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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
Date of Report (Date of earliest event reported) March 10, 1995
Chiron Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-12798 94-2754624
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4560 Horton Street, Emeryville, CA 94608
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 655-8730
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ITEM 5. OTHER EVENTS.
On March 10, 1995, Chiron Corporation and Genelabs Technologies, Inc.,
issued a press release, the text of which is attached hereto as Exhibit 99.1,
announcing that they have signed a heads of agreement to form a worldwide
diagnostics alliance.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Sequentially Numbered
Exhibit Number Page
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99.1 Press Release dated
March 10, 1995
referred to in Item 5 above.
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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.
CHIRON CORPORATION
Date: March 13, 1995 By:
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William G. Green
Senior Vice President and
General Counsel
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Exhibit 99.1
CHIRON NEWS RELEASE
RELEASE DATE: Immediate
[Logo]
CONTACT: Larry Kurtz
Vice President, Corporate Communications
Chiron
(510) 601-2476
or
Frank F.C. Kung
President and Chief Executive Officer
Genelabs Technologies, Inc.
(415) 369-9500
CHIRON AND GENELABS ANNOUNCE
WORLDWIDE DIAGNOSTICS ALLIANCE
EMERYVILLE AND REDWOOD CITY, CALIF., MARCH 10, 1995 -- Chiron Corporation
(NASDAQ:CHIR) and Genelabs Technologies, Inc., (NASDAQ:GNLB) jointly
announced today that they have signed a heads of agreement to form a
worldwide diagnostics alliance. The alliance is intended to capitalize
on both companies' proprietary positions in hepatitis and retrovirus
technologies, as well as their expertise in developing and marketing in
vitro diagnostic products, to enhance each other's diagnostic businesses.
Under terms of the agreement, Genelabs will enter into a worldwide,
non-exclusive licensing agreement allowing Chiron and its partners to
develop and commercialize products for the diagnosis and screening of
Genelabs' newly discovered hepatitis G virus (HGV). In consideration for
the license, Genelabs and Chiron have agreed to cross-license each other
on certain product and market rights for hepatitis and retrovirus
technologies, including Chiron's hepatitis C virus (HCV). Genelabs will
have rights to commercialize Western Blot and rapid diagnostic tests in
Asia, other than Japan. The alliance also resolves any potential
conflict between the two companies with respect to HCV intellectual
property.
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Chiron and Genelabs Form Worldwide Diagnostic Alliance
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Genelabs will receive from Chiron license and milestone payments for
HGV and an equity investment which together could total $24 million.
Future royalty payments between the two companies will be based on sales of
each other's products.
While the two companies negotiate a definitive agreement, Chiron will
provide $5 million to Genelabs, all creditable toward Chiron's licensing
payments or its $10 million investment in newly issued Genelabs
convertible preferred stock. Five years after closing, Chiron can
convert its preferred stock either into Genelabs common stock at a price
up to $3 per share, or apply it to half the purchase price of a new,
to-be-formed company holding virtually all diagnostic interests of
Genelabs. The agreement includes a mechanism for negotiating the price
for the remainder of this diagnostic business. In addition to its
initial payments for HGV rights and its investment, Chiron will pay up to
$9 million to Genelabs for the development of HGV diagnostics.
Chiron's agreement to provide licenses for its hepatitis and retrovirus
diagnostic technologies to Genelabs requires the approval of Ortho
Diagnostic Systems, Inc., Chiron's immunodiagnostics joint business
partner. Chiron intends to offer to Ortho participation in the
diagnostics alliance as an equal partner.
"We view this relationship as a perfect fit for the continued
development and worldwide commercialization of our newly discovered
hepatitis G virus," said Frank F.C. Kung, Ph.D., president and chief
executive officer of Genelabs. "Chiron and Ortho already have been
through the process of diagnostic product development for HCV, and they
know the market for transfusion-associated hepatitis well. With their
help, and our experience in commercializing our discovery of hepatitis E
virus, Genelabs has the ability to get the product approved on an
international basis quickly."
"Genelabs also is excited about gaining access to HCV for our
diagnostic business," continued Kung. "We now have the additional key
technology and product diversity to participate more significantly in the
emerging Asian markets for biotechnology based healthcare products."
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Chiron and Genelabs Form Worldwide Diagnostic Alliance
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"This agreement significantly strengthens the already important
position of the Chiron-Ortho joint business as a leader in hepatitis and
retrovirus diagnostics, and creates opportunities for Genelabs to
continue to build its diagnostics business," said William G. Gerber,
M.D., Chiron vice president and president, Chiron Diagnostics. "We
believe that HGV is a relevant infectious agent. Probe tests,
immunoassays and blood screening tests for HGV will be necessary and
valuable products in Chiron's encompassing approach to the diagnosis,
treatment and prevention of all types of hepatitis."
Chiron and Genelabs have been leaders in characterizing a series of
new infectious agents, particularly in the field of hepatitis.
The discovery of HGV was made by scientists at Genelabs working
collaboratively with investigators at the Centers for Disease Control
(CDC) and National Institutes of Health (NIH), based on information
indicating that residual cases of viral hepatitis remained unaccounted
for after testing for hepatitis A, B and C viruses. This discovery is a
second example of a new hepatitis virus discovered by Genelabs in
collaboration with government researchers. Hepatitis E, the leading cause
of epidemic hepatitis worldwide, was identified by Genelabs and CDC
scientists in 1989.
Chiron scientists characterized hepatitis C virus (HCV) in 1987
following five years of research into the possible cause of what then was
termed non-A, non-B hepatitis, which had eluded dozens of groups working
in larger companies and institutions. Together with its partner Ortho,
Chiron rapidly developed a microplate test to detect the presence of HCV
antibodies, which reached market in Europe and Japan two years after the
discovery.
Chiron's identification of the hepatitis C virus and the subsequent
development of HCV antibody detection tests were unique achievements that
have led to a significant reduction of transfusion-associated hepatitis
around the world. Patents for Chiron's HCV inventions have been issued in
the United States, Europe and Japan.
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Chiron and Genelabs Form Worldwide Diagnostic Alliance
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In 1984, Chiron, using virus isolated by its collaborator Dr. Jay
Levy of the University of California, San Francisco, was first to
sequence the HIV genome. Chiron has been issued patents in the United
States and Europe for its work in HIV.
Established in 1984, Genelabs Technologies, Inc., is an international
biopharmaceutical and diagnostics company focused on viral and
immunological disorders. Genelabs is developing therapeutic and vaccine
products for viral diseases, autoimmune disorders and other
life-threatening or debilitating conditions through its U.S.-based
Biopharmaceutical business, and is developing and marketing a portfolio
of viral diagnostic products through its Singapore-based Diagnostics
business. Genelabs operates in facilities located in Redwood City,
California; Geneva, Switzerland; Leuvan, Belgium; Taiwan, ROC; and
Singapore.
Chiron Corporation, headquartered in Emeryville, California,
applies biotechnology and other techniques of modern biology and chemistry
to develop products intended to improve the quality of life by
diagnosing, preventing and treating human disease with a goal of reducing
overall healthcare costs. Chiron participates in the global healthcare
industry through its businesses in diagnostics, therapeutics, adult and
pediatric vaccines and products for the surgical correction of vision.
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