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 24, 2000
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 52-2154066
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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 January 25, 2000, XOMA Ltd. issued the announcement attached hereto as
Exhibit 1, which is incorporated herein by reference.
Item 7. Exhibits
1. Press Release dated January 24, 2000.
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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: January 25, 2000 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 January 24, 2000
Exhibit 1
Baxter Media Contact: Mary Thomas, (847) 948-2815
Tali Kaplan, (818) 550-4680
Baxter Investor Contact: Neville Jeharajah, (847) 948-2875
XOMA contacts: Ellen Martin or Peter Davis (510) 644-1170
Rhonda Chiger, Thomson IR (212) 510-9280
BAXTER AND XOMA ENTER AGREEMENT FOR NEUPREX IN
MENINGOCOCCEMIA AND RELATED FUTURE INDICATIONS
DEERFIELD, IL and BERKELEY, CA, January 24, 2000 - Baxter Healthcare Corporation
(NYSE: BAX) and XOMA Ltd. (Nasdaq: XOMA) announced today an agreement in which
Baxter's Hyland Immuno division has acquired the worldwide rights to XOMA's
NEUPREX(R) (rBPI21) for treatment of meningococcemia and all future
anti-bacterial and anti-endotoxin indications.
The terms of the agreement call for XOMA to receive upfront and other payments
related to the meningococcemia indication aggregating $35 million. Additional
payments will be made upon the achievement of development milestones for future
indications. Baxter will pay all future clinical development costs as well as
royalties appropriate for a late-stage product. Under a separate supply
agreement, a XOMA affiliate will manufacture the product for Baxter at its
Berkeley facilities; Baxter has future rights to manufacture the product.
XOMA's meningococcemia Phase III trial tested the NEUPREX(R) product in nearly
400 patients. The U.S. and U.K. study was the largest clinical trial ever
conducted in children and teenagers with this serious and debilitating bacterial
infection. The U.S. Food and Drug Administration (FDA) has granted the product
Subpart E designation and Orphan Drug status for meningococcemia.
"The science behind NEUPREX(R), and the BPI platform for product development,
are complementary to our recombinant and vaccines businesses," said Thomas
Glanzmann, president, Hyland Immuno. "It serves as an excellent illustration of
the strategic growth underway at Hyland Immuno as we diversify our biotechnology
portfolio."
"We're pleased to have Baxter as our ally," said Jack Castello, chairman,
president and CEO of XOMA. "They have excellent worldwide marketing and sales
capabilities,
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particularly in the critical care and emergency hospital market. With Baxter's
involvement, we believe we can maximize the value of NEUPREX(R) by aiming not
only for meningococcemia but also for a wide variety of other medical
indications."
"I am delighted about this relationship with XOMA," said Norbert Riedel, Ph.D.,
president of Hyland Immuno's Recombinant business. "NEUPREX(R) addresses an
unmet medical need for a critically-ill patient population, and allows Baxter
Hyland Immuno the opportunity to bring this product as quickly as possible to
the patients and their families who so desperately need it."
Outbreaks of meningococcemia have become more frequent in recent years. The
disease is characterized by very rapid onset of life-threatening symptoms with
high mortality. In survivors, gangrene followed by amputation and/or central
nervous system damage are common morbidities. Although the bacteria which cause
meningococcemia are generally controlled by first-line antibiotics, there is no
current treatment for the toxic inflammatory cascade triggered by bacterial
endotoxin that can lead to organ failure, shock and death.
Baxter Healthcare Corporation is the principal domestic operating subsidiary of
Baxter International Inc. Baxter is a global leader in providing critical
therapies for life-threatening conditions, focusing on blood therapies,
medication delivery, renal therapy, and cardiovascular medicine. Baxter offers
products and services that are used by health-care providers and their patients
in 112 countries. Baxter's Hyland Immuno division develops and produces
therapeutic proteins from plasma and through recombinant methods to treat
hemophilia, immune deficiencies and other blood-related disorders. Hyland
Immuno's portfolio of therapies includes coagulation factors, immunoglobulins,
albumin, wound management products, and vaccines.
XOMA develops and manufactures biopharmaceuticals at facilities located in
Berkeley and Santa Monica, California. Medical targets include bacterial and
fungal infections, infectious complications and immunologic and inflammatory
disorders. The company's primary drug development platform is BPI
(bactericidal/permeability-increasing protein), a human protein found in white
blood cells (neutrophils) and one of the body's natural defenses against
infections. BPI was discovered by Peter Elsbach, MD, and Jerrold Weiss, PhD, at
New York University School of Medicine. For further information, please visit
XOMA's web site at www.xoma.com.
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XOMA will host a conference call on Monday, January 24 at 2pm PST (5pm EST).
U.S. callers please use 1(800) 230-1093; outside the United States call (612)
288-0318
This news release contains forward looking statements that involve risks and
uncertainties, including those related to timing or results of pending or future
clinical trials, changes in
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the status of collaborative relationships, actions by the U.S. Food and Drug
Administration or the U.S. Patent and Trademark Office, technological advances
in the medical field, product demand and market acceptance, the effect of
economic conditions, the impact of competitive products and pricing, foreign
currency exchange rates and other risks detailed in the companies' filings with
the Securities and Exchange Commission. These forward-looking statements are
based on estimates and assumptions made by management of the companies and are
believed to be reasonable, though are inherently uncertain and difficult to
predict. Actual results or experience could differ materially from the
forward-looking statements.
