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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 August 11, 1997
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(Date of earliest event reported)
NeXstar Pharmaceuticals, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-23012 84-1173453
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
2860 Wilderness Place Boulder, CO 8030l
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (303) 444-5893
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NA
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ITEM 5. OTHER EVENTS
On August 11, 1997, the Company and The Liposome Company ("TLC") reached a
settlement in which the two companies agreed to dismiss all legal proceedings
involving TLC's reexamined U.S. Patent No. 4,880,635 (the "TLC '635 Patent")
and U.S. Patent No. 5,578,320 (the "TLC '320 Patent") and their European
counterparts. The legal proceedings related to whether AmBisome, the Company's
lipsomal formulation of amphotericin B, infringed TLC's patents because of the
manner in which it is freeze dried (lyophilized). In the settlement agreement
between the parties (the "Settlement Agreement"), TLC granted the Company
immunity from suit in connection with the worldwide production and sales of
AmBisome and a worldwide right to use the TLC '635 Patent and the TLC '320
Patent. Under the terms of the settlement agreement, the Company is required to
make an initial payment to TLC and future payments based on AmBisome sales.
Because the payments are subject to certain minimum and maximum payments, the
Company will record a one-time accounting charge in the third quarter of 1997
of $11.5 million, of which $9.7 million represents the net present value of
all future minimum payments required to be made by it and $1.75 million
represents a cash payment in the third quarter of 1997. The Company does not
expect the difference between the annual minimum and maximum payments to be
material.
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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.
NeXstar Pharmaceuticals, Inc.
By: /s/ Patrick J. Mahaffy
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Patrick J. Mahaffy
President
Dated: August 11, 1997
