-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hh8xJ23O0a1ez2jyf7BsZ8iPWFYQ5jlM2ulZKNoqvDklGVVkvpSt9Spg//KDY/RV v0GHgvakKuIr0s0ci68IhQ== 0000950156-07-000016.txt : 20070111 0000950156-07-000016.hdr.sgml : 20070111 20070111170200 ACCESSION NUMBER: 0000950156-07-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070105 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070111 DATE AS OF CHANGE: 20070111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IGI INC CENTRAL INDEX KEY: 0000352998 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 010355758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08568 FILM NUMBER: 07526372 BUSINESS ADDRESS: STREET 1: WHEAT RD AND LINCOCN AVE STREET 2: P O BOX 687 CITY: BUENA STATE: NJ ZIP: 08310 BUSINESS PHONE: 6096971441 MAIL ADDRESS: STREET 1: WHEAT ROAD AND LINCOCN AVE STREET 2: P O BOX 687 CITY: BUENA STATE: NJ ZIP: 08310 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOGENETICS INC DATE OF NAME CHANGE: 19870814 8-K 1 igi_8k-66411.htm BODY OF FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

____________

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):
January 5, 2007

 

___________________________________________________________

 

IGI, INC.

(Exact Name of Registrant as Specified in Charter)

 

___________________________________________________________

 

Delaware

001-08568

01-0355758

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(I.R.S. Employer
Identification Number)

     

105 Lincoln Avenue
Buena, New Jersey 08310
(Address of Principal Executive Offices) (Zip Code)

 

(856) 697-1441
(Registrant's Telephone Number, Including Area Code)

 

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))

<PAGE>  

Item 1.01  Entry into a Material Definitive Agreement.

 

      On January 5, 2007, a subsidiary of the the Registrant, Igen, Inc. ("Igen"), entered into a sublicense agreement with Novavax, Inc. ("Novavax") pursuant to which it non-exclusively sublicensed certain technologies in certain territories back to Novavax for use with respect to animal pharmaceuticals and biologicals solely to enable Novavax to enter into amendments (the "Bharat Amendments") to certain agreements ("Bharat Agreements") with Bharat Biotech International Limited to include the treatment and/or prevention of animal diseases , including the prevention of avian bird flu.

 

      The rights were originally licensed by Igen to Novavax pursuant to a license agreement dated December 13, 1995. The term of the license agreement was extended until 2015 when Igen exercised an option in 2005 by payment to Novavax of $1,000,000.

 

      The Registrant has been informed by Novavax that Novavax has entered into the Bharat Amendments.

 

      With respect to products for the the prevention of avian flu in birds and other animals covered under the Bharat Agreements, IGI is to receive fifty percent (50%) of the net royalties paid by Bharat to Novavax on net sales utilizing Novavax proprietary virus-like particles and antigens (Novavax Antigens") and eighty percent (80%) of the net royalties paid by Bharat to Novavax on net sales using Bharat antigens, but not Novavax Antigens.

 

      With respect to other animal products covered by the Bharat Agreements, as amended, IGI is to receive 80% of the net royalties Novavax receives under such agreements with respect to net sales of products containing Novasome® paucilamellar vesicles but not Novavax Antigens.

 

      The rights which are the subject of the Sublicense relate to organized lipid structures, lipid vesicle encapsulation technologies, cellulose structure and micellar nanoparticles and superabsorber/hydrogel technology.

 

      The term of the Sublicense extends until expiration of the term of all agreements amended by the Bharat Amendments. In addition eith party may terminate the Sublicense upon a change of control (as defined) of the other party.

 

Item 8.01  Other Events

 

      On January 5, 2007 the Registrant issued a press release with respect to the Sublicense, a copy of which is attached hereto as Exhibit 99.1.

<PAGE>  

Item 9.01  Financial Statements and Exhibits

 

Exhibit Number

 

Description

     

99.1

 

Press Release Dated January 5, 2007 Regarding Sublicense of Certain Rights to Novavax, Inc.

<PAGE>  

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.

 
 

IGI, INC.

   
 

By:

/s/ Rajiv Mathur

   


   

Rajiv Mathur
President & Chief Executive Officer

     

Date:  January 11, 2007

   

<PAGE>  

Exhibit Index

 

Exhibit Number

 

Description

     

99.1

 

Press Release Dated January 5, 2007 Regarding Sublicense of Certain Rights to Novavax, Inc.

<PAGE>  

EX-99 2 ex99_66411.htm EXHIBIT 99.1

News From

 

 

Buena, NJ 08310

 

Release Date:  January 5, 2006

Exhibit 99.1

 

Contact:

Rajiv Mathur

 

President & Chief Executive Officer

 

IGI, Inc.

 

856-697-1441 ext. 211

 

www.askigi.com

   

IGI and Novavax enter into license agreement

 

BUENA, NJ January 5, 2006 - IGI, INC, (AMEX: IG - News) announced today that Novavax, Inc. (Nasdaq - "NVAX") and IGI have entered into an agreement that would expand Novavax's existing strategic alliance with Bharat Biotech International Ltd. of India. Under the Agreement, Bharat will have rights to develop certain vaccines for animals using Novasomes® for India and other selected markets.

 

IGI is licensing back to Novavax a non-exclusive license with the right to sub-license to Bharat rights related to the use of Novasomes® as adjuvants for animal vaccines. Bharat will fund all pre-clinical and clinical development. IGI and Novavax will share royalties on products developed using Novasome® encapsulated delivery technology to treat diseases in animals and vaccines developed to combat the avian flu virus in birds.

 

"IGI believes this agreement could result in other opportunities between IGI and Novavax," said IGI Chairman, Frank Gerardi

 

IGI is a company committed to growth by applying proprietary technologies to achieve cost-effective solutions for varied customer needs. IGI offers the patented Novasome® lipid vesicle encapsulation technology which contributes value-added qualities to cosmetics, skin care products, dermatological formulations and other consumer products, providing improved dermal absorption, low potential for irritations, controlled and sustained release as well as improved stability. IGI sub-licensed the rights to obtain FDA approval for and market IGI's PTH (1-34) compound using Novasome® lipid vesicle encapsulation technology for psoriasis, which is being reformulated for Phase II clinical trials, to Manhattan Pharmaceuticals, Inc. IGI is also exploring the licensing of the topical PTH (7-34) compound for the prevention/treatment of chemotherapy induced-alopecia in patients undergoing chemotherapy. IGI markets its own line of proprietary products that diminish the visual affects of ag ing. These products can be found at www.miaj.com. Currently, the following companies have used Novasome technology: Estee Lauder, Johnson & Johnson, Neutrogena, Chattem, Vetoquinol, Genesis Pharmaceuticals (a Pierre-Fabre subsidiary), Apollo Pharmaceuticals, All Terrain, PSI, Complexions by Dr. Watts, Your Total Image, DermWorx, SuperFoods LLC and Interwood.

 

IGI has exclusive rights for the Novasome® adjuvant technologies for animal vaccines.

 

This report contains forward-looking statements relating to IGI's hopes and expectations for the future. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as "will," "possible," "one time," "provides an opportunity," "continue" and similar expressions are intended to identify forward-looking statements. Such statements involve a number of risks and uncertainties and actual future events and results could differ materially from those indicated by such forward-looking statements due to general economic conditions, and the risk factors detailed in IGI's periodic reports and registration statements filed with the Securities and Exchange Commission.

<PAGE>

GRAPHIC 3 igi-logo.gif begin 644 igi-logo.gif M1TE&.#EAD`!,`/<``/______S/__F?__9O__,___`/_,___,S/_,F?_,9O_, M,__,`/^9__^9S/^9F?^99O^9,_^9`/]F__]FS/]FF?]F9O]F,_]F`/\S__\S MS/\SF?\S9O\S,_\S`/\`__\`S/\`F?\`9O\`,_\``,S__\S_S,S_F6*3HL"'"A0L?%BQH?D.(IS--(HT-U"E,Y\'K).K=H2`%%Y;X<1@RRY;C3MY,D2-[PK=S-' MT*"3D>!,NR-LN'%'BST<-^X_].IANH].=PBW]?X1&P<>&WH7_G.UZ\?+YSA.N/R_2[ M4];,)7.;9=K-)Y9MW2%'7FK"@119@=\Y)AEX\"5XGX%`-6?A@GRQMY]^GF!8 MD'X0TB=@@@2*>.")MW$H5GT.)M.?@5%-.-EQH%VHHD4:YNBB59[T-EY'.SKQ MU'8L)ECBCA4AV&)Y%`4G6%S"/$?DCIB]AV)H4#+98W(_WF2:8(A5Q>1RW+5X MYDU.*MGE15-6*9B5(:ZI97QAVAG1EYGE:9&$':T55YUZ%I:FDH4VF61L;P*0 MGIQ51D9HHBMNJ:.>?')IU7_MD3DHI7T=ZAVH$;7)*)"!5BF>5Z16BF>C(F;_ M>BE%?RE%)JNM6B6J@KF:JN";[4%ZZZ2YKH0CF+!B**N?$QTP7:!DTEELAHOR MVJJO!'89')6K?CJM3R^ZL$K'';;0@JFMLA3Z. M.U^Y5CU+KY6HV3O1KNV2BBV\E*5*;UP!"UPJOLBVRB]024$+&,,.=_;NDGH> MS.Q$.3W7;3(-.QRNIJ1.'!1BZ)9L4V-YQ2RS)]791+!FF^D[D<>-8K=PNIMV M);1'9H(+L;BH8W>S+%82@=0&,]7_3&VBI1]3%"B54R;V7=7_1E;SBQM__][6-O<]'^1NL[GQN"SW1K)UB`?F;5^- MQ\W7WZ&O-#E0VV(75]&(=_ MWS2[52I`&QKS?+%(=/BLH^??"C7Q%2A<4>V>? M;8A\Y?K--EGE0_;NVN^?B]Z]QO>^PQ1.7V\9$BG>UYM780AVY6L0;HPWGQJQ MA2]O"4U'7/8U"4[P>P&$W!/TD(<2FC`/GOG@749R0A,69@7X(QGZXB64NG5D M;V$C80OUT!L5QD6'+9RA5?\"H(*N67!H0LN9='0BDJULA#5DXB#ED#@TW$$/ MO&+7GQ?%O50L9X4A20J``X8U\A&+BZM:T7,V$I` M=LPCDPY0`CX>8'YZ#*3?`E`"`Y3@?8(4)`Q)P4@]!"``?TRD)"&:2=$:A*+1/QF"=SFSCN6TR*@RR;2M!1`]`@G\:\@#WE$A&#Y#/^-VQIJ#[6T<+ M^=&$QG2.",VHTG`J5**VK:A")4%/_?C3Q_WSGT@U:D:-*K\B+E2B,&TJ9TKZ HU$+VL:5<+2D`^/A2L';UHEI=#EA?&M:RDG6B445K6@O5U7\Z+"``.S\_ ` end
-----END PRIVACY-ENHANCED MESSAGE-----