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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): November 10, 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 November 11, 1998, Millennium Pharmaceuticals, Inc. ("MPI") issued a
press release announcing that it had received a payment of $130 million from
Bayer AG ("Bayer") as a result of the expiration of the Hart Scott Rodino
waiting period for review of the drug discovery alliance between MPI and Bayer.
A copy of the press release is attached to this Current Report on Form 8-K as
Exhibit 99.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
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: November 30, 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 Press Release dated November 11, 1998.
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Exhibit 99
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MILLENNIUM RECEIVES $130 MILLION IN LICENSE FEES AND
EQUITY PAYMENTS FROM ALLIANCE WITH BAYER AG
- HART SCOTT RODINO WAITING PERIOD EXPIRES -
CAMBRIDGE, MASS., NOVEMBER 11, 1998 -- Millennium Pharmaceuticals, Inc. (Nasdaq:
MLNM) announced today that it has received a payment of $130 million from Bayer
AG, as a result of the expiration of the Hart Scott Rodino waiting period for
review of a drug discovery alliance between the two companies. The payment
represents an up-front license fee of $33.4 million and an equity investment of
$96.6 million representing approximately a 14% interest in Millennium.
In September 1998, Millennium and Bayer announced the formation of a major new
alliance, believed to be one of the largest to date, in the field of
pharmaceutical drug discovery. 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. Over the five-year term of the alliance,
Bayer will provide funding to Millennium in a combination of license fees,
annual research funding and performance fees which could total up to $335
million, in addition to the $130 million received today.
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 680 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.
This press release contains forward-looking statements that involve a number of
risks and uncertainties. Among the factors that could cause actual results to
vary from those indicated in such forward looking statements include
uncertainties relating to the gene identification, drug discovery and clinical
development process; changes in relationships with strategic partners and
dependence on 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 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 fillings made by
Millennium
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with the Securities and Exchange Commission including but not limited to 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.
