SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 25, 2011
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of
Incorporation or Organization)
730 STOCKTON DRIVE, EXTON, PENNSYLVANIA 19341
(Address of Principal Executive Offices including Zip Code)
(Registrants Telephone Number, Including Area Code)
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:
|¨||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(17CFR240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))|
|Item 1.01||Entry into a Material Definitive Agreement|
On May 25, 2011, ViroPharma Incorporated (ViroPharma) and Norwich Pharmaceuticals, Inc. (NPI) entered into the Second Amendment to Project Agreement No. 2 (the Amended Project Agreement), related to the manufacture and packaging of Vancocin capsules finished product (the Product). The Amended Project Agreement contains the general ordering and commercial supply terms and conditions as well as the specific economic terms for purchase of the Product including price. Under the Amended Project Agreement, the term was extended to August 31, 2016 from August 7, 2011 and the parties agreed to revised pricing and customary termination terms. In addition, ViroPharma agreed to pay NPI a minimum annual amount for each calendar year during the term of the agreement if an abbreviated new drug application for a generic version of the Product is approved during the term of the Amended Project Agreement.
ViroPharma intends to file a copy of the Agreement as an exhibit to the Companys quarterly report on Form 10-Q for the quarter ended June 30, 2011 with portions omitted and filed separately with the Securities Exchange Commission pursuant to a request for confidential treatment.
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: May 31, 2011||By:|
|J. Peter Wolf|
|Vice President, General Counsel and Secretary|