<PAGE>
UNITED STATES
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
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Date of Report (Date of earliest event reported):
JUNE 13, 2000
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BIOSANTE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
WYOMING 000-28637 58-2301143
(State or Other of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)
175 OLDE HALF DAY ROAD
LINCOLNSHIRE, ILLINOIS 60069
(Address of principal executive offices) (Zip Code)
(847) 793-2434
(Company's telephone number, including area code)
NOT APPLICABLE.
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On June 13, 2000, BioSante Pharmaceuticals, Inc., a Wyoming corporation
("BioSante"), entered into a license agreement and a supply agreement with
Permatec Technologie, AG, a corporation organized under the laws of Switzerland
("Permatec"), covering four hormone products for the treatment of testosterone
deficiency in men and estrogen deficiency in women. Three of the four new
products licensed by BioSante are gel formulations of testosterone (the natural
male hormone), estradiol (the natural female hormone) and a combination of
estradiol and a progestogen (another female hormone). The fourth product is an
estradiol patch.
LICENSE AGREEMENT
Under the terms of the license agreement, Permatec has granted BioSante
an exclusive license, with the right to grant sublicenses, to develop and, after
receipt of all necessary approvals, market the products in the following
countries: United States, Canada, Mexico, Israel, Australia, New Zealand, China,
Malaysia, Indonesia and South Africa, except that BioSante's rights to market
the combined estradiol and progestogen product extend only to the United States
and Canada. BioSante has an option to add additional countries to the covered
territories. BioSante also has an exclusive right of first offer to develop and
market in the United States, Canada, Japan and any other country listed above
not already licensed to third parties or subject to a third party's right of
first refusal, and to enter into a respective license therefore, another
proposed gel formulation product currently being developed by Permatec. In
addition to this product, Permatec has agreed to license to BioSante another gel
formulation product that Permatec is currently developing in the event Permatec
does not previously enter into a license agreement for that product with another
party.
In consideration for the license, BioSante has agreed to pay Permatec
an initial license fee, a portion of which may be applied against future royalty
payments and/or sublicense up front payments. In addition, BioSante must pay
Permatec a royalty based on a certain percentage of the aggregate net sales for
each product sold in each country, commencing with the first commercial sale of
any of the products, and thereafter with respect to each such product until the
later of: (1) the expiration of the last to expire patents applicable to such
product in such country and (2) the tenth anniversary of the first commercial
sale of such product in such country. In addition to the up-front license fee
and royalty payments, BioSante must make certain milestone payments upon the
attainment of certain milestones relating to the development and commercial sale
of the products. In the event BioSante sublicenses any of the products in any
portion of the territories, BioSante must pay Permatec a certain percentage of
any up-front or sublicense or milestone payments received from such
sublicensees. In the event BioSante licenses the two additional gel formulation
products that Permatec is currently developing, BioSante must pay Permatec an
additional license fee, milestone payments and royalties based on a certain
percentage of net sales.
The term of the license agreement will expire on a country-by-country
and product-by-product basis when the royalties expire, at which time BioSante
will have a fully paid-up exclusive license regarding the applicable product in
such country. The parties may terminate the license agreement earlier upon the
occurrence of certain events.
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The license agreement is attached as Exhibit 1 to this report and is
incorporated by reference into this report in its entirety.
SUPPLY AGREEMENT
Under the terms of the supply agreement, Permatec has agreed to
manufacture or have manufactured and sell exclusively to BioSante, and BioSante
has agreed to purchase exclusively from Permatec, BioSante's total requirements
for the products covered under the license agreement between the two parties.
Within two years following the first commercial sale of a product, BioSante has
the right to ask Permatec to assure that a second company becomes qualified as
an alternative manufacturer of the products.
The term of the supply agreement is the longer of 20 years or as long
as BioSante is paying royalties on any product to Permatec under the license
agreement. The parties may terminate the supply agreement earlier upon the
occurrence of certain events.
The supply agreement is attached as Exhibit 2 to this report and is
incorporated by reference into this report in its entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
--- -----------
<S> <C>
10.1* License Agreement dated as of June 13, 2000
between Permatec Technologie, AG and
BioSante Pharmaceuticals, Inc. (filed
herewith)
10.2* Supply Agreement dated as of June 13, 2000
between BioSante Pharmaceuticals, Inc. and
Permatec Technologie, AG (filed herewith)
99.1 Press Release dated June 13, 2000 (filed
herewith)
</TABLE>
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* Confidential treatment has been
requested with respect to
designated portions contained
within document. Such portions have
been omitted and filed separately
with the Securities and Exchange
Commission pursuant to Rule 24b-2
of the Securities Exchange Act of
1934.
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<PAGE>
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.
BIOSANTE PHARMACEUTICALS, INC.
By: /s/ Stephen M. Simes
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Stephen M. Simes
President and Chief Executive Officer
Dated: July 10, 2000
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BIOSANTE PHARMACEUTICALS, INC.
FORM 8-K
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
--- -----------
<S> <C>
10.1* License Agreement dated as of June 13, 2000 between Permatec
Technologie, AG and BioSante Pharmaceuticals, Inc. (filed
herewith)
10.2* Supply Agreement dated as of June 13, 2000 between BioSante
Pharmaceuticals, Inc. and Permatec Technologie, AG (filed
herewith)
99.1 Press Release dated June 13, 2000 (filed herewith)
</TABLE>
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* Confidential treatment has been requested with
respect to designated portions contained within
document. Such portions have been omitted and filed
separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934.
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