Attached files
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| EX-99.1 - CardioVascular BioTherapeutics, Inc. | v204271_ex99-1.htm |
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): November 22, 2010
CardioVascular
BioTherapeutics, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-51172
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33-0795984
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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9500
Hillwood Drive, Suite 200
Las
Vegas, Nevada
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89134
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 702-839-7200
(Former
name or former address, if changed since last report)
1635
Village Center Circle, Suite 250
Las
Vegas, Nevada 89134
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 | Entry into a Material Definitive Agreement | |||
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CardioVascular
BioTherapeutics, Inc. (the “Company”) announced in a press release on
November 30, 2010 that it has licensed Phase II diabetic wound healing
data from Merck.
A
copy of this press release is furnished as Exhibit 99.1 to this report.
This information shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and is not incorporated
by reference into any filing of the company, whether made before or after
the date of this report, regardless of any general incorporation language
in the filing.
The
Company entered into an exclusive licensing agreement (the “Agreement”)
with Merck Sharp & Dohme Corp. (“Merck”) on November 22, 2010 whereby
Merck licenses to the Company on a world-wide basis the use of Merck
proprietary information with respect to Merck’s wound healing program in
connection with the Company’s development of pharmaceutical products
containing the Company’s FGF-1 molecule in the field of dermal wound
healing. The licensed information includes but is not
limited to Merck’s FDA Phase II results and information. The
Agreement provides for the Company to make an initial payment and royalty
payments in the future based upon sales of the Company’s drug candidate
CVBT 141-B. The amount of such royalty is dependent upon the
outcome of future events. The term of the Agreement runs until
the Company has paid to Merck a stipulated aggregate amount of royalties,
after which time the Company will have a fully paid-up license to the
licensed information. Nevertheless, the Company may terminate
the Agreement at any time and for any reason upon 30-days
notice. Moreover, Merck may terminate the Agreement for a
material breach of the Agreement by the Company, subject to a 90-day cure
period in favor of the Company. Furthermore, the Company has
certain obligations to try to develop pharmaceutical product based on the
licensed information. Merck has the right to terminate the
Agreement if the Company fails to use commercially reasonable efforts to
develop and commercialize these products, subject to a twelve-month cure
period in favor of the Company. The Agreement also contains
provisions (believed by the Company to be fairly customary) regarding
representations and warranties; record keeping and reporting; intellectual
property and confidentiality; disclaimers, insurance, limitations on
liability and indemnification; and dispute
resolution.
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| Item 9.01 | Financial Statements and Exhibits | |||
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(d)
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Exhibits
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Exhibit
Number
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Description
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| 99.1 | Press Release dated November 30, 2010 announcing CardioVascular BioTherapeutics, Inc. has licensed Phase II diabetic wound healing data from Merck. |
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.
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CARDIOVASCULAR
BIOTHERAPEUTICS, INC.
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Date:
November 30, 2010
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By:
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/s/
Mickael A. Flaa
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Mickael
A. Flaa
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
Release dated November 30, 2010 announcing CardioVascular BioTherapeutics,
Inc. has licensed Phase II diabetic wound healing data from
Merck.
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