NEUROGEN CORP
8-K, 1995-06-22
PHARMACEUTICAL PREPARATIONS
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<PAGE>
 
                       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)    June 15, 1995
                                                -----------------------------



                             NEUROGEN CORPORATION
- ------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

 
             DELAWARE                   0-18311            22-2845714
   ------------------------------     -----------      ------------------
   (State or other jurisdiction       (Commission      (IRS Employer
         of incorporation)            File Number)     Identification No.)


35 Northeast Industrial Road, Branford, Connecticut               06405
- -----------------------------------------------------------------------------
    (Address of principal executive offices)                   (Zip Code)



Registrant's telephone number, including area code       (203) 488-8201
                                                  ---------------------------


                                     None
 -----------------------------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>
 
Item 5.  Other Events
         ------------

     On June 15, 1995, Neurogen Corporation (the "Company") and Schering-Plough
Corporation announced that, subject to approval by Schering-Plough's board of
directors, they will enter into a collaboration to develop a new generation of
pharmaceuticals that bind selectively to specific dopamine receptor sub-types.

Item 7.   Financial Statements and Exhibits
          ---------------------------------

          (c)  Exhibits

               99.1  News Release of the Company dated June 15, 1995 discussing
                    the matters described in Item 5.
<PAGE>
 
                                   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.



                                                NEUROGEN CORPORATION
                                       ------------------------------------
                                                   (Registrant)



           June 20, 1995                       /s/ STEPHEN R. DAVIS
      ------------------------         ------------------------------------
               DATE                              Stephen R. Davis
                                            Vice President-Finance and
                                              Chief Financial Officer
 
<PAGE>
 
                                 EXHIBIT INDEX



Exhibit                                                 Sequentially
Number                       Exhibit                    Numbered Page
- ------                       -------                    -------------

99.1            News Release of the Company dated
                June 15, 1995 discussing the matters
                described in Item 5.

<PAGE>
 
                     SCHERING-PLOUGH, NEUROGEN IN AGREEMENT
                     --------------------------------------

                       TO DEVELOP NEURO-PSYCHIATRIC DRUGS
                       ----------------------------------



          MADISON, N.J., and BRANFORD, CONN., June 15, 1995 --Schering-Plough
Corporation (NYSE:SGP) and Neurogen Corporation (NASDAQ:NRGN) today announced an
agreement to enter into a strategic alliance to develop and commercialize drugs
for the treatment of neuro-psychiatric disorders.

          The collaboration, subject to approval by Schering-Plough's board of
directors, will seek to develop a new generation of pharmaceuticals that bind
selectively to specific dopamine receptor sub-types.  Dopamine receptors have
been implicated in a number of disorders, including schizophrenia.  By binding
to specific receptors, such new drugs may be more effective and have fewer side-
effects than currently marketed central nervous system drugs.

          "We are pleased to join Neurogen in this agreement, which will expand
and complement Schering-Plough's ongoing efforts in central nervous system drug
research," said Richard J. Kogan, Schering-Plough president and chief operating
officer.  "We look forward to working with Neurogen's scientists and are
optimistic that these efforts will lead to important new therapies," he added.

          Harry H. Penner, Jr., Neurogen's president and chief executive
officer, said, "While this collaboration both secures our capital needs through
1997 and implements our ratcheted growth strategy, these were not our primary
considerations.  Rather, Schering-Plough's experience in dopamine research
<PAGE>
 
provides optimum possibility for synergy in an effort to bring novel drugs to
the market to treat schizophrenia and a variety of dopamine-mediated neuro-
psychiatric disorders," Penner said.

          Neurogen's initial development efforts have been focusing on a
dopamine D\\4\\ antagonist (NGD 94-1), currently in Phase I clinical trials for
schizophrenia.  The agreement gives Schering-Plough exclusive rights to all
therapeutic modalities resulting from Neurogen's dopamine discovery program and
rights to test certain compounds from Neurogen's combinatorial chemistry program
in selected Schering-Plough assays.

          The agreement, with affiliated companies of Schering-Plough, provides
for Schering-Plough to make upfront payments of $17 million, to fund a two-to-
five year research program at Neurogen, to make certain milestone payments and
to fund the clinical development of drugs resulting from the collaboration.  If
all milestones are met and the research  program continues a full five years,
the payments to Neurogen will approximate $70 million.

          Schering-Plough will receive an exclusive worldwide license to market
products resulting from the collaboration, with Neurogen receiving royalties on
sales.  Neurogen will retain an option to manufacture products resulting from
the collaboration for the U.S. market.

          Neurogen Corporation, located in Branford, Conn., is a leading
neuropharmaceuticals company engaged in the design and development of a new
generation of highly receptor-specific

                                      -2-
<PAGE>
 
psychotherapeutic drugs based on advances in neurobiology, molecular biology and
medicinal chemistry.

          Schering-Plough Corporation, based in Madison, N.J., is a research-
based company engaged in the discovery, development, manufacturing and marketing
of pharmaceutical and health care products worldwide.

                                      -3-


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