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): June 28, 1999
XOMA LTD.
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(Exact name of registrant as specified in its charter)
BERMUDA
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(State or other jurisdiction of incorporation)
0-14710 94-2756657
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(Commission File Number) (IRS Employer Identification No.)
2910 Seventh Street, Berkeley, California 94710
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (510) 644-1170
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On June 28, 1999, XOMA Ltd. issued the announcement attached hereto as
Exhibit 1, which is incorporated herein by reference.
Item 7. Exhibits
1. Press Release dated June 28, 1999
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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.
Dated: July 1, 1999 XOMA LTD.
By: /s/ Christopher J. Margolin
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Christopher J. Margolin
Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Number Description
1. Press Release dated June 28, 1999
Exhibit 1
Allergan:
Investor Relations: Jeff Edwards 714-246-4636
Media Relations: Ira Haskell 714 246-4515
XOMA:
Ellen Martin 510-644-1170 or 1-800-BIO-XOMA
Thomson IR: Juliane Snowden or Tariq Jawad
212-510-9346 XOMA home page @
http://www.xoma.com
XOMA LICENSES TO ALLERGAN USE OF RECOMBINANT BPI IN
COMBINATION ANTI-INFECTIVE OPHTHALMIC PRODUCTS
Antibiotic-Resistant Bacteria Targeted
Berkeley and Irvine, CA -- June 28, 1999 -- XOMA Ltd. (Nasdaq: XOMA) and
Allergan (NYSE: AGN) today announced a licensing agreement under which Allergan
will have exclusive rights to use XOMA's recombinant BPI ("rBPI") in combination
with other anti-infectives in products to treat ophthalmic infections. BPI,
bactericidal/permeability-increasing protein, is a naturally occurring human
host-defense protein with multiple anti-infective properties and XOMA's primary
drug development platform.
"XOMA's rBPI in combination with Allergan's anti-infectives may offer an
important new approach to developing products that meet the clinical need for
novel weapons against ophthalmic infections," said David E. I. Pyott, President
and Chief Executive Officer of Allergan. "A number of pathogenic bacterial
strains are showing increased resistance to currently available antibiotics,
creating growing concern among the medical community. Allergan intends to
address this need by developing products that make use of rBPI's synergy with
antibiotics, including potential use against resistant strains of bacteria."
Under the terms of the agreement, XOMA will receive an upfront payment and
additional payments upon achievement of certain milestones totaling $11 million.
In addition, Allergan will pay all future development costs for any products
developed under this agreement. XOMA will be entitled to future royalties on net
sales worldwide of Allergan's anti-infective products that include rBPI. Lastly,
the relationship includes a product supply agreement, whereby a XOMA affiliate
will manufacture rBPI for Allergan.
"We are pleased to have signed our first rBPI collaboration, and delighted that
Allergan is our partner," said Jack Castello, Chairman, President and CEO of
XOMA. "Allergan represents an ideal collaborative partner for us in
ophthalmology. They have shown a willingness to make a significant financial
commitment not only in payments to XOMA, but also in future product development
spending. More importantly, they have a track record of developing products that
are successful in the marketplace. They have a number of established product
lines backed by a solid worldwide marketing and sales infrastructure."
XOMA has been researching ophthalmic applications of BPI since 1995 under its
I-PREX(TM) topical rBPI ophthalmic program. Preclinical studies at XOMA
originally demonstrated rBPI21's
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antibacterial and anti-angiogenic activities. Formulations of rBPI21 were also
shown to be active in additional studies done in collaboration with Dr. Mark
Abelson and associates at the Schepen's Eye Research Institute, an affiliate of
the Harvard Medical School. Formulations of rBPI21 have also been shown by XOMA
scientists and outside collaborators to act synergistically with all major
classes of antibiotics against many strains of antibiotic-resistant bacteria.
XOMA Ltd. develops and manufactures biopharmaceuticals at facilities located in
Berkeley and Santa Monica, California. Medical targets include bacterial and
fungal infections, infectious complications, such as those that may follow
trauma or surgery, immunologic and inflammatory disorders. In addition to its
ongoing I-PREX(TM) program, XOMA has several BPI-derived products in
development. NEUPREX(R), a systemic anti-infective product is in Phase III
trials for two indications. Antifungal (Mycoprex(TM)) and antiangiogenic
compounds are in preclinical development. BPI was discovered in white blood
cells by Peter Elsbach, MD, and Jerrold Weiss, PhD, at New York University
School of Medicine (NYU) in 1978. XOMA has collaborated with NYU since 1991 to
extend and apply BPI-related research to pharmaceutical development.
Allergan, headquartered in Irvine, California, is a technology-driven, global
health care company, providing eye care and specialty pharmaceutical products
worldwide. Allergan develops and commercializes products in eye care,
pharmaceutical, ophthalmic surgical device, over-the-counter contact lens care,
movement disorder and dermatological markets that deliver value to customers,
satisfy unmet medical needs and improve patients' lives.
Any of the above statements that refer to estimated or anticipated future
results, such as statements regarding product development and future product
marketing and sales, or that otherwise relate to future periods, are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such
statements reflect each company's current analysis of existing trends and
information. Actual results could differ from current expectations based on a
number of factors, including changing competitive, regulatory and market
conditions, the timing and uncertainty of the results of both research and
development and regulatory processes; uncertainties regarding the legal
standards applicable to biotechnology and pharmaceutical patents; actions by the
U.S. Food and Drug Administration or the U.S. Patent and Trademark Office; and
performance, including the approval, introduction and consumer acceptance, of
new products. Actual results could differ materially from those projected in
this release. As a result, the reader is cautioned not to rely on these
forward-looking statements. Allergan and XOMA each disclaim any intent or
obligation to update these forward-looking statements.
Additional information concerning these factors can be found in news releases as
well as in each company's public periodic filings with the Securities and
Exchange Commission, including XOMA's 1998 Form 10-K and the discussion under
the heading "Certain Factors and Trends Affecting Allergan and Its Businesses"
in Allergan's 1998 Form 10-K as well as other SEC filings. Allergan's filings
are available publicly and upon request from Allergan's Investor Relations
Department: 714-246-4636 or http://www.allergan.com. XOMA's filings are
available publicly, at http://www.xoma.com, and upon request from XOMA Investor
Relations: 510 644 1170.
