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): July 25, 2007
(Exact name of registrant as specified in its charter)
(Commission File Number)
|(State or other jurisdiction of
||(I.R.S. Employer Identification No.)
300 Atrium Drive, Somerset, NJ 08873
(Address of principal executive offices, with zip code)
(Registrants telephone number, including area code)
(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)
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Item 1.01 Entry into a Material Definitive Agreement.
On July 25, 2007, Alfacell Corporation (the Company) entered into a Distribution
and Marketing Agreement (the Distribution Agreement), with USP Pharma Spolka Z.O.O. (the
Distributor), an affiliate of U.S. Pharmacia, pursuant to which the Distributor was granted
exclusive rights for the marketing, sales, and distribution of ONCONASE for use in oncology in
Poland, Belarus, Ukraine, Estonia, Latvia, and Lithuania (the Territory) for an intitial term
that ends upon the earlier of (i) 10 years from the first commercial sale in the Territory and (ii)
the date all of the patents covering the product in the Territory expire. Alfacell received an
upfront payment of $100,000 and will also be entitled to receive milestone payments based on the
achievement of certain regulatory approvals and certain sales goals. In addition, Alfacell will
receive a royalty on net sales as well as a transfer price for product sold by Alfacell to the
Alfacell will be responsible for making regulatory filings with and seeking marketing approval
of ONCONASE in the Territory and manufacturing and supplying ONCONASE to the Distributor. The
Distributor will be responsible for all commercial activities and related costs in the Territory.
In connection with the Distribution Agreement, the Company and Unilab LP, an affiliate of
U.S. Pharmacia (the Purchaser), entered into a Securities Purchase Agreement, (the Purchase
Agreement), pursuant to which the Company issued an aggregate of 553,360 shares of its restricted
common stock for a per share purchase price of $2.53 or an aggregate purchase price of
approximately $1.4 million.
The securities sold pursuant to the Purchase Agreement have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the United States in the
absence of an effective registration statement or exemption from registration requirements.
Item 3.02 Unregistered Sales of Equity Securities.
On June 15, 2007, McCash Family Limited Partnership exercised warrants to purchase 100,000
shares of the Company's common stock at an exercise price of $0.60 per share. On July 17, 2007, Michael Hamblett
exercised warrants to purchase 5,819 shares of the Company's common stock at an exercise price of $0.75 per
share. As described in Item 1.01, on July 25, 2007, the Company issued an aggregate of 553,360
shares of its restricted common stock to Unilab LP pursuant to the Purchase Agreement for a per
share purchase price of $2.53 or an aggregate purchase price of approximately $1.4 million. On July
27, 2007, McCash Family Limited Partnership exercised warrants to purchase 100,000 shares of the
Companys common stock at an exercise price of $0.60 per share.
The issuance of the shares pursuant to the Purchase Agreement and these warrant exercises were
exempt from registration under Section 4(2) of the Securities Act of 1933, as amended.
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