UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 14, 2012
Synergy Pharmaceuticals Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-35268 |
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33-0505269 |
(State or other jurisdiction |
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(Commission |
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IRS Employer |
of incorporation or organization) |
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File Number) |
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Identification No.) |
420 Lexington Avenue, Suite 1609
New York, NY 10170
(Address of principal executive offices)
Registrants telephone number, including area code: (212) 297-0020
(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 communication 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
On September 14, 2012, Synergy Pharmaceuticals Inc. (the Company) entered into a binding letter of intent (the LOI) with Ironwood Pharmaceuticals, Inc. (Ironwood) pursuant to which the Company and Ironwood agreed to enter into a definitive license agreement giving the Company an exclusive worldwide license to Ironwoods method of use patents on plecanatide for the treatment of chronic constipation. The LOI contemplates a low single digit royalty on net sales and both parties agreed not to challenge each others patents covering certain GC-C agonists. The Company retains the right to challenge Ironwoods method of use patents on plecanatide.
SIGNATURE
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.
Dated: September 20, 2012 |
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SYNERGY PHARMACEUTICALS INC. | |
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By: |
/s/ Gary S. Jacob |
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Gary S. Jacob, Ph.D. |
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President and Chief Executive Officer |