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): March 17, 2006
Medicis Pharmaceutical Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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0-18443
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52-1574808 |
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| (State of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number) |
8125 North Hayden Road
Scottsdale, Arizona 85258-2463
(Address of principal executive offices) (Zip Code)
(602) 808-8800
(Registrant’s telephone number, including area code)
N/A
(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:
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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))
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TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On March 20, 2006, Medicis Pharmaceutical Corporation (“Medicis”) announced the
effectiveness of a Development & Distribution Agreement (“DDA”) between Aesthetica Ltd.
(“Aesthetica”), a wholly owned subsidiary of Medicis, and Ipsen Ltd. (“Ipsen”), an affiliate of
Ipsen S.A. The DDA is dated as of March 17, 2006. Pursuant to the DDA, Ipsen has
granted Aesthetica rights to develop, distribute and commercialize Ipsen’s botulinum toxin product
(the “Product”) in the United States, Canada and Japan (the “Territory”) for aesthetic use by
physicians. The Product is commonly referred to as Reloxin® in the United States aesthetic market
and Dysport® for medical and aesthetic uses outside the United States. The Product is not
currently approved for use in the United States.
Pursuant to the terms of the DDA, Aesthetica paid Ipsen $90.1 million in consideration for the
exclusive distribution rights in the Territory and has agreed to pay an additional $26.5 million
upon successful completion of various clinical and regulatory milestones, $75.0 million upon the
Product’s approval by the U.S. Food and Drug Administration (“FDA”) and $2.0 million upon
regulatory approval of the Product in Japan, amounting to a total of $193.6 million. Ipsen will
manufacture and provide the Product for Aesthetica for the term of the DDA. Ipsen will receive a
royalty based on sales and a supply price, the total of which is equivalent to approximately 30% of
net sales as defined under the DDA, provided that Ipsen will be entitled to receive specified
minimum royalties which vary depending upon the applicable country within the Territory.
Aesthetica will be responsible for all remaining research and development costs associated with
obtaining the Product’s approval in the Territory. Pursuant to a guarantee agreement, Medicis has
guaranteed all of Aesthetica’s obligations to Ipsen under the
DDA. The initial term of the DDA expires on September 28, 2019. The
DDA may be terminated prior to the end of the initial term under
certain circumstances.
In connection with the DDA, Aesthetica and Ipsen entered into a Trademark Assignment
Agreement, pursuant to which Ipsen assigned its rights in the Reloxin® trademark throughout the
world to Aesthetica. Aesthetica and Ipsen also entered into a Trademark License Agreement,
pursuant to which Aesthetica exclusively licensed the Reloxin® trademark to Ipsen for use in connection with
the manufacture, promotion and distribution of formulations of
botulinum toxins in certain territories.
Additionally, Aesthetica and Ipsen have agreed to negotiate and enter into an agreement
relating to the exclusive distribution and development rights of the Product for the aesthetic
market in Europe, and subsequently in certain other markets (the “International Agreement”). Under
the International Agreement, Aesthetica would pay upfront and other milestone payments linked to
the development and approval of the Product as well as royalties based on net sales. Ipsen would
manufacture and supply the Product to Aesthetica. The terms of the International Agreement will be
disclosed after its execution, which is expected to occur on or
before April 15, 2006. If the
International Agreement is not entered into by April 16, 2006, Aesthetica will be obligated to make
an additional payment to Ipsen in connection with the DDA.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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| Date: March 24, 2006 |
By: |
/s/ Mark A. Prygocki, Sr.
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Mark A. Prygocki, Sr. |
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Executive Vice President, Chief Financial
Officer,
Corporate Secretary and Treasurer |
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