8-K 1 b39654hye8-k.txt HYBRIDON, INC. 1 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): May 24, 2001 ------------ 0-027352 ------------------------ (Commission File Number) HYBRIDON, INC. --------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 04-3072298 ------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation) Identification No.) 345 Vassar Street, Cambridge, Massachusetts 02139 ------------------------------------------------- (Address of Principal Executive Offices) (617) 679-5500 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 2 ITEM 5. OTHER EVENTS On May 24, 2001, Hybridon, Inc. and Isis Pharmaceuticals, Inc. entered into a Collaboration and License Agreement (the "AGREEMENT") and related documents. Under the Agreement, Hybridon granted Isis an exclusive license to use and sublicense all of Hybridon's antisense chemistry and delivery patents and technology. Notwithstanding, Hybridon has retained the right to practice its licensed antisense patent technologies and to sublicense these technologies to its collaborators. In exchange for the exclusive license from Hybridon, Isis has paid Hybridon $15 million in cash and will pay to Hybridon $19.5 million in Isis common stock over two years. The consideration for the license was determined by arms-length negotiations. Isis has granted Hybridon a non-exclusive license to use Isis' suite of RNase H patents that cover the mechanism of action of many antisense drugs. In return for the non-exclusive license from Isis, Hybridon will pay Isis $6 million in Hybridon stock over three years. 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, thereunto duly authorized. HYBRIDON, INC. By: /s/ Sudhir Agrawal ---------------------------------------------- Name: Sudhir Agrawal Title: President and Acting Chief Executive Officer Date: June 8, 2001