================================================================================
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): January 10, 2000
PHARMACIA & UPJOHN, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11557 98-0155411
- ------------------------------ ----------------------- --------------------
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation or Organization) Identification No.)
100 Route 206 North
Peapack, New Jersey 07977
- ---------------------------------------------------- ----------------------
(Address of Principal Executive Offices) (Zip Code)
(888) 768-5501
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
<PAGE>
ITEM 5. Other Events.
On January 10, 2000, Pharmacia & Upjohn, Inc., a Delaware corporation
("P&U"), and G.D. Searle & Co., a Delaware corporation and wholly-owned
subsidiary of Monsanto Company, a Delaware corporation ("Monsanto"), announced
an agreement to co-promote DETROL(TM) (tolterodine tartrate tablets) in the
United States.
This agreement is separate and independent from the merger agreement
announced in December 1999 by P&U and Monsanto.
A copy of the press release issued by P&U on January 10, 2000 is
attached hereto as Exhibit 99 and is hereby incorporated by reference herein.
ITEM 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
(99) Press Release, dated January 10, 2000.
1
<PAGE>
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.
Dated: January 10, 2000
PHARMACIA & UPJOHN, INC.
By: /s/ Don W. Schmitz
-----------------------------
Name: Don W. Schmitz
Title: Vice President, Associate
General Counsel and
Corporate Secretary
2
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
- -------------- --------------------------------------------------------------
99 Press Release, dated January 10, 2000.
3
Exhibit 99
Pharmacia & Upjohn and Searle to Co-Promote DETROL, The
Leading Treatment for Overactive Bladder
PEAPACK, N.J. and SKOKIE, Ill., January 10, 2000 -- Pharmacia & Upjohn
(NYSE: PNU) and Searle, today announced an agreement under which Searle, the
pharmaceutical subsidiary of the Monsanto Company will co-promote DETROL
(tolterodine tartrate tablets) in the United States.
Under the terms of the co-promotion agreement, Searle will deploy
approximately 475 sales representatives to promote DETROL in the U.S. beginning
on March 1, 2000. With the agreement, a combined sales force of approximately
1,800 representatives will promote DETROL to urology, primary care and other
physician audiences.
"We are very excited with this co-promotion agreement which provides us
access to additional resources for DETROL in the critical U.S. market," said
Tim Rothwell, Executive Vice President and President, Global Pharmaceutical
Operations of Pharmacia & Upjohn. "With the addition of the Searle sales force,
the number of representatives selling DETROL is nearly twice that of our
competition and positions us to extend our leadership in the rapidly growing
overactive bladder market."
Overactive bladder is a serious but treatable medical condition that is
estimated to affect 17 million Americans. However, current estimates indicate
that only a small minority of sufferers are currently being treated.
"We are pleased to be partnering with Pharmacia & Upjohn to support a
successful product with tremendous potential," said Alan L. Heller, Searle
Co-President and Chief Operating Officer. "We believe the market opportunity for
DETROL is large and that we can contribute by enhancing the outreach efforts to
inform the medical community about this exciting product. The added strength of
our highly-experienced sales force will support both market expansion and brand
growth."
Pharmacia & Upjohn recently announced it has submitted a supplemental New
Drug Application (sNDA) to the U.S. Food and Drug Administration for DETROL
containing new data that demonstrates the efficacy profile of DETROL in the
treatment of overactive bladder, including clinically and statistically
significant reductions in frequency and incontinence episodes compared with
placebo. There was additional benefit of increased bladder capacity as measured
by volume voided.
DETROL, which was introduced in the U.S. by Pharmacia & Upjohn in April
1998, is indicated for the treatment of people with overactive bladder with
symptoms of urinary frequency, urgency or urge incontinence. DETROL tablets are
contraindicated in patients with
<PAGE>
urinary retention, gastric retention, or uncontrolled narrow-angle glaucoma.
DETROL is a trademark of Pharmacia & Upjohn.
This agreement is separate and independent from the merger agreement
announced in December 1999 by Pharmacia & Upjohn and Monsanto. The merger is
expected to close in the second quarter of 2000.
Pharmacia & Upjohn is a global, innovation-driven pharmaceutical and health
care company. Pharmacia & Upjohn's products, services and employees demonstrate
its commitment to improving wellness and quality of life for people around the
world.
Searle, the pharmaceutical sector of Monsanto Company (NYSE: MTC),
develops, produces and markets prescription pharmaceuticals worldwide. The
company focuses its expertise on five therapeutic areas: arthritis,
cardiovascular disease, cancer, sleep, and women's health. Searle, the leading
arthritis company worldwide, is the largest provider of branded prescription
arthritis medicines in the United States and is the first company to bring COX-2
technology to the marketplace. For more information on Searle, access
www.searlehealthnet.com.
P&U Media Contact: Searle Media Contact:
Paul Fitzhenry Sally Benjamin Young
908-901-8770 847-581-6720
Rose Talarico
908-901-8516
P&U Analyst Contact: Searle Analyst Contact:
Craig Tooman Ann Gualtieri
908-901-8853 847-581-6280
