-----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, ElvA+Ls96FYUjiwgRuc/xbFhLk9eMw6kt97re2OY/mW/AIHO88c9Bp7gLwQSsbcU gCJkni9LzNLtMcOsK5jM7Q== 0001193125-07-072856.txt : 20070403 0001193125-07-072856.hdr.sgml : 20070403 20070403093940 ACCESSION NUMBER: 0001193125-07-072856 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070330 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20070403 DATE AS OF CHANGE: 20070403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALEXION PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000899866 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133648318 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27756 FILM NUMBER: 07741774 BUSINESS ADDRESS: STREET 1: 352 KNOTTER DRIVE CITY: CHESHIRE STATE: CT ZIP: 06511 BUSINESS PHONE: 2037761790 MAIL ADDRESS: STREET 1: 352 KNOTTER DRIVE CITY: CHESHIRE STATE: CT ZIP: 06511 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 8-K

 


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 30, 2007

 


ALEXION PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   000-27756   13-3648318

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

352 Knotter Drive, Cheshire, Connecticut 06410

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (203) 272-2596

 


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 1.02 Termination of a Material Definitive Agreement.

On March 30, 2007, the Collaboration Agreement dated as of January 25, 1999 between Alexion Pharmaceuticals, Inc, or Alexion, and The Procter & Gamble Company, or P&G (as amended, the “Collaboration Agreement”) relating to the joint development of pexelizumab in cardiovascular indications was terminated.

Under the Collaboration Agreement, Alexion and P&G each agreed to incur approximately 50% of all pexelizumab development, manufacturing, and commercialization costs, and each party would receive approximately 50% of U.S. gross margin. P&G agreed to retain responsibility for future development, manufacturing, and commercialization costs associated with pexelizumab outside the U.S. and Alexion would receive royalties on sales outside the U.S., if any.

During 2006, Alexion announced that results from a Phase III clinical trial of pexelizumab did not achieve its primary endpoint, and that this trial and prior Phase III trials of pexelizumab would not be sufficient for filing for licensing approval in the cardiac surgery indications being studied. Alexion and P&G determined not to pursue further development of pexelizumab under the Collaboration Agreement and commenced discussions to terminate the Collaboration Agreement.

Pursuant to the terms of the termination, all licenses granted by Alexion to P&G terminated effective as of March 30, 2007. In addition, data generated from clinical and nonclinical studies conducted under the Collaboration Agreement have been assigned to Alexion.

Both Alexion and P&G remain responsible for any payment obligations that accrued prior to the date of termination. Neither party made any payments to the other in consideration of the termination, and P&G retains no rights to or interests in pexelizumab (economic or otherwise).


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.

 

  ALEXION PHARMACEUTICALS, INC.
Date: April 3, 2007   By:  

/s/ Thomas I. H. Dubin

  Name:   Thomas I. H. Dubin
  Title:   Senior Vice President and General Counsel
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