-----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, TtU1CsrD7fmhRgTx8kRXFgjCaDrK8qGJv5qOA9uguCNswvDJmIT9E8EzWXYjB4mT mU+1jY7V8OcYLZtYlmzoXw== 0001169232-03-004660.txt : 20030722 0001169232-03-004660.hdr.sgml : 20030722 20030722151340 ACCESSION NUMBER: 0001169232-03-004660 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030722 ITEM INFORMATION: Other events FILED AS OF DATE: 20030722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPLIGEN CORP CENTRAL INDEX KEY: 0000730272 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 042729386 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14656 FILM NUMBER: 03796345 BUSINESS ADDRESS: STREET 1: 41 SEYON STREET STREET 2: BUILDING 1, SUITE 100 CITY: WALTHAM STATE: MA ZIP: 02453 BUSINESS PHONE: 7814499560 MAIL ADDRESS: STREET 1: 41 SEYON STREET STREET 2: BUILDING 1, SUITE 100 CITY: WALTHAM STATE: MA ZIP: 02453 8-K 1 d56326_8k.txt 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) July 22, 2003 REPLIGEN CORPORATION (Exact name of registration as specified in charter) Delaware 0-14656 04-2729386 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 41 Seyon Street, Bldg. 1, Suite 100, Waltham, MA 02453 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (781) 250-0111 -------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 5. Other Events and Required FD Disclosure. Completion of CTLA4-Ig Trial Against Bristol-Myers Squibb: Suit Seeks Correction of Inventorship on Seven Bristol-Myers Squibb CTLA4-Ig Patents Repligen is the exclusive licensee of all CTLA4-Ig patent rights owned by the University of Michigan (the "University"). Repligen and the University believe that the University has a rightful claim to ownership of certain patents of Bristol-Myers Squibb ("Bristol") which relate to compositions and uses of CTLA4, arising out of the inventive contributions by one of the University's scientists. Repligen and the University filed a complaint against Bristol in the United States District Court for the Eastern District of Michigan in August 2000 seeking a correction of inventorship. The suit asserts that Dr. Craig Thompson, the scientist from the University, made inventive contributions as part of a collaboration with Bristol scientists and is therefore a rightful inventor on patents issued to Bristol which now name only Bristol scientists as inventors. The evidence phase of the trial took place between April 2 and May 5, 2003 and the parties' submission of proposed findings of fact and conclusions of law from the trial was completed on July 17, 2003. The Court has not indicated that oral argument will be required for it to render a decision. Independently, Repligen filed a motion that the Court's decision not be filed under seal. Bristol has stated that it does not object to this request. There are seven patents in the suit, five of which claim compositions of matter or methods of use of soluble forms of CTLA4 which may have use in treatment of autoimmune disease and two of which are related to antibodies to CTLA4 which may have use in treatment of diseases such as cancer. Repligen and the University have asked the Court to rule that Dr. Thompson is the sole inventor on United States patent #5,844,095 entitled "CTLA4-Ig fusion proteins" and United States patent #5,434,131 entitled "Chimeric CTLA4 receptor and methods for its use" and a joint inventor on the remaining five patents in suit based on his conceptions that CTLA4 would bind B-7 and that a soluble form of CTLA4 can act as an immunosuppressant. Repligen and the University have also accused Bristol-Myers Squibb of engaging in fraudulent conduct to obtain certain of the patents. A correction of inventorship would result in the University and Repligen having rights to some or all of Bristol's patents on CTLA4-Ig. Repligen's failure to obtain ownership rights in the Bristol patents may restrict Repligen's ability to commercialize CTLA4-Ig. Repligen and the University have also filed their own patent applications related to methods of use of CTLA4-Ig. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. None. 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. Repligen Corporation Dated: July 22, 2003 By: /s/ Walter C. Herlihy --------------------- Walter C. Herlihy Chief Executive Officer and President -----END PRIVACY-ENHANCED MESSAGE-----