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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): September 23, 1998
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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) (I.R.S. Employer Identification No.)
640 Memorial Drive
Cambridge, MA 02139
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(Address of Principal Executive Offices) (Zip Code)
(617) 679-7000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On September 23, 1998, Millennium Pharmaceuticals, Inc. issued two
press releases announcing that it had entered into an alliance agreement in
genomics research with Bayer AG. Copies of such press releases are attached to
this Current Report on Form 8-K as Exhibit 99.1 and Exhibit 99.2. The
Millennium-Bayer Collaboration is subject to Hart Scott Rodino clearance.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
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See Exhibit Index attached hereto.
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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.
Date: October 2, 1998 MILLENNIUM PHARMACEUTICALS, INC.
By: /s/ Mark J. Levin
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Mark J. Levin
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated September 23, 1998.
99.2 Press Release dated September 23, 1998.
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Exhibit 99.1
FOR RELEASE WEDNESDAY, SEPTEMBER 23, 1998 AT 5:00AM EST
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Contact:
Clare Midgley Dr. Micheal Diehl
Sally McCraven Bayer AG
Millennium Pharmaceuticals, Inc. Leverkusen, Germany
(617) 679-7480 011-49-214-30-8532
(617) 577-3548
Noonan/Russo Communications Robert Kloppenburg
Neil Cohen (media) Bayer Corporation
Stephanie Seiler (investor) West Haven, CT
(212) 696-4455 (203) 812-6545
MILLENNIUM AND BAYER FORM WORLD'S LARGEST DRUG
DISCOVERY ALLIANCE IN THE PHARMACEUTICAL INDUSTRY
-REVOLUTIONARY APPROACH IN PHARMACEUTICALS RESEARCH-
-A PRODUCTION LINE FOR GENOMICS-BASED DRUGS-
CAMBRIDGE, MASS., SEPTEMBER 23, 1998 - Millennium Pharmaceuticals, Inc. (Nasdaq:
MLNM) and Bayer AG today announced the formation of an alliance, believed to be
the largest to date, in the field of pharmaceutical drug discovery. In return
for a total investment of up to $465 million, including approximately a 14%
equity investment in Millennium, Bayer will receive access to key technologies
in modern genome research and a flow of new genomics-based targets for drug
development over a five-year period.
Together, Millennium and Bayer will pursue a new production-oriented approach to
rapidly move compounds toward clinical trials based on genomics research. "This
alliance is a key strategic move which will enable us to develop innovative
drugs and bring them to market more quickly and cost-effectively," explained Dr.
Horst Meyer, general manager of Bayer's Pharmaceuticals Business Group.
The alliance will provide Millennium, one of the world's leading genomic-based
research and development companies, with the means to optimize its own drug
discovery and development processes. "In addition to producing a steady stream
of drug candidates for Bayer, Millennium will have rights to develop a large
number of targets, high throughput screens, and lead compounds resulting from
the alliance to enhance our own pipeline of candidate drugs for potential
clinical development," said Mark Levin, chief executive officer of Millennium.
The Millennium-Bayer collaboration is subject to Hart Scott Rodino clearance.
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MILLENNIUM AND BAYER FORM WORLD'S LARGEST DRUG DISCOVERY ALLIANCE IN THE
PHARMACEUTICAL INDUSTRY
The primary goal of the alliance is for Millennium, over a period of five years,
to supply 225 important new "drug targets" identified as relevant for
cardiovascular disease, cancer, osteoporosis, pain, liver fibrosis, hematology
and viral infections. From those identified by the alliance, Bayer will select
drug targets for its exclusive use; the remainder will be available to
Millennium to use in its own proprietary drug development efforts.
"Drug targets" are proteins expressed by human genes which can be used to
discover and develop small molecule drugs. In the past 100 years of
pharmaceutical research, some 400 drug targets based on human genes (of which
there are approximately 100,000) have been identified worldwide for use in the
development of medical therapies, leaving a considerable number of potential
targets still to be discovered.
Millennium integrates large-scale genetics, genomics, automation, informatics,
and drug discovery technologies which enables the Company to perform focused
searches for disease-relevant targets and leads for drug development.
Technologies developed by Millennium allow for the simultaneous identification
and investigation of thousands of new genes and their application in drug
discovery. "It is now possible to employ genomic research for the development of
drugs on an industrial scale," explained Dr. Wolfgang Hartwig, head of
pharmaceuticals research at Bayer AG.
The drug targets identified will be incorporated directly into test systems and
used in the search for lead compounds with the aid of Bayer's high-throughput
robot screening technology. This screening process is capable of testing more
than 100,000 substances each day. Through their collaboration, Millennium and
Bayer aim to quickly develop the results of their genome research into
economically viable drugs with a high medical benefit.
"We are delighted to enter into this new, groundbreaking alliance with Bayer.
The combination of our highly-effective science and technology platform and
Bayer's high-throughput robot screening process and drug development experience
could enable us to revolutionize drug development," said Mr. Levin.
During the five-year term of the alliance, Bayer will make a total investment in
Millennium of up to $465 million. Of this, up to $368.4 million will consist of
guaranteed funding and performance fees for the drug targets identified, and a
license fee for the use of the genome technologies developed by Millennium. The
remaining $96.6 million will be paid by Bayer as an equity investment
representing approximately a 14% interest in Millennium. In addition, Bayer will
pay royalties to Millennium on the sale of any marketed products.
"This collaboration provides a secure financial foundation for Millennium's
current drug discovery efforts, as well as providing critical financial and
non-financial resources for the forward-integration of our own proprietary drug
development efforts," said Steven Holtzman, chief business officer of
Millennium. "The initial funding from Bayer, in addition to our current
partnership revenue, allows us to be profitable in 1998, assuming Hart Scott
Rodino clearance in the expected timeframe."
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MILLENNIUM AND BAYER FORM WORLD'S LARGEST DRUG DISCOVERY ALLIANCE IN THE
PHARMACEUTICAL INDUSTRY
"Our alliance with Millennium, the largest to date, represents a synergy of the
two partners' core competencies. Millennium will provide us with a rich pipeline
of new drug targets which, with our expertise in drug discovery and development,
will further our ability to generate marketable products. At the same time, our
healthcare group will have access to state-of-the-art technologies in genomics
research," said Dr. Meyer.
Millennium, a leading drug discovery and development company, employs
large-scale genetics, genomics, high throughput screening and informatics in an
integrated science and technology platform. This innovative drug discovery
platform is applied across the entire healthcare sector, from gene
identification through patient management, to accelerate and transform the
discovery and development of proprietary therapeutic and diagnostic products and
services. Headquartered in Cambridge, Massachusetts, Millennium and its
affiliates currently employ more than 620 people
Bayer is an international, research-based group with major businesses in health
care, chemicals and imaging technologies. With more than 144,000 employees
worldwide, the group recorded income before taxes of DM 5.1 billion on sales of
DM 55 billion in 1997.
MPM Capital Advisors, LLC of Cambridge, MA advised Bayer in the negotiation of
the transaction.
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 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, 1997 as
filed on March 31, 1998.
Editor's Note: This release and background materials are available on the
Millennium website at:
http://www.mlnm.com and on the Bayer website at: http://www.bayer.com.
For additional information, please call Sally McCraven at (617) 577-3548 or
Neil Cohen at (212) 696-4455.
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Exhibit 99.2
FOR RELEASE WEDNESDAY, SEPTEMBER 23, 1998 AT 5:00 AM EST
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Contact:
Clare Midgley Neil Cohen (media)
Sally McCraven Stephanie Seiler (investor)
Millennium Pharmaceuticals, Inc. Noonan/Russo Communications
(617) 679-7480 (212) 696-4455
(617) 577-3548
MILLENNIUM REACHES OVER $1 BILLION IN TOTAL
PHARMACEUTICAL ALLIANCE FUNDING
- COMMITMENT TO REVOLUTIONIZING THE DRUG DISCOVERY AND DEVELOPMENT PROCESS
IS THE BASIS FOR FORWARD INTEGRATION STRATEGY -
CAMBRIDGE, Mass., September 23, 1998 - Millennium Pharmaceuticals, Inc. (Nasdaq:
MLNM) today announced that based on its most recent alliance with Bayer AG (see
related announcement) the Company has reached over $1 billion in potential
pharmaceutical partnership funding. As a result, assuming the Millennium-Bayer
alliance receives FTC approval by year-end as anticipated, the Company expects
to be profitable for 1998, close the year with over $160 million in cash
on-hand, and be poised to leverage its strengthened financial position to expand
its drug discovery and development capabilities.
The primary goal of the Millennium-Bayer alliance is for Millennium to supply
225 important new "drug targets" identified as relevant for cardiovascular
disease, cancer, osteoporosis, pain, liver fibrosis, hematology and viral
infections. Over the five-year term of the alliance, Bayer will provide up to
$465 million in total funding to Millennium, including an up-front equity
investment and license fee of $130 million, and an additional $335 million in a
combination of license fees, annual research funding and performance fees.
Millennium will have rights to develop on its own behalf a large number of
targets, high throughput screens and lead compounds resulting from the alliance
in order to enhance its pipeline of candidate drugs for potential clinical
development. The Company also retains the right to use information generated in
the collaboration for the development of biotherapeutic and diagnostic products.
Millennium's success in establishing significant pharmaceutical discovery and
development alliances has enabled us to build what we believe to be the largest
discovery pipeline in the biotechnology industry today. Within the next decade,
we expect this pipeline will begin to deliver several new products to the market
each year," said Mark Levin, chief executive officer of Millennium.
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MILLENNIUM REACHES OVER $1 BILLION IN TOTAL PHARMACEUTICAL ALLIANCE FUNDING
"Furthermore, we believe that our integrated technology platform and
leading-edge expertise in genomics-based drug discovery can revolutionize the
drug discovery and development process, increasing productivity by up to 50%,
while generating breakthrough products that will address the cause, not just the
symptoms, of major human diseases," Mr. Levin added.
"We have always sought to establish innovative pharmaceutical alliances that
provide Millennium with significant near-term revenues without sacrificing our
ability to participate in higher value, downstream opportunities," said Steven
Holtzman, chief business officer of Millennium. "Both our new alliance with
Bayer and our alliance initiated last year with Monsanto continue, and have
taken to a new level, Millennium's tradition of "non-traditional" biotech-pharma
partnerships. These relationships demonstrate the strengths of Millennium and
allow us to forward integrate while maintaining the breadth of our early-stage
pipeline," Holtzman added.
ADDITIONAL TERMS OF BAYER ALLIANCE
Millennium will have primary responsibility for target identification and
validation; Bayer and Millennium will share responsibility for configuring
assays for screening; Bayer will be responsible for conducting high throughput
screening; and, the parties will share responsibility for further qualifying and
developing lead compounds resulting from screening.
Once configured as high throughput assays, Bayer will be responsible for
conducting screening and generating lead compounds within a defined timetable.
Similarly, lead compounds further advanced by Bayer will also be subject to
diligent development according to a defined timetable. Throughout this process,
select targets, configured assays, and lead compounds of high strategic value to
Bayer will be designated for exclusive use by Bayer.
Bayer will have worldwide responsibility for marketing the small molecule drugs
it chooses to develop from the targets delivered by Millennium. Additionally,
Bayer will pay royalties to Millennium on the sale of any marketed products
developed from the collaborative effort.
"This collaboration provides a secure financial foundation for Millennium's
current drug discovery efforts, as well as critical financial and non-financial
resources for the forward-integration of our own proprietary drug development
efforts," said Mr. Holtzman.
Millennium, a leading drug discovery and development company, employs
large-scale genetics, genomics, high throughput screening and informatics in an
integrated science and technology platform. This innovative drug discovery
platform is applied across the entire healthcare sector, from gene
identification through patient management, to accelerate and transform the
discovery and development of proprietary therapeutic and diagnostic products and
services. Headquartered in Cambridge, Massachusetts, Millennium and its
affiliates currently employ more than 620 people.
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MILLENNIUM REACHES OVER $1 BILLION IN TOTAL PHARMACEUTICAL ALLIANCE FUNDING
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 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 collaborative agreements; the impact of competitive products
and technological changes; 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, 1997 as
filed on March 31, 1998.
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Editor's Note: This release and background materials are available on the
Millennium website
at: http://www.mlnm.com
Editor's Note: For additional information, please call Sally McCraven
at (617) 577-3548 or
Neil Cohen at (212) 696-4455, x205.
