EX-4.5 11 o15745exv4w5.htm EXHIBIT 4.5 exv4w5
 

Exhibit 4.5

FORM 53-901F

SECURITIES ACT

MATERIAL CHANGE REPORT UNDER
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
AND EQUIVALENT LEGISLATION OF OTHER JURISDICTIONS

     
Item 1.  
REPORTING ISSUER
   
 
   
Cardiome Pharma Corp.
6190 Agronomy Road, 6th Floor
Vancouver, BC V6T 1Z3
   
 
Item 2.  
DATE OF MATERIAL CHANGE
   
 
   
February 23, 2005
   
 
Item 3.  
PRESS RELEASE
   
 
   
February 23, 2005 — Vancouver, British Columbia
   
 
Item 4.  
SUMMARY OF MATERIAL CHANGE
   
 
   
Cardiome Pharma Corp announced that it has received a US$6 million milestone payment from its codevelopment partner, Fujisawa Healthcare Inc.
   
 
Item 5.  
FULL DESCRIPTION OF MATERIAL CHANGE
   
 
   
See attached press release.
   
 
Item 6.  
RELIANCE ON SECTION 85(2) OF THE SECURITIES ACT (BRITISH COLUMBIA) AND EQUIVALENT
LEGISLATION OF OTHER JURISDICTIONS
   
 
   
Not Applicable.
   
 
Item 7.  
OMITTED INFORMATION
   
 
   
Not Applicable.
   
 
Item 8.  
SENIOR OFFICER
   
 
   
Name:             Christina Yip
   
Title:               Vice President, Finance and Administration
   
Phone No.:      604-677-6905
   
 
Item 9.  
STATEMENT OF SENIOR OFFICER
   
 
   
The foregoing accurately discloses the material change referred to herein.

 


 

Dated at Vancouver, British Columbia, this 23rd day of February, 2005.
         
  CARDIOME PHARMA CORP.
 
 
  Per:   -s- Christina Yip    
      Christina Yip,   
      Vice President, Finance and Administration   
 

IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE FILED OR FURNISHED UNDER THE ACT OR THIS REGULATION THAT, AT THE TIME AND IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.

 


 

(CARDIOME LOGO)

FOR IMMEDIATE RELEASE    NASDAQ: CRME    TSX: COM

CARDIOME RECEIVES US$6 MILLION MILESTONE PAYMENT

Vancouver, Canada, February 23, 2005 Cardiome Pharma Corp (NASDAQ: CRME) (TSX: COM) today announced that it has received a US$6 million milestone payment from its co-development partner, Fujisawa Healthcare Inc. The milestone payment was triggered by the successful completion of ACT 1, the first of three Phase 3 clinical trials for Cardiome’s lead antiarrhythmic product, intravenous RSD1235.

Cardiome licensed North American rights to the intravenous formulation of RSD1235 to Fujisawa Healthcare Inc in October 2003. Cardiome retains worldwide rights to oral RSD1235 for the prevention of AF and all rights to the intravenous formulations outside of Canada, US and Mexico. Cardiome may receive an additional US$48 million in milestone payments from Fujisawa over the course of the agreement, based upon the achievement of certain clinical and commercial milestones.

About Cardiome Pharma Corp.

Cardiome Pharma Corp. is a product-focused cardiovascular drug development company with three clinical drug programs, two of which focus on atrial arrhythmia (intravenous and oral dosing) and one directed at congestive heart failure.

Cardiome’s lead anti-arrhythmic product, RSD1235, is designed to be an acute-use, intravenous (IV) administration treatment for termination of atrial fibrillation (AF) and a chronic-use oral drug for the maintenance of normal heart rhythm following termination of AF. RSD1235 selectively blocks ion channels in the heart that are known to be active during episodes of AF. Cardiome reported Phase 3 results for IV RSD1235 in December 2004. Of the 237 patients with recent-onset atrial fibrillation (AF), 52% of those receiving an IV dose of RSD1235 converted to normal heart rhythm, as compared to 4% of placebo patients (p< .001). There were no cases of drug-related “Torsades de Pointes”. Controlled-release oral formulations of RSD1235 are currently being evaluated in Phase 1 clinical trials.

Cardiome’s lead drug in the congestive heart failure (CHF) area is oxypurinol, a xanthine oxidase inhibitor. CHF is the failure of the heart to pump blood at a rate sufficient to support the body’s needs. Oxypurinol is currently in a Phase 2 clinical trial that will evaluate the safety and effectiveness of oxypurinol in the treatment of patients with moderate to severe symptomatic CHF.

Cardiome is traded on the Toronto Stock Exchange (COM) and the NASDAQ National Market (CRME). Further information about Cardiome can be found at www.cardiome.com.

For Further Information:
Don Graham
Director of Corporate Communication
(604) 676-6963 or Toll Free: 1-800-330-9928
Email: dgraham@cardiome.com

Forward-Looking Statement Disclaimer

Statements contained in this news release relating to future results, events and expectation are forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of the company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such statements. Such factors include, among others, those described in the Company’s annual report on Form 40-F. The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.