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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 16, 1998
ROBERTS PHARMACEUTICAL CORPORATION
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(exact name of registrant as specified in its charter)
New Jersey 1-1-432 22-2429994
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
Meridian Center II
4 Industrial Way West
Eatontown, New Jersey 07724
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 732-389-1182
Meridian Center II
4 Industrial Way West
Eatontown, New Jersey 07724
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(Former name or former address, if changed from last report)
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Item 5. Other Events
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Roberts Pharmaceutical Corporation today announced it has
agreed to out-license to Adolor Corporation the compound LY246736, a
gastrointestinal (GI) agent in the early stages of development.
Adolor, a biopharmaceutical company headquartered in Malvern, Pennsylvania,
is engaged in the development of novel analgesics and related therapeutics based
upon proprietary chemistry and receptor technology.
Roberts said that out-licensing LY246736 is consistent with its strategy to
maximize, within the shortest time possible, returns on its R&D investments by
focusing those resources on the internal development of compounds that are
further advanced in its pipeline.
Details of the transaction were not disclosed, but Roberts said it will
receive an up front, non refundable, cash payment for granting Adolor a 13 month
exclusive worldwide option. During this option period, Adolor will complete
Phase I studies of LY246736. If Adolor then exercises its option to license the
compound, Roberts would receive a second cash payment, followed by milestone
fees, and a royalty on future sales. Additionally, Adolor has agreed to provide
Roberts with an opportunity to negotiate for a sublicense to market any product
resulting from the commercialization of LY246736 should Adolor decide to seek or
consider a third-party offer for such marketing rights.
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.
ROBERTS PHARMACEUTICAL CORPORATION
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(Registrant)
Date: June 17, 1998 By: /s/ Anthony A. Rascio
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Anthony A. Rascio
Vice President
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FORWARD LOOKING STATEMENTS
Certain statements included in Item 5 of this form 8-K are intended to
be, and are hereby identified as, forward looking statements for purposes of the
safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended. The
Registrant cautions readers that forward looking statements, including, without
limitation, those relating to the Registrant's future business prospects,
revenues, cost of sales, intangible dispositions and write-offs, continuing
operations and discontinued operations, and liquidity and capital resources,
are subject to certain risks and uncertainties, including, without limitation,
the ability of the Registrant to secure regulatory approval in the United States
and in foreign jurisdictions for the Registrant's developmental pipeline drugs,
the efforts of the Registrant's competitors and the introduction of rival
pharmaceutical products which may prove to be more effective than the
Registrant's products, general market conditions, the availability of capital,
and the uncertainty over the future direction of the healthcare industry, that
could cause actual results to differ materially from those indicated in the
forward looking statements.
