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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): October 28, 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.)
238 Main Street, Cambridge, Massachusetts 02142
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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 October 28, 1997, Millennium Pharmaceuticals, Inc. issued a press
release announcing that it has entered into a broad collaborative agreement in
genomics research with Monsanto Company and a wholly-owned subsidiary of
Mansanto Company. 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: November 3, 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 October 28, 1997
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FOR RELEASE 6 A.M. EST TUESDAY, OCTOBER 28, 1997
CONTACTS: MONSANTO COMPANY MILLENNIUM PHARMACEUTICALS, INC.
Lori J. Fisher Elizabeth Heller
314-694-8535 617-679-7468
Claro Midgley (in New York)
212-696-4455
NOONAN/RUSSO
212-696-4455
Barbara Lindheim, ext. 237 (investors)
Neil Cohen, ext. 205 (media)
MONSANTO AND MILLENNIUM ENTER MAJOR GENOMICS ALLIANCE
CAMBRIDGE, Mass. Oct. 28, 1997 -- Monsanto Company (NYSE: MIC) and Millennium
Pharmaceuticals, Inc. (Nasdaq: MLNM) today announced that they have entered
into a broad collaborative agreement in genomics research. As part of the
agreement, Monsanto will form a wholly-owned, Cambridge, Massachusetts-based
subsidiary.
Millennium will exclusively collaborate with this subsidiary to apply its
proprietary technologies to the discovery and development of genomics-based
plant and agriculture products. Millennium will also non-exclusively license
and transfer to Monsanto a range of genomics technologies for use in the
research and development of other life sciences products, including
pharmaceuticals. The technologies to be used in this effort include
Millennium's tools and processes for genomics research.
"This new venture couples Millennium's broad, integrated technology platform
with Monsanto's extensive research program in agriculture, food and
pharmaceuticals to create a leading genomics-based life sciences presence," said
Hendrik A. Verlaillio, president of Monsanto. "This subsidiary is an integral
component of our life sciences strategy and will provide an enabling technology
for our future growth. By greatly increasing the speed and precision with which
we can analyze new product leads, this agreement will help us rapidly bring
future Monsanto life sciences products to market."
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238 Main Street, Cambridge, MA 02142-1017 - Telephone: 617-679-7000
Fax: 617-374-9379
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MONSANTO AND MILLENNIUM ENTER MAJOR GENOMICS ALLIANCE
Over the five-year term of the agreement, Monsanto will pay Millennium $118
million in upfront, licensing and technology transfer fees. The agreement also
provides for payments from Monsanto to Millennium of up to $100 million over
five years for achieving mutually agreed upon research objectives. Monsanto will
also fund the new subsidiary's research activities, including staffing of about
100 scientists during 1998. Millennium will receive royalty payments based on
certain plant and agricultural products originating from research conducted by
the new company. Millennium also will have the right to use certain
technologies developed by the new company for non-exclusive use outside of the
plant and agricultural areas.
"We believe that Monsanto shares our vision of the potential of genomics-based
technologies to transform life sciences," said Mark J. Levin, chief executive
officer at Millennium. "We are delighted and excited by the prospect of
marrying the strengths of Monsanto's and Millennium's world-leading research
and discovery efforts in the largest and most comprehensive agricultural
genomics effort in the world."
"This alliance with Monsanto is a further validation of Millennium's stated
commitment to leverage and maximize the value of our integrated genomics-based
technology platform through innovative business structures, while maintaining
our core focus on human healthcare," said Alan Crane, vice president, business
development at Millennium. "With the Monsanto alliance, we have shown our
ability to market our genomics platform, in both exclusive and non-exclusive
formats, as a versatile product of wide applicability in areas of the life
sciences beyond drug discovery. In addition, we have clearly demonstrated
Millennium's ability to generate near- and mid-term revenue and value for our
shareholders to complement our strategy of longer-term value creation through
human therapeutic product discovery and development."
The Monsanto and Millennium collaboration is subject to Hart Scott Rodino
clearance. The new company is expected to begin operating immediately
thereafter.
As a life sciences company, Monsanto is committed to finding solutions to the
growing global needs for food and health by sharing common forms of science and
technology among agriculture, nutrition and health. The company's 20,000
employees worldwide make and market high-value agricultural products,
pharmaceuticals and food ingredients.
Millennium, a leading genomics driven life sciences company, employs
large-scale genetics, genomics, high-throughput screening and bioinformatics in
an integrated, broad-based discovery platform to enable and accelerate the
discovery and development of new, proprietary therapeutic, diagnostic and life
sciences products and services addressing major market needs. Headquartered in
Cambridge, Massachusetts, Millennium and its affiliates currently employ more
than 450 people.
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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 Millennium'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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