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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
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Date of Report (Date of earliest event reported): OCTOBER 16, 1998
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CREATIVE BIOMOLECULES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19910 94-2786743
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
45 SOUTH STREET, HOPKINTON, MASSACHUSETTS 01748
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 782-1100
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ITEM 5. OTHER EVENTS.
On October 16, 1998, the Registrant publicly disseminated a press
release announcing the sale of its OP-1 manufacturing rights and facilities to
Stryker Corporation, the Registrant's partner in orthopaedic and dental
reconstruction. The transaction preserves the Registrant's future income stream
from OP-1 based orthopaedic and dental reconstruction products by providing the
Registrant with increased royalties in lieu of the manufacturing profits
anticipated under the prior agreement. This sale also significantly enhances
the Registrant's near term cash flow through the expected receipt of
approximately $20 million for the manufacturing assets and the elimination of
manufacturing-related expenses and capital investments. After this transaction,
the Registrant will have approximately $55 million in cash. This transaction,
which is the culmination of discussions the Registrant initiated with Stryker
Corporation earlier this year, is expected to close later this year.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 The Registrant's Press Release dated October 16, 1998.
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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.
Creative Biomolecules, Inc.
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(Registrant)
Date: October 21, 1998 /s/ Wayne E. Mayhew III
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Wayne E. Mayhew III
Vice President, Chief Financial
Officer, Treasurer and Secretary
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EXHIBIT 99.1
CONTACT: Karla MacDonald
Manager, Corporate Communications
Creative BioMolecules, Inc.
(617) 912-2953
CREATIVE BIOMOLECULES SELLS OP-1 MANUFACTURING TO STRYKER
Creative to Receive Increased Royalties and Approximately $20 Million
Hopkinton, MA, October 16, 1998-Creative BioMolecules Inc. (Nasdaq: CBMI)
announced today the sale of its OP-1 manufacturing rights and facilities to
Stryker Corporation (NYSE: SYK), the Company's partner in orthopaedic and dental
reconstruction. The transaction preserves the Company's future income stream
from OP-1 based orthopaedic and dental reconstruction products by providing
Creative with increased royalties in lieu of the manufacturing profits
anticipated under the prior agreement. The sale also significantly enhances
Creative BioMolecules' near term cash flow through the expected receipt of
approximately $20 million for the manufacturing assets and the elimination of
manufacturing-related expenses and capital investments. After this transaction,
Creative BioMolecules will have approximately $55 million in cash. This
transaction, which is the culmination of discussions Creative BioMolecules
initiated with Stryker earlier this year, is expected to close later this year.
After the transaction, Creative BioMolecules will focus internal research
efforts on developing new tissue regeneration therapies in non-bone
applications. The Company is a leader in the understanding of tissue formation
and repair through the activity of morphogenic proteins. This technology has
demonstrated clinical success in the bone-repair applications developed with
Stryker, and has shown preclinical efficacy in several soft tissue applications,
including injury or disease of the central nervous system, kidneys and other
major organs. The Company will maintain pilot scale manufacturing and related
development capabilities to support its future products.
"Following the transaction, Creative BioMolecules will have a strong cash
position, near term royalty revenues, and a pipeline of therapies based upon a
proven technology," commented Michael M. Tarnow, President and CEO of Creative
BioMolecules. "We are excited about Creative's future."
Stryker began a modular PMA submission to the FDA in April of this year based on
data from the 122 patient randomized prospective study that demonstrated that
the OP-1 device group had comparable clinical success to the autograft group in
healing non-union fractures of the tibia without the need for a second invasive
procedure to harvest autograft bone from the hip. Data from several pilot
studies recently presented at a scientific conference in Europe have indicated
the potential utility of the OP-1 device in a broad array of orthopaedic
applications.
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This news release includes forward-looking statements that involve risks and
uncertainties. Factors which could cause actual results to differ from the
Company's expectations include, without limitation, completion of this
transaction, progress with regulatory submissions and reviews, manufacturing
process development, validation and inspection, the timely receipt of regulatory
clearances required for manufacturing and marketing of products and the other
risks and uncertainties detailed from time to time in the Company's periodic
reports.
Creative BioMolecules, Inc. is a discovery and development company focused on
proprietary therapeutics for human tissue regeneration and restoration.
NOTE: Creative BioMolecules, Inc. makes available its latest news releases on
the Internet at http://www.creativebio.com and at http://www.prnewswire.com or
by facsimile by calling Fax On Demand at 1-800-758-5804, extension 212213.
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