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 1934
Date of Report: January 9, 1997
Titan Pharmaceuticals, Inc.
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(Exact name of registrant as specified in charter)
Delaware
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(State of other jurisdiction of incorporation)
0-27436 94-3171940
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(Commission File Number) (IRS Employer Identification No.)
400 Oyster Point Blvd., Suite 505, South San Francisco, California 94080
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: (415) 244-4990
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Item 5. Other Events
On January 9, 1997, the Registrant entered into an agreement with Hoechst
Marion Roussel, Inc. ("HMRI") pursuant to which the Registrant was granted an
exclusive, worldwide license to the antipsychotic agent Iloperidone. The
agreement requires the Registrant to pay HMRI an upfront license fee of $9.5
million payable as follows: $2 million in cash on January 20, 1997; $2 million
in cash on July 18, 1997; and $5.5 million in common stock to be issued on
January 20, 1997. The agreement provides for future payments to HMRI contingent
upon the achievment of regulatory milestones. The Registrant will assume the
development and marketing costs of Iloperidone and HMRI will be entitled to a
royalty on net sales of the product. HMRI was granted registration rights
exercisable commencing nine months after the receipt of shares under the
agreement. Reference is made to the related press release filed as Exhibit 20.1
hereto, which is incorporated by reference herein.
Item 7 Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
20.1 Press Release dated January 9, 1997
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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.
TITAN PHARMACEUTICALS INC.
By: /s/Louis R. Bucalo
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Louis R. Bucalo, M.D.
President and Chief Executive Officer
Dated: January 14, 1997
Exhibit 20.1
Company Contact: Louis R. Bucalo, M.D.
President and CEO
Titan Pharmaceuticals, Inc.
415-244-4990
Investor Contact: Keith Lippert/Evan Smith
Lippert/Heilshorn
212-838-3777
TITAN PHARMACEUTICALS LICENSES ILOPERIDONE
FROM HOECHST MARION ROUSSEL
SOUTH SAN FRANCISCO, CA, JANUARY 9, 1996 TITAN PHARMACEUTICALS, INC.
(NASDAQ NM: TTNP, TTNPU AND TTNPW), today announced that it has signed an
agreement with Hoechst Marion Roussel, Inc. for an exclusive worldwide license
to the antipsychotic agent Iloperidone.
Iloperidone, which is expected to enter Phase III clinical trials during
the first half of 1997, is an antipsychotic agent in development for the
treatment of schizophrenia and related disorders. Iloperidones overall safety
and efficacy profile at its current stage of development compares favorably to
currently available therapeutics as well as other products under development.
According to the World Health Organization, approximately 45 million people
worldwide suffer from some form of schizophrenia, one of the most chronic and
debilitating of all mental illnesses. The worldwide market for antipsychotic
agents, according to published reports, is predicted to be in excess of $4
billion by the year 2000.
Iloperidone was initially developed by Hoechst Marion Roussel, Inc. and is
protected by U.S. patents and foreign patent applications.
Dr. Louis R. Bucalo, President and Chief Executive Officer of Titan
Pharmaceuticals, Inc., commented, "We are extremely excited to obtain this
product opportunity and execute this agreement with Hoechst Marion Roussel.
Titan's product portfolio currently includes five products in clinical testing.
This sixth product, Iloperidone, further strengthens our product pipeline with
an additional later stage product that may be very competitive in a
multi-billion dollar market."
Titan Pharmaceuticals, Inc. is a biopharmaceutical company that develops
proprietary therapeutics for the treatment of cancer, nervous system disorders
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and other serious and life- threatening diseases. The company's operations are
currently conducted through five operating companies: Ansan (Nasdaq: ANSN,
ANSNU), Ingenex, ProNeura, Theracell and Trilex.
"Safe Harbor" Statement under the private Securities Litigation Reform Act of
1995: The statements which are not historical facts contained in this release
are forward looking statements that involve risks and uncertainties, including,
but not limited to, product demand and market acceptance risks, the effect of
economic conditions, the impact of competitive products and pricing, product
development, commercialization and technological difficulties, capacity and
supply constraints or difficulties, the results of financing efforts, actual
purchases under agreements, the effect of the Company's accounting policies, and
other risks detailed in the Company's Securities and Exchange Commission
filings.
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