UNITED
STATES
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): February
16, 2010
Lexicon
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-30111
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76-0474169
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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8800
Technology Forest Place
The
Woodlands, Texas 77381
(Address
of principal executive
offices
and Zip Code)
(281)
863-3000
(Registrant’s
telephone number,
including
area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
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□
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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□
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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
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Entry
into a Material Definitive
Agreement
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On
February 16, 2010, we entered into a revised collaboration and license agreement
with N.V. Organon and its affiliates Intervet Inc. and Schering Corporation,
acting through its Schering-Plough Research Institute division, which we
collectively refer to as Schering-Plough. Organon, formerly a
subsidiary of Akzo Nobel N.V., was acquired by Schering-Plough Corporation in
November 2007, which subsequently merged with Merck & Co., Inc. in November
2009.
The
revised agreement amends the terms of the alliance we entered into with Organon
in May 2005 to discover, develop and commercialize novel biotherapeutic
drugs. In the alliance, we created and analyzed knockout mice for 300
genes selected by the parties that encode secreted proteins or potential
antibody targets, and we and Organon jointly selected targets for further
research and development. We have received a total of $52.5 million in upfront
payments and research funding in connection with the alliance.
Under the
alliance as originally structured, we and Organon agreed to equally share costs
of and responsibility for research, preclinical and clinical activities, jointly
determine the manner in which collaboration products would be commercialized,
and equally benefit from product revenue. If fewer than five
development candidates were designated under the collaboration, our share of
costs and product revenue was to be proportionally reduced, and if more than
five development candidates were designated, we were to receive a milestone
payment for each additional development candidate. Each party had the
right to decline to participate in further research or development efforts with
respect to a collaboration product, in which case that party would receive
royalty payments on sales of such collaboration product rather than sharing in
revenue. Organon was to have principal responsibility for manufacturing
biotherapeutic drugs resulting from the collaboration for use in clinical trials
and for worldwide sales.
Under the
revised structure of the alliance, Schering-Plough will assume the full cost of
research activities conducted by either party in the alliance, and will assume
the full cost of and responsibility for preclinical, clinical and
commercialization activities with respect to biotherapeutic drugs resulting from
the alliance. We will be entitled to receive clinical and regulatory
milestone payments of up to $39 million for each drug target for which
Schering-Plough develops a biotherapeutic drug under the alliance. We
will also earn royalties on sales of biotherapeutic drugs commercialized by
Schering-Plough under the alliance.
In
connection with the revised agreement, we and Schering-Plough have agreed to
release from the alliance certain targets that had not been selected by the
parties for further research and development, with each party being free to
pursue such targets in the future without obligation to the other. In
the event that Schering-Plough elects not to continue research and development
of biotherapeutics drugs for a target remaining in the alliance, the parties may
similarly agree to release the target from the alliance, with each party being
free to pursue such target in the future without obligation to the
other. Alternatively, Lexicon, at its option, may obtain exclusive
rights, for the research and development of biotherapeutics drugs acting through
such target, to the intellectual property generated in the alliance or in the
development of resulting biotherapeutics drugs, subject to certain milestone and
royalty obligations to Schering-Plough.
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 thereunto
duly authorized.
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Lexicon
Pharmaceuticals, Inc.
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Date: February
22, 2010
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By:
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/s/
Jeffrey L.
Wade
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Jeffrey
L. Wade
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Executive Vice President
and
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General
Counsel
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