MAGAININ PHARMACEUTICALS INC
8-K, 2000-05-09
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  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):       May 1, 2000
                                                            --------------


                         MAGAININ PHARMACEUTICALS INC.
                  -------------------------------------------
                (Exact Name of Registrant Specified in Charter)


       Delaware                       0-19651               13-3445668
- ---------------------                --------               ----------
(State or Other                   (Commission File         (I.R.S. Employer
Jurisdiction of                      Number)              Identification No.)
Incorporation)

           5110 Campus Drive
         Plymouth Meeting, PA                                        19462
- ----------------------------------------                       -----------------
(Address of Principal Executive Offices)                           (Zip Code)


 Registrant's telephone number, including area code:        (610) 941-4020
                                                        ----------------------



         -------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
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Item 5.  Other Events.


     The registrant hereby incorporates by reference the press release dated May
1, 2000 attached hereto as Exhibit 99.1


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.


     (a) Financial Statements of Business Acquired:  None

     (b) Pro Forma Financial Information:  None

     (c)  Exhibits:

  99.1  Press release, dated May 1, 2000.



                                 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.


                              MAGAININ PHARMACEUTICALS INC.
                                            (Registrant)


                              By  /s/ Michael R. Dougherty
                                 -------------------------
                                  Michael R. Dougherty
                                  President, Chief Executive Officer and
                                  Chief Financial Officer


Dated:  May 9, 2000
<PAGE>

                                    EXHIBIT INDEX

     Exhibit
     Number    Description
     ------    -----------

      99.1     Press Release - Magainin Announces Asthma Research, Development
               and Commercialization Collaboration with Genetech, Inc.

                                       3

<PAGE>

                                                                    EXHIBIT 99.1

Company Press Release

SOURCE: Magainin Pharmaceuticals Inc.

Magainin Announces Asthma Research, Development and Commercialization
Collaboration with Genentech, Inc.

PLYMOUTH MEETING, Pa., and SAN FRANCISCO, May 1 -- Magainin Pharmaceuticals Inc.
(Nasdaq: MAGN - news) announced today that they have entered into an agreement
with Genentech, Inc. to co-develop an antibody to IL9 for asthma with options
for other products in respiratory disease. Recently performed scientific studies
indicate that IL9 acts directly and specifically to promote lung inflammation in
asthma. Additionally, Genentech has become the first subscriber to Magainin's
Respiratory Gene Database, which contains Magainin's proprietary respiratory
disease targets.

Magainin will receive $5.5M up front in exchange for Genentech's purchase of
equity. Magainin could potentially receive up to $60M in milestone payments and
development funding for the first product. Additional products could generate
additional milestone payments and development funding. Magainin will conduct
development activities through Phase II clinical testing, and Genentech will
conduct Phase III clinical testing, manufacturing and marketing. Magainin may
elect to co-fund Genentech's Phase III studies and filing in return for a share
of U.S. profits and losses. Magainin will receive a royalty on sales overseas,
and in the U.S. if they elect not to share the Phase III and filing costs.
Development funding may be provided to Magainin through the issuance of
convertible preferred equity securities.

"We are enthusiastic about investigating IL9's role in asthma in collaboration
with Magainin," said Dennis Henner, Senior Vice President of Research at
Genentech, Inc. "This work fits with our growing interest in respiratory
products."

"This agreement is a major milestone for Magainin, and reflects the increasing
importance of the respiratory area in our business," said Michael R. Dougherty,
President and Chief Executive Officer of Magainin. "After collaborating in a
research program over the past year, Genentech now brings their substantial
antibody development experience to our respiratory program. Most importantly,
Magainin has secured valuable funding for our respiratory program, and, at the
same time, the opportunity to participate in commercialization profits."

Since 1996, Magainin has maintained a research program in the genomics of
asthma. Genetic studies to identify the root cause of asthma, led at Magainin by
Roy Levitt, M.D., Executive Vice President and Chief Operating Officer, in both
human families and animal models of asthma have pinpointed IL9 as a mediator of
asthma, and functional genomic analyses are consistent with these findings.
Human lung

                                       4
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biopsy specimens have demonstrated a highly significant increase in expression
of IL9 in the airways of asthmatics compared to healthy individuals or those
with other lung diseases. Published findings document that increases in IL9 in
human lung correlates with severity of clinical features of asthma, such as,
bronchial hyperresponsiveness, mucin production and eosinophil expression. This
agreement follows the completion of a research and option agreement signed in
December 1998 between both companies to evaluate the role of IL9 in asthma.

Magainin Pharmaceuticals Inc. is a biopharmaceutical company with research and
development efforts in anti-angiogenesis, respiratory genomics and infectious
disease.

Genentech, Inc. is a leading biotechnology company that discovers, develops,
manufactures and markets human pharmaceuticals for significant unmet medical
needs. Thirteen of the approved products of biotechnology stem from Genentech
science. Genentech markets seven products directly in the United States. The
company has headquarters in South San Francisco, California and is traded on the
New York Stock Exchange under the symbol DNA.

This announcement contains certain forward-looking statements that are subject
to risks and uncertainties. Such statements reflect management's current views
and are based on certain assumptions. Actual results could differ materially
from those currently anticipated as a result of a number of factors, including,
but not limited to, the risks and uncertainties discussed in this announcement
and under "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in the Company's 1999 Annual Report to Shareholders and
Item 1 of the Company's Annual Report on Form 10-K for the year ended December
31, 1999 as filed with the Securities and Exchange Commission. The Company
disclaims any intent or obligation to update these forward-looking statements.

SOURCE: Magainin Pharmaceuticals Inc.

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