<PAGE>
As filed with the Securities and Exchange Commission on October 8, 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)
OCTOBER 8, 1998 (OCTOBER 1, 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
<TABLE>
<CAPTION>
<S> <C> <C>
Item 5. Other Events................................................. 3
Item 7. Financial Statements and Exhibits............................ 3
Signature ............................................................. 4
</TABLE>
2
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ITEM 5. OTHER EVENTS.
On October 1, 1998, Medarex, Inc., a New Jersey corporation
("Medarex"), announced that it had received a $15 million principal payment plus
approximately $500,000 in interest from Cell Genesys, Inc. of Foster City,
California, in satisfaction of a note issued in connection with a cross-license
and settlement agreement dated March 27, 1997, with GenPharm International,
Inc., now a wholly-owned subsidiary of Medarex.
The press release with respect to this announcement is filed herewith
as Exhibit 99.1.
On October 2, 1998, Medarex announced that Centocor, Inc., has
exercised its option to obtain exclusive commercial licenses to fully human
antibodies to four antigens created with Medarex's HuMAb-Mouse technology.
Under the terms of the agreement, Centocor, Inc. has purchased 900,340 shares of
Medarex's Common Stock from Medarex in consideration for a cash payment of $4
million.
The press release with respect to the announcement is filed herewith
as Exhibit 99.2.
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 materials are filed as exhibits to
this Current Report on Form 8-K:
Exhibit
Number Description of Exhibit
- ------- ----------------------
99.1 Press release dated October 1, 1998.
99.2 Press release dated October 2, 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: October 8, 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
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<CAPTION>
Exhibit Page
Number Description Number
- ------ ----------- ------
<C> <S> <C>
99.1 Press release dated October 1, 1998.
99.2 Press release dated October 2, 1998.
</TABLE>
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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. for Medarex, Inc.
212-888-6610 908-713-6001 ext. 544
www.medarex.com [email protected]
MEDAREX RECEIVES $15.5 MILLION PAYMENT FROM CELL GENESYS
ANNANDALE, NJ; OCTOBER 1, 1998 -- Medarex, Inc. (NASDAQ: MEDX) announced today
that it received a $15 million principal payment plus approximately $500,000 in
interest from Cell Genesys, Inc., of Foster City, California. The payment is in
satisfaction of a note issued in connection with a cross-license and settlement
agreement dated March 27, 1997, with GenPharm International, Inc., now a wholly-
owned subsidiary of Medarex, Inc.
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 www.medarex.com.
---------------
<PAGE>
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. for Medarex, Inc.
212-888-6610 908-713-6001 ext. 544
www.medarex.com [email protected]
CENTOCOR EXERCISES OPTION FOR FOUR EXCLUSIVE COMMERCIAL
LICENSES TO MEDAREX'S HUMAB-MOUSE TECHNOLOGY
ANNANDALE, NJ; OCTOBER 2, 1998 -- Medarex, Inc. (NASDAQ: MEDX) announced today
that on October 2, 1998, Medarex announced that Centocor, Inc., has exercised
its option to obtain exclusive commercial licenses to fully human antibodies to
four antigens created with Medarex's HuMAb-Mouse technology. Under the terms of
the agreement, Centocor has made a $4 million equity purchase and has received
900,340 shares of Medarex's Common Stock. Using the HuMAb-Mouse technology in-
house, Centocor's scientists have obtained a number of product candidates,
including one with an exceptionally high affinity of 10/12/.
"Centocor is one of the premier antibody development companies in the world,"
said Donald L. Drakeman, President and CEO of Medarex. "We are very pleased
that they have chosen antibodies made with the HuMAb-Mouse technology to broaden
their pipeline of new products."
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 www.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 continuation of business partnerships and the
receipt of future payments. Actual results, events or performance may differ
materially.
