-----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, MeZjCThUSqoyta/iiAdRuIPytY+bJMnB+w39c8qOC3VTchsRFMwfq1zEigaZoP// J+PBCE6954uaxW7oatc4sA== 0000950135-98-006467.txt : 19990101 0000950135-98-006467.hdr.sgml : 19990101 ACCESSION NUMBER: 0000950135-98-006467 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981221 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMBRIDGE NEUROSCIENCE INC CENTRAL INDEX KEY: 0000874384 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133319074 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19193 FILM NUMBER: 98779430 BUSINESS ADDRESS: STREET 1: ONE KENDALL SQ BUILD 700 CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6172250600 MAIL ADDRESS: STREET 1: ONE KENDALL SQ STREET 2: BLDG 700 CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: CAMBRIDGE NEUROSCIENCE RESEARCH INC DATE OF NAME CHANGE: 19600201 8-K 1 CAMBRIDGE NEUROSCIENCE, INC. 1 ================================================================================ 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): DECEMBER 21, 1998 CAMBRIDGE NEUROSCIENCE, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-19193 13-3319074 - --------------- ------------ ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) ONE KENDALL SQUARE, BUILDING 700, CAMBRIDGE, MA 02139 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 225-0600 -------------- Total Number of Pages 6. Exhibit Index at Page 4. ================================================================================ 2 ITEM 5 - OTHER EVENTS On December 21, 1998, Cambridge NeuroScience, Inc. (the "Company") issued a news release announcing that it has entered into an agreement with Bayer Corporation to develop the Company's recombinant Glial Growth Factor 2 ("GGF2") for the treatment of neurodegenerative diseases such as Multiple Sclerosis. The information contained in this news release is incorporated herein by reference and filed as Exhibit 99.9 hereto. ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.9 The Company's News Release dated December 21, 1998. 2 3 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. CAMBRIDGE NEUROSCIENCE, INC. Date: December 30, 1998 /s/ Harry W. Wilcox, III ------------------------------------- Harry W. Wilcox, III President and Chief Executive Officer 3 4 EXHIBIT INDEX Exhibit Sequential Number Description - ---------- ----------- 99.9 The Company's News Release dated December 21, 1998. 4 EX-99.9 2 PRESS RELEASE 1 CONTACTS FOR CAMBRIDGE NEUROSCIENCE: CONTACT FOR BAYER: Harry W. Wilcox Rob Kloppenburg President and Chief Executive Officer Bayer Corporation Cambridge NeuroScience, Inc. 203-812-6545 (617) 225-0600 Theresa McNeely Director Feinstein Kean Partners Inc. (617) 577-8110 FOR IMMEDIATE RELEASE CAMBRIDGE NEUROSCIENCE AND BAYER TO COLLABORATE IN THE DEVELOPMENT OF GGF2 FOR NEURODEGENERATIVE DISEASES -- BAYER TO PAY UP TO $26 MILLION PLUS ROYALTIES -- CAMBRIDGE, MASS., DECEMBER 21, 1998 -- Cambridge NeuroScience, Inc. (Nasdaq: CNSI) and Bayer today announced an agreement worth up to $26 million plus royalties to develop Cambridge NeuroScience's recombinant Glial Growth Factor 2 (GGF2), for the treatment of neurodegenerative diseases such as Multiple Sclerosis (MS). Under terms of the agreement, Bayer will be responsible for all development costs, including reimbursement of Cambridge NeuroScience's research costs for GGF2 and will receive exclusive worldwide manufacturing and marketing rights to the compound. In exchange, Cambridge NeuroScience may receive up to $26 million in cash and milestone payments, as well as royalties on sales of GGF2 products. "Cambridge NeuroScience and its academic collaborators have generated impressive data demonstrating the unique mechanism by which GGF2 stimulates the remyelination of nerve cells," said David Lowe, Ph.D., head of CNS research at Bayer. "The companies have worked together in developing a manufacturing process for the molecule." "We are pleased to be joining forces with Bayer, whose proven capabilities should accelerate the development of GGF2," said Harry Wilcox, President and Chief Executive Officer of Cambridge NeuroScience. "The two teams have worked together in developing a manufacturing process for the molecule, and in the last year have begun production of GGF2 in anticipation of initiating clinical trials. The partnering of GGF2 is in line with our corporate strategy of focusing our internal efforts on our small molecule and ion-channel blocker programs." GGF2, a member of the neuregulin family of growth factors, is known to stimulate the growth and differentiation of glial cells, the support cells of the nervous system. These glial cells form the myelin sheath that insulates nerve cells and is essential for their survival and proper functioning. In demyelinating diseases such as multiple sclerosis, the myelin sheath is damaged or lost, leading to the degeneration of the nerve cells. Experiments in animal models have demonstrated that GGF2 can stimulate the cell growth necessary to protect and potentially regenerate the damaged myelin sheath. -more- 2 Recent data on GGF2 in multiple sclerosis was published in the August 18, 1998 issue of Proceedings of the National Academy of Sciences. The study, conducted by CNSI in conjunction with Drs. Cedric Raine and Barbara Cannella at Albert Einstein College of Medicine in New York, demonstrated that treatment in an animal model of MS with recombinant human GGF2 leads to delayed onset and decreased disease severity, as well as a statistically significant reduction in relapse rate. Cambridge NeuroScience, Inc. is a neuroscience company engaged in the discovery and development of proprietary pharmaceuticals focusing on nerve cell survival. The Company is developing products to treat stroke and chronic neurodegenerative disorders such as multiple sclerosis, peripheral neuropathies and other degenerative diseases. Bayer Corporation is a research-based company with major businesses in healthcare and life sciences, chemicals and imaging technologies. The company had 1997 sales of $9 billion and employs 24,000 people. Bayer Corporation is investing approximately $9 billion in capital expenditures and research and development in the U.S. operations from 1995 through the year 2000. Bayer Corporation, with headquarters in Pittsburgh, is a member of the worldwide Bayer group, a $32.4 billion pharmaceutical and chemical company based in Leverkusen, Germany. This press release may contain forward-looking statements based on the current expectations of management. There are certain important factors that could cause results to differ from those anticipated by the statements made above, including, but not limited to, the results of the ongoing pre-clinical studies of GGF2 and the acceptance by regulatory authorities of the Company's pre-clinical data as a basis for IND approval. # # # -----END PRIVACY-ENHANCED MESSAGE-----