no obligation to update or revise the statements.
{/TEXT}
{/DOCUMENT}
298459
|
Merck
As referenced in this Cambridge Antibody Technology and Amgen Restructure Existing Agreement:
Merck – and Genzyme.
o CAT has also licensed its proprietary technologies to several companies.
CAT's licensees include: Abbott, Amgen, Chugai, Human Genome Sciences,
Merck & Co, Pfizer and Wyeth Research.
o CAT is listed on the London Stock Exchange and on NASDAQ since June 2001.
CAT raised(
_____________
dt 261899
;
Amgen
As referenced in this Cambridge Antibody Technology and Amgen Restructure Existing Agreement:
AMGEN – The Trout Group (USA)
----------------------------------------
Tel: +1 212 477 9007
Brad Miles, ext 17 (media)
Brandon Lewis, ext 15 (investors)
CAMBRIDGE ANTIBODY TECHNOLOGY AND AMGEN RESTRUCTURE
EXISTING AGREEMENT
Cambridge, UK... Cambridge Antibody Technology Group plc (LSE: CAT; NASDAQ:
CATG) today announces the restructuring of an existing antibody development
_____________
Amgen – NASDAQ:
CATG) today announces the restructuring of an existing antibody development and
marketing collaboration agreement between CAT and Immunex Corporation,
subsequently acquired by Amgen Inc., in which Amgen takes over responsibility
for the future development of the antibodies covered by the agreement. CAT will
have the right
_____________
Amgen – the restructuring of an existing antibody development and
marketing collaboration agreement between CAT and Immunex Corporation,
subsequently acquired by Amgen Inc., in which Amgen takes over responsibility
for the future development of the antibodies covered by the agreement. CAT will
have the right to receive milestone and
_____________
Amgen – CAT will
have the right to receive milestone and royalty payments upon the success of
these programmes.
Under the terms of the agreement, Amgen will take responsibility for the further
development and marketing of the therapeutic antibody candidates isolated by CAT
against two targets on which the
_____________
Amgen – against two targets on which the parties agreed to collaborate and will bear all
the associated costs. In return, CAT will receive from Amgen an initial fee and
potential milestone payments and royalties on future sales.
{PAGE}
Page 2 of 3
One candidate has been delivered by
_____________
dt 264821
;
CATG
As referenced in this Cambridge Antibody Technology and Amgen Restructure Existing Agreement:
Cambridge Antibody Technology Group – 212 477 9007
Brad Miles, ext 17 (media)
Brandon Lewis, ext 15 (investors)
CAMBRIDGE ANTIBODY TECHNOLOGY AND AMGEN RESTRUCTURE
EXISTING AGREEMENT
Cambridge, UK... Cambridge Antibody Technology Group plc (LSE: CAT; NASDAQ:
CATG) today announces the restructuring of an existing antibody development and
marketing collaboration agreement between CAT and Immunex Corporation,
_____________
Cambridge Antibody
Technology Group – 3 of 3
Application of the Safe Harbor of the Private Securities Litigation Reform Act
of 1995: This press release contains statements about Cambridge Antibody
Technology Group plc ("CAT") that are forward looking statements. All
statements other than statements of historical facts included in this press
release may be forward
_____________
dt 264902
;
|
Human Genome
As referenced in this Cambridge Antibody Technology and Amgen Restructure Existing Agreement:
Human Genome Sciences, – with Amrad, Elan
and Genzyme.
o CAT has also licensed its proprietary technologies to several companies.
CAT's licensees include: Abbott, Amgen, Chugai, Human Genome Sciences,
Merck & Co, Pfizer and Wyeth Research.
o CAT is listed on the London Stock Exchange and on NASDAQ since June 2001.
CAT
_____________
dt 262200
;
Immunex Corporation
|
Preview
Full Doc
| 2003 |
Cambridge Antibody Technology Reports Granting of Positive Opinion for Humiratm by European Medicines Evaluation Agency
Cambridge Antibody Technology Reports Granting of Positive Opinion for Humiratm by European Medicines Evaluation Agency (6K)
Doc #298496: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}ex-991.txt
{TEXT}
EXHIBIT 99.1
03/CAT/13
Page 1 of 3
FOR IMMEDIATE RELEASE
15.00 BST, 10.00 EST, Friday 23 May 2003
For further information contact:
Cambridge Antibody Technology Weber Shandwick Square Mile (Europe)
-------------------------------- ------------------------------------
Tel: +44 (0) 1223 471 471 Tel: +44 (0) 20 7067 0700
Peter Chambre, Chief Executive Officer Graham Herring
John Aston, Chief Financial Officer Kevin Smith
Rowena Gardner, Director of Corporate
Communications BMC Communications/The Trout Group (USA)
----------------------------------------
Tel: 001 212 477 9007
Brad Miles, ext 17 (media)
Brandon Lewis, ext.15 (investors)
CAMBRIDGE ANTIBODY TECHNOLOGY REPORTS GRANTING OF POSITIVE OPINION FOR
HUMIRATM BY EUROPEAN MEDICINES EVALUATION AGENCY
Cambridge, UK... Cambridge Antibody Technology (LSE: CAT; NASDAQ: CATG) today
acknowledges the announcement by Abbott Laboratories that the European
Medicines Evaluation Agency (EMEA) has granted a positive opinion on
HUMIRA(TM) (adalimumab, previously known as D2E7) for the treatment of
rheumatoid arthritis (RA). HUMIRA was isolated and optimised by CAT and Abbott
Laboratories as part of a broad scientific collaboration. Abbott Laboratories
filed for European Union (EU) approval in April 2002.
In an announcement dated 22 May 2003, Abbott Laboratories stated that the
European Commission (EC) is expected to issue an authorization for marketing
HUMIRA in EU countries in approximately 90 days. HUMIRA will be sent to
pharmacies in Germany and the UK within two weeks of receipt of the marketing
authorization.
CAT will receive royalties on the sales of HUMIRA. In addition, approval in a
country other than the US will trigger a milestone payment to CAT from Abbott
Laboratories.
{PAGE}
Page 2 of 3
Abbott Laboratories reported that the positive opinion on HUMIRA, granted
through the EMEA's Committee for Proprietary Medicinal Products (CPMP), was
based on data obtained in four controlled clinical trials. In total, 23 trials
have been conducted with HUMIRA, involving more than 2,400 RA patients
worldwide.
Abbott Laboratories also stated that HUMIRA will become the first human
monoclonal antibody approved in Europe for RA, and the first tumour necrosis
factor alpha (TNF-(alpha)) antagonist approved with an indication for use with
methotrexate or as monotherapy. HUMIRA is indicated for the treatment of
moderate to severe active RA when the response to disease modifying
anti-rheumatic drugs (DMARDs), including methotrexate, has been inadequate. To
ensure maximum efficacy, HUMIRA is given in combination with methotrexate.
HUMIRA can be given as monotherapy in case of intolerance to methotrexate or
when continued treatment with methotrexate is inappropriate.
As set out in CAT's interim results for the six months ended 31 March 2003,
CAT's entitlement to royalties in relation to sales of Humira is governed by
an agreement dated 1 April 1995 between Cambridge Antibody Technology Limited
and Knoll Aktiengesellschaft (now a subsidiary of Abbott Laboratories). The
agreement allows for offset, in certain circumstances, of royalties due to
third parties against royalties due to CAT, subject to a minimum royalty
level. Abbott indicated to CAT in March 2003 its wish to initiate discussions
regarding the applicability of these royalty offset provisions for Humira. CAT
believes strongly that the offset provisions do not apply and will seek an
outcome consistent with that position.
- ENDS -
Notes to Editors
Cambridge Antibody Technology (CAT):
o CAT is a UK-based biotechnology company using its proprietary
technologies and capabilities in human monoclonal antibodies for drug
discovery and drug development. Based near Cambridge, England, CAT
currently employs around 290 people.
o CAT is a leader in the discovery and development of human therapeutic
antibodies and has an advanced proprietary platform technology for
rapidly isolating human monoclonal antibodies using phage display
systems. CAT has extensive phage antibody libraries, currently
incorporating more than 100 billion distinct antibodies. These libraries
form the basis for the Company's strategy to develop a portfolio of
antibody-based drugs.
o HumiraTM is the leading CAT-derived antibody. Six other CAT-derived human
therapeutic antibodies are at various stages of clinical trials.
{PAGE}
Page 3 of 3
o CAT has alliances with a large number of pharmaceutical and biotechnology
companies to discover, develop and commercialise human monoclonal
antibody-based products. CAT has also licensed its proprietary human
phage antibody libraries to several companies for target validation and
drug discovery. CAT's collaborators include: Abbott, Amgen, Amrad,
Chugai, Elan, Genzyme, Human Genome Sciences, Merck & Co, Pharmacia and
Wyeth Research.
o CAT is listed on the London Stock Exchange and on NASDAQ since June 2001.
CAT raised(pound)41m in its IPO in March 1997 and(pound)93m in a secondary
offering in March 2000.
Application of the Safe Harbor of the Private Securities
Litigation Reform Act of 1995:
This press release contains statements about Cambridge Antibody
Technology Group plc ("CAT") that are forward looking statements. All
statements other than statements of historical facts included in this press
release may be forward looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934. These forward looking statements are
based on numerous assumptions regarding CAT's present and future business
strategies and the environment in which CAT will operate in the future.
Certain factors that could cause CAT's actual results, performance or
achievements to differ materially from those in the forward looking statements
include: market conditions, CAT's ability to enter into and maintain
collaborative arrangements, success of product candidates in clinical trials,
regulatory developments and competition.
{/TEXT}
{/DOCUMENT}
298496
|
Merck
As referenced in this Cambridge Antibody Technology Reports Granting of Positive Opinion for Humiratm by European Medicines Evaluation Agency:
Merck – libraries to several companies for target validation and
drug discovery. CAT's collaborators include: Abbott, Amgen, Amrad,
Chugai, Elan, Genzyme, Human Genome Sciences, Merck & Co, Pharmacia and
Wyeth Research.
o CAT is listed on the London Stock Exchange and on NASDAQ since June 2001.
CAT raised(
_____________
dt 261913
;
Abbott Labs
As referenced in this Cambridge Antibody Technology Reports Granting of Positive Opinion for Humiratm by European Medicines Evaluation Agency:
Abbott Laboratories – POSITIVE OPINION FOR
HUMIRATM BY EUROPEAN MEDICINES EVALUATION AGENCY
Cambridge, UK... Cambridge Antibody Technology (LSE: CAT; NASDAQ: CATG) today
acknowledges the announcement by Abbott Laboratories that the European
Medicines Evaluation Agency (EMEA) has granted a positive opinion on
HUMIRA(TM) (adalimumab, previously known as D2E7) for the treatment
_____________
Abbott
Laboratories – on
HUMIRA(TM) (adalimumab, previously known as D2E7) for the treatment of
rheumatoid arthritis (RA). HUMIRA was isolated and optimised by CAT and Abbott
Laboratories as part of a broad scientific collaboration. Abbott Laboratories
filed for European Union (EU) approval in April 2002.
In an announcement dated 22
_____________
Abbott Laboratories
– the treatment of
rheumatoid arthritis (RA). HUMIRA was isolated and optimised by CAT and Abbott
Laboratories as part of a broad scientific collaboration. Abbott Laboratories
filed for European Union (EU) approval in April 2002.
In an announcement dated 22 May 2003, Abbott Laboratories stated that the
European
_____________
Abbott Laboratories – of a broad scientific collaboration. Abbott Laboratories
filed for European Union (EU) approval in April 2002.
In an announcement dated 22 May 2003, Abbott Laboratories stated that the
European Commission (EC) is expected to issue an authorization for marketing
HUMIRA in EU countries in approximately 90 days. HUMIRA
_____________
Abbott
Laboratories. – on the sales of HUMIRA. In addition, approval in a
country other than the US will trigger a milestone payment to CAT from Abbott
Laboratories.
{PAGE}
Page 2 of 3
Abbott Laboratories reported that the positive opinion on HUMIRA, granted
through the EMEA's Committee for Proprietary
_____________
dt 264532
;
CATG
As referenced in this Cambridge Antibody Technology Reports Granting of Positive Opinion for Humiratm by European Medicines Evaluation Agency:
Cambridge Antibody
Technology Group – in March 2000.
Application of the Safe Harbor of the Private Securities
Litigation Reform Act of 1995:
This press release contains statements about Cambridge Antibody
Technology Group plc ("CAT") that are forward looking statements. All
statements other than statements of historical facts included in this press
release may be forward
_____________
dt 264925
;
|
Human Genome
As referenced in this Cambridge Antibody Technology Reports Granting of Positive Opinion for Humiratm by European Medicines Evaluation Agency:
Human Genome Sciences, – human
phage antibody libraries to several companies for target validation and
drug discovery. CAT's collaborators include: Abbott, Amgen, Amrad,
Chugai, Elan, Genzyme, Human Genome Sciences, Merck & Co, Pharmacia and
Wyeth Research.
o CAT is listed on the London Stock Exchange and on NASDAQ since June 2001.
CAT
_____________
dt 262223
;
Wyeth
As referenced in this Cambridge Antibody Technology Reports Granting of Positive Opinion for Humiratm by European Medicines Evaluation Agency:
Wyeth – for target validation and
drug discovery. CAT's collaborators include: Abbott, Amgen, Amrad,
Chugai, Elan, Genzyme, Human Genome Sciences, Merck & Co, Pharmacia and
Wyeth Research.
o CAT is listed on the London Stock Exchange and on NASDAQ since June 2001.
CAT raised(pound)41m in its IPO
_____________
dt 264741
|
| Full Doc
| 2003 |
Proposed Merger of CAT and OGS
Proposed Merger of CAT and OGS (105K)
Doc #298519: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}exh991.txt
{TEXT}
EXHIBIT 99.1
23 January 2003
Not for release, publication or distribution in, into or from Australia,
Canada or Japan
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC ("CAT")
AND OXFORD GLYCOSCIENCES PLC ("OGS")
---------------------------------------------------------
PROPOSED MERGER OF CAT AND OGS
The Boards of CAT and OGS announce that they have agreed the terms of a
recommended merger to create a leading European biotechnology company combining
the key strengths of the two organisations.
Rationale for the Merger
The Merger will create an enlarged entity with greater scientific,
organisational and financial resources. In particular:
o the Enlarged Group will have a stronger and broader portfolio, with two
approved products, seven additional products in clinical trials and seven
pre-clinical products;
o the Merger will significantly strengthen the Enlarged Group's core
capabilities in research and development by combining CAT's leading human
monoclonal antibody product development expertise with OGS' oncology drug
discovery capabilities and target pool and by increasing the breadth of the
discovery and pre-clinical portfolios;
o the Enlarged Group will have substantially greater financial strength. This
will increase the ability to fund product development to later stages,
thereby retaining greater value, and reduce the need for additional
capital. Pro-forma net cash was (pound)260.1 million as at 31 December
2002; and
o cost savings based on the removal of duplicated activities have been
identified in the areas of corporate overhead, R&D and real estate. These
savings are expected to have a cash effect of approximately (pound)10
million in the first full financial year following completion of the
Merger*. In addition, further savings are expected from a portfolio review
to focus R&D expenditure on the highest quality projects. The results of
this review will be announced in November 2003.
Terms of the Merger
The Merger of CAT and OGS will be effected by way of a scheme of arrangement
under section 425 of the Companies Act. Upon completion of the Merger, OGS
Shareholders will receive:
for each OGS Share 0.3620 New CAT Shares
Holders of OGS ADSs will receive:
1
{PAGE}
for each OGS ADS 0.3620 New CAT ADSs
o Based upon CAT's share price of 540.0 pence, being the Closing Price of a
CAT Share on 22 January 2003, the last Business Day prior to this
announcement, the Merger values each OGS Share at 195.5 pence, and the
entire issued and to be issued share capital of OGS at approximately
(pound)109.6 million. This represents a premium of 28.2 per cent. over the
Closing Price of 152.5 pence per OGS Share.
o Based on the volume weighted average trading price of CAT Shares in the
last ten Business Days prior to this announcement of 581.7 pence, the
Merger values each OGS Share at 210.6 pence and the entire issued and to be
issued share capital of OGS at approximately (pound)118.2 million. This
represents a premium of 43.3 per cent. over the volume weighted average
trading price of OGS Shares in the last ten Business Days prior to this
announcement of 147.0 pence per OGS Share.
o Following completion of the Merger, which is expected to occur in March
2003, and based on the current issued share capital of each company, CAT
Shareholders will hold approximately 64.3 per cent. and OGS Shareholders
will hold approximately 35.7 per cent. of the issued share capital of CAT.
o CAT has received irrevocable undertakings from those OGS Directors who hold
OGS Shares (other than Dr Drakeman**) representing in aggregate 273,843 OGS
Shares, or approximately 0.5 per cent. of the issued share capital of OGS,
under which they have agreed to vote in favour of the resolutions to
implement the Merger.
o CAT has also received non-binding letters of intent to vote in favour of
the resolutions to implement the Merger from Invesco Asset Management
Limited and Fidelity Investments International Limited in respect of a
total of 16,021,763 OGS Shares, representing approximately 28.7 per cent.
of the issued share capital of OGS.
o The Merger is subject to the conditions set out in Appendix I, including,
amongst other things, the approval of the Merger by shareholders of both
CAT and OGS, the obtaining of relevant regulatory consents and the sanction
of the Scheme by the Court.
Proposed Board and management team
o Following completion of the Merger, CAT will continue to be chaired by
Professor Peter Garland. Peter Chambre and John Aston will remain Chief
Executive Officer and Chief Financial Officer respectively.
o Dr David Ebsworth, currently Chief Executive Officer of OGS, will be
invited to join the CAT Board as an executive director to assist in the
integration process. It is the intention of both CAT and Dr Ebsworth that,
after completion of that process, he will remain on the CAT Board as a
non-executive director.
o Dr David Glover, who will remain as Chief Medical Officer of CAT, will
co-chair the portfolio review of the Enlarged Group with Professor Raj
Parekh, currently Chief Scientific Officer of OGS. Professor Parekh will be
invited to join the CAT Board as an executive director upon completion of
the Merger and it is the intention of both CAT and Professor Parekh that,
following the completion of the portfolio review, he will remain on the CAT
Board as a non-executive director.
2
{PAGE}
o Dr James Hill, currently a non-executive director of OGS, will be invited
to join the CAT Board as a non-executive director.
o Dr Chris Moyses, currently Chief Medical Officer of OGS, and Denis Mulhall,
currently Chief Financial Officer of OGS, will be invited to join the CAT
Executive Committee.
298519
|
Merck
As referenced in this Proposed Merger of CAT and OGS:
Merck, – a number of alliances in place with established pharmaceutical and
biotechnology companies. Present partners include Abbott Laboratories, Amgen,
Chugai, Genzyme, Human Genome Sciences, Merck, Pharmacia and Wyeth Research.
CAT completed its initial public offering and listing on the London Stock
Exchange in March 1997, raising (pound)
_____________
"Merck" – possessions.
"Listing Rules" the Listing Rules of the UK Listing
Authority.
"London Stock Exchange" the London Stock Exchange plc or its
successor(s).
"Merck" Merck & Co., Inc.
27
{PAGE}
"Merger" the proposed merger of OGS with CAT, to
be effected by way of the Scheme.
"Merrill
_____________
Merck – Listing Rules" the Listing Rules of the UK Listing
Authority.
"London Stock Exchange" the London Stock Exchange plc or its
successor(s).
"Merck" Merck & Co., Inc.
27
{PAGE}
"Merger" the proposed merger of OGS with CAT, to
be effected by way of the Scheme.
"Merrill Lynch"
_____________
dt 261921
;
Abbott Labs
As referenced in this Proposed Merger of CAT and OGS:
Abbott Laboratories, – from research
collaborations and licensing of its technologies.
HumiraTM, the most advanced CAT-derived human monoclonal antibody, isolated and
optimised in collaboration with Abbott Laboratories, has been approved by the
FDA for marketing in the US as a treatment for rheumatoid arthritis and was
filed by Abbott
_____________
Abbott Laboratories, – at various stages of clinical trials.
CAT has a number of alliances in place with established pharmaceutical and
biotechnology companies. Present partners include Abbott Laboratories, Amgen,
Chugai, Genzyme, Human Genome Sciences, Merck, Pharmacia and Wyeth Research.
CAT completed its initial public offering and listing on the London
_____________
Abbott Laboratories – and licensees in the 2003 financial year are expected to be at least comparable
to the 2002 financial year.
On 31 December 2002, Abbott Laboratories announced that it had received FDA
approval to market Humira for the treatment of rheumatoid arthritis in the US.
This approval was received
_____________
"Abbott Laboratories" – and OGS Shares in the
last ten Business Days prior to this announcement have been sourced from
Bloomberg.
25
{PAGE}
APPENDIX III
Definitions
"Abbott Laboratories" or "Abbott" Abbott GmbH & Co. KG.
"Actelion" Actelion Pharmaceuticals Ltd.
"Admission" the admission of the New CAT Shares to the
Official List
_____________
dt 264536
;
Amgen
As referenced in this Proposed Merger of CAT and OGS:
Amgen, – stages of clinical trials.
CAT has a number of alliances in place with established pharmaceutical and
biotechnology companies. Present partners include Abbott Laboratories, Amgen,
Chugai, Genzyme, Human Genome Sciences, Merck, Pharmacia and Wyeth Research.
CAT completed its initial public offering and listing on the London Stock
_____________
"Amgen" – shares to the London
Stock Exchange's market for listed
securities becoming effective.
"ADR" an American depositary receipt.
"ADS" an American depositary share.
"Amgen" Amgen Inc.
"Australia" the Commonwealth of Australia, its states,
territories and possessions and all areas
subject to its jurisdiction or any
political
_____________
Amgen – to the London
Stock Exchange's market for listed
securities becoming effective.
"ADR" an American depositary receipt.
"ADS" an American depositary share.
"Amgen" Amgen Inc.
"Australia" the Commonwealth of Australia, its states,
territories and possessions and all areas
subject to its jurisdiction or any
political sub-division
_____________
dt 264842
;
|
Bayer
As referenced in this Proposed Merger of CAT and OGS:
Bayer AG. – the Commonwealth of Australia, its states,
territories and possessions and all areas
subject to its jurisdiction or any
political sub-division thereof.
"Bayer" Bayer AG.
"Board" the board of directors of CAT or OGS, as
the context requires.
"Business Day" a day (not being a Saturday or
_____________
dt 264587
;
CATG
As referenced in this Proposed Merger of CAT and OGS:
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP – exh991.txt
{TEXT}
EXHIBIT 99.1
23 January 2003
Not for release, publication or distribution in, into or from Australia,
Canada or Japan
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC ("CAT")
AND OXFORD GLYCOSCIENCES PLC ("OGS")
---------------------------------------------------------
PROPOSED MERGER OF CAT AND OGS
The Boards of CAT and OGS announce that they have
_____________
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP – 44 20
7638 1554).
5
{PAGE}
23 January 2003
Not for release, publication or distribution in, into or from Australia,
Canada or Japan
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC ("CAT") AND
OXFORD GLYCOSCIENCES PLC ("OGS")
--------------------------------------------------------
PROPOSED MERGER OF CAT AND OGS
1. Introduction
The Boards of CAT and OGS announce that
_____________
Cambridge Antibody Technology Group – of the Euro.
"Canada" Canada, its provinces, territories and
possessions and all areas subject to its
jurisdiction or any political subdivision
thereof.
"CAT" Cambridge Antibody Technology Group plc.
"CAT ADSs" ADSs of CAT, each of which represents one
Existing CAT Share.
"CAT Board" the board of directors of CAT.
"CAT
_____________
dt 264939
;
|
| Full Doc
| 2004 |
Exelixis Announces Fourth Quarter and Year-End 2003 Financial Results
Exelixis Announces Fourth Quarter and Year-End 2003 Financial Results (24K)
Doc #283745: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}doc2.txt
{TEXT}
EXELIXIS ANNOUNCES FOURTH QUARTER AND
YEAR-END 2003 FINANCIAL RESULTS
SOUTH SAN FRANCISCO, Calif. - February 17, 2004 - Exelixis, Inc. (Nasdaq: EXEL)
today reported financial results for the quarter and year ended December 31,
2003.
For the quarter ended December 31, 2003, the company reported a net loss of
approximately $23.3 million, or $0.33 per share, under generally accepted
accounting principles (GAAP), compared to a net loss of $20.9 million, or $0.36
per share, for the quarter ended December 31, 2002. Excluding restructuring
expense and non-cash charges for stock compensation and amortization of
intangibles, the company reported a non-GAAP net loss of approximately $22.6
million, or $0.32 per share, for the quarter ended December 31, 2003. For the
quarter ended December 31, 2002, the comparable non-GAAP net loss was
approximately $19.8 million, or $0.34 per share. A reconciliation of GAAP net
loss to non-GAAP net loss is set forth at the end of this press release.
For the year ended December 31, 2003, the company reported a GAAP net loss of
approximately $94.8 million, or $1.45 per share, compared to a net loss of $86.1
million, or $1.52 per share, for the year ended December 31, 2002. Excluding
restructuring expense, gain from insurance settlement, loss from discontinued
operations and non-cash charges for stock compensation and amortization of
intangibles, the company reported a non-GAAP net loss of approximately $93.0
million, or $1.42 per share, for the year ended December 31, 2003. For the year
ended December 31, 2002, the comparable non-GAAP net loss was approximately
$81.0 million, or $1.43 per share. A reconciliation of GAAP net loss to non-GAAP
net loss is set forth at the end of this press release.
Our cash burn for 2003 was $86.4 million. Cash burn is the sum of the net cash
used in operating activities; plus purchases of property and equipment, net of
proceeds from bank obligations; plus principal payments on capital lease
obligations, notes payable and bank obligations as derived from our consolidated
statements of cash flows prepared in accordance with GAAP. A calculation of cash
burn is set forth at the end of this press release. At December 31, 2003, cash,
cash equivalents, short-term investments and restricted cash totaled
approximately $241.9 million, compared to $222.0 million at December 31, 2002.
For the quarter and year ended December 31, 2003, total revenues were
approximately $13.8 million and $51.5 million, respectively, compared to $12.5
million and $44.3 million, respectively, for the same periods of 2002. The
increases in 2003 compared to 2002 were driven primarily by revenue from our
corporate collaboration with SmithKlineBeecham Corporation (GlaxoSmithKline) and
from compound deliveries under our chemistry collaborations with Cytokinetics,
Elan Pharmaceuticals, Merck, Scios and Schering Plough Research Institute,
partially offset by the successful conclusion of our collaboration with Protein
Design Labs in May 2003.
Research and development expenses for the quarter and year ended December 31,
2003 were $32.6 million and $127.6 million, respectively, compared to $27.7
million and $112.0 million, respectively, for the equivalent periods of 2002.
The increases in 2003 from the 2002 levels were driven primarily by the
expansion of our drug discovery and development operations and activities
associated with advancing our clinical and pre-clinical development programs.
General and administrative expenses for the quarter and year ended December 31,
2003 were $4.2 million and $18.6 million, respectively, compared to $4.8 million
and $18.8 million, respectively, for the comparable periods in 2002.
"Exelixis delivered a strong performance in 2003 by achieving our clinical and
strategic goals and maintaining a high level of fiscal responsibility and
operational efficiency," said George A. Scangos, Ph.D., president and chief
executive officer. "Throughout our organization, we believe that we are
operating at high levels of efficiency, innovation and quality. In 2003, our
research and development efforts were highly productive, resulting in the
advancement of multiple compounds toward the clinic. We anticipate that we will
be able to file at least two investigational new drug (IND) applications per
year beginning in 2004. We are generating an expanding pipeline of what we
believe are innovative and exciting compounds that have the potential to be
important new therapeutics in cancer and other serious diseases. We anticipate
that 2004 will be an important and highly productive year for our company as we
progress toward our goals of delivering new medicines to patients in need and of
building a sustainable biotechnology company."
Exelixis' 2003 accomplishments include the following:
- Phase 2 clinical trials of XL119 were concluded successfully, and the
company is on track to initiate a Phase 3 clinical trial of XL119 as a
potential treatment for bile duct tumors in the second quarter of
2004.
- The Phase 1 trial of XL784 was successfully conducted. The compound
was administered orally to healthy volunteers and was shown to be free
of side effects and to have an attractive pharmacokinetic profile. The
compound showed good activity in preclinical models of renal and
cardiac disease, providing a basis for the company to pursue
development of XL784 as a potential treatment for renal and
cardiovascular failure.
- Exelixis advanced multiple proprietary compounds towards the clinic.
Exelixis is on track to file an IND application for XL647 in the first
quarter of 2004 and to file an IND application for XL999 in the second
quarter of 2004. The company anticipates filing an IND application for
XL844 in early 2005, and has several additional preclinical programs
slated for IND applications in 2005 and beyond.
- Exelixis extended and expanded its oncology collaboration with
Bristol-Myers Squibb, extended its herbicide collaboration with Dow
AgroSciences and achieved its collaboration goals with Bayer,
GlaxoSmithKline and all of its other strategic partners.
- Exelixis delivered a strong financial performance and exceeded its
year-end cash balance goal by ending the year with approximately $242
million in cash, cash equivalents, short-term investments and
restricted cash.
Outlook
-------
The following statements are based on current expectations. These statements are
forward-looking, and actual results may differ materially. Except as expressly
set forth below, these statements do not include the potential impact of any
product in-licensing, equity offerings or business combinations that may be
closed or entered into after December 31, 2003.
With respect to financial expectations for 2004 as compared to 2003, we
anticipate that revenues will increase in the range of 15 to 25% and that
operating expenses, excluding non-cash and restructuring charges, will increase
in the range of 23 to 28%. The increase in operating expenses is primarily
related to the on-going expansion of our development and drug discovery
operations as we advance and expand our clinical and preclinical research
programs. The company's cash, cash equivalents, short-term investments and
restricted cash balance at the end of 2004 is expected to exceed $175 million,
including estimated proceeds of $30 million in 2004 from our loan facility with
GlaxoSmithKline.
With respect to financial expectations for the first quarter of 2004, we expect
our revenues to decrease by approximately 15 to 20% due to timing of shipments
under our chemistry collaborations, and our operating expenses, excluding
non-cash and restructuring charges, to increase by 10 to 15% from fourth quarter
2003 levels.
Exelixis' management will discuss the company's fourth quarter and year-end 2003
financial results and outlook during a conference call beginning at 5:00 p.m.
U.S. EDT today, Tuesday, February 17, 2004. To participate in the conference
call, log onto www.exelixis.com and click on the webcast link under the heading
----------------
"Investor Info" to access the live call. A copy of Exelixis' press releases,
283745
|
Merck
As referenced in this Exelixis Announces Fourth Quarter and Year-End 2003 Financial Results:
Merck, – primarily by revenue from our
corporate collaboration with SmithKlineBeecham Corporation (GlaxoSmithKline) and
from compound deliveries under our chemistry collaborations with Cytokinetics,
Elan Pharmaceuticals, Merck, Scios and Schering Plough Research Institute,
partially offset by the successful conclusion of our collaboration with Protein
Design Labs in May 2003.
_____________
Merck – co-promotion by Exelixis. The company has
also established agricultural research collaborations with Bayer CropScience,
Dow AgroSciences and Renessen LLC. Other partners include Merck & Co., Inc.,
Schering-Plough Research Institute, Inc., Cytokinetics, Inc., Elan
Pharmaceuticals, Inc. and Scios Inc. For more information, please visit the
company'
_____________
dt 218598
;
Bristol-Myers
As referenced in this Exelixis Announces Fourth Quarter and Year-End 2003 Financial Results:
Bristol-Myers Squibb, – 2005, and has several additional preclinical programs
slated for IND applications in 2005 and beyond.
- Exelixis extended and expanded its oncology collaboration with
Bristol-Myers Squibb, extended its herbicide collaboration with Dow
AgroSciences and achieved its collaboration goals with Bayer,
GlaxoSmithKline and all of its other strategic partners.
-
_____________
Bristol-Myers Squibb
– IND candidates; and multiple compounds in preclinical development. Exelixis has
established broad corporate alliances with major pharmaceutical and
biotechnology companies, including GlaxoSmithKline and Bristol-Myers Squibb
Company. After completion of Phase 2a clinical trials, GlaxoSmithKline has the
right to elect to develop a certain number of the cancer
_____________
dt 225702
;
Cytokinetics
As referenced in this Exelixis Announces Fourth Quarter and Year-End 2003 Financial Results:
Cytokinetics, – 2002 were driven primarily by revenue from our
corporate collaboration with SmithKlineBeecham Corporation (GlaxoSmithKline) and
from compound deliveries under our chemistry collaborations with Cytokinetics,
Elan Pharmaceuticals, Merck, Scios and Schering Plough Research Institute,
partially offset by the successful conclusion of our collaboration with Protein
Design Labs
_____________
Cytokinetics, – established agricultural research collaborations with Bayer CropScience,
Dow AgroSciences and Renessen LLC. Other partners include Merck & Co., Inc.,
Schering-Plough Research Institute, Inc., Cytokinetics, Inc., Elan
Pharmaceuticals, Inc. and Scios Inc. For more information, please visit the
company's web site at www.exelixis.com.
----------------
This
_____________
dt 207280
;
|
Exelixis
As referenced in this Exelixis Announces Fourth Quarter and Year-End 2003 Financial Results:
Exelixis, Inc – SEQUENCE}3
{FILENAME}doc2.txt
{TEXT}
EXELIXIS ANNOUNCES FOURTH QUARTER AND
YEAR-END 2003 FINANCIAL RESULTS
SOUTH SAN FRANCISCO, Calif. - February 17, 2004 - Exelixis, Inc . (Nasdaq: EXEL)
today reported financial results for the quarter and year ended December 31,
2003.
For the quarter ended December 31, 2003,
_____________
Exelixis, Inc – Exelixis' press releases,
including this release, can be found on the company's website at
www.exelixis.com under the heading "Press Room."
Exelixis, Inc . (Nasdaq: EXEL) is a leading genomics-based drug discovery company
dedicated to the discovery and development of novel therapeutics. The company is
_____________
EXELIXIS, INC – circumstances on which any such statements are based.
Exelixis and the Exelixis logo are registered U.S. trademarks.
-see attached financials tables-
{PAGE}
EXELIXIS, INC .
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
{TABLE}
{CAPTION}
Three Months Ended December 31, Year Ended December 31,
-------------------------------- --------------------------------
2003
_____________
EXELIXIS, INC – of $200 and $897 for the years ended December 31,
2003 and 2002, respectively.
(3) Derived from the audited consolidated financial statements.
{/TABLE}
EXELIXIS, INC .
RECONCILIATION OF GAAP NET LOSS TO NON-GAAP NET LOSS (1)
(in thousands, except per share amounts)
(unaudited)
{TABLE}
{CAPTION}
Three Months
_____________
EXELIXIS, INC – with, or an alternative for, generally accepted accounting principles
and may be different from non-GAAP measures used by other companies.
{TABLE}
{CAPTION}
EXELIXIS, INC .
CONSOLIDATED BALANCE SHEET DATA
(in thousands)
December 31, December 31,
2003 2002 (2)
------------- -------------
{S} {C} {C}
(unaudited)
Cash, cash equivalents, short-term
_____________
dt 236953
;
Protein Design
As referenced in this Exelixis Announces Fourth Quarter and Year-End 2003 Financial Results:
Protein
Design Labs – chemistry collaborations with Cytokinetics,
Elan Pharmaceuticals, Merck, Scios and Schering Plough Research Institute,
partially offset by the successful conclusion of our collaboration with Protein
Design Labs in May 2003.
Research and development expenses for the quarter and year ended December 31,
2003 were $32.6 million and $127.6
_____________
dt 213858
|
Preview
Full Doc
| 2004 |
Biomarin Assembles Leading Metabolic Disease Experts to Guide Its PKU Product Development Program
Biomarin Assembles Leading Metabolic Disease Experts to Guide Its PKU Product Development Program (10K)
Doc #284347: Click preview link for longer preview.
Contacts:
Joshua A. Grass
Susan Ferris
Manager, Investor and Financial Relations
Manager, Corporate Communications
BioMarin Pharmaceutical Inc.
BioMarin Pharmaceutical Inc.
(415) 506-6777
(415) 506-6701
For Immediate Release:
BioMarin Assembles Leading Metabolic Disease Experts
to Guide its PKU Product Development Program
Novato, CA, February 2, 2004 ? BioMarin Pharmaceutical Inc. ( . . .
284347
| |
BioMarin Pharma
As referenced in this Biomarin Assembles Leading Metabolic Disease Experts to Guide Its PKU Product Development Program:
BIOMARIN PHARMACEUTICAL –
EX-99 3 pressrelease2204.htm BIOMARIN PHARMACEUTICAL PRESS RELEASE 2-2-04
Exhibit 99.1
Contacts:
Joshua A. Grass
Susan Ferris
Manager, Investor and Financial Relations
Manager, Corporate Communications
BioMarin
_____________
BioMarin Pharmaceutical – PHARMACEUTICAL PRESS RELEASE 2-2-04
Exhibit 99.1
Contacts:
Joshua A. Grass
Susan Ferris
Manager, Investor and Financial Relations
Manager, Corporate Communications
BioMarin Pharmaceutical Inc.
BioMarin Pharmaceutical Inc.
(415) 506-6777
(415) 506-6701
For Immediate Release:
BioMarin Assembles Leading Metabolic Disease Experts
to Guide its PKU
_____________
BioMarin Pharmaceutical – 2-2-04
Exhibit 99.1
Contacts:
Joshua A. Grass
Susan Ferris
Manager, Investor and Financial Relations
Manager, Corporate Communications
BioMarin Pharmaceutical Inc.
BioMarin Pharmaceutical Inc.
(415) 506-6777
(415) 506-6701
For Immediate Release:
BioMarin Assembles Leading Metabolic Disease Experts
to Guide its PKU Product Development Program
_____________
BioMarin Pharmaceutical – 506-6701
For Immediate Release:
BioMarin Assembles Leading Metabolic Disease Experts
to Guide its PKU Product Development Program
Novato, CA, February 2, 2004 BioMarin Pharmaceutical Inc. (Nasdaq and SWX: BMRN) announced today that it has assembled a phenylketonuria (PKU) advisory board comprised of renowned experts in PKU and
_____________
BioMarin Pharmaceutical – only treatment currently available for PKU patients is a highly restrictive and expensive medical food diet that most patients find difficult to maintain.
BioMarin Pharmaceutical Inc. develops and commercializes first-to-market biopharmaceuticals to improve the lives of people living with life-threatening diseases or serious medical conditions.
_____________
dt 241097
|
Preview
Full Doc
| 2004 |
Cambridge Antibody Technology Interim Results for the Six Months Ended 31 March 2004
Cambridge Antibody Technology Interim Results for the Six Months Ended 31 March 2004 (50K)
Doc #298447: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}2
{FILENAME}ex-991.txt
{TEXT}
EXHIBIT 99.1
04/CAT/08
Page 1 of 14
FOR IMMEDIATE RELEASE
07.00 BST, 02.00 EST Monday 17 May 2004
For further information contact:
Cambridge Antibody Technology Weber Shandwick Square Mile (Europe)
----------------------------- ------------------------------------
Tel: +44 (0) 1223 471 471 Tel: +44 (0) 20 7067 0700
Peter Chambre, Chief Executive Officer Kevin Smith
John Aston, Chief Financial Officer Louise Robson
Rowena Gardner, Director of
Corporate Communications
BMC Communications/The Trout Group (USA)
----------------------------------------
Tel: +1 212 477 9007
Brad Miles, ext 17 (media)
Brandon Lewis, ext 15 (investors)
CAMBRIDGE ANTIBODY TECHNOLOGY
INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MARCH 2004
Cambridge, UK...Cambridge Antibody Technology (LSE: CAT; NASDAQ: CATG)
today announces financial results for the six months ended 31 March 2004
and a business update.
Summary
Developments since the First Quarter results:
o Trial for litigation with Abbott set by London High Court for November 2004
o Library licences granted to Genzyme and Wyeth
o Enrolment in US trial of Trabio(R) to be completed in the third quarter
of 2004
o Wyeth progressing an anti-GDF-8 antibody, licensed from CAT
o Further pre-clinical studies of GC-1008 underway
o Plans for anti-TGF(beta) collaboration with Genzyme in development
Previously announced:
o Preliminary results from CAT-192 Phase I/II clinical trial
o Enrolment complete in Phase III pivotal International clinical trial of
Trabio
o Co-development agreement with Amgen restructured on attractive terms
o Co-development agreement with Elan terminated by CAT
o Extension of manufacturing agreement with Lonza
o Second tranche of equity investment by Genzyme
{PAGE}
Page 2 of 14
Financial:
o Net cash and liquid resources of(pound)107.6 million at 31 March 2004
((pound)107.8 million at 30 September 2003)
o Net cash outflow before management of liquid resources and financing:
(pound)14.2 million for the six months ended 31 March 2004
compared with(pound)13.2 million for the six months ended 31 March 2003
o Revised financial guidance: net cash outflow before management of
liquid resources and financing for the year to 30 September 2004
expected to be less than (pound)35 million (after Genzyme
investment, net cash outflow after financing less than (pound)21
million)
Paul Nicholson, CAT's Chairman, said "We are pleased to report that CAT has
continued to make progress in the first half of the financial year. We are
also pleased that the High Court has fixed a trial date in November 2004 to
hear our dispute with Abbott in accordance with our wish that the courts
resolve the dispute at the earliest opportunity. We look forward to putting
our case before the High Court in November."
CAT Product Candidates
In April 2004, three-year follow up results of a Phase II clinical trial of
Trabio (lerdelimumab), a human anti-TGF(beta)2 monoclonal antibody, in
patients undergoing first time phacotrabeculectomy (combined surgery to
simultaneously treat glaucoma and a cataract) were presented at the annual
meeting of the Association for Research in Vision and Ophthalmology (ARVO).
The results show that patients treated with Trabio at the time of surgery have
lower intraocular pressure (IOP) levels compared to placebo-treated patients.
Additionally, the proportion of patients returning to IOP-lowering medication
remains lower for Trabio than placebo groups.
In the US clinical trial of Trabio compared to 5-fluorouracil (5FU) in
patients undergoing surgery for glaucoma (trabeculectomy) enrolment is ongoing
and is now expected to be complete in the third quarter of 2004.
In the Phase II/III European clinical trial of Trabio in 344 patients
undergoing first time trabeculectomy, it is expected that preliminary data at
one year follow up will be available in the fourth quarter of 2004.
Enrolment is complete in the Phase III pivotal International clinical trial of
Trabio in patients undergoing first time trabeculectomy. A total of 393
patients in six European countries and South Africa were randomised in the
double-blind trial which compares Trabio with placebo. Data from this trial
are expected in early 2005 when all patients will have completed at least one
year of follow-up post surgery.
In February, preliminary results from a Phase I/II clinical trial of CAT-192
(metelimumab), a human anti-TGF(beta)1 monoclonal antibody, were announced.
The double-blind, placebo-controlled trial enrolled 45 patients at 12 medical
centres in the US and Europe. Patients were randomised to receive one of three
dose levels of CAT-192 (0.5 mg/kg, 5 mg/kg or 10 mg/kg) or matching placebo,
given as an intravenous infusion every six weeks for four doses.
{PAGE}
Page 3 of 14
The primary objective of the trial was to assess the safety, tolerability and
pharmacokinetics of CAT-192 in patients suffering from diffuse systemic
sclerosis. Preliminary results show that the primary objective of the trial
was met; CAT-192 was generally safe and well-tolerated at each dose level.
Elimination half-life was consistently around three weeks. There were no
treatment-related serious adverse events observed. The secondary objective was
to evaluate the potential clinical outcomes for any future trial in systemic
sclerosis, however, no definitive conclusions regarding the efficacy of
CAT-192 are able to be drawn at this time.
An Investigational New Drug (IND) application for a Phase I trial in the US in
idiopathic pulmonary fibrosis (IPF) of GC-1008, a pan-specific human
anti-TGF(beta) monoclonal antibody being developed by CAT and Genzyme, has
been filed with the US Food and Drug Administration (FDA). Following
298447
|
Merck
As referenced in this Cambridge Antibody Technology Interim Results for the Six Months Ended 31 March 2004:
Merck – the two
royalty payments made by Abbott. Revenues of (pound)1.1 million were generated
from contract research fees under collaborations with Amgen, Merck & Co.,
Pfizer and Wyeth Research. Other revenues of (pound)0.4 million were
recognised in the period.
Direct costs for the six
_____________
Merck – stage.
o CAT has also licensed its proprietary technologies to several companies.
CAT's licensees include: Abbott, Amgen, Chugai, Genzyme, Human Genome
Sciences, Merck & Co, Pfizer and Wyeth Research.
o CAT is listed on the London Stock Exchange and on NASDAQ. CAT raised
(pound)41m in
_____________
dt 261891
;
Abbott Labs
As referenced in this Cambridge Antibody Technology Interim Results for the Six Months Ended 31 March 2004:
Abbott Laboratories. – HUMIRA(TM)
HUMIRA(TM) (adalimumab) is a human anti-TNF(alpha) monoclonal antibody which was
isolated and optimised by CAT in collaboration with Abbott Laboratories. It is
the first CAT-derived antibody to receive approval for marketing and is now
approved for sale in 41 countries. Abbott
_____________
dt 264523
;
|
CATG
As referenced in this Cambridge Antibody Technology Interim Results for the Six Months Ended 31 March 2004:
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP – year this would result in net cash outflow after financing of less
than (pound)21 million.
{PAGE}
Page 8 of 14
{TABLE}
{CAPTION}
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC
INTERIM Statement of Results for
the SIX MONTHS ended 31 MARCH 2004
CONSOLIDATED PROFIT AND LOSS ACCOUNT
(unaudited)
Six months Six months
_____________
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP – prepared in accordance with UK GAAP. The dollar translations are solely
for the convenience of the reader.
{PAGE}
Page 9 of 14
{CAPTION}
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC
INTERIM Statement of Results for
the SIX MONTHS ended 31 MARCH 2004
Consolidated Balance Sheet
(unaudited) As at As at As at
_____________
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP – prepared in accordance with UK GAAP. The dollar translations
are solely for the convenience of the reader.
{PAGE}
Page 10 of 14
{CAPTION}
CAMBRIDGE ANTIBODY TECHNOLOGY GROUP PLC
INTERIM Statement of Results for
the SIX MONTHS ended 31 March 2004
Consolidated Cash Flow Statement
(unaudited) Six months Six months Six
_____________
Cambridge Antibody Technology Group – and financial statements for the year ended 30 September
2003 are available from the Corporate Communications Department at the
Company's registered office:
Cambridge Antibody Technology Group plc
Milstein Building
Granta Park
Cambridge
CB1 6GH
UK
Tel: +44 (0) 1223 471 471
E-mail: investor.relations@cambridgeantibody.com
{PAGE}
Page
_____________
Cambridge Antibody
Technology Group – in March 2000.
Application of the Safe Harbor of the Private Securities Litigation Reform Act
of 1995: This press release contains statements about Cambridge Antibody
Technology Group plc ("CAT") that are forward looking statements. All
statements other than statements of historical facts included in this press
release may be forward
_____________
dt 264894
;
Human Genome
As referenced in this Cambridge Antibody Technology Interim Results for the Six Months Ended 31 March 2004:
Human Genome Sciences, – clinical
trial of ABT-874 in patients with active Crohn's disease will also be
presented at Digestive Disease Week.
In January 2004, Human Genome Sciences, Inc (HGSI) announced that it has begun
enrolling and dosing patients in a Phase II clinical trial of LymphoStat-B(TM),
a
_____________
Human Genome
Sciences, – pre-clinical
development stage.
o CAT has also licensed its proprietary technologies to several companies.
CAT's licensees include: Abbott, Amgen, Chugai, Genzyme, Human Genome
Sciences, Merck & Co, Pfizer and Wyeth Research.
o CAT is listed on the London Stock Exchange and on NASDAQ. CAT raised
(pound)41m
_____________
dt 262188
;
Wyeth
As referenced in this Cambridge Antibody Technology Interim Results for the Six Months Ended 31 March 2004:
Wyeth
– Quarter results:
o Trial for litigation with Abbott set by London High Court for November 2004
o Library licences granted to Genzyme and Wyeth
o Enrolment in US trial of Trabio(R) to be completed in the third quarter
of 2004
o Wyeth progressing an anti-
_____________
Wyeth – granted to Genzyme and Wyeth
o Enrolment in US trial of Trabio(R) to be completed in the third quarter
of 2004
o Wyeth progressing an anti-GDF-8 antibody, licensed from CAT
o Further pre-clinical studies of GC-1008 underway
o Plans for anti-TGF(
_____________
Wyeth – HGSI has stated that further development of ABthrax will depend on the US
Government's willingness to commit to the purchase of ABthrax.
Wyeth is moving forward with MYO-029, a human monoclonal antibody discovered
by CAT in collaboration with Wyeth and licensed to Wyeth, that neutralises
_____________
Wyeth – commit to the purchase of ABthrax.
Wyeth is moving forward with MYO-029, a human monoclonal antibody discovered
by CAT in collaboration with Wyeth and licensed to Wyeth, that neutralises the
effects of a protein called GDF-8, which is associated with reduced skeletal
muscle mass. MYO-
_____________
Wyeth, – of ABthrax.
Wyeth is moving forward with MYO-029, a human monoclonal antibody discovered
by CAT in collaboration with Wyeth and licensed to Wyeth, that neutralises the
effects of a protein called GDF-8, which is associated with reduced skeletal
muscle mass. MYO-029 is being
_____________
dt 264719
|
| Full Doc
| 2004 |
Cambridge Antibody Technology Grants Licence to Wyeth
Cambridge Antibody Technology Grants Licence to Wyeth (5K)
Doc #298451: This document is immediately available for purchase, but does not have a preview available for viewing.
Cambridge Antibody Technology Group plc
04/CAT/07
EXHIBIT 99.1
04/CAT/07
Page 1 of 2
FOR IMMEDIATE RELEASE
13.00 GMT, 08:00 EST Wednesday 11 February 2004
For further information contact:
Cambridge Antibody Technology
Tel: +44 (0) 1223 471 471
Peter Chambr?, Chief Executive Officer
John Aston, Chief Financial Officer
Rowena Gardner, Director of Corporate
Communications
Weber Shandwick Square Mile (Europe)
Tel: +44 (0) 20 7067 0700
Kevin Smith
Rachel Lankester
BMC Communications/The Trout Group (USA)
Tel: +1 212 477 . . .
298451
|
CATG
As referenced in this Cambridge Antibody Technology Grants Licence to Wyeth:
Cambridge Antibody Technology Group – in March 2000.
Application of the Safe Harbor of the Private Securities Litigation Reform Act of 1995: This press release contains statements about Cambridge Antibody Technology Group plc ("CAT") that are forward looking statements. All statements other than statements of historical facts included in this press release may be forward
_____________
dt 264895
;
|
Human Genome
As referenced in this Cambridge Antibody Technology Grants Licence to Wyeth:
Human Genome Sciences, – and one at pre-clinical development stage.
CAT has also licensed its proprietary technologies to several companies. CATs licensees include: Abbott, Amgen, Chugai, Human Genome Sciences, Merck & Co, Pfizer and Wyeth Research.
CAT is listed on the London Stock Exchange and on NASDAQ. CAT raised 41m in its
_____________
dt 262190
;
Wyeth
As referenced in this Cambridge Antibody Technology Grants Licence to Wyeth:
WYETH
– Group (USA)
Tel: +1 212 477 9007
Brad Miles, ext 17 (media)
Brandon Lewis, ext 15 (investors)
CAMBRIDGE ANTIBODY TECHNOLOGY
GRANTS LICENCE TO WYETH
Cambridge, UK Cambridge Antibody Technology (LSE: CAT; NASDAQ: CATG) today announces that Wyeth (NYSE:WYE) has exercised an option to license CATs
_____________
Wyeth – Lewis, ext 15 (investors)
CAMBRIDGE ANTIBODY TECHNOLOGY
GRANTS LICENCE TO WYETH
Cambridge, UK Cambridge Antibody Technology (LSE: CAT; NASDAQ: CATG) today announces that Wyeth (NYSE:WYE) has exercised an option to license CATs proprietary antibody phage display libraries for in-house use. The libraries will support
_____________
Wyeth – in therapeutic antibody drug discovery and development across a broad range of therapeutic areas. This option to license CATs libraries was granted to Wyeth as part of the collaboration agreement entered into in March 1999.
In return for Wyeths exercise of the option, CAT will receive an
_____________
Wyeth – the collaboration agreement entered into in March 1999.
In return for Wyeths exercise of the option, CAT will receive an upfront licence fee. Wyeth has a number of exclusive therapeutic and diagnostic antibody product options related to its use of the library which, if exercised, will result
_____________
Wyeth – milestone and royalty payments.
Page 2 of 2
Peter Chambr, Chief Executive Officer of CAT, commented We have developed an excellent relationship with Wyeth over the past four years that has already resulted in Wyeth taking two exclusive product licences to human antibodies identified through work carried
_____________
dt 264720
|
Preview
Full Doc
| 2004 |
DOV Pharmaceutical and Merck Announce Agreement to Develop and Commercialize Novel Depression Compounds
DOV Pharmaceutical and Merck Announce Agreement to Develop and Commercialize Novel Depression Compounds (8K)
Doc #303370: Click preview link for longer preview.
For Immediate Release
DOV Contacts:
(Company)
(Corporate Communications)
Barbara Duncan
Kathleen Eppolito
Chief Financial Officer
Scientia Communications, Inc.
DOV Pharmaceutical, Inc.
(718) 281-1809
(201) 968-0980
Merck investor contact:
Merck media contact:
Michael Rabinowitz
Tony Plohoros
(908) 423-5185
(908) 423-3644
DOV Pharmaceutical and Merck Announce Agreement To Develop . . .
303370
| |
DOV Pharma
As referenced in this DOV Pharmaceutical and Merck Announce Agreement to Develop and Commercialize Novel Depression Compounds:
DOV Pharmaceutical, – 1.htm
EXHIBIT 99.1
For Immediate Release
DOV Contacts:
(Company)
(Corporate Communications)
Barbara Duncan
Kathleen Eppolito
Chief Financial Officer
Scientia Communications, Inc.
DOV Pharmaceutical, Inc.
(718) 281-1809
(201) 968-0980
Merck investor contact:
Merck media contact:
Michael Rabinowitz
Tony Plohoros
(908) 423-5185
(908) 423-
_____________
DOV Pharmaceutical – Inc.
(718) 281-1809
(201) 968-0980
Merck investor contact:
Merck media contact:
Michael Rabinowitz
Tony Plohoros
(908) 423-5185
(908) 423-3644
DOV Pharmaceutical and Merck Announce Agreement To Develop and
Commercialize Novel Depression Compounds
Whitehouse Station, NJ and Hackensack, NJ, August 5, 2004. Merck & Co., Inc. (
_____________
DOV Pharmaceutical, – Agreement To Develop and
Commercialize Novel Depression Compounds
Whitehouse Station, NJ and Hackensack, NJ, August 5, 2004. Merck & Co., Inc. (NYSE: MRK) and DOV Pharmaceutical, Inc. (Nasdaq: DOVP) today announced an agreement for the development and commercialization of DOVs novel triple uptake inhibitors being developed for depression
_____________
dt 268775
|
| Full Doc
| 2004 |
HI-Tech Pharmacal Announces Retirement Of Chief Financial Officer and Appontment of New CFO
HI-Tech Pharmacal Announces Retirement Of Chief Financial Officer and Appontment of New CFO (3K)
Doc #304798: This document is immediately available for purchase, but does not have a preview available for viewing.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}2
{FILENAME}exhhitech2004.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
HI-TECH PHARMACAL ANNOUNCES RETIREMENT
OF CHIEF FINANCIAL OFFICER AND APPONTMENT OF NEW CFO
AMITYVILLE, NY, May 3, 2004 - Hi-Tech Pharmacal Co., Inc. (NASDAQ: HITK), a
specialty pharmaceuticals company, announced today that Arthur Goldberg, Vice
President, Finance and Chief Financial Officer will retire effective June 5,
2004. Mr. Goldberg has served as Vice President, Finance and Chief Financial
Officer of Hi-Tech since 1991. Hi-Tech also announced the appointment of
Mr. William Peters as Vice President, Chief Financial Officer for the Company.
Mr. Peters has been Vice President, Corporate Development since
September 2003.
Mr. David Seltzer, President and CEO of Hi-Tech, commented: "Mr. Goldberg has
been with Hi-Tech for over 12 years, and we greatly appreciate his contribution
to the Company's growth over these years. His dedication and experience has
helped us to successfully build our business. The directors, officers and
employees of Hi-Tech wish him well in his retirement".
David Seltzer commented on the appointment of William Peters: "Bill joined
Hi-Tech recently and has demonstrated broad knowledge of corporate finance and
an understanding of the issues, opportunities and challenges facing the
pharmaceutical industry. He has been actively involved in defining the Company's
strategy and prioritizing near and long term growth opportunities. He has also
been instrumental in strengthening Hi-Tech's relations with investors and
industry analysts. I am confident that his background and experience will help
us to further grow the business and build shareholder value."
Prior to Hi-Tech, Mr. Peters worked for Merck & Co., Inc, where he served most
recently as Director, Financial Evaluations, for the Medco Health Solutions
subsidiary. During his seven-year career with Merck & Co., he also served as
Manager of Corporate Financial Analysis and Manager of Treasury Planning and
Analysis. Mr. Peters began his career at GE Aerospace in the Financial
Management Program, where he later held positions in Financial Planning and
Analysis and Internal Auditing. Mr. Peters earned his Master of Business
Administration from the Wharton School, University of Pennsylvania, and a
Bachelor of Science in Business Administration from Bucknell University.
About Hi-Tech Pharmacal
Hi-Tech is a specialty pharmaceutical company developing, manufacturing and
marketing branded and generic products for the general healthcare industry. The
Company specializes in difficult to manufacture liquid and semi-solid dosage
forms and produces a range of sterile ophthalmic, otic and inhalation products.
The Company's Health Care Products Division is a leading developer and marketer
of branded prescription and OTC products for the diabetes marketplace.
Statements concerning future results in this release may constitute
forward-looking statements within the meaning of the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. These statements are
based on current expectations and the current economic environment. These
statements involve a number of risks and uncertainties, including but not
limited to the impact of competitive products and pricing, product demand and
market acceptance, new product development, reliance on key strategic
alliances, availability of raw materials, the regulatory environment,
fluctuations in operating results and other risks detailed from time to time in
the Company's filings with the Securities and Exchange Commission. Actual
results could differ materially from those expressed or implied in the
forward-looking statements and these statements are not guarantees of the
future performance.
Contact:
David Seltzer
(631) 789-8228
{/TEXT}
{/DOCUMENT}
304798
|
Merck
As referenced in this HI-Tech Pharmacal Announces Retirement Of Chief Financial Officer and Appontment of New CFO:
Merck & Co – background and experience will help
us to further grow the business and build shareholder value."
Prior to Hi-Tech, Mr. Peters worked for Merck & Co ., Inc, where he served most
recently as Director, Financial Evaluations, for the Medco Health Solutions
subsidiary. During his seven-year career with
_____________
Merck & Co – Co., Inc, where he served most
recently as Director, Financial Evaluations, for the Medco Health Solutions
subsidiary. During his seven-year career with Merck & Co ., he also served as
Manager of Corporate Financial Analysis and Manager of Treasury Planning and
Analysis. Mr. Peters began his career at
_____________
dt 278788
;
|
Hi-Tech
As referenced in this HI-Tech Pharmacal Announces Retirement Of Chief Financial Officer and Appontment of New CFO:
Hi-Tech Pharmacal Co – DESCRIPTION}PRESS RELEASE
{TEXT}
HI-TECH PHARMACAL ANNOUNCES RETIREMENT
OF CHIEF FINANCIAL OFFICER AND APPONTMENT OF NEW CFO
AMITYVILLE, NY, May 3, 2004 - Hi-Tech Pharmacal Co ., Inc. (NASDAQ: HITK), a
specialty pharmaceuticals company, announced today that Arthur Goldberg, Vice
President, Finance and Chief Financial Officer will retire effective
_____________
dt 274996
|
Preview
Full Doc
| 2003 |
Agreement
Agreement (120K)
Doc #142576: Click preview link for longer preview.
AGREEMENT BETWEEN
FEMMEPHARMA, INC. AND
K-V PHARMACEUTICAL COMPANY
--------------------------
This Agreement is entered into as of the 18th day of April 2002 by
and between FEMMEPHARMA, INC. ("FemmePharma"), 37 West Avenue, Suite 101,
Wayne, Pennsylvania 19087, and K-V PHARMACEUTICAL COMPANY ("KV"), 2503 South
Hanley Road, St. Louis, Missouri 63144.
A. FemmePharma is the owner of certain technology and patent rights
applicable to intravaginal products containing Danazol and vaginal
anti-infective products.
B. In the course of obtaining the regulatory approvals contemplated
in this Agreement, and during the term of this Agreement, FemmePharma may
develop certain inventions and other proprietary rights relating to the
manufacture, use and sale of intravaginal products containing Danazol and
vaginal anti-infective products and FemmePharma is willing to grant KV an
exclusive license for the manufacture, use and sale of intravaginal products
containing Danazol and vaginal anti-infective products, and KV desires to
acquire the same from FemmePharma.
Therefore, in consideration of the mutual covenants and agreements
contained herein, and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, FemmePharma and KV, intending
to be legally bound, agree as follows:
1. DEFINITIONS.
-----------
As used herein, capitalized terms shall have the respective
meanings set forth below.
"Act" means the United States Federal Food, Drug, and Cosmetic Act,
---
as amended, and rules and regulations thereunder.
"Affiliate" of a Person means a Person that directly, or indirectly
---------
through one or more intermediaries, controls, is controlled by or is under
common control with such Person. For purposes of this definition, "control"
(and, with correlative meanings, the terms "controlled by" and "under common
control with") shall mean the possession of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting stock, by contract or otherwise. In the case of a
corporation or other entity "control" shall be presumed to exist by, among
other things, the direct or indirect ownership of more than fifty percent
(50%) in voting power of its outstanding voting stock, or other voting
rights.
"Anti-infective Product" means any product used for the treatment
----------------------
of candidiasis, bacterial vaginosis or trichomoniasis, whether such
conditions are described by such terms or any other terminology.
{PAGE}
{PAGE}
"Claim" means any and all liabilities, damages, losses,
-----
settlements, claims, actions, suits, penalties, fines, costs or expenses
(including, without limitation, reasonable attorneys' fees and expenses).
"Commercially Reasonable" shall mean reasonable efforts and
-----------------------
diligence in developing and commercializing a Product in accordance with a
party's business, legal, medical and scientific judgment, such reasonable
efforts and diligence to be no less than the efforts and resources the party
would use for a product owned by it or to which it has rights, which is of
similar market potential at a similar stage in its product life, taking into
account the competitiveness of the marketplace, the proprietary position of
the compound, the regulatory structure involved, the profitability of the
applicable products, and other relevant factors including, without
limitation, technical, legal, scientific or medical factors.
"Confidential Information" is defined in Section 12.1.
------------------------
"Danazol" has the meaning ascribed thereto in The Merck Index, 12th
-------
Edition (1996, 1997).
"Danazol Product" is defined under the definition of KV Product.
---------------
"DMF" means the Drug Master File, as defined at 21 C.F.R. Section
---
314.420, for any Product or any manufacturing facility of KV at which a
Product is manufactured.
"Existing Patent" means any issued patent which falls within (a) or
---------------
(b) of the definition of Patent Rights.
"Fair Market Value" means the cash consideration which the selling
-----------------
party would realize from an unaffiliated, unrelated buyer in an arm's length
sale of an identical item sold in the same quantity and at the same time and
place of transaction.
"FDA" means the United States Food and Drug Administration.
---
"FemmePharma Improvements" means any Technology discovered,
------------------------
developed or otherwise owned, acquired or controlled by FemmePharma or its
Affilitates before or during the Term (except as covered by the Existing
Patents).
"FemmePharma Indemnitee" means FemmePharma and its Affiliates and
----------------------
their directors, officers, employees, agents, professional consultants,
successors and assigns.
"FemmePharma Product(s)" means all products other than KV Products.
----------------------
"FemmePharma Technology" means all Technology owned or controlled
----------------------
by FemmePharma or its Affiliates before or during the Term.
"FemmePharma Territory" is defined in Section 2.1(b)(i).
142576
|
AstraZeneca
As referenced in this Agreement:
AstraZeneca – FemmePharma's prior written
approval of the license, sublicense or assignment of KV's rights and
obligations hereunder to TAP Pharmaceutical Products Inc., AstraZeneca PLC,
Pharmacia Corporation or Sanofi-Synthelabo Inc., or any Affiliate of any
such entity, which approval shall not be unreasonably withheld; and
(C)
_____________
dt 90635
;
|
Pharmacia
As referenced in this Agreement:
Pharmacia Corp – assignment of KV's rights and
obligations hereunder to TAP Pharmaceutical Products Inc., AstraZeneca PLC,
Pharmacia Corp oration or Sanofi-Synthelabo Inc., or any Affiliate of any
such entity, which approval shall
dt 45543
;
FemmePharma, Inc.;
KV Pharmaceutical Co.
|
Preview
Full Doc
| 2003 |
Agreement
Agreement (8K)
Doc #216925: Click preview link for longer preview.
AGREEMENT
WHEREAS Dr. Edward M. Scolnick (Dr. Scolnick) has expressed an interest in relinquishing his executive duties and devoting himself full time to research activities, while remaining employed by Merck & Co., Inc. (Merck or the Company), and
WHEREAS Merck wishes to continue to support and benefit from Dr. Scolnicks outstanding research ability, insights and knowledge;
IT IS HEREBY AGREED as follows:
1. Change in Title and Job Responsibilities. Effective upon the close of business on December 31, 2002, Dr. Scolnick will voluntarily relinquish his positions, titles and responsibilities (a) as Mercks Executive Vice President, Science and Technology, (b) as President, Merck Research Laboratories (MRL), (c) as a member of Mercks Management Committee, (d) as a member of MRLs Research Management Committee, (e) as a member of the board of directors of Merck and of any subsidiary or unit of Merck, and (f) as a member of any other Merck committee on which he is currently serving; and in consideration therefor Merck will appoint Dr. Scolnick as President Emeritus, MRL, effective January 1, 2003. In that capacity, Dr. Scolnick will report to Mercks Chief Executive Officer and will be responsible for engaging in scientific research in a field of his choice, subject to the approval of the President, MRL.
2. West Point Laboratory. To enable Dr. Scolnick to engage in scientific research as President Emeritus, MRL, Merck will (a) assign to him a laboratory appropriate for such research at Mercks facility in West Point, Pennsylvania, (b) allot to him an annual budget to be determined by the President, MRL, which shall not be less than $1.25 million, for supplies, equipment, other materials, and scientific staff needed for the laboratory, and (c) assign to him a full time administrative assistant. Dr. Scolnick will be responsible for administering the budget and supervising the staff. Beginning no later than December 2003 and continuing for as long as a laboratory is made available to him under this paragraph, Dr. Scolnick will submit to Mercks Board of Directors an annual progress report describing the activities and results of the laboratory assigned to him by Merck.
3. Compensation. Commencing on January 1, 2003, Dr. Scolnicks base salary will be $50,000 per month subject to appropriate payroll and tax withholding and deductions, and he will continue to be eligible to participate in the various employee benefit plans that cover Mercks salaried exempt employees; however, he will not be eligible for an AIP or EIP bonus or for annual stock option grants, except that, subject to the approval of the Compensation and Benefits Committee of Mercks Board of Directors, Dr. Scolnick will be eligible to receive an EIP bonus payable in 2003 for his performance in 2002. In addition, while Dr. Scolnick remains an employee of Merck, Merck will allow him the reasonable use of Merck corporate aircraft (if otherwise available) to attend conferences and external board meetings.
216925
| | Edward M. Scolnick
|
Preview
Full Doc
| 2004 |
Agreement
Agreement (99K)
Doc #298833: Click preview link for longer preview.
AGREEMENT
THIS AGREEMENT (this "Agreement") is made and is effective as of
October 20, 2003, (the "Effective Date") between Dr. Robert L. Hunter ("Hunter")
and CytRx Corporation, a Delaware corporation ("CytRx") with reference to the
following facts:
A. CytRx has developed CytRx Know-How (as hereinafter defined)
and has CytRx Patent Rights (as hereinafter defined) in the fields of:
(i) The composition and use of surface-active copolymers
exemplified by poloxamer 188 to treat ischemic tissue, myocardial damage,
stroke, pathological hydrophobic interactions in biological fluids, tissue
damaged by reperfusion injury, sickle cell disease, and in performing
angioplasty procedures (with the CytRx Know-How and CytRx Patent Rights in this
field referred to collectively as the "FLOCOR Intellectual Property");
(ii) the composition and use of surface active copolymers
(exemplified by poloxamers, reverse poloxamers and diether fatty acid conjugates
of poloxyethylene) to treat infections caused by microorganisms, including
bacteria, fungi, and viruses and to treat tumors (with the CytRx Know-How and
CytRx Patent Rights in this field referred to collectively as the
"Anti-Infectives Intellectual Property"); and
(iii) conventional vaccine adjuvants exemplified by
poloxamer P1005 (with the CytRx Know-How and CytRx Patent Rights in this field
referred to collectively as the "OptiVax Intellectual Property").
B. CytRx has exclusively licensed to Merck & Co. ("Merck), Ivy
Animal Health, Inc. ("Ivy Animal Health"), TiterMax USA, Inc. ("TiterMax"), and
Vical Inc. ("Vical"), and has granted an option to acquire an exclusive license
to Progenics Pharmaceuticals, Inc. ("Progenics"), CytRx Know-How and CytRx
Patent Rights in certain fields under agreements collectively referred to as the
CytRx Licenses, copies of which are attached hereto as SCHEDULE A.
C. Hunter has previously participated in the development of most
of the poloxamer technology that is the subject of the Licensed Intellectual
Property (as hereinafter defined) and has developed Hunter Know-How (as
hereinafter defined).
D. CytRx and Hunter wish to continue the development and
subsequent commercialization of the FLOCOR Intellectual Property, the
Anti-Infectives Intellectual Property and the Opti-Vax Intellectual Property
(collectively referred to as the "Licensed Intellectual Property") and other
potential technologies in the field of FLOCOR, Opti-Vax and Anti-Infectives (as
such terms are hereinafter defined) through a jointly owned new corporation to
be formed by them and named SynthRx Inc. ("SynthRx").
E. CytRx and Hunter wish to provide for the formation and
operation of SynthRx, for Hunter to provide the initial capital for SynthRx, for
SynthRx to obtain an exclusive license under the Licensed Intellectual Property
from CytRx and for both CytRx and Hunter to provide know how to SynthRx upon the
terms and conditions set forth herein.
{PAGE}
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained, the parties hereby agree as follows:
ARTICLE I.
DEFINITIONS
Unless specifically set forth to the contrary herein, the following
terms, whether used in the singular or plural, shall have the respective
meanings set forth below:
1.1 The term "Affiliate" shall mean (i) any corporation or
business entity of which 50% or more of the securities or other ownership
interests representing the equity, the voting stock or general partnership
interest are owned, controlled or held, directly or indirectly, by SynthRx,
Hunter or CytRx; or (ii) any corporation or business entity which, directly or
indirectly, owns, controls or holds 50% or more of the securities or other
ownership interests representing the equity or the voting stock of SynthRx or
CytRx.
1.2 The term "Anti-Infectives" shall mean
polyoxypropylene/polyoxyethylene copolymers and other polyoxyethylene conjugates
having therapeutic activity or having the ability to enhance the therapeutic
activity of other agents against infective organisms, including bacteria,
viruses and fungi.
1.3 The term "CytRx Know-How" shall mean contracts, information
and materials, including but not limited to, discoveries, Improvements,
processes, formulas, data, know-how and trade secrets, patentable or otherwise,
which (i) are in CytRx's possession or control at the Effective Date or are
developed by CytRx during the term of this Agreement, if any, (ii) are not
generally known, (iii) are valuable to SynthRx in connection with the research,
development, marketing, use or sale of Licensed Products in the Field in the
Territory, and (iv) CytRx has the right to provide to SynthRx.
1.4 The term "CytRx Licenses" shall mean the previously entered
into exclusive license agreements between CytRx and Merck, Ivy Animal Health,
Titermax and Vical and the exclusive license agreement to be entered into
between CytRx and Progenics upon Progenics exercising the option previously
granted to it by CytRx for certain CytRx Know-How and CytRx Patent Rights for
certain fields as defined in each license agreement listed in SCHEDULE A.
1.5 The term "CytRx Patent Rights" shall mean (i) all United
States or foreign patents or patent applications, and patents to be issued
pursuant thereto, owned by or licensed to CytRx, related to Flocor, Opti-vax or
the Anti-Infectives, excluding the use in certain fields that are covered in the
CytRx Licenses listed in SCHEDULE A hereto; or (ii) are divisions,
continuations, reissues, renewals, extensions, supplementary protection
certificates, utility models and the like of any such United States patents and
patent applications and foreign equivalents thereof. Hunter and CytRx
acknowledge that the patent rights licensed from Rush-Presbyterian-St. Luke's
Medical Center have reverted to Rush, that they are no longer part of CytRx
Patent Rights and that SynthRx must negotiate directly with Rush if it is to
obtain rights to these parts of the Anti-Infectives Intellectual Property.
2
{PAGE}
1.6 The term "Field" shall mean the use of Licensed Intellectual
Property in all fields for FLOCOR, Anti-Infectives and Opti-Vax, set forth in
recital A to this Agreement except for those fields of use that are or will be
licensed under the CytRx Licenses.
1.7 The term "FLOCOR" shall mean surface-active copolymers of an
ethylene oxide-propylene oxide condensation product that have cytoprotective,
rheologic and antithrombotic activities exemplified by poloxamer 188.
1.8 The term "Opti-Vax" shall mean novel
polyoxyethylene/polyoxypropylene copolymers that are high molecular weight
molecules and are useful as vaccine adjuvants.
1.9 The term "Hunter Know-How" shall mean information and
materials, including but not limited to, discoveries, improvements, processes,
formulas, dates, know-how and trade secrets, patentable or otherwise, which are
in Hunter's possession or control at the Effective Date or are developed by
Hunter alone or with others during the term of this Agreement, if any, (i) are
not generally known, (ii) are valuable to SynthRx in connection with the
research, development, marketing, use or sale of the Licensed Products in the
Field in the Territory, and (iii) which Hunter has the right to provide to
SynthRx. Hunter's rights are subject to an employment agreement with the
University of Texas-Houston.
1.10 The term "Hunter Patent Rights" shall mean in the fields of
Flocor, the antiinfectives and OptiVax (i) all United States or foreign patents
or patent applications and patents to be issued pursuant thereto, owned by or
licensed to Hunter, including but not limited to those listed in SCHEDULE B
hereto; or (ii) are divisions, continuations, reissues, renewals, extensions,
supplementary protection certificates, utility models and the like of any such
United States patents and patent applications and foreign equivalents thereof.
1.11 The term "License Agreement" shall mean the License Agreement
between CytRx and SynthRx in the form set forth in SCHEDULE C hereto.
1.12 The term "Licensed Product" shall mean a Product for use in
the Field, which in the absence of this Agreement would infringe one or more
claims of the CytRx Patent Rights, or a Product that is made using a process or
method covered by one or more claims of the CytRx Patent Rights.
1.13 The term "Proprietary Information" shall mean all SynthRx
Know-How, Hunter Know-How and CytRx Know-How, and all other scientific,
clinical, regulatory, marketing, financial and commercial information or data,
whether communicated in writing or orally or by sensory detection, which is
provided by one party to the other party in connection with this Agreement.
1.14 The term "Product" shall mean any prescription or
over-the-counter prophylactic, diagnostic or therapeutic product, vaccine or
device for use in the Field in the Territory.
1.15 The term "Territory" shall mean all of the countries in the
world.
3
{PAGE}
ARTICLE II.
FORMATION AND OPERATION OF SYNTHRX
2.1 Formation and Initial Capitalization of SynthRx. Within 20
business days following the Effective Date (the "Closing Date"), Hunter and
298833
|
Merck
As referenced in this Agreement:
Merck – Know-How and CytRx Patent Rights in this field
referred to collectively as the "OptiVax Intellectual Property").
B. CytRx has exclusively licensed to Merck & Co. ("Merck), Ivy
Animal Health, Inc. ("Ivy Animal Health"), TiterMax USA, Inc. ("TiterMax"), and
Vical Inc. ("Vical"), and has granted an option
_____________
"Merck) – and CytRx Patent Rights in this field
referred to collectively as the "OptiVax Intellectual Property").
B. CytRx has exclusively licensed to Merck & Co. ("Merck) , Ivy
Animal Health, Inc. ("Ivy Animal Health"), TiterMax USA, Inc. ("TiterMax"), and
Vical Inc. ("Vical"), and has granted an option to acquire
_____________
Merck, – right to provide to SynthRx.
1.4 The term "CytRx Licenses" shall mean the previously entered
into exclusive license agreements between CytRx and Merck, Ivy Animal Health,
Titermax and Vical and the exclusive license agreement to be entered into
between CytRx and Progenics upon Progenics exercising
_____________
Merck – 448 EPO 864,556 South Africa
A - 1
{PAGE}
LICENSE AGREEMENTS
{TABLE}
{CAPTION}
AGREEMENT DATE
--------- ----
{S} {C}
TiterMax, USA, Inc. June 15, 2000
Merck & Co. November 1, 2000
Ivy Animal Health February 16, 2001
Vical Incorporated December 7, 2001
PSMA Development Co., LLC December 23, 2002
(
_____________
Merck – Know-How and CytRx Patent Rights in this field
referred to collectively as the "OptiVax Intellectual Property").
B. CytRx has exclusively licensed to Merck & Co. ("Merck), Ivy
Animal Health, Inc. ("Ivy Animal Health"), TiterMax USA, Inc. ("TiterMax") and
Vical Inc. ("Vical") and has granted an option
_____________
dt 261953
;
Progenics
As referenced in this Agreement:
Progenics Pharmaceuticals, – Inc. ("Ivy Animal Health"), TiterMax USA, Inc. ("TiterMax"), and
Vical Inc. ("Vical"), and has granted an option to acquire an exclusive license
to Progenics Pharmaceuticals, Inc. ("Progenics"), CytRx Know-How and CytRx
Patent Rights in certain fields under agreements collectively referred to as the
CytRx Licenses, copies
_____________
Progenics Pharmaceuticals, – Inc. ("Ivy Animal Health"), TiterMax USA, Inc. ("TiterMax") and
Vical Inc. ("Vical") and has granted an option to acquire an exclusive license
to Progenics Pharmaceuticals, Inc. ("Progenics"), CytRx Know-How and CytRx
Patent Rights in certain fields under agreements collectively referred to as the
CytRx Licenses, copies
_____________
dt 266232
;
|
Vical
As referenced in this Agreement:
Vical Inc – Intellectual Property").
B. CytRx has exclusively licensed to Merck & Co. ("Merck), Ivy
Animal Health, Inc. ("Ivy Animal Health"), TiterMax USA, Inc. ("TiterMax"), and
Vical Inc . ("Vical"), and has granted an option to acquire an exclusive license
to Progenics Pharmaceuticals, Inc. ("Progenics"), CytRx Know-How and CytRx
Patent
_____________
Vical Incorporated – TABLE}
{CAPTION}
AGREEMENT DATE
--------- ----
{S} {C}
TiterMax, USA, Inc. June 15, 2000
Merck & Co. November 1, 2000
Ivy Animal Health February 16, 2001
Vical Incorporated December 7, 2001
PSMA Development Co., LLC December 23, 2002
(option agreement)
TransForm Pharmaceuticals, Inc. April 22, 2003
{/TABLE}
A-2
{PAGE}
_____________
Vical Inc – Intellectual Property").
B. CytRx has exclusively licensed to Merck & Co. ("Merck), Ivy
Animal Health, Inc. ("Ivy Animal Health"), TiterMax USA, Inc. ("TiterMax") and
Vical Inc . ("Vical") and has granted an option to acquire an exclusive license
to Progenics Pharmaceuticals, Inc. ("Progenics"), CytRx Know-How and CytRx
Patent
_____________
Vical Incorporated – TABLE}
{CAPTION}
AGREEMENT DATE
--------- ----
{S} {C}
TiterMax, USA, Inc. June 15, 2000
Merck & Co. November 1, 2000
Ivy Animal Health February 16, 2001
Vical Incorporated December 7, 2001
PSMA Development Co., LLC (option agreement) December 23, 2002
TransForm Pharmaceuticals, Inc. April 22, 2003
{/TABLE}
C(A) - 2
{
_____________
dt 264793
;
Robert L. Hunter
|
Preview
Full Doc
| 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (238K)
Doc #217374: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
ROSETTA INPHARMATICS, INC.,
MERCK & CO., INC.
AND
COHO ACQUISITION CORP.
DATED AS OF
May 10, 2001
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I........................................................................................................ 1
Section 1.1 The Merger........................................................................ 1
Section 1.2 The Closing....................................................................... 2
Section 1.3 Effective Time.................................................................... 2
Section 1.4 Subsequent Actions................................................................ 2
Section 1.5 Certificate of Incorporation and By-laws.......................................... 2
Section 1.6 Officers and Directors............................................................ 3
Section 1.7 Tax Consequences.................................................................. 3
ARTICLE II....................................................................................................... 3
Section 2.1 Treatment of Common Stock......................................................... 3
Section 2.2 Cancellation of Excluded Shares................................................... 3
Section 2.3 Conversion of Common Stock of Merger Sub.......................................... 4
Section 2.4 Exchange Agent; Exchange Procedures............................................... 4
Section 2.5 Transfer Books; Lost, Stolen or Destroyed Certificates............................ 5
Section 2.6 No Fractional Share Certificates; Termination of Exchange Fund.................... 5
Section 2.7 Options........................................................................... 6
Section 2.8 Appraisal Rights.................................................................. 8
Section 2.9 Certain Adjustments............................................................... 8
Section 2.10 Treatment of Warrants............................................................. 8
Section 2.11 Non-Exclusive Licenses............................................................ 8
ARTICLE III...................................................................................................... 10
Section 3.1 Organization and Qualification; Subsidiaries...................................... 10
Section 3.2 Restated Certificate of Incorporation and By-laws................................. 10
Section 3.3 Capitalization.................................................................... 11
Section 3.4 Power and Authority; Authorization; Valid and Binding............................. 11
Section 3.5 No Conflict; Required Filings and Consents........................................ 12
Section 3.6 SEC Reports; Financial Statements................................................. 13
Section 3.7 Absence of Certain Changes........................................................ 14
Section 3.8 Litigation; Liabilities........................................................... 15
Section 3.9 Contracts......................................................................... 16
Section 3.10 Compliance; Permits............................................................... 16
{/TABLE}
-i-
{PAGE} 3
{TABLE}
{S} {C}
Section 3.11 Employee Matters; ERISA........................................................... 17
Section 3.12 Labor Matters..................................................................... 19
Section 3.13 Environmental Matters............................................................. 19
Section 3.14 Title to Properties............................................................... 22
Section 3.15 Board Action; Vote Required....................................................... 23
Section 3.16 Opinion of Financial Advisor...................................................... 24
Section 3.17 Brokers........................................................................... 24
Section 3.18 Tax Matters....................................................................... 24
Section 3.19 Restrictions on Business Activities............................................... 25
Section 3.20 Intellectual Property............................................................. 25
ARTICLE IV....................................................................................................... 28
Section 4.1 Capitalization of Merger Sub...................................................... 28
Section 4.2 Organization, Good Standing and Qualification..................................... 28
Section 4.3 Corporate Authority............................................................... 28
Section 4.4 No Conflict; Required Filings and Consents........................................ 29
Section 4.5 SEC Reports; Financial Statements................................................. 30
Section 4.6 Brokers........................................................................... 30
Section 4.7 Information Supplied.............................................................. 30
Section 4.8 Absence of Certain Changes........................................................ 31
Section 4.9 Litigation........................................................................ 31
Section 4.10 Compliance........................................................................ 31
ARTICLE V........................................................................................................ 32
Section 5.1 Interim Operations of the Company................................................. 32
Section 5.2 Other Actions..................................................................... 35
Section 5.3 Advice of Changes; Filings........................................................ 35
Section 5.4 Certain Tax Matters............................................................... 35
Section 5.5 No Solicitation................................................................... 36
ARTICLE VI....................................................................................................... 39
Section 6.1 Meetings of Stockholders.......................................................... 39
Section 6.2 Filings; Other Action............................................................. 39
Section 6.3 Publicity......................................................................... 40
Section 6.4 Preparation of the Form S-4 and the Proxy Statement............................... 40
Section 6.5 Expenses.......................................................................... 42
{/TABLE}
-ii-
{PAGE} 4
{TABLE}
{S} {C}
Section 6.6 Access to Information............................................................. 42
Section 6.7 Insurance; Indemnity.............................................................. 42
Section 6.8 Employee Benefit Plans............................................................ 43
Section 6.9 Takeover Statutes................................................................. 44
Section 6.10 Commercially Reasonable Efforts................................................... 45
Section 6.11 Stock Exchange Listing............................................................ 46
Section 6.12 Reorganization Treatment.......................................................... 46
ARTICLE VII...................................................................................................... 46
Section 7.1 Conditions to Obligations of the Parties.......................................... 46
Section 7.2 Additional Conditions to Obligations of Parent and Merger Sub..................... 47
Section 7.3 Additional Conditions to Obligations of the Company............................... 48
ARTICLE VIII..................................................................................................... 49
Section 8.1 Termination....................................................................... 49
Section 8.2 Effect of Termination............................................................. 50
Section 8.3 Amendment......................................................................... 51
Section 8.4 Extension; Waiver................................................................. 51
Section 8.5 Procedure for Termination or Amendment............................................ 51
ARTICLE IX....................................................................................................... 51
Section 9.1 Non-Survival of Representations, Warranties and Agreements........................ 51
Section 9.2 GOVERNING LAW..................................................................... 52
Section 9.3 Notices........................................................................... 52
Section 9.4 Certain Definitions; Interpretation............................................... 53
Section 9.5 Interpretation.................................................................... 55
Section 9.6 Severability...................................................................... 55
Section 9.7 Assignment; Binding Effect; No Third Party Beneficiaries.......................... 55
Section 9.8 ENFORCEMENT....................................................................... 56
Section 9.9 Counterparts...................................................................... 56
Section 9.10 Entire Agreement.................................................................. 56
{/TABLE}
-iii-
{PAGE} 5
ANNEX I Index of Defined Terms
ANNEX II Form of Amended and Restated Certificate of Incorporation of
Surviving Corporation
ANNEX III Right of First Offer Procedures
-iv-
{PAGE} 6
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of May 10, 2001 (this
"Agreement"), by and among Merck & Co., Inc., a New Jersey corporation
("Parent"), Coho Acquisition Corp., a Delaware corporation and wholly-owned
subsidiary of Parent ("Merger Sub"), and Rosetta Inpharmatics, Inc., a Delaware
corporation (the "Company").
WHEREAS, the respective Board of Directors of Parent, Merger
Sub and the Company have approved and declared advisable this Agreement and the
merger of Merger Sub with and into the Company (the "Merger"), upon the terms
and subject to the conditions set forth in this Agreement, whereby each issued
and outstanding share of common stock, par value $0.001 per share, of the
Company ("Company Common Stock"), other than shares of Company Common Stock
owned by Parent, Merger Sub or the Company, will be converted into the right to
receive common stock, par value $0.01 per share, of Parent ("Parent Common
Stock");
WHEREAS, for U.S. Federal income tax purposes, it is intended
that the Merger qualify as a reorganization within the meaning of Section 368(a)
of the Internal Revenue Code of 1986, as amended (the "Code"), and that this
Agreement will be, and is hereby, adopted as a plan of reorganization;
WHEREAS, simultaneously with the execution and delivery of
this Agreement, certain holders of Company Common Stock, are entering into an
agreement with Parent (the "Stockholders Agreement"), pursuant to which such
holders have made certain agreements with respect to the Company Common Stock
held by them;
WHEREAS, pursuant to the terms of this Agreement, the Company
has granted Parent a non-exclusive license to certain of the Company's
intellectual property; and
WHEREAS, simultaneously with the execution of this Agreement,
certain employees of the Company are entering into new employment contracts with
the Company (the "Employment Contracts"), providing for the terms and conditions
of their employment with the Company after consummation of the Merger.
NOW, THEREFORE, in consideration of the representations,
warranties, covenants and agreements contained in this Agreement, the parties
hereto agree as follows:
ARTICLE I
Section 1.1 The Merger. Upon the terms and subject to the
conditions set forth in this Agreement, and in accordance with the provisions of
Section 251 of the Delaware General Corporation Law (the "DGCL"), at the
Effective Time Merger Sub shall be merged with and into the Company (the
"Merger") and the separate existence of Merger Sub shall cease. The Company
shall continue as the surviving corporation (the "Surviving Corporation") in the
Merger and, as of the Effective Time, shall be a wholly-owned subsidiary of
Parent. The effects and consequences of the Merger shall be as specified in this
Agreement and in Section 259(a) of the DGCL. Notwithstanding the foregoing, if
the Tax opinions referred to in Sections 7.2(e) and 7.3(d) of this Agreement
cannot be rendered unless Merger Sub survives, Parent and Company
{PAGE} 7
agree to consummate the Merger by merging the Company with and into Merger Sub,
with Merger Sub surviving the Merger and become the Surviving Corporation;
provided that such election shall in no event add any conditions to the
consummation of the Merger that would not have been applicable had Merger Sub
been merged with and into the Company (e.g., the accuracy of a representation by
the Company regarding necessary third party consents).
Section 1.2 The Closing. The closing of the Merger (the "Closing")
shall take place (i) at the offices of Fried, Frank, Harris, Shriver & Jacobson,
350 S. Grand Avenue, Los Angeles, California 90071, at 10:00 A.M. local time,
not later than the second business day on which the last to be satisfied or
waived of the conditions set forth in Article VII (other than those conditions
that by their nature are to be satisfied at the Closing, but subject to the
satisfaction or waiver of those conditions) shall be satisfied or waived in
accordance with this Agreement or (ii) at such other place, time or date as
Parent and the Company shall agree (the date of the Closing, the "Closing
Date").
Section 1.3 Effective Time. Subject to the provisions of this
Agreement, as soon as practicable on the Closing Date, Parent and the Company
shall cause a certificate of merger with respect to the Merger, meeting the
requirements of Section 251 of the DGCL, to be properly executed and filed with
the Secretary of State of the State of Delaware in accordance with the
applicable provisions of the DGCL. The Merger shall become effective at the time
at which the certificate of merger with respect thereto shall be duly filed with
the Secretary of State of the State of Delaware, or at such later time specified
in such certificate of merger as shall be agreed by Parent and the Company (the
time that the Merger becomes effective, the "Effective Time").
Section 1.4 Subsequent Actions. If, at any time after the Effective
Time, the Surviving Corporation shall consider or be advised that any deeds,
bills of sale, assignments, assurances or any other actions or things are
necessary or desirable to continue in, vest, perfect or confirm of record or
otherwise the Surviving Corporation's right, title or interest in, to or under
any of the rights, properties, privileges, franchises or assets of either of its
constituent corporations acquired or to be acquired by the Surviving Corporation
as a result of, or in connection with, the Merger, or otherwise to carry out the
intent of this Agreement, the officers and directors of the Surviving
Corporation shall be authorized to execute and deliver, in the name and on
behalf of either of the constituent corporations of the Merger, all such deeds,
bills of sale, assignments and assurances and to take and do, in the name and on
behalf of each of such corporations or otherwise, all such other actions and
things as may be necessary or desirable to vest, perfect or confirm any and all
right, title and interest in, to and under such rights, properties, privileges,
franchises or assets in the Surviving Corporation or otherwise to carry out the
intent of this Agreement.
Section 1.5 Certificate of Incorporation and By-laws. Unless otherwise
agreed by Parent and the Company prior to the Closing, in the event the Merger
is consummated:
(i) At the Effective Time, the Certificate of Incorporation of
the Surviving Corporation shall be amended to read in its entirety as set forth
in Annex II hereto and as so amended shall constitute at and after the Effective
Time (until amended as provided by
217374
|
Merck
As referenced in this Agreement and Plan of Merger:
merck – PAGE} 1
EXECUTION COPY
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
ROSETTA INPHARMATICS, INC.,
MERCK & CO., INC.
AND
COHO ACQUISITION CORP.
DATED AS OF
May 10, 2001
{PAGE} 2
merck – AND PLAN OF MERGER, dated as of May 10, 2001 (this
"Agreement"), by and among Merck & Co., Inc., a New Jersey corporation
("Parent"), Coho Acquisition Corp., a Delaware corporation and
merck – Kirkland, Washington 98033
Attention: Mark J. Handfelt
Telecopy No.: (425) 739-8750
If to Parent:
Merck & Co., Inc.
One Merck Drive
P.O. Box 100
Whitehouse Station, New Jersey 08889
merck – Mark J. Handfelt
Telecopy No.: (425) 739-8750
If to Parent:
Merck & Co., Inc.
One Merck Drive
P.O. Box 100
Whitehouse Station, New Jersey 08889
Attention: Celia A. Colbert
Telecopy
merck – above.
ROSETTA INPHARMATICS, INC.
By: /s/ Stephen H. Friend
--------------------------------
Name: Stephen H. Friend
Title: CEO
MERCK & CO., INC.
By: /s/ Richard N. Kender
--------------------------------
Name: Richard N. Kender
Title: Vice President,
dt 16102
;
Agilent
As referenced in this Agreement and Plan of Merger:
Agilent Technologies, Inc. – Software (the "Company Technology
License"); provided, however, such license shall not include any right to (x)
Company inkjet technology licensed to the Company by the University of
Washington or by Agilent Technologies, Inc. , (y) technology licensed to the
Company by Oxford Gene Technology IP Limited, or (z) decompile, reverse engineer
or prepare derivative works of Resolver Software. Neither Parent nor any
affiliate
_____________
dt 1451869
;
Venture Law
As referenced in this Agreement and Plan of Merger:
Venture Law Group, – the
conditions set forth in the paragraphs (a) and (b) above of this Section 7.3
have been satisfied.
(d) Tax Opinion. The Company shall have received an opinion of
Venture Law Group, a Professional Corporation, tax counsel to the Company, dated
as of the Closing Date, in form and substance reasonably satisfactory to the
Company, substantially to the effect that, on
_____________
Venture Law Group
– to the Company:
Rosetta Inpharmatics, Inc.
12040 115th Avenue NE
Kirkland, Washington 98034
Attention: Stephen H. Friend, M.D., Ph.D.
Telecopy No: (425) 820-5757
With a copy to:
Venture Law Group
4750 Carillon Point
Kirkland, Washington 98033
Attention: Mark J. Handfelt
Telecopy No.: (425) 739-8750
If to Parent:
Merck & Co., Inc.
One Merck Drive
P.O. Box 100
Whitehouse
_____________
dt 1417352
;
|
 J.P. Morgan
As referenced in this Agreement and Plan of Merger:
J.P. Morgan Securities – the Parent SEC Reports
are in all material respects in accordance with the books and records of the
Parent.
Section 4.6 Brokers. J.P. Morgan Securities Inc. is the only broker,
finder or investment banker or other person entitled to any brokerage, finder's,
investment banking or other similar
_____________
dt 98329
;
 Fried Frank
As referenced in this Agreement and Plan of Merger:
Fried, Frank – The closing of the Merger (the "Closing")
shall take place (i) at the offices of Fried, Frank , Harris, Shriver & Jacobson,
350 S. Grand Avenue, Los Angeles, California 90071, at 10:00
Fried, Frank – a Company Material Adverse Effect.
(e) Tax Opinion. Parent shall have received an opinion of
Fried, Frank , Harris, Shriver & Jacobson, tax counsel to Parent, dated as of the
Closing Date, in
Fried, Frank – Celia A. Colbert
Telecopy No: (908) 735-1246
-52-
{PAGE} 58
With a copy to:
Fried, Frank , Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Attention: Gary
dt 36704
;
More... |
Preview
Full Doc
| 2004 |
Agreement and Plan of Merger
Agreement and Plan of Merger (155K)
Doc #300867: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
DATED AS OF FEBRUARY 23, 2004
BY AND AMONG
HEALTH CARE HORIZONS, INC.,
MOLINA HEALTHCARE, INC.,
MOLINA NM ACQUISITION CORP.
AND
CERTAIN SHAREHOLDERS OF HEALTH CARE HORIZONS, INC.
TABLE OF CONTENTS
ARTICLE I
THE MERGER
1
1.1
The Merger
1
1.2
The Closing
1
1.3
Effective Time
. . .
300867
|
HealthExtras
As referenced in this Agreement and Plan of Merger:
HealthExtras, Inc – shall be added to or subtracted from the Merger Consideration as appropriate:
(i) (A) if the warrants to purchase 250,000 shares of HealthExtras, Inc . (the Health Extras Warrants) held by the Company on the date hereof shall have been sold by the Company to any other
_____________
dt 267049
;
Molina
As referenced in this Agreement and Plan of Merger:
MOLINA HEALTHCARE, INC – 22, 2004
EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
DATED AS OF FEBRUARY 23, 2004
BY AND AMONG
HEALTH CARE HORIZONS, INC.,
MOLINA HEALTHCARE, INC .,
MOLINA NM ACQUISITION CORP.
AND
CERTAIN SHAREHOLDERS OF HEALTH CARE HORIZONS, INC.
TABLE OF CONTENTS
ARTICLE I
THE MERGER
1
1.1
_____________
Molina Healthcare, Inc – of February 23, 2004 (this Agreement), is made and entered into by and among Health Care Horizons, Inc., a Michigan corporation (the Company), Molina Healthcare, Inc ., a Delaware corporation (Acquiror), Molina NM Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Acquiror (along with any of its
_____________
Molina Healthcare, Inc – or at such other address for such party as shall be specified by similar such notice):
If to Acquiror or Merger Sub to:
Molina Healthcare, Inc .
2277 Fair Oaks Blvd.
Sacramento, CA 95864
Attention: Mark L. Andrews, Esq.
Facsimile: (916) 646-4572
with a copy to:
McDermott, Will &
_____________
MOLINA HEALTHCARE, INC – have caused this Agreement to be executed as of the date first written above.
HEALTH CARE HORIZONS, INC.
By:
/s/ Gerald Landgraf
Title:
MOLINA HEALTHCARE, INC .
By:
/s/ J. Mario Molina
Title: President & CEO
MOLINA NM ACQUISITION CORP.
By:
/s/ J. Mario Molina
Title: President
PRINCIPAL SHAREHOLDERS
/s/
_____________
dt 267154
;
|
CIBC World
As referenced in this Agreement and Plan of Merger:
CIBC World Markets Corp – UNMH Contract), by virtue of the Companys Change of Control (as such term is defined in the UNMH Contract);
(iii) wire transfer to CIBC World Markets Corp . of the amount of its brokers fee (the CIBC Brokers Fee) as confirmed by notice delivered by the Shareholder Representatives;
(iv) wire
_____________
CIBC World Markets Corp – NCQA accreditation of the HMO Subsidiary for a period of up to three years.
4.27 Brokers and Finders. Except with respect to CIBC World Markets Corp ., (a) the Company has not entered into any contract, arrangement or understanding with any Person which may result in the obligation of
_____________
CIBC World Markets Corp – Company. No statements or information made or furnished by the Company or any of its subsidiaries or any of their representatives (other than CIBC World Markets Corp .) to Acquiror or any of Acquirors representatives, including statements or information contained in this Agreement, any other Transaction Document, the Information Memoranda
_____________
dt 266006
;
U.S. Bank, NA
As referenced in this Agreement and Plan of Merger:
U.S. Bank National Association, – deposited.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Exchange Agent shall mean U.S. Bank National Association, acting as Exchange Agent under the terms of the Exchange Agreement.
Exchange Agreement shall mean the agreement under which the Exchange Agent
_____________
dt 265593
;
McDermott Will
As referenced in this Agreement and Plan of Merger:
McDermott, Will – to the terms and conditions of this Agreement, the consummation of the Merger (the Closing) shall take place (a) at the offices of McDermott, Will & Emery, 2049 Century Park East, 34th Floor, Los Angeles, California 90067, at 10:00 a.m.,
local time, as promptly as practicable (
_____________
McDermott, Will – the conditions set forth in Section 8.2(a) have been satisfied.
(c) The Company shall have been furnished with an opinion of McDermott, Will & Emery, counsel to Acquiror, in substantially the form of Exhibit 8.2(c) attached hereto.
(d) Acquiror shall have delivered immediately available
_____________
McDermott, Will – Molina Healthcare, Inc.
2277 Fair Oaks Blvd.
Sacramento, CA 95864
Attention: Mark L. Andrews, Esq.
Facsimile: (916) 646-4572
with a copy to:
McDermott, Will & Emery
2049 Century Park East
Suite 3400
Los Angeles, CA 90067-3208
Attention: Mark J. Mihanovic, Esq.
Facsimile: (310) 277-4730
If
_____________
dt 270618
|
Preview
Full Doc
| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (167K)
Doc #2592475: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
by and among
MERCK & CO., INC.,
SPINNAKER ACQUISITION CORP.
a wholly owned subsidiary of MERCK & CO., INC.
and
SIRNA THERAPEUTICS, INC.
Dated as of October 30, 2006
TABLE OF CONTENTS
Page
ARTICLE I The Merger; Closing; Effective Time
1
1.1 The Merger
1
1.2 Closing
2
1.3 Effective Time
2
. . .
2592475
|
Sirna
As referenced in this Agreement and Plan of Merger:
SIRNA THERAPEUTICS, INC – OF MERGER
Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
by and among
MERCK & CO., INC.,
SPINNAKER ACQUISITION CORP.
a wholly owned subsidiary of MERCK & CO., INC.
and
SIRNA THERAPEUTICS, INC .
Dated as of October 30, 2006
TABLE OF CONTENTS
Page
ARTICLE I The Merger; Closing; Effective Time
1
1.1 The Merger
1
1.2 Closing
2
1.3
_____________
SIRNA THERAPEUTICS, INC – 30, 2006, by and among MERCK & CO., INC., a New Jersey corporation (Parent), SPINNAKER ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), and SIRNA THERAPEUTICS, INC ., a Delaware corporation (the Company).
RECITALS
WHEREAS, the respective Boards of Directors of Parent, Merger Sub and the Company have approved this Agreement, and deem it advisable and in
_____________
Sirna Therapeutics, Inc – Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Attention: David N. Shine/Brian T. Mangino
Facsimile: (212) 859-4000
If to the Company:
Sirna Therapeutics, Inc .
185 Berry Street, Suite 6504
San Francisco, California 94107
Attention: President & CEO
Facsimile: (415) 512-7022
With a copy to:
Sirna Therapeutics, Inc.
185 Berry Street, Suite 6504
_____________
Sirna Therapeutics, Inc – 859-4000
If to the Company:
Sirna Therapeutics, Inc.
185 Berry Street, Suite 6504
San Francisco, California 94107
Attention: President & CEO
Facsimile: (415) 512-7022
With a copy to:
Sirna Therapeutics, Inc .
185 Berry Street, Suite 6504
San Francisco, California 94107
Attention: Vice President of Legal Affairs
Facsimile: (415) 512-7022
with a copy, which will not constitute notice, to:
OMelveny &
_____________
SIRNA THERAPEUTICS, INC – Left Blank]
46
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first written above.
SIRNA THERAPEUTICS, INC .
By:
/s/ Howard W. Robin
Name:
Howard W. Robin
Title:
President and Chief Executive Officer
MERCK & CO., INC.
By:
/s/ Richard T. Clark
Name:
Richard T. Clark
Title:
_____________
dt 1664097
;
|
Fried Frank
As referenced in this Agreement and Plan of Merger:
Fried, Frank – P.O. Box 100, WS3A-65
Whitehouse Station, New Jersey 08889-0100
Attention: Office of the Secretary
Facsimile: (908) 735-1246
with a copy, which will not constitute notice, to:
Fried, Frank , Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Attention: David N. Shine/Brian T. Mangino
Facsimile: (212) 859-4000
If to the Company:
_____________
dt 1625353
|
Preview
Full Doc
| 2000 |
Asset Purchase and Trademark Assignment Agreement
Asset Purchase and Trademark Assignment Agreement (45K)
Doc #1577164: Click preview link for longer preview.
CONFIDENTIAL PORTION HAS BEEN SO OMITTED AND FILED SEPARATELY WITH THE
COMMISSION.
ASSET PURCHASE AND TRADEMARK ASSIGNMENT AGREEMENT
ASSET PURCHASE AND TRADEMARK ASSIGNMENT AGREEMENT entered
between KOFFOLK, Inc., a Delaware corporation ("Purchaser"), having an address
at One Parker Plaza, Fort Lee, New Jersey 07024, U.S. and MERCK & CO., INC., a
New Jersey corporation ("Seller"), having an address at One Merck Drive,
Whitehouse Station, New Jersey 08889 and having an Effective Date of August 5,
1996.
ARTICLE 1 -- . . .
1577164
|
Merck
As referenced in this Asset Purchase and Trademark Assignment Agreement:
MERCK & CO – AGREEMENT
ASSET PURCHASE AND TRADEMARK ASSIGNMENT AGREEMENT entered
between KOFFOLK, Inc., a Delaware corporation ("Purchaser"), having an address
at One Parker Plaza, Fort Lee, New Jersey 07024, U.S. and MERCK & CO ., INC., a
New Jersey corporation ("Seller"), having an address at One Merck Drive,
Whitehouse Station, New Jersey 08889 and having an Effective Date of August 5,
1996.
ARTICLE 1 --
_____________
"Merck & Co – Date Purchaser will mark clearly all units of the Products manufactured to
indicate Purchaser's ownership of the Products and will not use the words, names
or combined letters "Merck", "Merck & Co ., Inc.", "Merck AgVet", "MSD AGVTR",
"MMD", "Merck Sharp & Dohme", or any variation thereof or other word, name or
letter combination substantially similar thereto, or any other trade name or
_____________
Merck & Co – PAGE>
ARTICLE IX -- MISCELLANEOUS
SECTION 9.1 Notices. All notices, requests and other communications to
any party hereunder shall be in writing and shall be given:
if to Seller to:
Merck & Co ., Inc.
P.O. Box 2000
Rahway, New Jersey 0706 3
Attention:
President
Merck AgVet Division
if to Purchaser to:
Koffolk, Inc.
One Parker Plaza
Fort Lee, New Jersey 07024
_____________
Merck & Co – Seller before the Execution Date
and returned to Purchaser. Purchaser shall notify Seller of receipt of any
Returned Products and shall immediately remit all such Returned Products to
Seller at: Merck & Co ., Inc., Branch Operations, 4545 Oleatha Ave. St. Louis,
Missouri 63115, at the sole expense of Seller. All credits and/or reimbursements
that may be due customers for Returned Products
_____________
MERCK & CO – and effect.
IN WITNESS WHEREOF, this Agreement has been signed by authorized
representatives on behalf of each of the parties hereto as of the day and year
first above written.
MERCK & CO ., INC. KOFFOLK, INC.
By: /s/ John M. Preston By: /s/ Jack C. Bendheim
------------------- --------------------
Dr. John M. Preston Jack C. Bendheim
President President
Merck AgVet Division
13
SCHEDULE A
_____________
dt 1528690
;
| |
Preview
Full Doc
| 2003 |
Asset Transfer and License Agreement
Asset Transfer and License Agreement (262K)
Doc #305281: Click preview link for longer preview.
ASSET TRANSFER AND LICENSE AGREEMENT
ASSET TRANSFER AND LICENSE AGREEMENT made effective this 28th day of October,
2003, by and between
MERCK & CO., INC.,
a New Jersey corporation
with an address at
One Merck Drive,
Whitehouse Station, New Jersey 08889,
("Merck")
and
GUILFORD PHARMACEUTICALS INC.
a Delaware corporation
with an address at
6611 Tributary Street
Baltimore, Maryland 21224
("Guilford")
RECITALS:
WHEREAS, Merck desires to sell, convey, assign and transfer the Acquired
Assets (as defined in Section 1.1 hereof) to Guilford (or its designee, Artery
LLC) in accordance with the terms and conditions hereof and Guilford desires to
acquire and purchase (or to cause its designee, Artery LLC, to acquire and
purchase) the Acquired Assets in accordance with the terms and conditions
hereof; and
WHEREAS, Guilford's willingness to enter into this Agreement is
conditioned on Merck's entering into the Supply Agreement (as defined herein)
and the Transition Services Agreement (as defined herein) contemporaneously with
this Agreement.
EXECUTION COPY
{PAGE}
NOW, THEREFORE, the parties hereto, in consideration of the mutual
promises and conditions set forth herein and intending to be legally bound
hereby, hereby covenant and agree as follows:
1 DEFINITIONS
The following terms as used in this Agreement shall have the meanings
set forth below:
1.1 "ACQUIRED ASSETS" means all right, title and interest in and to
(a) the Trademark, together with the goodwill of the business
symbolized by the Trademark and any registrations or
applications for registration of the Trademark, (b) the Assigned
Patents, (c) the NDA, (d) the IND, (e) the Documentation, (f)
the Marketing Materials, (g) the Logo, (h) the Clinical Data and
Materials, and (i) the Acquired Domain Name.
1.2 "ACQUIRED DOMAIN NAME" means the domain name "aggrastat.us."
1.3 "AFFILIATE" of a Person means (i) any corporation or business
entity of which fifty (50%) percent or more of the voting stock
or other equity interest is owned directly or indirectly by such
Person; or (ii) any corporation or business entity which
directly or indirectly owns fifty (50%) percent or more of the
voting stock or other equity interest of such Person; or (iii)
any corporation or business entity under the direct or indirect
control of a Person described in clause (i) or (ii), or (iv) any
corporation or business entity under common control with a
Person described in clause (i) or (ii).
1.4 "AGREEMENT" or "THIS AGREEMENT" means this Asset Transfer and
License Agreement, including all Schedules hereto.
1.5 "API" shall have the meaning given such term in the Supply
Agreement.
2
EXECUTION COPY
*The asterisk denotes that confidential portions of this exhibit have been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential portions have been submitted separately to the Securities and
Exchange Commission.
{PAGE}
1.6 "APPLICABLE FOREIGN LAWS" means, with respect to any Foreign
Patent held by Merck in any country outside the Territory, all
applicable provisions of the generally applicable statutes,
laws, rules and regulations of that country.
1.7 "APPLICABLE LAWS" means, collectively, Applicable US Laws and
Applicable Foreign Laws.
1.8 "APPLICABLE US LAWS" shall mean all applicable provisions of the
United States federal, state, territorial or local
constitutions, statutes, laws, rules, regulations and orders of
all Governmental Authorities and all applicable orders, rules
and decrees of United States courts and arbitrators.
1.9 "ARTERY LLC" means Artery LLC, a limited liability company
organized and existing under the laws of the State of Delaware.
1.10 "ASSIGNED PATENTS" means those United States patents, patent
applications and statutory invention registrations, specifically
described in Schedule 1.10 which, for the purpose of this
Agreement, will be deemed to include any reissues, divisions,
continuations, continuations-in-part, extensions and
reexaminations thereof.
1.11 "ASSUMED LIABILITIES" means, exclusively, all claims and
complaints (including, without limitation, all damages, losses,
expenses, adverse reactions, recalls, product and packaging
complaints and other liabilities) made or brought after the
Effective Date and arising out of the sale, purchase,
consumption or use of the Product in the Territory; provided
that if each of the sale, purchase, consumption or use of the
Product out of which any such claim or complaint arises shall
have occurred prior to the Effective Date, such claim or
complaint shall not constitute an Assumed Liability.
Notwithstanding the foregoing, Assumed Liabilities shall not
include any claim or complaint arising from any Product that can
be shown,
3
EXECUTION COPY
*The asterisk denotes that confidential portions of this exhibit have been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
confidential portions have been submitted separately to the Securities and
Exchange Commission.
{PAGE}
by reference to lot numbers or other documentary evidence, to
have been sold by Merck on or prior to the Effective Date except
to the extent that (A) such claim is based in whole or in part
on the failure of Guilford to give Required Information or the
giving by Guilford of Required Information inaccurately or
improperly or in a misleading fashion after the Effective Date
or (B) such claim is based in whole or in part on the failure of
Merck to give Required Information or the giving by Merck of
Required Information inaccurately or improperly or in a
misleading fashion on or prior to the Effective Date if and only
if the Required Information that was or should have been given
by Merck is different from the information or warning that would
have been Required Information under the same circumstances
immediately prior to the Effective Date. For purposes of this
Section 1.11, "Required Information" means any information or
warning with respect to which the failure to give it to any
Person, or the giving of it to any Person inaccurately or
incompletely or in a misleading fashion, results under
Applicable Law in a valid claim or complaint against the
manufacturer and/or seller of the Product. Without limiting the
foregoing, "Assumed Liabilities" does not include any claims or
complaints which have given rise to litigation (or some other
form of dispute resolution) prior to the Effective Date or as to
which Merck has Recorded Information as of the Effective Date
that litigation (or some other form of dispute resolution) has
been threatened; and provided further that Assumed Liabilities
shall not include liabilities for defective Manufacture of the
Product by Merck prior to the Effective Date.
1.12 "CLINICAL DATA AND MATERIALS" means the items described in
Schedule 1.12.
1.13 "CONFIDENTIAL INFORMATION" shall mean any and all confidential
or proprietary information, trade secrets, know-how and data,
whether oral, written or graphical,
4
EXECUTION COPY
*The asterisk denotes that confidential portions of this exhibit have been
omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The
305281
|
Merck
As referenced in this Asset Transfer and License Agreement:
MERCK & CO – 01
{SEQUENCE}3
{FILENAME}w91648exv2w01.txt
{DESCRIPTION}EXHIBIT 2.01
{TEXT}
{PAGE}
EXHIBIT 2.01
ASSET TRANSFER AND LICENSE AGREEMENT
(AGGRASTAT(R))
Between
MERCK & CO ., INC.,
a New Jersey corporation
with an address at
One Merck Drive,
Whitehouse Station, New Jersey 08889,
and
GUILFORD PHARMACEUTICALS INC.
a
_____________
MERCK & CO – COPY
{PAGE}
ASSET TRANSFER AND LICENSE AGREEMENT
ASSET TRANSFER AND LICENSE AGREEMENT made effective this 28th day of October,
2003, by and between
MERCK & CO ., INC.,
a New Jersey corporation
with an address at
One Merck Drive,
Whitehouse Station, New Jersey 08889,
("Merck")
and
GUILFORD PHARMACEUTICALS INC.
_____________
"Merck & Co – or distributed by Guilford to
indicate Guilford's ownership of the Product and will not use
the words, names or combined letters "Merck", "Merck & Co .,
Inc.", "MMD", "Merck Manufacturing Division", "Merck Sharp &
Dohme", "MSD," or any variation thereof or other word, name or
letter combination substantially similar
_____________
Merck & Co – in writing and shall be sent by fax and
by first class mail or nationally recognized overnight delivery
service:
If to Merck to:
Merck & Co ., Inc.
351 North Sumneytown Pike
North Wales, PA 19454-2505
Attn: Executive Director, USHH Business Development
Facsimile: 215-616-2335
with a
_____________
Merck & Co – of 1934. The
confidential portions have been submitted separately to the Securities and
Exchange Commission.
{PAGE}
Bruce Hartman, Esq.
Legal Department UG4A-45
Merck & Co ., Inc.
351 N. Sumneytown Pike
North Wales, PA 19454-2505
Facsimile: 267-305-2965
If to Guilford, to:
Guilford Pharmaceuticals Inc.
6611
_____________
dt 278797
;
Genentech
As referenced in this Asset Transfer and License Agreement:
Genentech, Inc – shall have the meaning set forth in the
Supply Agreement.
1.26 "GENENTECH AGREEMENT" means the Research Agreement by and
between Merck and Genentech, Inc . dated as of January 10, 2000.
A copy of the Genentech Agreement has been provided to Guilford.
1.27 "GOVERNMENTAL AUTHORITY" shall
_____________
dt 278737
;
|
Guilford Pharma
As referenced in this Asset Transfer and License Agreement:
GUILFORD PHARMACEUTICALS – AGGRASTAT(R))
Between
MERCK & CO., INC.,
a New Jersey corporation
with an address at
One Merck Drive,
Whitehouse Station, New Jersey 08889,
and
GUILFORD PHARMACEUTICALS INC.
a Delaware corporation
with an address at
6611 Tributary Street
Baltimore, Maryland 21224
EXECUTION COPY
{PAGE}
ASSET TRANSFER AND LICENSE AGREEMENT
ASSET
_____________
GUILFORD PHARMACEUTICALS – and between
MERCK & CO., INC.,
a New Jersey corporation
with an address at
One Merck Drive,
Whitehouse Station, New Jersey 08889,
("Merck")
and
GUILFORD PHARMACEUTICALS INC.
a Delaware corporation
with an address at
6611 Tributary Street
Baltimore, Maryland 21224
("Guilford")
RECITALS:
WHEREAS, Merck desires to sell, convey, assign
_____________
Guilford
Pharmaceuticals – 20 FORM OF PAYMENTS.
(a) The Initial Purchase Price shall be paid by Guilford to
Merck by *; Reference: Sale of Aggrastat(R) to Guilford
Pharmaceuticals Inc., October 28, 2003.
(b) Royalty Payments shall be paid by Guilford to Merck by
Federal wire of funds in the manner set
_____________
Guilford Pharmaceuticals – Department UG4A-45
Merck & Co., Inc.
351 N. Sumneytown Pike
North Wales, PA 19454-2505
Facsimile: 267-305-2965
If to Guilford, to:
Guilford Pharmaceuticals Inc.
6611 Tributary Street
Baltimore, Maryland 21224
Attention: Chief Financial Officer
Facsimile: (410) 631-6899
With a copy to:
Guilford Pharmaceuticals Inc.
6611
_____________
Guilford Pharmaceuticals – Guilford, to:
Guilford Pharmaceuticals Inc.
6611 Tributary Street
Baltimore, Maryland 21224
Attention: Chief Financial Officer
Facsimile: (410) 631-6899
With a copy to:
Guilford Pharmaceuticals Inc.
6611 Tributary Street
Baltimore, Maryland 21224
Attention: General Counsel
Facsimile: (410) 631-5598
or such other address as such party may hereafter
_____________
dt 283067
|
Preview
Full Doc
| 2009 |
Bridge Loan Agreement
Bridge Loan Agreement (246K)
Doc #3386938: Click preview link for longer preview.
3386938
| | |
| Full Doc
| 2007 |
Bylaws
Bylaws (27K)
Doc #2892301: This document is immediately available for purchase, but does not have a preview available for viewing.
2892301
| | |
| Full Doc
| 2009 |
Bylaws
Bylaws (27K)
Doc #3386946: This document is immediately available for purchase, but does not have a preview available for viewing.
3386946
| | |
Preview
Full Doc
| 2003 |
Calculation Agency Agreement
Calculation Agency Agreement (28K)
Doc #253663: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of April 29, 2003
(the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and
Lehman Brothers Inc., as Calculation Agent.
WHEREAS, the Company has authorized the issuance of up to
$8,452,500 aggregate principal amount of The Dow Jones Industrial AverageSM
SUNS(R), Stock Upside Note Securities Due April 29, 2010 (the "Securities")*;
WHEREAS, the Securities will be issued under an Indenture,
dated as of September 1, 1987, between the Company and Citibank, N.A., as
Trustee (the "Trustee"), as supplemented and amended by supplemental indentures
dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4,
1993, October 1, 1995, and June 26, 1997, and incorporating Standard Multiple
Series Indenture Provisions dated July 30, 1987, as amended November 16, 1987
(collectively, the "Indenture"); and
WHEREAS, the Company requests the Calculation Agent to perform
certain services described herein in connection with the Securities;
NOW THEREFORE, the Company and the Calculation Agent agree as
follows:
1. Appointment of Agent. The Company hereby appoints Lehman
Brothers Inc. as Calculation Agent and Lehman Brothers Inc. hereby
accepts such appointment as the Company's agent for the purpose of
performing the services hereinafter described upon the terms and
subject to the conditions hereinafter mentioned.
2. Calculations and Information Provided. In response to a
request made by the Trustee for a determination of the Maturity Payment
Amount due at Stated Maturity of the Securities, the Calculation Agent
shall determine such Maturity Payment Amount and notify the Trustee of
its determination. The Calculation Agent shall also be responsible for
(a) the determination of the Maturity Payment Amount, (b) the
determination of whether adjustments to the Closing Level should be
made, (c) the determination of the Adjusted Final Index Level, (d) the
determination of the Successor Index if publication of the Index is
discontinued and (e) the determination of whether a Market Disruption
Event has occurred. The Calculation Agent shall notify the Trustee of
all such determinations and any such adjustment or if a Market
Disruption Event has occurred. Annex A hereto sets forth the procedures
the Calculation Agent will use to determine the information described
in this Section 2.
* "Dow Jones" and "Dow Jones Industrial Average" are servicemarks of Dow
Jones & Company, Inc. and have been licensed for use by Lehman Brothers
Holdings Inc. The Securities, based on the performance of the Dow Jones
Industrial Average, are not sponsored, endorsed, sold or promoted by
Dow Jones, and Dow Jones makes no representation regarding the
advisability of investing in the Securities.
"Stock Upside Note Securities" and "SUNS" are trademarks of Lehman
Brothers Inc.
{PAGE}
2
3. Calculations. Any calculation or determination by the
Calculation Agent pursuant hereto shall (in the absence of manifest
error) be final and binding. Any calculation made by the Calculation
Agent hereunder shall, at the Trustee's request, be made available at
the Corporate Trust Office.
4. Fees and Expenses. The Calculation Agent shall be entitled
to reasonable compensation for all services rendered by it as agreed to
between the Calculation Agent and the Company.
5. Terms and Conditions. The Calculation Agent accepts its
obligations herein set out upon the terms and conditions hereof,
including the following, to all of which the Company agrees:
(a) in acting under this Agreement, the Calculation Agent is
acting solely as an independent expert of the Company and does not
assume any obligation toward, or any relationship of agency or trust
for or with, any of the holders of the Securities;
(b) unless otherwise specifically provided herein, any order,
certificate, notice, request, direction or other communication from the
Company or the Trustee made or given under any provision of this
Agreement shall be sufficient if signed by any person who the
Calculation Agent reasonably believes to be a duly authorized officer
or attorney-in-fact of the Company or the Trustee, as the case may be;
(c) the Calculation Agent shall be obliged to perform only
such duties as are set out specifically herein and any duties
necessarily incidental thereto;
(d) the Calculation Agent, whether acting for itself or in any
other capacity, may become the owner or pledgee of Securities with the
same rights as it would have had if it were not acting hereunder as
Calculation Agent; and
(e) the Calculation Agent shall incur no liability hereunder
except for loss sustained by reason of its gross negligence or wilful
misconduct.
6. Resignation; Removal; Successor. (a) The Calculation Agent
may at any time resign by giving written notice to the Company of such
intention on its part, specifying the date on which its desired
resignation shall become effective, subject to the appointment of a
successor Calculation Agent and acceptance of such appointment by such
253663
|
Merck
As referenced in this Calculation Agency Agreement:
Merck & Co – Corporation, Hewlett-Packard Company, The Home Depot, Inc.,
Honeywell International Inc., Intel Corporation, International Business Machines
Corporation, International Paper Company, J.P. Morgan Chase & Co., Johnson &
Johnson, McDonald's Corporation, Merck & Co ., Inc., Microsoft Corporation, The
Procter & Gamble Company, SBC Communications Inc., United Technologies
Corporation, Wal-Mart Stores, Inc. and The Walt Disney Company.
2. Determination of the Maturity Payment Amount.
_____________
dt 1528677
;
AT&T
As referenced in this Calculation Agency Agreement:
AT&T Corp. – U.S. industry. As of April 24, 2003, the component companies of the Dow Jones
Industrial Average were as follows: 3M Company, Alcoa Inc., Altria Group, Inc.,
American Express Company, AT&T Corp. , The Boeing Company, Caterpillar Inc.,
Citigroup Inc., The Coca-Cola Company, E.I. du Pont de Nemours and Company,
Eastman Kodak Company, Exxon Mobil Corporation, General Electric Company,
General
_____________
dt 1541268
;
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – R), Stock Upside Note Securities Due April 29, 2010 (the "Securities")*;
WHEREAS, the Securities will be issued under an Indenture,
dated as of September 1, 1987, between the Company and Citibank, N.A. , as
Trustee (the "Trustee"), as supplemented and amended by supplemental indentures
dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4,
1993, October 1, 1995,
_____________
dt 1478083
;
| More... |
Preview
Full Doc
| 2003 |
Calculation Agency Agreement
Calculation Agency Agreement (26K)
Doc #253665: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of April 29, 2003 (the "Agreement"),
between Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Inc.,
as Calculation Agent.
WHEREAS, the Company has authorized the issuance of up to $7,340,000
aggregate principal amount of The Dow Jones Industrial Average(SM) SUNS(R),
Stock Upside Note Securities Due April 29, 2010 (the "Securities")*;
WHEREAS, the Securities will be issued under an Indenture, dated as of
September 1, 1987, between the Company and Citibank, N.A., as Trustee (the
"Trustee"), as supplemented and amended by supplemental indentures dated as of
November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993,
October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series
Indenture Provisions dated July 30, 1987, as amended November 16, 1987
(collectively, the "Indenture"); and
WHEREAS, the Company requests the Calculation Agent to perform certain
services described herein in connection with the Securities;
NOW THEREFORE, the Company and the Calculation Agent agree as follows:
1. Appointment of Agent. The Company hereby appoints Lehman Brothers Inc.
as Calculation Agent and Lehman Brothers Inc. hereby accepts such appointment as
the Company's agent for the purpose of performing the services hereinafter
described upon the terms and subject to the conditions hereinafter mentioned.
2. Calculations and Information Provided. In response to a request made by
the Trustee for a determination of the Maturity Payment Amount due at Stated
Maturity of the Securities, the Calculation Agent shall determine such Maturity
Payment Amount and notify the Trustee of its determination. The Calculation
Agent shall also be responsible for (a) the determination of the Maturity
Payment Amount, (b) the determination of whether adjustments to the Closing
Level should be made, (c) the determination of the Adjusted Final Index Level,
(d) the determination of the Successor Index if publication of the Index is
discontinued and (e) the determination of whether a Market Disruption Event has
occurred. The Calculation Agent shall notify the Trustee of all such
determinations and any such adjustment or if a Market Disruption Event has
occurred. Annex A hereto sets forth the procedures the Calculation Agent will
use to determine the information described in this Section 2.
-----------------------
* "Dow Jones" and "Dow Jones Industrial Average" are servicemarks of Dow
Jones & Company, Inc. and have been licensed for use by Lehman Brothers
Holdings Inc. The Securities, based on the performance of the Dow Jones
Industrial Average, are not sponsored, endorsed, sold or promoted by Dow
Jones, and Dow Jones makes no representation regarding the advisability of
investing in the Securities.
"Stock Upside Note Securities" and "SUNS" are trademarks of Lehman Brothers
Inc.
{PAGE}
2
3. Calculations. Any calculation or determination by the Calculation Agent
pursuant hereto shall (in the absence of manifest error) be final and binding.
Any calculation made by the Calculation Agent hereunder shall, at the Trustee's
request, be made available at the Corporate Trust Office.
4. Fees and Expenses. The Calculation Agent shall be entitled to reasonable
compensation for all services rendered by it as agreed to between the
Calculation Agent and the Company.
5. Terms and Conditions. The Calculation Agent accepts its obligations
herein set out upon the terms and conditions hereof, including the following, to
all of which the Company agrees:
(a) in acting under this Agreement, the Calculation Agent is acting solely
as an independent expert of the Company and does not assume any obligation
toward, or any relationship of agency or trust for or with, any of the
holders of the Securities;
(b) unless otherwise specifically provided herein, any order, certificate,
notice, request, direction or other communication from the Company or the
Trustee made or given under any provision of this Agreement shall be
sufficient if signed by any person who the Calculation Agent reasonably
believes to be a duly authorized officer or attorney-in-fact of the Company
or the Trustee, as the case may be;
(c) the Calculation Agent shall be obliged to perform only such duties as
are set out specifically herein and any duties necessarily incidental
thereto;
(d) the Calculation Agent, whether acting for itself or in any other
capacity, may become the owner or pledgee of Securities with the same rights
as it would have had if it were not acting hereunder as Calculation Agent;
and
(e) the Calculation Agent shall incur no liability hereunder except for
loss sustained by reason of its gross negligence or wilful misconduct.
6. Resignation; Removal; Successor. (a) The Calculation Agent may at any
time resign by giving written notice to the Company of such intention on its
part, specifying the date on which its desired resignation shall become
effective, subject to the appointment of a successor Calculation Agent and
acceptance of such appointment by such successor Calculation Agent, as
253665
|
Merck
As referenced in this Calculation Agency Agreement:
Merck & Co – Corporation, Hewlett-Packard Company, The Home Depot, Inc.,
Honeywell International Inc., Intel Corporation, International Business Machines
Corporation, International Paper Company, J.P. Morgan Chase & Co., Johnson &
Johnson, McDonald's Corporation, Merck & Co ., Inc., Microsoft Corporation, The
Procter & Gamble Company, SBC Communications Inc., United Technologies
Corporation, Wal-Mart Stores, Inc. and The Walt Disney Company.
2. Determination of the Maturity Payment Amount.
_____________
dt 1528678
;
AT&T
As referenced in this Calculation Agency Agreement:
AT&T Corp. – U.S. industry. As of April 24, 2003, the component companies of the Dow Jones
Industrial Average were as follows: 3M Company, Alcoa Inc., Altria Group, Inc.,
American Express Company, AT&T Corp. , The Boeing Company, Caterpillar Inc.,
Citigroup Inc., The Coca-Cola Company, E.I. du Pont de Nemours and Company,
Eastman Kodak Company, Exxon Mobil Corporation, General Electric Company,
General
_____________
dt 1541269
;
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – R),
Stock Upside Note Securities Due April 29, 2010 (the "Securities")*;
WHEREAS, the Securities will be issued under an Indenture, dated as of
September 1, 1987, between the Company and Citibank, N.A. , as Trustee (the
"Trustee"), as supplemented and amended by supplemental indentures dated as of
November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993,
October 1, 1995,
_____________
dt 1478084
;
| More... |
Preview
Full Doc
| 2002 |
Calculation Agency Agreement
Calculation Agency Agreement (30K)
Doc #253754: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of October 2, 2002
(the "Agreement"), between Lehman Brothers Holdings Inc. (the "Company") and
Lehman Brothers Inc., as Calculation Agent.
WHEREAS, the Company has authorized the issuance of up to
$19,676,500 aggregate principal amount of 0.25% Notes Due October 2, 2007,
Performance Linked to the Dow Jones Industrial AverageSM1 (the "Securities");
WHEREAS, the Securities will be issued under an Indenture,
dated as of September 1, 1987, between the Company and Citibank, N.A., as
Trustee (the "Trustee"), as supplemented and amended by supplemental indentures
dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4,
1993, October 1, 1995, and June 26, 1997, and incorporating Standard Multiple
Series Indenture Provisions dated July 30, 1987, as amended November 16, 1987
(collectively, the "Indenture"); and
WHEREAS, the Company requests the Calculation Agent to perform
certain services described herein in connection with the Securities;
NOW THEREFORE, the Company and the Calculation Agent agree as
follows:
1. Appointment of Agent. The Company hereby appoints
Lehman Brothers Inc. as Calculation Agent and Lehman Brothers Inc. hereby
accepts such appointment as the Company's agent for the purpose of performing
the services hereinafter described upon the terms and subject to the conditions
hereinafter mentioned.
2. Calculations and Information Provided. In response to a
request made by the Trustee for a determination of the Maturity Payment Amount
due at Stated Maturity of the Securities, the Redemption Payment Amount and the
Repurchase Payment Amount, the Calculation Agent shall determine such Payment
Amount and notify the Trustee of its determination. The Calculation Agent shall
also be responsible for (a) the determination of the Settlement Value, (b)
whether adjustments to the Closing Level should be made, (c) the determination
of the Successor Index if publication of the Index is discontinued and (d) the
determination of whether a Market Disruption Event has occurred. The Calculation
Agent shall notify the Trustee of any such adjustment or if a Market Disruption
Event has occurred. Annex A hereto sets forth the procedures the Calculation
Agent will use to determine the information described in this Section 2.
* "Dow Jones and "Dow Jones Industrial Average" are servicemarks of Dow Jones &
Company, Inc. and have been licensed for use by Lehman Brothers Holdings Inc.
The Securities, based on the performance of the Dow Jones Industrial Average,
are not sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones makes
no representation regarding the advisability of investing in the Securities.
{PAGE}
2
3. Calculations. Any calculation or determination by the Calculation Agent
pursuant hereto shall (in the absence of manifest error) be final and binding.
Any calculation made by the Calculation Agent hereunder shall, at the Trustee's
request, be made available at the Corporate Trust Office.
4. Fees and Expenses. The Calculation Agent shall be entitled to reasonable
compensation for all services rendered by it as agreed to between the
Calculation Agent and the Company.
5. Terms and Conditions. The Calculation Agent accepts its obligations herein
set out upon the terms and conditions hereof, including the following, to all
of which the Company agrees:
(a) in acting under this Agreement, the Calculation Agent is
acting solely as an independent expert of the Company and does not
assume any obligation toward, or any relationship of agency or trust
for or with, any of the holders of the Securities;
(b) unless otherwise specifically provided herein, any order,
certificate, notice, request, direction or other communication from the
Company or the Trustee made or given under any provision of this
Agreement shall be sufficient if signed by any person who the
Calculation Agent reasonably believes to be a duly authorized officer
or attorney-in-fact of the Company or the Trustee, as the case may be;
(c) the Calculation Agent shall be obliged to perform
only such duties as are set out specifically herein and any duties
necessarily incidental thereto;
(d) the Calculation Agent, whether acting for itself or in any
other capacity, may become the owner or pledgee of Securities with the
same rights as it would have had if it were not acting hereunder as
Calculation Agent; and
(e) the Calculation Agent shall incur no liability hereunder
except for loss sustained by reason of its gross negligence or wilful
misconduct.
6. Resignation; Removal; Successor. (a) The Calculation Agent
may at any time resign by giving written notice to the Company of such intention
on its part, specifying the date on which its desired resignation shall become
effective, subject to the appointment of a successor Calculation Agent and
acceptance of such appointment by such successor Calculation Agent, as
hereinafter provided. The Calculation Agent hereunder may be removed at any time
by the filing with it of an instrument in writing signed by or on behalf of the
253754
|
Merck
As referenced in this Calculation Agency Agreement:
Merck & Co – Corporation,
Hewlett-Packard Company, The Home Depot, Inc., Honeywell International Inc.,
Intel Corporation, International Business Machines Corporation, International
Paper Company, J.P. Morgan Chase & Co., Johnson & Johnson, McDonald's
Corporation, Merck & Co ., Inc., Microsoft Corporation, Philip Morris Companies.
Inc., The Procter & Gamble Company, SBC Communications Inc., United Technologies
Corporation, Wal-Mart Stores, Inc. and The Walt Disney Company.
2. Determination of
_____________
dt 1528679
;
AT&T
As referenced in this Calculation Agency Agreement:
AT&T Corp. – cross-section of U.S.
industry. As of September 25, 2002, the component companies of the Dow Jones
Industrial Average were as follows: 3M Company, Alcoa Inc., American Express
Company, AT&T Corp. , The Boeing Company, Caterpillar Inc., Citigroup Inc., The
Coca-Cola Company, E.I. du Pont de Nemours and Company, Eastman Kodak Company,
Exxon Mobil Corporation, General Electric Company, General
_____________
dt 1541270
;
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – 2007,
Performance Linked to the Dow Jones Industrial AverageSM1 (the "Securities");
WHEREAS, the Securities will be issued under an Indenture,
dated as of September 1, 1987, between the Company and Citibank, N.A. , as
Trustee (the "Trustee"), as supplemented and amended by supplemental indentures
dated as of November 25, 1987, November 27, 1990, September 13, 1991, October 4,
1993, October 1, 1995,
_____________
dt 1478089
;
| More... |
Preview
Full Doc
| 2002 |
Calculation Agency Agreement
Calculation Agency Agreement (26K)
Doc #253781: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
CALCULATION AGENCY AGREEMENT, dated as of August 5, 2002 (the "Agreement"),
between Lehman Brothers Holdings Inc. (the "Company") and Lehman
Brothers Inc., as Calculation Agent.
WHEREAS, the Company has authorized the issuance of up to $58,500,000
aggregate principal amount of Dow Jones Industrial AverageSM SUNS(R), 112.5%
Minimum Redemption PrincipalPlus Stock Upside Note Securities(R) Due August 5,
2007* (the "Securities");
WHEREAS, the Securities will be issued under an Indenture dated as of
September 1, 1987, between the Company and Citibank, N.A., as Trustee (the
"Trustee"), as supplemented and amended by supplemental indentures dated as of
November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993,
October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series
Indenture Provisions dated July 30, 1987, as amended November 16, 1987
(collectively, the "Indenture"); and
WHEREAS, the Company requests the Calculation Agent to perform certain
services described herein in connection with the Securities;
NOW THEREFORE, the Company and the Calculation Agent agree as follows:
1. Appointment of Agent. The Company hereby appoints Lehman Brothers Inc.
as Calculation Agent and Lehman Brothers Inc. hereby accepts such appointment as
the Company's agent for the purpose of performing the services hereinafter
described upon the terms and subject to the conditions hereinafter mentioned.
2. Calculations and Information Provided. In response to a request made by
the Trustee for a determination of the Maturity Payment Amount due at Stated
Maturity of the Securities, the Calculation Agent shall determine such Maturity
Payment Amount and notify the Trustee of its determination. The Calculation
Agent shall also be responsible for (a) the determination of the Closing Level
on each Measurement Date, (b) the determination of the Capped Quarterly Returns
for each Measurement Date, (c) the determination of the Equity Bonus, (d) the
determination of the Successor Index if publication of the Index is discontinued
and (e) the determination of whether a Market Disruption Event has occurred. The
Calculation Agent shall notify the Trustee of any such adjustment or if a Market
Disruption Event has
--------
* "Dow Jones" and "Dow Jones Industrial Average" are servicemarks of Dow
Jones & Company, Inc. and have been licensed for use by Lehman Brothers
Holdings Inc. The Securities, based on the performance of the Dow Jones
Industrial Average, are not sponsored, endorsed, sold or promoted by
Dow Jones, and Dow Jones makes no representation regarding the
advisability of investing in the Securities.
"SUNS" and "Stock Upside Note Securities" are trademarks of Lehman
Brothers Inc.
{PAGE}
2
occurred. Annex A hereto sets forth the procedures the Calculation Agent will
use to determine the information described in this Section 2.
3. Calculations. Any calculation or determination by the Calculation Agent
pursuant hereto shall (in the absence of manifest error) be final and binding.
Any calculation made by the Calculation Agent hereunder shall, at the Trustee's
request, be made available at the Corporate Trust Office.
4. Fees and Expenses. The Calculation Agent shall be entitled to reasonable
compensation for all services rendered by it as agreed to between the
Calculation Agent and the Company.
5. Terms and Conditions. The Calculation Agent accepts its obligations
herein set out upon the terms and conditions hereof, including the following, to
all of which the Company agrees:
(a) in acting under this Agreement, the Calculation Agent is acting solely
as an independent expert of the Company and does not assume any obligation
toward, or any relationship of agency or trust for or with, any of the holders
of the Securities;
(b) unless otherwise specifically provided herein, any order, certificate,
notice, request, direction or other communication from the Company or the
Trustee made or given under any provision of this Agreement shall be sufficient
if signed by any person who the Calculation Agent reasonably believes to be a
duly authorized officer or attorney-in-fact of the Company or the Trustee, as
the case may be;
(c) the Calculation Agent shall be obliged to perform only such duties as
are set out specifically herein and any duties necessarily incidental thereto;
(d) the Calculation Agent, whether acting for itself or in any other
capacity, may become the owner or pledgee of Securities with the same rights as
it would have had if it were not acting hereunder as Calculation Agent; and
(e) the Calculation Agent shall incur no liability hereunder except for
loss sustained by reason of its gross negligence or wilful misconduct.
6. Resignation; Removal; Successor. (a) The Calculation Agent may at any
time resign by giving written notice to the Company of such intention on its
part, specifying the date on which its desired resignation shall become
effective, subject to the appointment of a successor Calculation Agent and
acceptance of such appointment by such successor Calculation Agent, as
253781
|
Merck
As referenced in this Calculation Agency Agreement:
Merck & Co – Corporation,
Hewlett-Packard Company, The Home Depot, Inc., Honeywell International Inc.,
Intel Corporation, International Business Machines Corporation, International
Paper Company, J.P. Morgan Chase & Co., Johnson & Johnson, McDonald's
Corporation, Merck & Co ., Inc., Microsoft Corporation, Philip Morris Companies.
Inc., The Procter & Gamble Company, SBC Communications Inc., United Technologies
Corporation, Wal-Mart Stores, Inc. and The Walt Disney Company.
2. Determination of
_____________
dt 1528680
;
AT&T
As referenced in this Calculation Agency Agreement:
AT&T Corp. – cross-section of
U.S. industry. As of July 29, 2002, the component companies of the Dow Jones
Industrial Average were as follows: 3M Company, Alcoa Inc., American Express
Company, AT&T Corp. , The Boeing Company, Caterpillar Inc., Citigroup Inc., The
Coca-Cola Company, E.I. du Pont de Nemours and Company, Eastman Kodak Company,
Exxon Mobil Corporation, General Electric Company, General
_____________
dt 1541271
;
Citibank
As referenced in this Calculation Agency Agreement:
Citibank, N.A. – Stock Upside Note Securities(R) Due August 5,
2007* (the "Securities");
WHEREAS, the Securities will be issued under an Indenture dated as of
September 1, 1987, between the Company and Citibank, N.A. , as Trustee (the
"Trustee"), as supplemented and amended by supplemental indentures dated as of
November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993,
October 1, 1995,
_____________
dt 1478092
;
| More... |
Preview
Full Doc
| 2001 |
Calculation Agency Agreement
Calculation Agency Agreement (44K)
Doc #253862: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
AGREEMENT, dated as of October 2, 2001 (the "AGREEMENT"), between
Lehman Brothers Holdings Inc. (the "COMPANY") and Lehman Brothers Inc., as
Calculation Agent.
WHEREAS, the Company has authorized the issuance of up to $21,000,000
aggregate principal amount of Prudential Research Universe Diversified Equity
NotesSM, PRUDENTSSM Due July 2, 2006, Linked to a Basket of Healthcare Stocks
(the "SECURITIES");
WHEREAS, the Securities will be issued under an Indenture dated as of
September 1, 1987, between the Company and Citibank, N.A., as Trustee (the
"TRUSTEE"), as supplemented and amended by supplemental indentures dated as of
November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993,
October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series
Indenture Provisions dated July 30, 1987, as amended November 16, 1987
(collectively, the "INDENTURE"); and
WHEREAS, the Company requests the Calculation Agent to perform certain
services described herein in connection with the Securities;
NOW THEREFORE, the Company and the Calculation Agent agree as follows:
1. APPOINTMENT OF AGENT. The Company hereby appoints Lehman Brothers
Inc. as Calculation Agent and Lehman Brothers Inc. hereby accepts such
appointment as the Company's agent for the purpose of performing the services
hereinafter described upon the terms and subject to the conditions hereinafter
mentioned.
2. CALCULATIONS AND INFORMATION PROVIDED. In response to a request made
by the Trustee for a determination of the Maturity Payment Amount due at Stated
Maturity of the Securities, the Calculation Agent shall determine the Maturity
Payment Amount and notify the Trustee of its determination. The Calculation
Agent shall also be responsible for (a) the determination of the Level of the
Underlying Basket on each Calculation Date, (b) the determination of the Average
Level of the Underlying Basket, (c) determining if any adjustments to the
Underlying Basket and/or the Multipliers should be made and (d) whether a Market
Disruption Event has occurred. The Calculation Agent shall notify the Trustee of
any such adjustment or if a Market Disruption Event has occurred. In addition,
the Calculation Agent shall provide information to the American Stock Exchange
that is necessary for the AMEX's daily calculation and dissemination of the
level of the Underlying Basket if the AMEX is unable to obtain such information.
Annex A hereto sets forth the procedures the Calculation Agent will use to
determine the information described in this Section 2.
3. CALCULATIONS. Any calculation or determination by the Calculation
Agent pursuant hereto shall (in the absence of manifest error) be final and
binding. Any calculation made by the Calculation Agent hereunder shall, at the
Trustee's request, be made available at the Corporate Trust Office.
{Page}
4. FEES AND EXPENSES. The Calculation Agent shall be entitled to
reasonable compensation for all services rendered by it as agreed to between the
Calculation Agent and the Company.
5. TERMS AND CONDITIONS. The Calculation Agent accepts its obligations
herein set out upon the terms and conditions hereof, including the following, to
all of which the Company agrees:
(i) in acting under this Agreement, the Calculation Agent is acting
solely as an independent expert and not as agent of the Company and does
not assume any obligation toward, or any relationship of agency or trust
for or with, any of the holders of the Securities;
(ii) unless otherwise specifically provided herein, any order,
certificate, notice, request, direction or other communication from the
Company or the Trustee made or given under any provision of this Agreement
shall be sufficient if signed by any person who the Calculation Agent
reasonably believes to be a duly authorized officer or attorney-in-fact of
the Company or the Trustee, as the case may be;
(iii) the Calculation Agent shall be obliged to perform only such
duties as are set out specifically herein and any duties necessarily
incidental thereto;
(iv) the Calculation Agent, whether acting for itself or in any
other capacity, may become the owner or pledgee of Securities with the same
rights as it would have had if it were not acting hereunder as Calculation
Agent; and
(v) the Calculation Agent shall incur no liability hereunder except
for loss sustained by reason of its gross negligence or wilful misconduct.
6. RESIGNATION; REMOVAL; SUCCESSOR. (a) The Calculation Agent may at
any time resign by giving written notice to the Company of such intention on its
part, specifying the date on which its desired resignation shall become
effective, subject to the appointment of a successor Calculation Agent and
acceptance of such appointment by such successor Calculation Agent, as
hereinafter provided. The Calculation Agent hereunder may be removed at any time
by the filing with it of an instrument in writing signed by or on behalf of the
Company and specifying such removal and the date when it shall become effective.
Such resignation or removal shall take effect upon the appointment by the
Company, as hereinafter provided, of a successor Calculation Agent and the
acceptance of such appointment by such successor Calculation Agent. In the event
a successor Calculation Agent has not been appointed and has not accepted its
duties within 90 days of the Calculation Agent's notice of resignation, the
Calculation Agent may apply to any court of competent jurisdiction for the
designation of a successor Calculation Agent.
(b) In case at any time the Calculation Agent shall resign, or shall
be removed, or shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or make an assignment for the benefit of its creditors or consent
to the appointment of a receiver or custodian of all or any substantial part of
its property, or shall admit in writing its inability to pay or meet
{Page}
its debts as they mature, or if a receiver or custodian of it or all or any
substantial part of its property shall be appointed, or if any public officer
shall have taken charge or control of the Calculation Agent or of its property
or affairs, for the purpose of rehabilitation, conservation or liquidation, a
successor Calculation Agent shall be appointed by the Company by an instrument
in writing, filed with the successor Calculation Agent. Upon the appointment as
aforesaid of a successor Calculation Agent and acceptance by the latter of such
appointment, the Calculation Agent so superseded shall cease to be Calculation
Agent hereunder.
(c) Any successor Calculation Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor, to the Company and to the Trustee an
instrument accepting such appointment hereunder and agreeing to be bound by the
terms hereof, and thereupon such successor Calculation Agent, without any
further act, deed or conveyance, shall become vested with all the authority,
rights, powers, trusts, immunities, duties and obligations of such predecessor
with like effect as if originally named as Calculation Agent hereunder, and such
253862
|
Merck
As referenced in this Calculation Agency Agreement:
Merck & Co – General Division 0.1126
Gilead Sciences, Inc. 0.0955
IMS Health Incorporated 0.1961
{Page}
{Caption}
{S} {C}
Johnson & Johnson 0.0944
MedImmune, Inc. 0.1513
Medtronic, Inc. 0.1214
Merck & Co ., Inc. 0.0801
Pfizer Inc. 0.1352
Serono S.A. (ADRs) 0.2577
WellPoint Health Networks, Inc. 0.0490
{/Table}
The Multiplier with respect to each Underlying Equity Security
_____________
Merck & Co – LLY), Forest Laboratories, Inc. (FRX), Genentech, Inc. (DNA), Genzyme
Corporation--General Division (GENZ), Gilead Sciences, Inc. (GILD), IMS Health
Incorporated (RX), Johnson & Johnson (JNJ), MedImmune, Inc. (MEDI), Medtronic,
Inc. (MDT), Merck & Co ., Inc. (MRK), Pfizer Inc. (PFE), Serono S.A. (ADR's)
(SRA) and WellPoint Health Networks, Inc. (WLP). The Underlying Equity
Securities shall only be adjusted by the Calculation Agent
_____________
dt 1528681
;
Abbott Labs
As referenced in this Calculation Agency Agreement:
Abbott Laboratories – Security included in the
Underlying Basket. The initial Multipliers for the Underlying Equity Securities
are set forth below:
{Table}
{Caption}
UNDERLYING EQUITY SECURITY INITIAL MULTIPLIER (NUMBER OF SHARES)
-------------------------- -------------------------------------
{S} {C}
Abbott Laboratories 0.1032
Aetna Inc. 0.1838
American Home Products Corporation 0.0892
Amgen Inc. 0.0885
Baxter International Inc. 0.0973
Bristol-Myers Squibb Company 0.0959
Cardinal Health,
_____________
Abbott Laboratories – mean the securities included
in the Underlying Basket from time to time and shall initially be the following
twenty common stocks or other equity securities (as identified by trading
symbol): Abbott Laboratories (ABT), Aetna Inc. (AET), American Home Products
Corporation (AHP), Amgen Inc. (AMGN), Baxter International Inc. (BAX),
Bristol-Myers Squibb Company (BMY), Cardinal Health, Inc. (CAH), Eli Lilly and
Company (
_____________
dt 1333849
;
Amgen
As referenced in this Calculation Agency Agreement:
Amgen Inc – are set forth below:
{Table}
{Caption}
UNDERLYING EQUITY SECURITY INITIAL MULTIPLIER (NUMBER OF SHARES)
-------------------------- -------------------------------------
{S} {C}
Abbott Laboratories 0.1032
Aetna Inc. 0.1838
American Home Products Corporation 0.0892
Amgen Inc . 0.0885
Baxter International Inc. 0.0973
Bristol-Myers Squibb Company 0.0959
Cardinal Health, Inc. 0.0717
Eli Lilly and Company 0.0648
Forest Laboratories, Inc. 0.0726
_____________
Amgen Inc – time and shall initially be the following
twenty common stocks or other equity securities (as identified by trading
symbol): Abbott Laboratories (ABT), Aetna Inc. (AET), American Home Products
Corporation (AHP), Amgen Inc . (AMGN), Baxter International Inc. (BAX),
Bristol-Myers Squibb Company (BMY), Cardinal Health, Inc. (CAH), Eli Lilly and
Company (LLY), Forest Laboratories, Inc. (FRX), Genentech, Inc. (DNA), Genzyme
Corporation--General
_____________
dt 1491888
;
|
Baxter Int'l
As referenced in this Calculation Agency Agreement:
Baxter International Inc – Table}
{Caption}
UNDERLYING EQUITY SECURITY INITIAL MULTIPLIER (NUMBER OF SHARES)
-------------------------- -------------------------------------
{S} {C}
Abbott Laboratories 0.1032
Aetna Inc. 0.1838
American Home Products Corporation 0.0892
Amgen Inc. 0.0885
Baxter International Inc . 0.0973
Bristol-Myers Squibb Company 0.0959
Cardinal Health, Inc. 0.0717
Eli Lilly and Company 0.0648
Forest Laboratories, Inc. 0.0726
Genentech, Inc. 0.1236
Genzyme
_____________
Baxter International Inc – initially be the following
twenty common stocks or other equity securities (as identified by trading
symbol): Abbott Laboratories (ABT), Aetna Inc. (AET), American Home Products
Corporation (AHP), Amgen Inc. (AMGN), Baxter International Inc . (BAX),
Bristol-Myers Squibb Company (BMY), Cardinal Health, Inc. (CAH), Eli Lilly and
Company (LLY), Forest Laboratories, Inc. (FRX), Genentech, Inc. (DNA), Genzyme
Corporation--General Division (GENZ), Gilead Sciences,
_____________
dt 1524884
;
More... |
Preview
Full Doc
| 2001 |
Calculation Agency Agreement
Calculation Agency Agreement (44K)
Doc #253864: Click preview link for longer preview.
CALCULATION AGENCY AGREEMENT
AGREEMENT, dated as of October 2, 2001 (the "AGREEMENT"), between
Lehman Brothers Holdings Inc. (the "COMPANY") and Lehman Brothers Inc., as
Calculation Agent.
WHEREAS, the Company has authorized the issuance of up to $21,000,000
aggregate principal amount of Prudential Research Universe Diversified Equity
NotesSM, PRUDENTSSM Due July 2, 2006, Linked to a Basket of Healthcare Stocks
(the "SECURITIES");
WHEREAS, the Securities will be issued under an Indenture dated as of
September 1, 1987, between the Company and Citibank, N.A., as Trustee (the
"TRUSTEE"), as supplemented and amended by supplemental indentures dated as of
November 25, 1987, November 27, 1990, September 13, 1991, October 4, 1993,
October 1, 1995, and June 26, 1997, and incorporating Standard Multiple Series
Indenture Provisions dated July 30, 1987, as amended November 16, 1987
(collectively, the "INDENTURE"); and
WHEREAS, the Company requests the Calculation Agent to perform certain
services described herein in connection with the Securities;
NOW THEREFORE, the Company and the Calculation Agent agree as follows:
1. APPOINTMENT OF AGENT. The Company hereby appoints Lehman Brothers
Inc. as Calculation Agent and Lehman Brothers Inc. hereby accepts such
appointment as the Company's agent for the purpose of performing the services
hereinafter described upon the terms and subject to the conditions hereinafter
mentioned.
2. CALCULATIONS AND INFORMATION PROVIDED. In response to a request made
by the Trustee for a determination of the Maturity Payment Amount due at Stated
Maturity of the Securities, the Calculation Agent shall determine the Maturity
Payment Amount and notify the Trustee of its determination. The Calculation
Agent shall also be responsible for (a) the determination of the Level of the
Underlying Basket on each Calculation Date, (b) the determination of the Average
Level of the Underlying Basket, (c) determining if any adjustments to the
Underlying Basket and/or the Multipliers should be made and (d) whether a Market
Disruption Event has occurred. The Calculation Agent shall notify the Trustee of
any such adjustment or if a Market Disruption Event has occurred. In addition,
the Calculation Agent shall provide information to the American Stock Exchange
that is necessary for the AMEX's daily calculation and dissemination of the
level of the Underlying Basket if the AMEX is unable to obtain such information.
Annex A hereto sets forth the procedures the Calculation Agent will use to
determine the information described in this Section 2.
3. CALCULATIONS. Any calculation or determination by the Calculation
Agent pursuant hereto shall (in the absence of manifest error) be final and
binding. Any calculation made by the Calculation Agent hereunder shall, at the
Trustee's request, be made available at the Corporate Trust Office.
{Page}
4. FEES AND EXPENSES. The Calculation Agent shall be entitled to
reasonable compensation for all services rendered by it as agreed to between the
Calculation Agent and the Company.
5. TERMS AND CONDITIONS. The Calculation Agent accepts its obligations
herein set out upon the terms and conditions hereof, including the following, to
all of which the Company agrees:
(i) in acting under this Agreement, the Calculation Agent is acting
solely as an independent expert and not as agent of the Company and does
not assume any obligation toward, or any relationship of agency or trust
for or with, any of the holders of the Securities;
(ii) unless otherwise specifically provided herein, any order,
certificate, notice, request, direction or other communication from the
Company or the Trustee made or given under any provision of this Agreement
shall be sufficient if signed by any person who the Calculation Agent
reasonably believes to be a duly authorized officer or attorney-in-fact of
the Company or the Trustee, as the case may be;
(iii) the Calculation Agent shall be obliged to perform only such
duties as are set out specifically herein and any duties necessarily
incidental thereto;
(iv) the Calculation Agent, whether acting for itself or in any
other capacity, may become the owner or pledgee of Securities with the same
rights as it would have had if it were not acting hereunder as Calculation
Agent; and
(v) the Calculation Agent shall incur no liability hereunder except
for loss sustained by reason of its gross negligence or wilful misconduct.
6. RESIGNATION; REMOVAL; SUCCESSOR. (a) The Calculation Agent may at
any time resign by giving written notice to the Company of such intention on its
part, specifying the date on which its desired resignation shall become
effective, subject to the appointment of a successor Calculation Agent and
acceptance of such appointment by such successor Calculation Agent, as
hereinafter provided. The Calculation Agent hereunder may be removed at any time
by the filing with it of an instrument in writing signed by or on behalf of the
Company and specifying such removal and the date when it shall become effective.
Such resignation or removal shall take effect upon the appointment by the
Company, as hereinafter provided, of a successor Calculation Agent and the
acceptance of such appointment by such successor Calculation Agent. In the event
a successor Calculation Agent has not been appointed and has not accepted its
duties within 90 days of the Calculation Agent's notice of resignation, the
Calculation Agent may apply to any court of competent jurisdiction for the
designation of a successor Calculation Agent.
(b) In case at any time the Calculation Agent shall resign, or shall
be removed, or shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or make an assignment for the benefit of its creditors or consent
to the appointment of a receiver or custodian of all or any substantial part of
its property, or shall admit in writing its inability to pay or meet
{Page}
its debts as they mature, or if a receiver or custodian of it or all or any
substantial part of its property shall be appointed, or if any public officer
shall have taken charge or control of the Calculation Agent or of its property
or affairs, for the purpose of rehabilitation, conservation or liquidation, a
successor Calculation Agent shall be appointed by the Company by an instrument
in writing, filed with the successor Calculation Agent. Upon the appointment as
aforesaid of a successor Calculation Agent and acceptance by the latter of such
appointment, the Calculation Agent so superseded shall cease to be Calculation
Agent hereunder.
(c) Any successor Calculation Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor, to the Company and to the Trustee an
instrument accepting such appointment hereunder and agreeing to be bound by the
terms hereof, and thereupon such successor Calculation Agent, without any
further act, deed or conveyance, shall become vested with all the authority,
rights, powers, trusts, immunities, duties and obligations of such predecessor
with like effect as if originally named as Calculation Agent hereunder, and such
253864
|
Merck
As referenced in this Calculation Agency Agreement:
Merck & Co – General Division 0.1126
Gilead Sciences, Inc. 0.0955
IMS Health Incorporated 0.1961
{Page}
{Caption}
{S} {C}
Johnson & Johnson 0.0944
MedImmune, Inc. 0.1513
Medtronic, Inc. 0.1214
Merck & Co ., Inc. 0.0801
Pfizer Inc. 0.1352
Serono S.A. (ADRs) 0.2577
WellPoint Health Networks, Inc. 0.0490
{/Table}
The Multiplier with respect to each Underlying Equity Security
_____________
Merck & Co – LLY), Forest Laboratories, Inc. (FRX), Genentech, Inc. (DNA), Genzyme
Corporation--General Division (GENZ), Gilead Sciences, Inc. (GILD), IMS Health
Incorporated (RX), Johnson & Johnson (JNJ), MedImmune, Inc. (MEDI), Medtronic,
Inc. (MDT), Merck & Co ., Inc. (MRK), Pfizer Inc. (PFE), Serono S.A. (ADR's)
(SRA) and WellPoint Health Networks, Inc. (WLP). The Underlying Equity
Securities shall only be adjusted by the Calculation Agent
_____________
dt 1528682
;
Abbott Labs
As referenced in this Calculation Agency Agreement:
Abbott Laboratories – Security included in the
Underlying Basket. The initial Multipliers for the Underlying Equity Securities
are set forth below:
{Table}
{Caption}
UNDERLYING EQUITY SECURITY INITIAL MULTIPLIER (NUMBER OF SHARES)
-------------------------- -------------------------------------
{S} {C}
Abbott Laboratories 0.1032
Aetna Inc. 0.1838
American Home Products Corporation 0.0892
Amgen Inc. 0.0885
Baxter International Inc. 0.0973
Bristol-Myers Squibb Company 0.0959
Cardinal Health,
_____________
Abbott Laboratories – mean the securities included
in the Underlying Basket from time to time and shall initially be the following
twenty common stocks or other equity securities (as identified by trading
symbol): Abbott Laboratories (ABT), Aetna Inc. (AET), American Home Products
Corporation (AHP), Amgen Inc. (AMGN), Baxter International Inc. (BAX),
Bristol-Myers Squibb Company (BMY), Cardinal Health, Inc. (CAH), Eli Lilly and
Company (
_____________
dt 1333850
;
Amgen
As referenced in this Calculation Agency Agreement:
Amgen Inc – are set forth below:
{Table}
{Caption}
UNDERLYING EQUITY SECURITY INITIAL MULTIPLIER (NUMBER OF SHARES)
-------------------------- -------------------------------------
{S} {C}
Abbott Laboratories 0.1032
Aetna Inc. 0.1838
American Home Products Corporation 0.0892
Amgen Inc . 0.0885
Baxter International Inc. 0.0973
Bristol-Myers Squibb Company 0.0959
Cardinal Health, Inc. 0.0717
Eli Lilly and Company 0.0648
Forest Laboratories, Inc. 0.0726
_____________
Amgen Inc – time and shall initially be the following
twenty common stocks or other equity securities (as identified by trading
symbol): Abbott Laboratories (ABT), Aetna Inc. (AET), American Home Products
Corporation (AHP), Amgen Inc . (AMGN), Baxter International Inc. (BAX),
Bristol-Myers Squibb Company (BMY), Cardinal Health, Inc. (CAH), Eli Lilly an
|