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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
Date of Report (Date of earliest event reported) November 29, 2000
Commission File Number 0-23252
IGEN INTERNATIONAL, INC.
(Exact name of registrant)
Delaware 94-2852543
(State of organization) (I.R.S. Employer Identification No)
16020 Industrial Drive, Gaithersburg Maryland 20877
(Address of principal executive offices and zip code)
(301) 869-9800
(Registrant's telephone Number)
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ITEM 5. OTHER EVENTS
On November 30, 2000, IGEN International, Inc. announced that it
extended through January 31, 2001, the term of its Joint Venture Agreement with
Meso Scale Technologies, LLC (MST).
The joint venture, called Meso Scale Diagnostics, LLC (MSD), was
organized in 1995 for the development and commercialization of products
utilizing a proprietary combination of multi-array technology owned or
controlled by MST together with ORIGEN-Registered Trademark- and other
technologies owned by IGEN. MST is an affiliated technology company neither
owned nor controlled by IGEN. It holds certain rights to multiple patents and
patent applications directed at multi-array technology.
This extension allows an independent committee of IGEN's outside
directors to complete its review of issues concerning the MSD joint venture
and take any actions the committee may deem appropriate. The independent
committee has focused its efforts, in part, on evaluating the organization,
operation, and potential continuation of the MSD joint venture, which has been
the subject of shareholder demands and threatened litigation. Special counsel
is advising the independent committee.
This report contains forward-looking information, including statements
about the status of the independent committee's review of the joint venture and
the timing for completion of the work of the independent committee. Actual
results might differ materially from these statements due to risks and
uncertainties, including those associated with the operation of the joint
venture, the recommendation of special counsel, the position of the joint
venture partner, and the negotiations between MST and IGEN, among others. A more
complete description of the risks applicable to the Company appears in the
Company's documents filed with the Securities and Exchange Commission. The
Company disclaims any intent or obligation to continuously update these
forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.22 Letter Agreement dated November 29, 2000 between Meso Scale
Technologies, LLC, Meso Scale Diagnostics, LLC and IGEN
International, Inc.
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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.
IGEN INTERNATIONAL, INC.
By:
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Samuel J. Wohlstadter
Chairman of the Board &
Chief Executive Officer
Dated: December 5, 2000
