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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 29, 1997
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Millennium Pharmaceuticals, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-28494 04-3177038
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(Commission File Number) (IRS Employer Identification No.)
640 Memorial Drive, Cambridge, Massachusetts 02139
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 679-7000
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None
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
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On May 29, 1997, Millennium Pharmaceuticals, Inc. issued a press release
announcing that its subsidiary, Millennium BioTherapeutics, Inc. and Eli Lilly
and Company have entered into a collaboration to develop and commercialize
therapeutic proteins. A copy of such press release is attached to this Current
Report on Form 8-K as Exhibit 99.1
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c) Exhibits.
See Exhibit Index attached hereto.
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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.
MILLENNIUM PHARMACEUTICALS, INC.
(Registrant)
Date: June 5, 1997 By: /s/ Mark J. Levin
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Mark J. Levin
Chief Executive Officer
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EXHIBIT INDEX
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(99.1) Press Release dated May 29, 1997
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EXHIBIT 99.1
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[MILLENNIUM PHARMACEUTICALS LOGO]
MILLENNIUM PHARMACEUTICALS, INC;.
FOR RELEASE THURSDAY, MAY 29, 1997 AT 6:30AM EST
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CONTACT: BEVERLY HOLLEY JIM KAPPEL
Millennium Pharmaceuticals, Inc. Eli Lilly and Company
(617) 679-7000 (317) 276-4795
MILLENNIUM BIOTHERAPEUTICS AND ELI LILLY ENTER INTO
COLLABORATION TO DEVELOP AND COMMERCIALIZE
THERAPEUTIC PROTEINS
--MILLENNIUM BIOTHERAPEUTICS, A NEW SUBSIDIARY OF MILLENNIUM PHARMACEUTICALS,
ENTERS FIRST MAJOR PHARMACEUTICAL ALLIANCE--
INDIANAPOLIS, IN AND CAMBRIDGE, MA - May 29, 1997 - Eli Lilly and Company
(NYSE:LLY) and Millennium BioTherapeutics, Inc., (MBIO), a newly formed
subsidiary of Millennium Pharmaceuticals, Inc. (Nasdaq: MLNM) announced today
that they have entered into collaboration for the discovery and development of
novel therapeutic proteins. The alliance with Lilly is MBIO's first with a major
pharmaceutical company.
The agreement covers a three year program with Lilly providing $8 to $10 million
in research funding per year with a provision to extend up to an additional two
years at the same level of funding. Additional licensing fees, clinical
development milestones and royalties will be payable by Lilly in connection with
specific therapeutic protein product candidates identified in the collaboration
and licensed by Lilly. Lilly has also agreed to make a $20 million equity
investment in exchange for approximately l8 percent of the issued and
outstanding shares of MBIO.
"Millennium Pharmaceuticals formed Millennium BioTherapeutics as a subsidiary to
establish a focused, complementary effort capable of realizing for our
shareholders the maximum value inherent in Millennium's commercial opportunities
in biotherapeutic products," said Steve Holtzman, Chief Business Officer of
Millennium Pharmaceuticals. "Launching Millennium BioTherapeutics via this
uniquely structured alliance with Lilly, a company with whom Millennium
currently enjoys two other collaborations, represents a major step toward
realizing this goal.
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640 Memorial Drive, Cambridge MA 02139-4815 - Telephone: 617-679-7000 -
FAX: 617-374-9379
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MILLENNIUM BIOTHERAPEUTICS AND ELI LILLY ENTER INTO COLLABORATION TO DEVELOP AND
COMMERCIALIZE THERAPEUTIC PROTEINS
Under the terms of the agreement, MBIO and Lilly will equally fund the
collaborative program to discover and define the therapeutic utility of
candidate therapeutic proteins. The collaborative research will create a pool of
potential protein drugs that have defined therapeutic utility in in vivo models.
Each company will have equal rights to select candidate therapeutic proteins
from the pool for its exclusive development and commercialization. Both
companies will share the right to use discoveries made in the collaboration for
the purposes of developing small molecule drugs. Millennium BioTherapeutics
retains the exclusive right to use discoveries made in the collaboration for all
other purposes, including to develop antibody therapy, gene therapy and
antisense products. MBIO has transferred small molecule drug and predictive
medicine (prognostic, diagnostic and pharmacogenetic product development) rights
to Millennium Pharmaceuticals.
"Lilly has significantly enhanced its therapeutic protein discovery efforts
with this important collaboration that will focus on the identification and
validation of novel proteins," said August M. Watanabe, M.D., Executive Vice
President, Science and Technology for Lilly. "A genomics-based therapeutic
protein discovery effort is a critical component of our commitment to
maintaining our leadership position in therapeutic proteins."
"We are delighted to have Eli Lilly, a world leader in the development,
manufacturing and marketing of biotechnology products, as a therapeutic protein
partner," noted Dr. John Maraganore, Vice President and General Manager of
Millennium BioTherapeutics. "We are confident that Lilly's extensive research
and development infrastructure and recently reaffirmed strategic commitment to,
therapeutic proteins, coupled with MBIO's genomics-based discovery and
characterization capabilities, will generate an exciting stream of additional
therapeutic protein product opportunities."
"After reviewing the many independent and collaborative alternatives for
launching a major therapeutic protein discovery effort, we chose an alliance
with Millennium BioTherapeutics as our preferred strategy," said Richard
DiMarchi, Ph.D., Lilly Vice President, Research Technologies and proteins. "We
believe the capabilities of both companies will enable the collaboration to
rapidly validate the potential therapeutic utility of the proteins it
identifies."
Millennium BioTherapeutics, a majority-owned subsidiary of Millennium
Pharmaceuticals, Inc., uses genomics technology and bioinformatics to discover
and develop biotherapeutic (therapeutic protein, antibody therapy, gene therapy,
and antisense) products. Millennium Pharmaceuticals has agreed to transfer its
existing and certain future biotherapeutic product development rights to
Millennium BioTherapeutics. Millennium BioTherapeutics is headquarted in
Cambridge, Massachusetts.
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MILLENNIUM BIOTHERAPEUTICS AND ELI LILLY ENTER INTO COLLABORATION TO DEVELOP AND
COMMERCIALIZE THERAPEUTIC PROTEINS
Lilly is a global research-based pharmaceutical corporation headquartered in
Indianapolis, Indiana, that is dedicated to creating and delivering innovative
pharmaceutical-based health care solutions which enable people to live longer,
healthier and more active lives.
This press release contains forward-looking statements that involve a number of
risks and uncertainties. Among the factors that could cause actual results to
differ materially from those indicated in such forward looking statements
include uncertainties relating to the gene identification, drug discovery and
clinical development processes; changes in relationships with strategic partners
and dependence upon strategic partners for the performance of critical
activities under the collaborative agreements; the impact of competitive
products and technological change; uncertainties relating to patent protection;
and uncertainties relating to the Company's ability to obtain the substantial
additional funds required for its progress. The factors that could affect the
performance of Millennium are more fully described in filings by Millennium with
the Securities and Exchange Commission including but not limited to the factors
set forth under the heading "Business -- Factors That May Affect Results" in the
Annual Report on Form 10-K of Millennium for the year ended December 31, 1996 as
filed on March 31, 1997.
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