0001193125-11-197925.txt : 20110727 0001193125-11-197925.hdr.sgml : 20110727 20110727061700 ACCESSION NUMBER: 0001193125-11-197925 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110726 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110727 DATE AS OF CHANGE: 20110727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Trius Therapeutics Inc CENTRAL INDEX KEY: 0001356857 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 201320630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34828 FILM NUMBER: 11988699 BUSINESS ADDRESS: STREET 1: 6310 NANCY RIDGE DR SUITE 105 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-452-0370 MAIL ADDRESS: STREET 1: 6310 NANCY RIDGE DR SUITE 105 CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 26, 2011

 

 

TRIUS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34828   20-1320630

(State of incorporation

or organization)

 

(Commission

file number)

 

(I.R.S. Employer

Identification Number)

6310 Nancy Ridge Drive, Suite 101

San Diego, CA

 

92121

(Address of principal executive offices)   (Zip code)

Registrant’s telephone number, including area code: (858) 452-0370

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On July 26, 2011, Trius Therapeutics, Inc. (the “Company”) entered into a Collaboration and License Agreement (the “Agreement”) with Bayer Pharma AG (“Bayer”) which sets forth an exclusive agreement to develop and commercialize the Company’s lead Phase 3 antibiotic, torezolid phosphate (torezolid), in China, Japan and all other countries in Asia, Africa, Latin America and the Middle East, excluding North and South Korea. Under the Agreement, the Company retains full development and commercialization rights outside the licensed territory, including the United States, Canada and the European Union.

In exchange for development and commercialization rights in its licensed territory, Bayer will pay the Company $25 million upfront and will support approximately 25% of the future development costs of torezolid required for global approval in acute bacterial skin and skin structure infections (ABSSSI) and pneumonia, subject to certain adjustments and limitations. In addition, Bayer will support 100% of the future development costs required for local approval in the licensed territory. The Company is also eligible to receive up to $69 million upon the achievement of certain development, regulatory and commercial milestones and will receive double-digit royalties on net sales of torezolid in the licensed territory.

The press release announcing the Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 2.02 Results of Operations and Financial Condition.

Based upon preliminary results for the second quarter of 2011, the Company expects to report cash, cash equivalents and short-term investments of $56.7 million as of June 30, 2011. The Company is in the process of finalizing its second quarter 2011 financial results and anticipates it will release final results in its earnings release for the second quarter of 2011 which is expected to be issued in the first half of August 2011.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

99.1    Press Release dated July 27, 2011


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    Trius Therapeutics, Inc.
Dated:   July 27, 2011     By:   /s/    John P. Schmid        
      Name:   John P. Schmid
      Title:   Chief Financial Officer


INDEX TO EXHIBITS

 

Exhibit
No.

  

Description

99.1    Press Release dated July 27, 2011
EX-99.1 2 dex991.htm PRESS RELEASE DATED JULY 26, 2011 Press Release dated July 26, 2011

Exhibit 99.1

LOGO

TRIUS THERAPEUTICS AND BAYER FORM STRATEGIC COLLABORATION TO

DEVELOP AND COMMERCIALIZE TOREZOLID PHOSPHATE IN ASIA-PACIFIC AND

EMERGING MARKETS

Trius to host a conference call today at 7:00 a.m. Pacific Time (10:00 a.m. Eastern Time)

San Diego, CA, July 27, 2011 – Trius Therapeutics, Inc. (NASDAQ: TSRX) and Bayer Pharma AG today announced that they have signed an exclusive agreement to develop and commercialize Trius’ lead Phase 3 antibiotic, torezolid phosphate (torezolid), in China, Japan and all other countries in Asia, Africa, Latin America and the Middle East, excluding North and South Korea. Under the collaboration agreement Trius retains full development and commercialization rights outside the licensed territory including the United States, Canada and the European Union.

In exchange for development and commercialization rights in its licensed territory, Bayer will pay Trius $25 million upfront and will support approximately 25% of the future development costs of torezolid required for global approval in acute bacterial skin and skin structure infections (ABSSSI) and pneumonia. In addition, Trius is eligible to receive up to $69 million upon the achievement of certain development, regulatory and commercial milestones and will receive double-digit royalties on net sales of torezolid in the licensed territory.

“Bacterial infectious diseases represent one of the largest therapeutic areas in China and continue to grow rapidly there and in other emerging markets. This collaboration is a key element in our strategy of bringing innovative medicines to patients, especially in emerging markets”, said Dr. Jörg Reinhardt, Chairman of the Board of Management of Bayer HealthCare.

“Bayer’s commitment to the infectious disease area and their depth and breadth of experience in these markets makes them an ideal partner for Trius,” said Jeffrey Stein, Ph.D., President and CEO of Trius. “At the same time, consistent with our strategy, we have retained rights to the U.S. and E.U. markets where life-threatening infections from MRSA and other gram positive pathogens continue to be a significant concern.”

Conference Call

Trius will host a conference call today at 7:00 a.m. Pacific Time (10:00 a.m. Eastern Time). The conference call may be accessed by dialing (877) 845-0779 for domestic callers and (760) 298-5087 for international callers. Please specify to the operator that you would like to join the “Trius Collaboration Call.” The conference call will be webcast live under the Investors section of Trius’ website at http://investor.triusrx.com/, where it will be archived for 30 days following the call. Please connect to Trius’ website several minutes prior to the start of the broadcast to ensure adequate time for any software download that may be necessary.

About Trius Therapeutics

Trius Therapeutics is a biopharmaceutical company focused on the discovery, development and commercialization of innovative antibiotics for life-threatening infections. The company’s lead


investigational drug, torezolid phosphate, is an IV and orally administered second generation oxazolidinone in Phase 3 clinical development for the treatment of ABSSSI, the first such trial to be initiated under a Special Protocol Assessment (SPA). Trius holds an exclusive license to torezolid phosphate for territories outside of North and South Korea from Dong-A Pharmaceuticals. In addition to the company’s torezolid phosphate clinical program, it is currently conducting three preclinical programs using its proprietary discovery platform to develop antibiotics to treat infections caused by gram-negative bacteria. For more information, visit www.triusrx.com.

About Bayer HealthCare

The Bayer Group is a global enterprise with core competencies in the fields of health care, nutrition and high-tech materials. Bayer HealthCare, a subgroup of Bayer AG with annual sales of EUR 16.913 billion (2010), is one of the world’s leading, innovative companies in the healthcare and medical products industry and is based in Leverkusen, Germany. The company combines the global activities of the Animal Health, Consumer Care, Medical Care and Pharmaceuticals divisions. Bayer HealthCare’s aim is to discover and manufacture products that will improve human and animal health worldwide. Bayer HealthCare has a global workforce of 55,700 employees (Dec 31, 2010) and is represented in more than 100 countries. Find more information at www.bayerhealthcare.com.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, statements regarding potential future payments to Trius under the agreement with Bayer, the development of torezolid phosphate for additional indications, expected growth of antibiotics in certain markets and anticipated benefits of Trius’ strategic collaboration with Bayer. Risks that contribute to the uncertain nature of the forward-looking statements include: Trius’ ability to obtain additional financing; the success and timing of Trius’ preclinical studies and clinical trials; regulatory developments in the United States and foreign countries; the performance of third-party manufacturers; changes in Trius’ plans to develop and commercialize its product candidates; Trius’ ability to obtain and maintain intellectual property protection for its product candidates; and the loss of key scientific or management personnel. These and other risks and uncertainties are described more fully in Trius’ most recently filed SEC documents, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, including those factors discussed under the caption “Risk Factors” in such filings. All forward-looking statements contained in this press release speak only as of the date on which they were made. Trius undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

# # # #

 

Public Relations Contact:   Investor Relations Contact:
Jason Spark at Canale Communications, Inc.   Stefan Loren at Westwicke Partners, LLC
jason@canalecomm.com   sloren@westwicke.com
619-849-6005   443-213-0507

 

Transaction Advisor:

Burrill Merchant Banking

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