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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):
NOVEMBER 21, 1996
CAMBRIDGE NEUROSCIENCE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-19193 13-3319074
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
ONE KENDALL SQUARE, BUILDING 700, CAMBRIDGE, MA 02139
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 225-0600
Total Number of Pages 6.
Exhibit Index at Page 4.
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Item 5 - Other Events
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On November 21, 1996, Cambridge NeuroScience, Inc. (the "Company")
issued a news release announcing that it had entered into a collaboration with
Allergan Inc. to develop treatments for glaucoma and other ophthalmic diseases.
In conjunction with the signing of this collaboration agreement, on November 21
Allergan Inc. purchased 175,103 shares of Cambridge NeuroScience common stock
for $3.0 million, or $17.13 per share. The information contained in this news
release is incorporated herein by reference and filed as Exhibit 99.34 hereto.
Item 7 - Financial Statements and Exhibits
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(c) Exhibits.
99.34 The Company's News Release dated November 21, 1996
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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.
CAMBRIDGE NEUROSCIENCE, INC.
Date: November 21, 1996 /s/ Harry W. Wilcox, III
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Harry W. Wilcox, III
Sr. Vice President, Finance and Business
Development; Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Sequential
Number Description Page
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99.34 News Release dated November 21, 1996 5
4
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CONTACT:
Elkan R. Gamzu, Ph.D. Jeffrey B. D'Eliscu
President and CEO Allergan Inc.
Cambridge NeuroScience, Inc. (714) 246-4636 (office)
(617) 225-0600 (714) 675-9475 (home)
Marcia A. Kean
Executive Vice President
Feinstein Partners Inc.
(617) 577-8110
CAMBRIDGE NEUROSCIENCE AND ALLERGAN COLLABORATE TO DEVELOP
TREATMENTS FOR OPHTHALMIC DISEASES
CAMBRIDGE, MASSACHUSETTS, AND IRVINE, CALIFORNIA, NOVEMBER 21, 1996 -- Cambridge
NeuroScience, Inc. (Nasdaq: CNSI) and Allergan Inc. (NYSE: AGN) today announced
a collaboration to develop treatments for glaucoma and other ophthalmic
diseases. The collaboration will bring together Cambridge NeuroScience's nerve
protection expertise and its library of ion channel blocking molecules with
Allergan's research, development and commercialization expertise in the field of
ophthalmology. The agreement could potentially yield more than $20 million to
Cambridge NeuroScience in equity investments, research and development funding
and milestone payments.
Cambridge NeuroScience and Allergan will jointly research and develop glutamate
ion channel blockers (including N-methyl-D-aspartate "NMDA" ion channel
blockers), sodium channel blockers, and combination blockers, initially for the
treatment of glaucoma. Allergan will make a $3.0 million equity investment
through the purchase of 175,103 shares of Cambridge NeuroScience common stock at
$17.13 per share, representing a premium over the closing price on November 20,
1996. Allergan will also provide $3.0 million in research funding over the next
three years, and will establish a $2.0 million line of credit for Cambridge
NeuroScience. Allergan will be responsible for the development of potential
products arising from the collaboration and will bear all of the development
costs. Successful development of one or more products will provide significant
milestone payments to Cambridge NeuroScience. Upon commercialization, Allergan
will pay Cambridge NeuroScience royalties on product sales.
"We believe that it may be possible to treat glaucoma by blocking ion
channels and thereby protecting the retina and the optic nerve from damage,"
commented Dr. Lester J. Kaplan, corporate vice president, Science and
Technology of Allergan. "We are very impressed both with the expertise and the
proprietary technology at Cambridge NeuroScience in the area of ion channel
blockers, as evidenced by their advanced work with CERESTAT(1) in stroke and
head injury. Cambridge NeuroScience's technology combined with Allergan's
ophthalmic research capability provides us the opportunity to develop and
commercialize superior new products for the treatment and management of
glaucoma and other serious ophthalmic diseases."
(more)
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Glaucoma is the second leading cause of preventable blindness in the world, with
almost 3,000,000 patients in the United States alone. The disease is usually
associated with increased pressure within the eye, which can damage the retina
and the optic nerve and eventually lead to blindness. Current therapies for
glaucoma lower intraocular pressure by reducing the production of aqueous humor
in the eye and/or by increasing outflow from the eye. The successful development
of a product capable of directly protecting the retina and optic nerve from
glaucomatous damage would represent a significant advancement in the treatment
of this sight threatening disease.
"As Cambridge NeuroScience nears the completion of its development of
CERESTAT(1), we are leveraging eight years of ion channel research into other
therapeutic areas without an incremental financial commitment," said Elkan
Gamzu, Ph.D., President and CEO of Cambridge NeuroScience. "Allergan, a world
leader in the development of ophthalmic products, has established sophisticated
assays, preclinical models and expertise in the development of drugs for eye
disease. In addition, Allergan is a leader in the global marketing of drugs and
devices for the treatment of eye disease. This synergistic collaboration allows
Cambridge NeuroScience to explore areas of clinical need outside the central
nervous system, and allows Allergan to develop an innovative approach to the
treatment of glaucoma."
This press release contains forward-looking statements based on the current
expectations of management. There are certain important factors that could cause
results to differ from those anticipated by the statements made above,
including, but not limited to, the continued funding of the collaboration by
Allergan and Cambridge NeuroScience, the success of both companies' research
efforts, future clinical trials, and the acceptance by regulatory authorities of
the outcomes of clinical trials as a basis for marketing approval.
Allergan Inc., headquartered in Irvine, California, is a technology-driven,
global health care company, focused on specialty pharmaceutical products for
specific disease areas that deliver value to customers, satisfy unmet medical
needs and improve patients' lives.
Cambridge NeuroScience, Inc. is a leading neuroscience company engaged in the
discovery and development of proprietary pharmaceuticals focusing on nerve cell
survival. The Company is developing a number of products to treat stroke,
traumatic brain injury and chronic neurodegenerative disorders such as multiple
sclerosis, peripheral neuropathies and other degenerative diseases.
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(1) CERESTAT is a registered trademark of Boehringer Ingelheim International
GmbH.
