<PAGE> 1
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):
December 17, 1997
ALPHA 1 BIOMEDICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-15070 52-1253406
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
6707 Democracy Boulevard
Suite 111
Bethesda, MD 20817
(Address, including Zip Code, of principal executive offices)
Registrant's telephone number, including area code:
301-564-4400
<PAGE> 2
Item 5. Other Events
The Press Release dated December 17, 1997 for Alpha 1 Biomedicals,
Inc. attached as Exhibit 1 is incorporated by reference.
Item 7. Exhibits
(1) Press Release, dated December 17, 1997
<PAGE> 3
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 thereunto duly authorized.
Date: December 17, 1997 ALPHA 1 BIOMEDICALS, INC.
By: /s/ R.J. Lanham
---------------------
R.J. Lanham
Vice President &
Chief Financial Officer
<PAGE> 1
EXHIBIT 1
FOR IMMEDIATE RELEASE
CONTACT: R. J. Lanham Michael L. Berman
Vice President President and
Chief Financial Officer Chief Executive Officer
301-564-4400 301-564-4400
ALPHA 1 BIOMEDICALS, INC.
COMPLETES THE SALE OF RIGHTS TO ZADAXIN(R) THYMOSIN ALPHA 1
BETHESDA, MARYLAND, DECEMBER 17, 1997 -- ALPHA 1 BIOMEDICALS, INC. (OTC
BULLETIN BOARD:ALBM) today announced the signing of an agreement whereby the
Company's royalty rights relating to Thymosin alpha 1 will be sold to SciClone
Pharmaceuticals, Inc. (Nasdaq: SCLN). SciClone originally licensed from the
Company the rights to Thymosin alpha 1 in certain territories in 1990, with an
expanded license completed in 1994. SciClone currently markets Thymosin alpha
1 under the trademark ZADAXIN.
The agreement provides for an aggregate purchase price of $1.93 million,
consisting of $130,000 in cash and $1.8 million of SciClone common stock. In
exchange, SciClone will no longer pay royalties to Alpha 1 on future sales of
ZADAXIN. The transaction, which is subject to approval by Alpha 1's
shareholders and certain other conditions, is expected to close in March 1998.
"Importantly, this allows Alpha 1 to realize near term value from its remaining
rights, to effect a substantial reduction in its outstanding liabilities and
pursue the development of Thymosin beta 4 as well as new in-licensing business
opportunities," according to Michael Berman, Alpha 1's President and Chief
Executive Officer. "By transferring to SciClone our remaining rights and
responsibilities for Thymosin alpha 1, it gives SciClone maximum flexibility
and control in the commercialization of its ZADAXIN product."
During 1997, the Company entered into a Material Transfer Agreement-Cooperative
Research and Development Agreement ("MTA-CRADA") with the National Institutes
of Health ("NIH"), whereby the NIH investigator will use Thymosin beta 4
material provided by the Company in a wound healing study. In exchange, the
Company may license from the NIH any patent rights that might result from the
research study that relate to the use of Thymosin beta 4 as a wound healing
treatment. These studies are continuing.
Any statements which are not actual facts contained in this document are
forward looking statements that involve risks and uncertainties, including but
not limited to, those relating to product demand, pricing, market acceptance,
the effect of economic conditions, intellectual property rights and litigation,
clinical trials, governmental regulations, competitive products, risks in
product and technology development, the results of financing efforts, the
ability to complete transactions and other risks identified in other of the
Company's Securities and Exchange Commission filings.
***/***
