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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): January 28, 1999
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INSITE VISION INCORPORATED
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(Exact name of registrant as specified in charter)
Delaware 0-22332 94-3015807
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
965 Atlantic Avenue, Alameda, California 94501
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (510) 865-8800
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(Former Name or Former Address, if Changed Since Last Report.)
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Item 5. Other Events
In a press release disseminated on January 28, 1999 (the "Press
Release"), InSite Vision Incorporated (the "Company") publicly announced that,
as of January 28, 1999, it had signed an agreement to license ISV-205, a product
candidate for the treatment of glaucoma, to Pharmacia & Upjohn, Inc. and that
Pharmacia & Upjohn will provide the Company with an immediate equity investment
and potential future equity investments based on achievement of certain
milestones, reimbursement of certain research and development expenses, payments
for on-going technical support and royalty payments on product sales should the
product candidate be successfully commercialized.
A copy of the Press Release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements.
The registrant has determined that no financial statements are required
to be filed pursuant to this item.
(b) Pro Forma Financial Information.
The registrant has determined that no pro forma financial information is
required to be filed pursuant to this item.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release dated January 28, 1999.
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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.
Date: March 3, 1999 INSITE VISION INCORPORATED
(Registrant)
By: /s/ S. KUMAR CHANDRASEKARAN
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Name: S. Kumar Chandrasekaran, Ph.D.
Title: Chief Executive Officer
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InSite Vision Incorporated
Exhibit Index
to Form 8-K
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Press Release dated January 28, 1999.
</TABLE>
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EXHIBIT 99.1
For Immediate Release; ISV-01
Company Contact: Sandra Heine, (510) 865-8800
Investor Relations Contact: Core Communications Group, Inc.
Robert Ferri (SF), (415) 331-7003, [email protected]
Joshua Z. Levine (NY), (516) 487-8322, [email protected]
INSITE VISION (AMEX: ISV) LICENSES NOVEL GLAUCOMA TREATMENT
TO PHARMACIA & UPJOHN
(ALAMEDA, CA, January 28, 1999) InSite Vision Incorporated (AMEX: ISV) today
announced that it has signed an agreement to license ISV-205, a product
candidate for the treatment of glaucoma, to Pharmacia & Upjohn, Inc. (NYSE:
PNU). Under the terms of the license agreement, Pharmacia & Upjohn will assume
responsibility for the development of ISV-205 upon completion of Phase II
studies currently being conducted by InSite Vision.
ISV-205 contains diclofenac, a non-steroidal anti-inflammatory drug (NSAID)
delivered to the eye using InSite Vision's proprietary sustained-release
DuraSite(R) technology. Diclofenac has been shown in cell and organ culture
systems to inhibit the production of a protein that appears to block the outflow
of fluid from the eye. Glaucoma is believed to result when the flow of fluid
through the eye is impaired resulting in increased intraocular pressure (IOP).
"With this transaction, InSite Vision has reached an important milestone in the
development of ISV-205 and the company's financial future," said S. Kumar
Chandrasekaran, Ph.D., InSite Vision's Chairman and Chief Executive Officer.
"This development enables us to continue independently the commercialization of
our important genetic diagnostic testing products with the advantage of
increased financial stability."
The transaction also provides InSite Vision with an immediate equity investment
from Pharmacia & Upjohn; the potential for future equity investments based on
achievement of certain milestones, payments for on-going technical support and
royalty payments on product sales should the product candidate be successfully
commercialized.
"Although InSite Vision will provide technical support to Pharmacia & Upjohn,
this arrangement will permit a substantial reduction in the company's research
and administration expenditures," Dr. Chandrasekaran said. He estimated a net
expenditure reduction of $3.2 million in 1999 representing about one third of
estimated 1998 expenditures.
"InSite can now devote more resources to, and concentrate on, completing
development of its important genetic tests for the diagnosis and prognosis of
glaucoma which are not part of the Pharmacia & Upjohn agreement," Dr.
Chandrasekaran said. "We believe that our diagnostic tests will significantly
enhance the management of large numbers of glaucoma patients, and have
substantial value. In addition, our genetic technologies have applications in
drug discovery, as well as other areas."
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ISV-01
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InSite Vision is an ophthalmic product development company focused on genetic
research for diagnosis and prognosis of glaucoma and a novel glaucoma treatment
drug using its proprietary DuraSite(R) technology.
This news release contains, among other things, certain statements of a
forward-looking nature relating to future events or the future business
performance of InSite Vision. Such statements entail a number of risks and
uncertainties including the results of preclinical and clinical studies and
determinations by the U.S. Food and Drug Administration, as well as the Risk
Factors listed from time to time in the Company's SEC filings including, but not
limited to, its Form 10-Q for the quarter ended September 30, 1998.
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