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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
April 1, 1996
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Date of Report (Date of earliest event reported)
IMRE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-12943 22-2389839
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
401 Queen Anne Avenue North
Seattle, WA 98109
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(Address of principal executive offices)
(206) 298-9400
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(Registrant's telephone number, including area code)
Total number of pages:
Index to Exhibits at Page:
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ITEM 5. OTHER EVENTS.
On March 18, 1996, the Registrant entered into a Termination Agreement with
Baxter Healthcare Corporation (the "Termination Agreement") terminating that
certain exclusive Distribution Agreement dated February 15, 1994, as amended
on March 22, 1995 (the "Distribution Agreement") between the parties. Under
the Termination Agreement, effective May 1, 1996, Registrant may, among other
things, sell its PROSORBA-Registered Trademark- column directly to customers
who had previously purchased PROSORBA-Registered Trademark- columns through
Baxter as well as to any other potential customers who wish to purchase
PROSORBA-Registered Trademark- columns.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
10.1. Termination Agreement dated March 18, 1996 between
Registrant and Baxter Healthcare Corporation.
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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.
IMRE CORPORATION
Dated: April 1, 1996 By: /s/ ALEX P. DE SOTO
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Alex P. de Soto
Chief Financial Officer, Vice
President and Secretary
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION PAGE NO.
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10.1 Termination Agreement dated March 18, 1996 between
Registration and Baxter Healthcare Corporation
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EXHIBIT 10.1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement"), is made and entered as of
March 18, 1996 (the "Effective Date"), by and between BAXTER HEALTHCARE
CORPORATION, a Delaware corporation ("Baxter"), and IMRE CORPORATION, a Delaware
corporation ("IMRE").
RECITALS
WHEREAS, Baxter and IMRE are parties to a distribution agreement, dated as
of February 15, 1994, and amended on March 22, 1995, pursuant to which IMRE has
appointed Baxter as IMRE's exclusive distributor of the PROSORBA-Registered
Trademark- column (the "Column") for use in treating thrombocytopenia in the
United States and Canada (the "Distribution Agreement"); and
WHEREAS, Baxter and IMRE desire to terminate the Distribution Agreement and
to provide for certain obligations of the parties to facilitate such transition;
NOW, THEREFORE, in consideration of these premises and the mutual covenants
set forth herein, the parties hereto agree as follows:
1. TERM OF AGREEMENT. This Agreement commences on the Effective Date and
shall continue in force until its expiration on the first anniversary of the
Effective Date.
2. TERMINATION OF DISTRIBUTION AGREEMENT. On May 1, 1996, the
Distribution Agreement shall terminate in its entirety and forever thereafter be
of no force and effect, except as set forth below. Notwithstanding the
foregoing, Baxter's obligation to make payments owed to IMRE under the
Distribution Agreement shall survive such termination, and Baxter's obligations
under Article 14 (Confidentiality) of the Distribution Agreement shall survive
such termination for five (5) years from the Effective Date.
3. PRE-TERMINATION BAXTER COVENANTS. Prior to May 1, 1996, Baxter shall:
(a) send a letter to all customers who purchased Columns from Baxter
within the six month period prior to the Effective Date, informing them that, as
of May 1, 1996, Baxter no longer will distribute the Columns and that they may
purchase Columns directly from IMRE, and giving them the IMRE 800 number for
placing orders;
(b) provide to IMRE a report listing (i) all existing customer price
contracts that include Columns; (ii) the names of the customers party to such
contracts; and (iii) a summary of the terms relating to Column purchases under
such contracts; such information subject to existing confidentiality limitations
imposed in the individual customer agreements;
1.
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(c) provide to IMRE a list of all Baxter customers who placed orders
for Columns between April 1994 and May 1, 1996, including their names, shipping
and billing addresses, telephone numbers, contact persons and order history;
(d) inform Baxter Quality Assurance and Clinical Education Services
that the Distribution Agreement has terminated and require that such units
inform all entities or persons making Column-related calls and inquiries that
they may call IMRE Clinical Services and inform such entities or persons of
IMRE's 800 telephone number;
(e) return all marketing collateral relating to Columns to IMRE,
including without limitation the sales pieces, reprints, cassettes, portable
exhibit booths, post-its, pens, sales binders, correspondence to field sales and
customers, Fast Facts and presentation materials relating to Columns; provided,
however, that such marketing collateral does not include Baxter's trademarks,
logo, corporate name or similar information; and provided further that any such
marketing collateral that was purchased or prepared by Baxter at its expense
shall be returned only if IMRE agrees to pay Baxter its verifiable costs for
such collateral;
(f) notify attendees at the Santa Fe apheresis conference to be held
in March 1996 (the "Conference"), that as of May 1, 1996, customers may purchase
Columns directly from IMRE. Such notice shall be effected at least by
distributing to all attendees who visit Baxter's booth announcement cards that
describe the change and provide IMRE's address and 800 telephone number. The
announcement cards shall be prepared by IMRE subject to Baxter's reasonable
approval;
(g) the Baxter staff at the Conference shall direct any attendees who
inquire about the Columns or the treatment of thrombocytopenia to speak with the
IMRE representative (if any), who will be permitted to attend Baxter's booth and
distribute IMRE product literature to attendees.
4. ONGOING BAXTER COVENANTS. Commencing on May 1, 1996, and continuing
until the expiration of this Agreement, Baxter shall:
(a) inform all customers inquiring about the purchase of Columns that
they can be ordered directly from IMRE and forward all such inquiries to IMRE
including providing IMRE the name and telephone number of such customers; and
(b) through September 1, 1996, allow IMRE Column customers who seek
reimbursement assistance services to contact HTA directly to obtain such
reimbursement service, provided that IMRE agrees to use reasonable efforts to
transfer such services to a vendor of IMRE's choosing no later than September 1,
1996 (see also section 5(a) below).
2.
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5. IMRE COVENANTS.
(a) IMRE agrees to pay Baxter, pursuant to Baxter invoices submitted
to IMRE directly, for the actual amounts billed to Baxter by HTA in connection
with HTA reimbursement services provided IMRE customers pursuant to Section 4(c)
of this Agreement;
(b) IMRE agrees to notify Baxter whether it wishes to repurchase any
Columns remaining in Baxter's inventory pursuant to Article 4.6 of the
Distribution Agreement;
(c) During April 1996, IMRE agrees to ship Columns, according to
Baxter's reasonable instructions, directly to customers of Baxter that purchased
Columns through Baxter, if Baxter runs out of Column inventory. IMRE will bill
Baxter for the transfer price of such Columns and for all costs and expenses of
such shipments, including freight and related shipping expenses.
(d) IMRE agrees that during the ten-day period from May 1, 1996
through May 10, 1996, Baxter may content to sell its remaining inventory of
Columns to customers who have patients ready for treatment, provided that such
treatment takes place prior to Columns' expiration date of May 31, 1996.
6. EFFECT OF TERMINATION. The following provisions of the Distribution
Agreement shall survive its termination pursuant to this Agreement:
(e) Articles 9 (Complaint Reporting) and 11 (Recall) shall continue
in full force and effect until the first anniversary of the Effective Date of
this Agreement;
(f) Articles 10 (Guarantee, Warranty and Liability) and 13 (Governing
Law, Dispute Resolution) shall remain in full force and effect until the fifth
anniversary of the Effective Date of this Agreement.
7. MISCELLANEOUS. This Agreement and the Distribution Agreement
constitute the entire agreement and understanding of the parties hereto with
respect to the subject matter hereof, and any other agreements or understandings
of the parties are superseded and void. Neither this Agreement nor any
provision hereof may be amended or otherwise modified except by an instrument
duly executed by each of the parties hereto. Neither party may disclose the
financial terms of this Agreement to any third party without the prior written
consent of the other. This Agreement shall be governed by and interpreted in
accordance with the laws of California (without reference to its law of conflict
of laws). This Agreement may be signed in one or more counterparts.
3.
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IN WITNESS WHEREOF, the parties hereto through their respective duly authorized
officers have executed this Agreement.
IMRE CORPORATION BAXTER HEALTHCARE CORPORATION
By: /s/DebbyJo Blank By: /s/Lawrence P. Guiheen
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Name: DebbyJo Blank, M.D. Name: Lawrence P. Guiheen
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Title: President and Chief Title: Vice President, Marketing
Operating Officer ---------------------------
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4.
