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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): February 22, 1999
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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.)
238 Main Street
Cambridge, MA 02142
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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 February 22, 1999, Millennium Pharmaceuticals, Inc. ("MPI") issued a
press release announcing that Millennium Predictive Medicine, Inc., a wholly
owned subsidiary of MPI ("MPMx"), had entered into a strategic alliance in the
diagnostics field with Becton Dickinson and Company ("Becton Dickinson"). A copy
of the press release is attached to this Current Report on Form 8-K as Exhibit
99. The strategic alliance between MPMx and Becton Dickinson is subject to
clearance under the Hart-Scott-Rodino Antitrust Improvements Act.
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: March 10, 1999 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 February 22, 1999.
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EXHIBIT 99
MILLENNIUM PREDICTIVE MEDICINE AND BECTON DICKINSON ESTABLISH RESEARCH
ALLIANCE IN DIAGNOSTICS INDUSTRY
- $70 MILLION ALLIANCE WITH GOAL OF DEVELOPING DIAGNOMIC(TM)
AND PHARMACOGENOMIC PRODUCTS -
CAMBRIDGE, Mass., February 22, 1999 -- Millennium Predictive Medicine, Inc.
(MPMx), a wholly-owned subsidiary of Millennium Pharmaceuticals, Inc. (Nasdaq:
MLNM), today announced that it has entered into a strategic alliance in the
diagnostics field with Becton Dickinson and Company (NYSE: BDX). This is MPMx's
first commercial alliance. The five-year, genomics-based research collaboration
will focus on several areas of oncology.
The goal of the alliance is to develop Diagnomic(TM) and pharmacogenomic
tests for cancer patients. Diagnomics(TM) are molecular diagnostics that can
describe a patient's current medical condition and provide prognostic and
therapeutic information. Pharmacogenomics is the study of how a patient's genes
determine his or her response to a specific therapeutic. Overall, the alliance
will aim to develop tests designed to provide individualized diagnostic and
prognostic information, assist in treatment selection for patients with cancer,
and improve the prediction of patient healthcare outcomes. MPMx will supply
markers which are clinically validated to Becton Dickinson for the following
cancers: melanoma, cervical, breast, ovarian, uterine, prostate, and colon. MPMx
and Becton Dickinson will jointly determine which tests, from among staging,
screening and pharmacogenomics, will be developed for each type of cancer
included in the alliance.
The terms of this five-year alliance include Becton Dickinson providing an
$18 million upfront equity investment and licensing fee to MPMx, with $15
million in the form of an equity investment for approximately an 11 percent
voting interest in MPMx, and a $3 million licensing fee. Becton Dickinson will
also pay MPMx up to $51.5 million in research funding and additional annual
license fees, over the five-year term. Becton Dickinson will pay milestones and
royalties to MPMx in connection with the commercialization and sale of any
products developed through the alliance.
"Becton Dickinson, a leader in the diagnostics industry, is an ideal
partner for MPMx and our efforts in the area of Diagnomics(TM). Their experience
and resources, combined with our unique expertise and access to Millennium's
integrated platform and existing knowledge, represent tremendous potential for
the creation of important products for oncology," said Kenneth Conway, president
of MPMx. "This alliance is a first major step in the implementation of our
strategy to form synergistic alliances with both diagnostic and pharmaceutical
companies for the development of patient management, pharmacogenomic and
Diagnomic(TM) products in oncology and many other fields," Mr. Conway added.
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The first clinical marker MPMx will deliver to Becton Dickinson,
melastatin, is in advanced clinical studies in melanoma. MPMx and Becton
Dickinson intend to develop this patented marker into the first home-brew
product of the alliance. A home-brew product is a non-FDA approved in vitro test
available to physicians through a Good Manufacturing Practices (GMP)-approved
clinical laboratory.
Becton Dickinson will receive exclusive rights to all Diagnomic(TM)
products (with the exception of colon cancer Diagnomic(TM) products for which it
will have co-exclusive rights), and co-exclusive rights to all pharmacogenomic
products, developed in the collaboration. The rights to all therapeutic
discoveries and to all products outside of the specific cancers included in the
alliance will be retained by MPMx.
The MPMx-Becton Dickinson collaboration is subject to Hart-Scott-Rodino
Antitrust Improvements Act clearance. Additional financial terms were not
disclosed.
"Our alliance with MPMx will provide us with access to key diagnostics and
pharmacogenomics expertise to enhance the content of our diagnostic platform. We
believe that this will enable us to move into a new, high value market and takes
us closer to key clinical decision points and patient management," said Caroline
Popper, M.D., M.P.H., General Manager, Becton Dickinson. "We believe this is a
critical step which could allow us to develop a leadership position in the
oncology market and contribute to enhanced patient care," Dr. Popper added.
"The Becton Dickson-MPMx alliance demonstrates, once again, the value and
the breadth of Millennium's integrated science and technology platform and the
value we have created in our subsidiaries. The same platform we are using to
discover and develop small molecule and biotherapeutic drug candidates is being
effectively applied to the discovery and development of important
pharmacogenomic and Diagnomic(TM) products," said Mark Levin, chief executive
officer of Millennium Pharmaceuticals, Inc. "In addition to providing Millennium
with potential near-term products, the results of this alliance should bring us
closer to our goal of delivering personalized medicine to patients through a
combination of breakthrough therapeutic and diagnostic tools," Mr. Levin added.
Melastatin is a protein encoded by a novel human gene identified by
Millennium in 1994. Millennium was issued two patents covering the mouse and
human genes encoding melastatin in 1997. Melastatin may function as a metastasis
suppressor in malignant melanoma, a serious form of skin cancer; it also appears
to be a clinical marker for non-metastatic melanoma. The expression of
melastatin correlates inversely with melanoma tumor thickness, the current
predictor of patient outcome. The loss of melastatin expression is correlated
with progression to metastasis in melanoma.(1)
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Becton Dickinson, a global medical technology company, headquartered in
Franklin Lakes, New Jersey, manufactures and sells a broad range of medical
supplies and devices and diagnostics systems for use by healthcare
professionals, medical research institutions, industry and the general public.
Revenues for the company exceeded $3.1 billion last fiscal year.
Millennium Predictive Medicine, Inc., a wholly-owned subsidiary of
Millennium Pharmaceuticals, Inc. is developing genomic- and proteomic-derived
products and services to accelerate and improve the diagnosis, treatment and
prediction of disease.
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 700 people.
(1) Reference: Duncan L, Deeds J, Hunter J, et al. Down-regulation of the
novel gene melastatin correlates with potential for melanoma metastasis. Cancer
Res. 1998;58:1515-1520.
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; the successful development and
commercialization of pharmacogenomic and Diagnomic(TM) products, 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 regulatory approval; and uncertainties relating to the
ability of Millennium and its affiliates 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.
This release is available on Millennium's home page at http://www.mlnm.com.
