Attached files
file | filename |
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EX-10.2 - EXHIBIT 10.2 - IDENIX PHARMACEUTICALS INC | c15270exv10w2.htm |
EX-10.3 - EXHIBIT 10.3 - IDENIX PHARMACEUTICALS INC | c15270exv10w3.htm |
EX-10.1 - EXHIBIT 10.1 - IDENIX PHARMACEUTICALS INC | c15270exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 6, 2011
IDENIX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-49839 | 45-0478605 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
60 Hampshire Street Cambridge, MA |
02139 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (617) 995-9800
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
Amendments to Agreements
On April 6, 2011, Idenix Pharmaceuticals, Inc. (the Company), Idenix (Cayman) Limited and
Novartis Pharma AG (Novartis) entered into a sixth amendment to the the Development, License and
Commercialization Agreement, dated May 8, 2003 and as amended on April 30, 2004, December 21, 2004
and February 27, 2006, September 28, 2007 and January 23, 2009 (the DLCA) entered into among the
parties (the Sixth Amendment).
On April 6, 2011, the Company, Novartis and certain stockholders of the Company entered into
an amendment to the Amended and Restated Stockholders Agreement, dated as of July 24, 2004 (the
Stockholders Agreement) (the Stockholders Agreement Amendment).
On April 6, 2011, the Company and Novartis entered into a second amendment to that certain
letter agreement, dated as of March 21, 2003, by and between the Company and Novartis and amended
as of January 28, 2009 (the Second Letter Amendment). The following summary descriptions of
the Sixth Amendment, the Stockholders Agreement Amendment and the Second Letter Amendment do not
purport to be complete and are qualified in their entirety by reference to the Sixth Amendment,
which is attached as Exhibit10.1, to the Stockholders Agreement Amendment, which is attached as
Exhibit 10.2, and to the Second Letter Amendment, which is attached as Exhibit 10.3 to this Current
Report on Form 8-K and are incorporated herein by reference.
Pursuant to the Sixth Amendment, Novartis retains the exclusive option to obtain rights to
certain product candidates developed by the Company, or in some cases licensed to the Company, so
long as Novartis maintains ownership of 30% of the Companys Common Stock, or voting stock, rather
than ownership of 40% of the Companys Common Stock, as was the requirement prior to the execution
of the Sixth Amendment.
Pursuant to the Stockholders Agreement Amendment, the Company agrees to use its reasonable
best efforts to nominate for election as directors at least two designees of Novartis for so long
as Novartis maintains ownership of 30% of the Companys Common Stock, or voting stock, rather than
ownership of 35% of the Companys Common Stock, as was the requirement prior to the execution of
the Stockholders Agreement Amendment.
Additionally, the Second Letter Amendment provides that until such time as Novartis and its
affiliates own less than 30% of the Companys Common Stock, Novartis consent is required for the
selection and appointment of our chief financial officer. Prior to the execution of the Second
Letter Amendment, the ownership requirement was 40%. If in Novartis reasonable judgment the chief
financial officer is not satisfactorily performing his or her duties, the Company is required to
terminate his or her employment.
Amendments and Consents
Pursuant to the Stockholders Agreement, Novartis also executed a waiver and consent (the
General Waiver and Consent) whereby Novartis approved the sale by the Company of shares of its
Common Stock totaling up to $59.0 million (the Prospective Financing Shares); provided that
following the issuance of the Prospective Financing Shares, Novartis would still hold over 30% of
the Companys Common Stock. Novartis also approved an increase in the number of shares of the
Companys Common Stock authorized for issuance from 125,000,000 to 200,000,000.
Pursuant to the terms of the Stockholders Agreement and in connection with the General Waiver
and Consent executed by Novartis, other stockholders party to the Stockholders Agreement
collectively owning at least 66 2/3% of registrable shares under the Stockholders Agreement,
executed a consent whereby such stockholders:
| consented to the General Waiver and Consent by Novartis; |
| agreed to the Stockholders Agreement Amendment; and |
| agreed to an increase of up to $10.0 million in shares of Common Stock issuable under the Companys existing registration statement on Form S-3 (File No. 33-153471) as declared effective by the Securities and Exchange Commission on October 17, 2008. |
As of April 6, 2011, Novartis owned approximately 43% of the Companys Common Stock.
Item 8.01
Other Events
The
Companys cash and cash equivalents balance at March 31,
2011 was $31.4 million.
Item 9.01 Financial Statements and Exhibits.
(d) | The following exhibits are included in this report: |
Exhibit No. | Description | |||
10.1 | Amendment No. 6 to the Development, License and
Commercialization Agreement dated April 6, 2011, among the
Registrant, Idenix (Cayman) Limited and Novartis Pharma AG |
|||
10.2 | Amendment No. 1 dated April 6, 2011 to the Amended and
Restated Stockholders Agreement, dated July 27, 2004, by and
among the Registrant, Novartis Pharma AG and the stockholders
identified on the signature pages thereto |
|||
10.3 | Second Amendment to the Letter Agreement dated April 6, 2011,
by and between the Registrant and Novartis Pharma AG |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
IDENIX PHARMACEUTICALS, INC. | ||||||
Date: April 7, 2011
|
By: | /s/ Maria Stahl | ||||
Senior Vice President and General Counsel |
Exhibit Index
Exhibit No. | Description | |||
10.1 | Amendment No. 6 to the Development, License and
Commercialization Agreement dated April 6, 2011, among the
Registrant, Idenix (Cayman) Limited and Novartis Pharma AG |
|||
10.2 | Amendment No. 1 dated April 6, 2011 to the Amended and
Restated Stockholders Agreement, dated July 27, 2004, by and
among the Registrant, Novartis Pharma AG and the stockholders
identified on the signature pages thereto |
|||
10.3 | Second Amendment to the Letter Agreement dated April 6, 2011,
by and between the Registrant and Novartis Pharma AG |