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): November 16, 2007
Anika Therapeutics, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-21326 04-3145961
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
32 Wiggins Avenue, Bedford, MA 01730
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 457-9000
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160 New Boston Street, Woburn, Massachusetts 01801
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(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:
[_] 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))
Section 1 - Registrant's Business and Operations
Item 1.01. Entry Into a Material Definitive Agreement.
Item 1.02. Termination of a Material Definitive Agreement.
On November 16, 2007, Anika Therapeutics, Inc. (the "Company") agreed to
terminate the License and Development Agreement (the "License Agreement") with
Galderma Pharma S.A., a joint venture between Nestle and L'Oreal ("Galderma"),
and the Supply Agreement (together with the License Agreement, the "Agreements")
with Galderma and Galderma S.A., an affiliate of Galderma for the exclusive
worldwide development and commercialization of hyaluronic acid based cosmetic
tissue augmentation ("CTA") products. Both Agreements were entered into on June
30, 2006. Pursuant to the Agreements, Anika was responsible for the development
and manufacturing of the CTA products, and Galderma was responsible for the
commercialization, including distribution and marketing, of the CTA products
worldwide. The Company and Galderma mutually agreed to the termination of the
Agreements.
Under the terms of the Agreements, the Company received an upfront payment
of $1 million. The Agreements also set forth milestone events related to final
regulatory approvals of the CTA products in the United States and Europe,
respectively, that entitled the Company to aggregate milestone payments of up to
$5 million for the initial CTA product (of which $3.5 million was received) and
up to an additional $1.5 million for each additional CTA product that the
parties agreed to develop and market. In addition, the Agreements would have
provided the Company with transfer payments for supplying Galderma with the CTA
products and royalties based on sales of the Company's CTA products by Galderma
to its customers. The Agreements also provided for a number of additional
milestone payments of up to $14.5 million if CTA product net sales exceed
certain net sales targets. Under the terms of the Agreements, Galderma would
have supported the development of the Company's CTA products, including
reimbursement for certain development costs for the enhancement of the initial
CTA product, line extensions and clinical trial support, and the Company was
responsible for obtaining regulatory approvals. The Agreements had an initial
term of ten years, unless earlier terminated pursuant to any one of several
early termination rights of each party or renewed.
To terminate the Agreements, on November 16, 2007, the Company, Galderma
and Galderma S.A. entered into a Termination Agreement (the "Termination
Agreement"). Pursuant to the Termination Agreement, the Company will reacquire
worldwide control of the future development and marketing of ELEVESS, the brand
name of the Company's CTA products, and pay Galderma $4,250,000 for the
worldwide rights and ownership of the ELEVESS trademark and all related
packaging, marketing and promotional materials, as well as the clinical studies,
marketing research and training materials developed by Galderma. The Termination
Agreement contains mutual covenants and indemnifications that clarify the
post-termination rights and obligations of the parties and is subject to certain
closing conditions.
The foregoing description of the Agreements and the Termination Agreement
does not purport to be complete and is qualified in its entirety by reference to
the text of such agreements, which, in the case of the Agreements, have been
previously filed with the Securities and Exchange Commission, or, in the case of
the Termination Agreement, will be filed with the Company's Annual Report on
Form 10-K for the year ending December 31, 2007.
The Company issued a press release concerning the Termination Agreement,
which is attached hereto as Exhibit 99.1.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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99.1 Press Release issued by Anika Therapeutics, Inc. on November 20,
2007
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, thereunto duly authorized.
ANIKA THERAPEUTICS, INC.
November 21, 2007 By: /s/ KEVIN W. QUINLAN
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Kevin W. Quinlan
Chief Financial Officer
(Principal Financial Officer)
Exhibit Index
Exhibit No. Description
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99.1 Press Release issued by Anika Therapeutics, Inc. on November 20,
2007