UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
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 25, 2011
ALBANY
MOLECULAR RESEARCH, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-25323
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14-1742717
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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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21
Corporate Circle, P.O. Box 15098, Albany, NY
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12212
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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: (518) 512-2000
(Former
name or former address, if changed since last report)
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 ( see
General Instruction A.2. below) :
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
This
current report on Form 8-K/A updates information provided on a
Form 8-K dated January 25, 2011 in which Albany Molecular Research,
Inc. (AMRI) provided certain information related to the Allegra family of
products. Specifically, this amendment clarifies financial accountability
amongst the plaintiffs for the bond posted as security related to the
preliminary injunction granted by the United States District Court on June 14,
2010.
Item
8.01 Other Events
Albany
Molecular Research, Inc. and its exclusive licensee, sanofi-aventis US, filed a
stipulation regarding generic versions of Allegra (fexofenadine
HCl and fexofenadine HCl-pseudophedrine) products with the United
States District Court for the District of New Jersey on January 28, 2011.
The stipulation permits an immediate appeal of the District Court’s Markman
ruling which was filed on January 14, 2011. The District
Court’s Markman ruling contained a restrictive interpretation
of a patent claim limitation to require a high purity for
a chemical intermediate. This ruling was different from the
same Court’s interpretation of that same claim limitation when a
preliminary injunction was issued in June of 2010. The stipulation
filed by AMRI and sanofi-aventis US states that based on the Court’s Markman
ruling, AMRI and sanofi-aventis US cannot prove infringement of U.S. Patent No.
7,390,906 by Dr. Reddy’s generic Allegra products. As a result of the
stipulation, the District Court has lifted the preliminary injunction
prohibiting Dr. Reddy’s Laboratories from commercializing its generic version of
Allegra-D® 24-Hour
(fexofenadine HCl-pseudophedrine) tablets in the United States.
The
parties agreed that there will be no application for a decision on the $40
million security, posted by sanofi-aventis US in connection with the
preliminary injunction, without prior approval of the Court,
until after resolution of the appeal. AMRI was not required to post
any security in support of the preliminary injunction issued in June
2010.
On January 25, 2011, sanofi-aventis US
and its U.S. Consumer Healthcare Division, Chattem, Inc. announced that the U.S.
Food and Drug Administration (FDA) approved the Allegra® (fexofenadine HCl)
family of allergy medication products for over-the counter (OTC) use. The
Allegra® family of products will be available in the United States without a
prescription in March 2011.
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.
Date: February
2, 2011
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ALBANY
MOLECULAR RESEARCH, INC.
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By:
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/s/
Mark T. Frost
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Name:
Mark T. Frost
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Title:
Senior Vice President, Administration,
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Chief
Financial Officer and
Treasurer
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