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): January 12,
2009
MICROMET,
INC.
(Exact Name of Registrant as Specified in
its Charter)
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Delaware
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0-50440
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52-2243564
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(State or Other
Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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6707
Democracy Boulevard, Suite 505, Bethesda, MD
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20817
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(Address of Principal Executive
Offices)
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(Zip
Code)
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Registrant’s telephone number, including area code:
(240)
752-1420
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(Former Name or Former Address, if
Changed Since Last
Report.)
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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)
[ ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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
January 12, 2009, Micromet, Inc. through its wholly-owned subsidiary Micromet AG
(collectively, the “Company”) entered into an option, collaboration and license
agreement (the “Agreement”) with Bayer Schering Pharma AG (“Bayer Schering
Pharma”), under which Bayer Schering Pharma has the exclusive option to obtain a
license to one of the Company’s preclinical BiTE antibodies against an
undisclosed oncology target.
Under the
terms of the Agreement, Bayer Schering Pharma will pay the Company a Euro 4.5
million fee to secure a one year option on a specific BiTE
antibody. Bayer Schering Pharma may exercise this option on or before
January 5, 2010 through the additional payment of an option exercise
fee. The exercise of the option would trigger a formal collaboration
between the Company and Bayer Schering Pharma on the development of the BiTE
antibody through the completion of phase 1 clinical trials, at which point Bayer
Schering Pharma would assume full control of the further development and
commercialization of the BiTE antibody. In addition to the payment of
the initial option fee, the Company would be eligible to receive an option
exercise fee, and development and sales milestone payments of approximately Euro
290 million in total and up to double digit royalties based on tiered net sales
of the product to be developed under the Agreement. In addition, the
Company would be reimbursed for its R&D expenses incurred in connection with
the development of the BiTE antibody in the collaboration with Bayer Schering
Pharma.
Prior to
exercising the option, Bayer Schering Pharma may terminate the Agreement for any
reason by 30 days prior written notice to the Company. After exercise
of the option, Bayer Schering Pharma can terminate the Agreement for any reason
by 120 days prior written notice to the Company.
The
foregoing description of the Agreement is a summary only, does not purport to be
complete, and is qualified in its entirety by reference to the full text of the
Agreement, which will be filed as an exhibit to the Company’s Quarterly Report
on Form 10-Q for the quarter ending March 31, 2009.
Item
8.01. Other Events.
On
January 12, 2009, the Company issued a press release announcing the Company’s
entry into the Option, Collaboration and License Agreement with Bayer Schering
Pharma, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements
and Exhibits.
(c) Exhibits.
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Exhibit
No.
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Description
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99.1
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Press
Release dated January 12,
2009.
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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 hereunto duly authorized.
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MICROMET, INC. |
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Date: January
14, 2009
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By:
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/s/ Matthias
Alder |
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Name: |
Matthias
Alder |
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Title: |
Senior
Vice President &
General
Counsel |
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Press
Release dated January 12,
2009.
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