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UNITED STATES
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)
January 7, 2000 (December 20, 1999)
ABGENIX, 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 or organization)
000-24207 94-3248826
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Commission File Number (I.R.S. Employer Identification Number)
7601 Dumbarton Circle
Fremont, California 94555
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(Address of principal executive offices)
(510) 608-6500
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(Registrant's telephone number, including area code)
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ABGENIX, INC.
FORM 8-K
JANUARY 7, 2000
ITEM 5. OTHER EVENTS
On December 20, 1999, Abgenix announced that it will become the sole
owner of the XenoMouse-TM- by acquiring all of the interest in the technology
owned by JT America Inc. The press release has been filed as an exhibit to
this Report on Form 8-K.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunder duly authorized.
ABGENIX, INC.
Date: January 6, 1999
/s/ R. SCOTT GREER
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R. Scott Greer
President and Chief Executive Officer
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS (in accordance with Item 601 of Regulation S-K)
99.1 Press Release of Abgenix regarding the sole ownership of
XenoMouse fully human antibody.
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ABGENIX, INC.
Report on Form 8-K
dated January 7, 2000
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT NAME
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99.1 Press Release of Abgenix regarding the sole ownership of
XenoMouse fully human antibody.
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EXHIBIT 99.1
PRESS RELEASE
ABGENIX TO BECOME SOLE OWNER OF XENOMOUSE FULLY HUMAN ANTIBODY TECHNOLOGY
- - Abgenix to Acquire Japan Tobacco's Interests in Xenotech Joint Venture --
CONTACTS
Kurt Leutzinger Abgenix, Inc.
Vice President and
Chief Financial Officer
510-608-6575
and
Marion Glick
Porter Novelli
(212) 601-8273 Abgenix, Inc.
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FREMONT, CALIFORNIA -- December 20, 1999 -- Abgenix, Inc. (Nasdaq: ABGX) will
become the sole owner of the XenoMouse-TM-, a leading technology for
generating fully human antibody drugs useful in treating a wide range of
diseases, by acquiring all of the interest in the technology owned by JT
America Inc. (JT America). Under the agreements signed today, Abgenix will
pay $47 million to JT America for its 50 percent interest in Xenotech, Inc.,
and Xenotech, L.P., (Xenotech), an equally owned limited partnership between
the two companies that created the XenoMouse. Abgenix will also pay $10
million as compensation to Japan Tobacco, Inc. (JT) to relinquish certain
option and license rights it is currently entitled to. The acquisition,
expected to close by year-end, is contingent upon approval under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
"Abgenix's acquisition of Japan Tobacco's share of the Xenotech partnership
reflects our profound enthusiasm for the commercial potential of the
XenoMouse technology," stated R. Scott Greer, president and CEO of Abgenix.
"With sole ownership of this industry-leading technology, we will capture 100
percent of the value of the XenoMouse technology deals executed to date as
well as remove limits on the number and form of deals Abgenix can do in the
future. For example, our recently completed multi-product alliances with two
leading genomics companies, Human Genome Sciences and CuraGen, will be
facilitated by this transaction."
Under the arrangement, JT will have a research license to use XenoMouse
technology and options to license the technology for a small number of
antigen targets each year. Abgenix also will provide JT with licenses to
related technology. In return for these licenses, JT will pay Abgenix $10
million. JT also retains options to, or licenses on, several antigen targets
it has previously nominated under the Xenotech structure. For all antibody
products generated using XenoMouse technology and developed by JT, JT will
make license fee payments to Abgenix as well as royalty payments on any
product sales.
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"Including Japan Tobacco, we have 15 XenoMouse partners pursuing at least 20
product candidates, a number we expect to grow at an accelerating pace,"
Greer noted. "Japan Tobacco has been a tremendously supportive partner for us
over the years, and we look forward to continuing to work with them under the
new arrangement."
A former subsidiary of JT America and Cell Genesys formed Xenotech, an
equally owned limited partnership, in 1991. When Cell Genesys created Abgenix
in 1996 as a wholly owned subsidiary, Cell Genesys assigned its interest in
Xenotech to Abgenix. JT and its subsidiaries invested more than an estimated
$40 million in the creation of XenoMouse technology.
"Japan Tobacco is proud to have contributed to the creation of XenoMouse
technology; however, our strategy regarding XenoMouse technology has evolved
as our pharmaceutical business has grown," stated Mr. Takashi Kato, Managing
Director, Pharmaceutical Division of JT. "Our emphasis now will be on
generating antibody products for our pharmaceutical division to market itself
rather than on creating a royalty based income stream."
Abgenix developed XenoMouse-TM- technology to enable the rapid generation of
high affinity, fully human antibody product candidates to essentially any
disease target appropriate for antibody therapy. Abgenix has collaborative
arrangements with multiple pharmaceutical and biotechnology companies
involving its XenoMouse technology. In addition, Abgenix has multiple
proprietary antibody product candidates under development internally, three
of which are in human clinical trials for graft-versus-host disease,
psoriasis, rheumatoid arthritis, and cancer.
Abgenix also collaborates with the U. S. Army Medical Research Institute of
Infectious Diseases in which the Army uses the XenoMouse technology to make
fully human antibodies that will be tested for their ability to provide
protection against filovirus and poxvirus infections. Filoviruses, such as
Ebola virus and Marburg virus, and poxviruses, including smallpox, pose a
potential biological warfare or bioterrorism threat.
Antibodies are naturally occurring proteins that the body's immune system
uses to combat many diseases. As therapeutic products, antibodies have
several potential advantages over other therapies. The highly specific
interaction between an antibody and its target may, for example, reduce
unwanted side effects that may occur with other therapies. Fully human
antibodies are desirable because they avoid the risk of rejection present
with mouse or partial mouse antibodies.
Abgenix is a biopharmaceutical company that develops and intends to
commercialize antibody therapies for the treatment of such conditions as
transplant-related diseases, inflammatory and autoimmune disorders,
cardiovascular disease, infectious diseases, and cancer. For more information
on Abgenix, visit the company's Web site at www.abgenix.com.
STATEMENTS MADE IN THIS PRESS RELEASE ABOUT ABGENIX'S XENOMOUSE TECHNOLOGY,
PRODUCT DEVELOPMENT ACTIVITIES AND COLLABORATIVE ARRANGEMENTS OTHER THAN
STATEMENTS OF HISTORICAL FACT, ARE FORWARD LOOKING STATEMENTS AND ARE SUBJECT
TO A NUMBER OF UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THE STATEMENTS MADE, INCLUDING RISKS ASSOCIATED WITH THE
SUCCESS OF CLINICAL TRIALS, THE PROGRESS OF RESEARCH AND PRODUCT DEVELOPMENT
PROGRAMS, THE REGULATORY APPROVAL PROCESS, COMPETITIVE PRODUCTS, FUTURE
CAPITAL REQUIREMENTS AND THE EXTENT AND BREADTH OF ABGENIX'S PATENT
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PORTFOLIO. PLEASE SEE ABGENIX'S PUBLIC FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR INFORMATION ABOUT RISKS THAT MAY AFFECT ABGENIX.
