-----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, M5N6Z55qxj6YyfCwnhoN/eA4hG9+K6cGPMtNZIUecGY5SV6zS0k40cvQTggiQugk 0qV+Hh4e4MIQqO0oNO3rLA== 0001193125-06-168603.txt : 20060810 0001193125-06-168603.hdr.sgml : 20060810 20060810085316 ACCESSION NUMBER: 0001193125-06-168603 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060810 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060810 DATE AS OF CHANGE: 20060810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OSCIENT PHARMACEUTICALS CORP CENTRAL INDEX KEY: 0000356830 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 042297484 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10824 FILM NUMBER: 061019547 BUSINESS ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 2200 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7813982300 MAIL ADDRESS: STREET 1: 1000 WINTER STREET STREET 2: SUITE 2200 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: GENOME THERAPEUTICS CORP DATE OF NAME CHANGE: 19941215 FORMER COMPANY: FORMER CONFORMED NAME: COLLABORATIVE RESEARCH INC DATE OF NAME CHANGE: 19920703 8-K 1 d8k.htm FORM 8-K Form 8-K

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): August 10, 2006

 


OSCIENT PHARMACEUTICALS CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Massachusetts   0-10824   04-2297484

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

1000 Winter Street, Suite 2200

Waltham, Massachusetts 02451

(Address of principal executive offices, including zip code)

(781) 398-2300

(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))

 



ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On August 10, 2006, Oscient Pharmaceuticals Corporation (the “Company”) entered into a Supply, Distribution and Marketing Agreement (the “Agreement”) with Abbott Laboratories, Ltd. (“Abbott Canada”), the Canadian affiliate of Abbott, pursuant to which the Company granted the commercialization rights to FACTIVE® (gemifloxacin mesylate) tablets in Canada to Abbott Canada. FACTIVE is currently approved in Canada for the treatment of acute bacterial exacerbations of chronic bronchitis (AECB), and Abbott Canada is responsible for obtaining regulatory approval, on behalf of the Company, for additional indications for FACTIVE. In exchange for those rights, Abbott Canada has agreed to a pay a transfer price on product purchases and to make certain milestones payments upon achievement of certain regulatory and sales goals.

Supply of Product

Pursuant to the Agreement, Abbott Canada is obligated to exclusively purchase from the Company, and the Company must exclusively supply, finished tablets of FACTIVE; however, Abbott Canada may elect to transfer the fill-finish manufacturing to an alternate manufacturing source on terms to be determined by the parties.

Termination

The Agreement may be terminated by either party upon the occurrence of certain termination events, including Abbott Canada’s right to terminate if approval in Canada for the treatment of community-acquired pneumonia of mild to moderate severity is not achieved within two years of filing with the Canadian regulatory authorities.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1    Press Release issued by Oscient Pharmaceuticals Corporation on August 10, 2006.


SIGNATURE

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.

 

OSCIENT PHARMACEUTICALS CORPORATION

By:

 

/s/ Steven M. Rauscher

 

Name:

 

Steven M. Rauscher

Title:

 

President and Chief Executive Officer

Date: August 10, 2006


EXHIBIT INDEX

 

Exhibit Number  

Description

99.1   Press Release issued by Oscient Pharmaceuticals Corporation on August 10, 2006.
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

For Oscient Pharmaceuticals

Investor Contact:

Christopher Taylor

781-398-2466

Media Contact:

Sarah Emond

781-398-2544

For Immediate Release:

Oscient Pharmaceuticals and Abbott Canada Enter into

Commercialization Agreement for FACTIVE Tablets

— FACTIVE launch in Canada for the treatment of AECB planned for later this year —

Waltham, Mass., August 10, 2006 – Oscient Pharmaceuticals Corporation (Nasdaq: OSCI) has granted the commercialization rights to FACTIVE® (gemifloxacin mesylate) tablets in Canada to Abbott Canada, the Canadian affiliate of Abbott. In exchange for those rights, Abbott Canada has agreed to a transfer price on product purchases and to make certain payments to Oscient upon achievement of certain regulatory and sales milestones. Specific financial terms were not disclosed.

FACTIVE is currently approved in Canada for the five-day treatment of acute bacterial exacerbations of chronic bronchitis (AECB) and Abbott Canada will launch FACTIVE for the treatment of AECB in the coming months.

“Through this agreement, we are continuing to execute our strategy of building FACTIVE into a global brand through partnerships with leading pharmaceutical companies,” stated Steven M. Rauscher, President and Chief Executive Officer of Oscient Pharmaceuticals. “With 1,400 employees and a sales force experienced in building leading anti-infective brands, Abbott Canada is well-positioned to launch FACTIVE in Canada.”

Abbott Canada has access to the entire clinical trial dossier for FACTIVE and will pursue regulatory approval for additional indications. FACTIVE was approved by Health Canada for the treatment of AECB. Oscient will be responsible for providing product to Abbott Canada at a transfer price that includes product supply costs and compensation to Oscient.

FACTIVE is approved in the U.S. for the seven-day treatment of community-acquired pneumonia of mild to moderate severity (CAP) and the five-day treatment of AECB.

About Oscient Pharmaceuticals

Oscient Pharmaceuticals Corporation is a biopharmaceutical company committed to the clinical development and commercialization of novel therapeutics to address unmet medical needs. The Company is marketing FACTIVE® (gemifloxacin mesylate) tablets, approved by the FDA for the treatment of acute bacterial exacerbations of chronic bronchitis and community-acquired pneumonia of mild to moderate severity. U.S. healthcare providers should see the full prescribing information available at www.factive.com. The Company is also promoting Auxilium Pharmaceuticals’ TESTIM® 1% testosterone gel to primary care physicians in the U.S. Oscient has a novel antibiotic candidate, Ramoplanin, in advanced clinical development for the treatment of Clostridium difficile-associated disease (CDAD).


FACTIVE in Canada

August 10, 2006

Page 2 of 2

In July of this year, Oscient entered into an agreement to acquire the U.S. rights to the cardiovascular drug ANTARA® 130 mg (fenofibrate) capsules. The transaction is subject to a number of closing conditions, including securing consents from certain third parties.

Forward-Looking Statement for Oscient Pharmaceuticals

This news release may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including (i) statements regarding the timing of the expected launch and commercialization of FACTIVE in Canada, (ii) the Company’s strategy to seek partnerships for FACTIVE with leading pharmaceutical companies and (iii) the anticipated closing of the ANTARA acquisition , and the expected commercialization of ANTARA by the Company’s sales force. Forward-looking statements represent our management’s judgment regarding future events. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “intend,” “anticipate,” “estimate,” and similar words, although some forward-looking statements are expressed differently. We do not plan to update these forward-looking statements. You should be aware that our actual results could differ materially from those contained in the forward-looking statements due to a number of risks affecting our business. These risks include, but are not limited to, (i) whether we will be able to expand the indications for which FACTIVE is approved, (ii) the delay in or inability to obtain additional regulatory approvals of our products and product candidates due to negative, inconclusive or insufficient results in ongoing or future clinical trials, the FDA requiring additional information or data, delays in the progress of ongoing clinical trials, safety concerns arising with respect to our products or product candidates and disputes with the third parties from whom we license our products or product candidates, (iii) the delay or inability to find sublicensing partners for FACTIVE or to negotiate favorable sublicensing terms and (iv) our inability or our partners’ inability to successfully commercialize FACTIVE due to: the limitations on our resources and experience in the commercialization of products; lack of acceptance by physicians, patients and third party payors; unanticipated safety, product liability, efficacy, or other regulatory issues; delays in recruiting and training sales personnel; problems relating to manufacturing or supply; inadequate distribution of the products by wholesalers, pharmacies, hospitals and other customers; and competition from other products. Other risks include, whether we will be able to close the ANTARA acquisition. In particular, the conditions to closing the ANTARA acquisition include receipt by the divesting party of consents of certain third parties, one of which is a pharmaceutical company. In addition, the closing of the financing related to the ANTARA acquisition is not a condition to our obligations to close the ANTARA acquisition. As a result, although we have entered into a definitive agreement with the financier regarding the funding, if for some reason we do not close such financing, we may not have sufficient resources to fund the ANTARA acquisition. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward-looking statement are described under the heading “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2006 and in other filings that we may make with the Securities and Exchange Commission from time to time.

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