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 13, 2007
HALOZYME THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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| Nevada
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000-49616
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88-0488686 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 11588 Sorrento Valley Road, Suite 17, San Diego, California
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92121 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (858) 794-8889
Not Applicable
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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)) |
TABLE OF CONTENTS
Item 1.01 Entry into Material Definitive Agreement.
On February 13, 2007, a subsidiary of Halozyme Therapeutics, Inc. (“Halozyme”),
Halozyme, Inc., Baxter Healthcare Corporation (“BHC”) and Baxter Healthcare S.A. (“BHSA” and along
with BHC, collectively, “Baxter”) entered into the following agreements:
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Enhanze License and Collaboration Agreement (the “License”); |
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Amended and Restated Exclusive Distribution Agreement (amending that certain Exclusive
Distribution Agreement between the parties dated as of August 13, 2004, as amended on March
24, 2005 and December 8, 2005) (the “Distribution Agreement”); and |
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Amended and Restated Development and Supply Agreement (amending that certain
Development and Supply Agreement between the parties dated as of March 24, 2005) (the
“Development Agreement” and along with the License and Distribution Agreement, the
“Agreements”). |
Under
the terms of the License, Baxter will obtain a worldwide, exclusive license to develop
and commercialize product combinations of rHuPH20, Halozyme’s proprietary recombinant human
hyaluronidase, with Baxter hydration fluids and generic small molecule drugs (with the exception of
combinations with (i) bisphosphonates as well as (ii) cytostatic and cytotoxic chemotherapeutic
agents, the rights to which have been retained by Halozyme). In addition, Baxter will pay
royalties on the sales, if any, of the products that result from the collaboration.
Under the terms of the Distribution Agreement, Baxter paid Halozyme an initial upfront payment
of $10 million and, pending the successful completion of a series of regulatory and sales events,
Baxter may make milestone payments which could potentially reach a value of up to $25 million. In
addition, Baxter will pay royalties on the sales of products covered under the Distribution
Agreement. Baxter prepaid $1 million of these royalties in connection with the execution of the
Agreements and Baxter will be obligated to prepay $9 million of additional royalties on or prior to
January 1, 2009.
Under the terms of the Development Agreement, Baxter will now assume all development,
manufacturing, clinical, regulatory, sales and marketing costs of the products covered by the
Distribution Agreement.
In addition, on February 13, 2007, an affiliate of Baxter purchased 2,070,394 shares of
Halozyme’s common stock for an aggregate of $20 million (as further described in Item 3.02 below).
The preceding description of the Agreements is a summary of the material terms of those
agreements and does not purport to be complete. The descriptions of the Development Agreement and
Distribution Agreement are qualified in their entirety by the copies of such agreements which will
be filed in a subsequent Form 8-K/A.
Item 3.02
Unregistered Sales of Equity Securities.
On
February 13, 2007, Halozyme sold 2,070,394 shares (the “Shares”) of its common stock,
$0.001 par value per share (the “Shares”), to Baxter International Inc. (“BII”) pursuant to a Stock
Purchase Agreement (the “Purchase Agreement”). The Shares were sold at a per share purchase price
of $9.66 per share and Halozyme received gross proceeds of $20 million. The per share purchase price
represented a 25% premium to the average closing price of Halozyme’s common stock as reported by
the American Stock Exchange over the thirty (30) trading days immediately preceding the date of the
Purchase Agreement.
No shareholder approval was required for the sale of the Shares. BII represented that it is
an accredited investor as defined in the Securities Act of 1933, as amended (the “Securities Act”),
and the Shares were sold pursuant to exemptions from registration under Regulation D of the
Securities Act. Proceeds from the sale of the Shares will be used to support Halozyme’s ongoing
operations, including research and development activities, as well as for other general corporate
purposes.
Halozyme has not filed a registration statement with the Securities and Exchange Commission
(the “SEC”) covering the resale of the Shares, but BII may request that Halozyme register the
Shares after the earlier of (i) the two year anniversary of the sale of the Shares or (ii) the date
upon which Halozyme’s Board of Directors announces the approval of a change of control transaction.
Halozyme will not be required to register the Shares if BII and Halozyme mutually agree that the
Shares may be sold pursuant to the provisions of Rule 144 under the Securities Act of 1933, as
amended.