-----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, EAZdOD6nvE49VvQDYJSHveVU025sfXfnEYCJxk//V+RSDO4xJO71SfZ1scdi1p/C ueRtyISNixiq7S5d+8nvKQ== 0000950116-01-500257.txt : 20010521 0000950116-01-500257.hdr.sgml : 20010521 ACCESSION NUMBER: 0000950116-01-500257 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010514 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEOSE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000877902 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 133549286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27718 FILM NUMBER: 1643590 BUSINESS ADDRESS: STREET 1: 102 WITMER RD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 2154415890 MAIL ADDRESS: STREET 1: 102 WITMER ROAD CITY: HORSHAM STATE: PA ZIP: 19044 8-K 1 eightk.txt 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): May 14, 2001 NEOSE TECHNOLOGIES, INC. ---------------------------------------------- (Exact name of issuer as specified in charter) DELAWARE 0-27718 13-3549286 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation or file Identification Organization) number) Number) 102 Witmer Road, Horsham, Pennsylvania 19044 (Address of principal executive offices) (215) 441-5890 (Registrant's telephone number, including area code) Item 5 - Other Events. As is more fully described in the attached press release that is incorporated herein by reference, on May 18, 2001, Neose Technologies, Inc. announced that its Research and Development Agreement with Bristol-Myers Squibb Company (the "R&D Agreement") has been amended and assigned to Progenics Pharmaceuticals, Inc. The amendment to the R&D Agreement is filed as Exhibit 99.2 to this Current Report on Form 8-K. The summary descriptions of the transaction contained in this report and the press release are qualified in their entirety by reference to the amendment to the R&D Agreement filed as an exhibit hereto. Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Neose Technologies, Inc. Press Release dated May 18, 2001 99.2 Amendment No. 1 to Research and Development Agreement, dated May 14, 2001, between Neose Technologies, Inc. and the Pharmaceutical Research Institute of Bristol-Myers Squibb Company. Signatures Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. NEOSE TECHNOLOGIES, INC. Date: May 18, 2001 By: /s/ P. Sherrill Neff --------------------- P. Sherrill Neff President, Chief Operating Officer, and Chief Financial Officer Index to Exhibits Exhibit No. Description - ----------- ----------- 99.1 Neose Technologies, Inc. Press Release dated May 18, 2001 99.2 Amendment No. 1 to Research and Development Agreement, dated May 14, 2001, between Neose Technologies, Inc. and the Pharmaceutical Research Institute of Bristol-Myers Squibb Company. EX-99.1 2 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 [GRAPHIC OMITTED] NEOSE TECHNOLOGIES, INC. 102 Witmer Road, Horsham, PA 19044 215.441.5890 fax:215.441.5896 email: info@neose.com www.neose.com - ------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE Neose Agreement with Bristol-Myers Squibb for Cancer Vaccine Programs Amended and Assigned to Progenics Horsham, PA, May 18, 2001 -- Neose Technologies, Inc. (Nasdaq NM: NTEC) announced today that its Research and Development Agreement with Bristol-Myers Squibb Company (NYSE: BMY) has been amended and assigned by Bristol-Myers Squibb to Progenics Pharmaceuticals, Inc. (Nasdaq NM: PGNX), in connection with Progenics' recently announced re-acquisition of development and marketing rights from Bristol-Myers Squibb of two cancer vaccine programs. Under the amended agreement, Progenics has the right to negotiate with Neose for the supply of two gangliosides for use as the active pharmaceutical ingredients in the cancer vaccines. Under the terms of the original agreement, Neose was developing proprietary technologies to enable cGMP manufacturing of these gangliosides. On May 15, 2001, Progenics announced the initiation of a Phase III clinical trial with the most advanced of these vaccines to prevent the relapse of malignant melanoma. Neose develops proprietary technologies for the synthesis and manufacture of complex carbohydrates. The Company uses its broad technology platform in the following programs: GlycoAdvance uses our innovative technologies to address the problems of incomplete or incorrect glycosylation encountered in the manufacture of recombinant glycoproteins; GlycoTherapeutics uses our technology platform to develop and produce novel carbohydrate-based therapeutics; and GlycoActives uses our technology platform to develop and produce novel carbohydrate-based food ingredients. CONTACTS: Neose Technologies, Inc. Adam Friedman Associates LLC P. Sherrill Neff Adam Friedman President and Chief Operating Officer President A. Brian Davis (212) 981-2529 Director, Finance E-mail: ntec@adam-friedman.com ---------------------- (215) 441-5890 E-mail: info@neose.com The Redstone Group, LLC Jason Rubin (610) 941-2741 For more information, please visit www.neose.com. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release that are not historical facts are "forward-looking statements" that involve risks and uncertainties. For a more detailed discussion of these risks and uncertainties, any of which could cause the Company's actual results to differ from those contained in any forward-looking statement, see the "Risk Factors" section of Item 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2000. EX-99.2 3 ex99-2.txt EXHIBIT 99.2 Exhibit 99.2 Amendment No. 1 to Research and Development Agreement THIS AMENDMENT NO. 1 TO RESEARCH AND DEVELOPMENT AGREEMENT is dated as of May 14, 2001 between Neose Technologies, Inc. ("Neose"), a Delaware corporation, and the Pharmaceutical Research Institute of Bristol-Meyers Squibb Company ("BMS"), a Delaware corporation, and amends the Research and Development Agreement dated June 1, 1998 between Neose and BMS. Background Neose and BMS are parties to the Research and Development Agreement dated June 1, 1998 ("Agreement"). The Agreement provides for Neose to carry out the Project (as defined therein) by producing certain quantities of ganglioside GM2 and ganglioside GD2 in accordance with the timetables and the pricing set forth in Appendix A to the Agreement. During the conduct of the Project, both parties agreed to a number of process changes and other changes to the requirements and scope of the Project, resulting in longer development time and increased costs of development and production. In addition, the Project was interrupted by the need to reassess the status of development of the related drugs arising from the results of the "301 GMK Trial" that had unexpectedly become available. As a consequence, the timetable of the Project was altered and Neose, after notice to BMS, reallocated both human and facility resources away from the Project. In recognition of the foregoing, the parties desire to terminate Appendix A and to renegotiate price and timelines for the Project. Capitalized terms used herein without definition have the meanings set forth therefor in the Agreement. Terms In consideration of the foregoing, and intending to be legally bound hereby, the parties agree as follows: 1. Deletion of Appendix A. Appendix A to the Agreement is hereby deleted, declared null and void, and shall be of no further force or effect. 2. Renegotiation of Appendix A. Neose and BMS will, within a reasonable time after notice from BMS that it intends to proceed with the Project("Notice of Intent"), enter into good faith negotiations with one another to reach agreement on the terms of a substitute Appendix A. BMS acknowledges its intention that that the amounts to be paid to Neose pursuant to the new Appendix A should fairly reflect Neose's additional costs, time requirements, and other commitments due to the changed circumstances referred to above. Upon execution by both Neose and BMS of a new Appendix A, all references in the Agreement to "Appendix A" shall be to such new Appendix A. For the avoidance of doubt, the parties acknowledge that neither party will have any obligations under Articles 1, 2, or 3 of the Agreement unless and until a new Appendix A is mutually agreed and executed by the parties. If a new Appendix A is not executed by both parties within six months after such Notice of Intent, either party may terminate the Agreement upon notice to the other. If such Notice of Intent not received by Neose on or before May 11, 2002, Neose may terminate the Agreement by notice to BMS. 3. Assignment. Neose agrees that BMS may freely and upon written notice assign the Agreement in full, as herein amended, to Progenics Pharmaceuticals, Inc. 4. Status of Contract. BMS acknowledges that Neose has fulfilled its obligations under the Project relating to GM2. Neose acknowledges that as of the date of this Amendment BMS has fulfilled all of its financial obligations to Neose under the Agreement. 5. Reaffirmation of Agreement. Except as provided in this Amendment, the Agreement is reaffirmed. In witness whereof, the parties have executed this Amendment as of the date first above written. NEOSE TECHNOLOGIES, INC. By: /s/ P. Sherrill Neff ------------------------------------- P. Sherrill Neff President and Chief Operating Officer BRISTOL-MYERS SQUIBB PHARMACEUTICAL RESEARCH INSTITUTE By: /s/ Charles Linzner ------------------------------------- Charles Linzner Vice President and Senior Counsel -----END PRIVACY-ENHANCED MESSAGE-----