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As filed with the Securities and Exchange Commission on November 12, 1998.
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
Date of Report (Date of earliest event reported)
November 12, 1998 (November 6, 1998)
MEDAREX, INC.
(Exact name of registrant as specified in its charter)
New Jersey 0-19312 22-2822175
(State of other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1545 Route 22 East, Annandale, New Jersey 08801-0953
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (908) 713-6001
Not Applicable
(Former name or former address, if changed since last report)
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MEDAREX, INC.
TABLE OF CONTENTS
FOR
CURRENT REPORT ON FORM 8-K
Item 5. Other Events.................................................... 3
Item 7. Financial Statements and Exhibits............................... 3
Signature ................................................................ 4
2
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Item 5. Other Events.
On November 6, 1998, Medarex, Inc., a New Jersey corporation ("Medarex")
and Novartis Pharma AG, a Swiss corporation ("Novartis"), entered into a global
licensing agreement (the "Agreement") pursuant to which Novartis obtained
the rights to use Medarex's HuMAb-Mouse(TM) technology throughout the entire
Novartis organization for an unlimited number of targets for up to ten (10)
years.
Initial expectations are that the HuMAb-Mouse(TM) technology access fees,
license fees and milestone payments could exceed $50 million, exclusive of
royalties. Novartis will make an initial payment of $2 million, in the form of
an equity purchase of 511,509 shares of Medarex's Common Stock. An additional $1
million equity investment will be made on the first anniversary of the
Agreement. A further $3 million in equity purchases may be made after the
initial five year term of the Agreement.
The press release with respect to this transaction is filed herewith as
Exhibit 99.1.
This Current Report on Form 8-K contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which represent
Medarex's expectations or beliefs concerning future events. Forward-looking
statements involve known and unknown risks and uncertainties and are indicated
by words such as "anticipates", "expects", "believes", "plans", "could" and
similar words and phrases. These risks and uncertainties include, but are not
limited to, uncertainties regarding the receipt of future payments, the
continuation of business partnerships, the progress of ongoing clinical trials,
development of new business opportunities and other risks that may be detailed
from time to time in Medarex's periodic reports and registration statements
filed with the Securities and Exchange Commission.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following material is filed as an exhibit to this Current
Report on Form 8-K:
Exhibit
Number Description of Exhibit
99.1 Press release dated November 9, 1998.
3
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SIGNATURE
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.
MEDAREX, INC.
Registrant
Date: November 12, 1998 By: /s/ Michael A. Appelbaum
-------------------------
Michael A. Appelbaum
Executive Vice President -
Finance and Administration,
Secretary, Treasurer and
Chief Financial Officer
4
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EXHIBIT INDEX
Exhibit Page
Number Description Number
99.1 Press release dated November 9, 1998.
5
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EXHIBIT 99.1
MEDAREX .......news release
1545 Route 22 East, P.O. Box 953 Annandale, NJ 08801
Tel. (908) 713-6001 Fax (908) 713-6002
For Immediate Release Contact: Donald L. Drakeman Kimberly Hofman
President and CEO Middleberg + Associates
Medarex, Inc. 212-888-6610 ext. 544
908-713-6001 [email protected]
MEDAREX AND NOVARTIS ANNOUNCE WORLDWIDE
HuMAb-MOUSE LICENSING AGREEMENT
PAYMENTS COULD EXCEED S50 MILLION
Annandale, NJ; November 9, 1998 - Novartis Pharma AG and Medarex, Inc. (NASDAQ:
MEDX) announced today a global licensing arrangement involving Medarex's HuMAb-
Mouse(TM) technology. Under the terms of the agreement, Novartis obtains the
rights to use the HuMAb-Mouse technology throughout the entire Novartis
organization for an unlimited number of targets for up to ten years.
Medarex's HuMAb-Mouse technology produces high affinity fully human antibodies
to a target antigen in months. It was originally developed by GenPharm
International, Inc., which was acquired by Medarex in 1997. Through its GenPharm
subsidiary, Medarex has launched a business creating and developing human
antibodies for itself and others, offering a full range of antibody development
capabilities, including pre-clinical and clinical manufacturing services.
Initial expectations are that the HuMAb-Mouse technology access fees, license
fees and rnilestone payments could exceed $50 million, exclusive of royalties.
Novartis will make an initial payment of $2 million, in the form of an equity
purchase. An additional $1 million equity investment will be made on the first
anniversary of the Agreement. A further $3 million in equity purchases may be
made after the initial five year term of the agreement.
Novartis's scientists have already begun use of the HuMAb-Mouse technology and
have developed an initial product candidate with an affinity of /1010/.
"Novartis' broad rights to use the HuMAb-Mouse will help both companies maximize
the value of this technology," said Donald L. Drakeman, President and CEO of
Medarex. "The HuMAb- Mouse technology is attracting attention from companies
worldwide."
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"The availability of human antibodies overcomes many of the limitations
associated with the use of the currently available antibodies. This partnership
will place Novartis in a leading position in this area", said Dr. Paul Herrling,
Head of Research at Novartis Pharrna.
The new agreement is Medarex's ninth corporate partnership based on its fully
human monoclonal antibody technology. Medarex has ongoing partnerships for the
HuMAb-Mouse technology with numerous global pharmaceutical and biotechnology
companies, including Bristol Myers Squibb, Centocor, Inc., and Schering AG,
Germany. Potential revenues from all nine collaborations including licensing
fees, milestone payments and manufacturing revenues exceed $180 million plus
royalties on commercial sales.
Novartis is a world leader in Life Sciences with core businesses in Healthcare,
Agribusiness and Consumer Health (Self-Medication and Nutrition). In 1997,
Novartis Group sales were 31.2 billion Swiss francs, of which 17.0 billion were
in Healthcare, 8.3 billion in Agribusiness and 5.9 billion in Consumer Health.
The group annually invests more than 3.6 billion Swiss francs in R&D.
Headquartered in Basel, Switzerland, Novartis employs about 86,000 people and
operates in over 100 countries around the world.
Medarex is a biopharmaceutical company developing monoclonal antibody-based
therapeutics to fight cancer and other life-threatening and debilitating
diseases. The Company has developed a broad platform of patented technologies
for antibody discovery and development, including the HuMAb-Mouse system for the
creation of high-affinity human antibodies; Bispecific antibodies, which enhance
and direct the body's own immune system to fight disease; and immunotoxin
technology. Medarex has six products in clinical development for the treatment
of cancers and leukemia, autoimmune diseases and ophthalmic conditions. For more
information about the company visit its web site at ww.medarex.com.
Certain statements in this press release consist of forward-looking statements
that involve risks and uncertainties including, but not limited to,
uncertainties regarding the receipt of future payments and the continuation of
business partnerships. Actual results, events or performance may differ
materially.
