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): May 5, 2010
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):
o Written
communications 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 May 5,
2010, Micromet, Inc., through its wholly-owned subsidiary Micromet AG
(collectively, the “Company”), and Boehringer Ingelheim International GmbH
(“BI”) entered into a Collaboration and License Agreement (the “Agreement”)
under which the two companies will collaborate on the development and
commercialization of a BiTE antibody for the treatment of multiple
myeloma. The agreement also outlines the terms under which the
Company will co-promote the product in the United States if the product is
approved for commercial sale by the United States Food and Drug
Administration.
The
Company will be responsible for the generation of the BiTE antibody, and the
parties will collaborate on pre-clinical development activities. BI
will be responsible for the manufacturing and the worldwide clinical development
of the product. The Company and BI will co-promote the product in the
United States, and BI will be responsible for the commercialization of the
product outside the United States. BI will bear all costs of the
development and commercialization of the product, except that the Company will
bear the costs related to its own pre-clinical activities up to a specified
amount and the cost of its own sales force used to co-promote the product in the
United States.
Under the
terms of the Agreement, BI will pay the Company an upfront cash payment of €5
million (approximately $6.6 million as of the date of the execution of the
Agreement). The Company will be eligible to receive up to €50 million
(approximately $66 million as of the date of the execution of the Agreement)
upon the achievement of specified development and regulatory milestones. If a
BiTE antibody that is the subject of the collaboration is approved for
marketing, the Company will be eligible to receive tiered low double-digit
royalties on net sales of the product outside the United States, and for the
rights and licenses granted under the Agreement and its additional co-promotion
efforts, a sales participation payment in the United States increasing over a
period of three years from a percentage of net sales in the mid-twenties to the
low thirties, in each case subject to reduction upon the entry of material
generic competition or, with respect to the United States only, the termination
of the Company’s co-promotion obligations.
The term
of the Agreement will continue until the expiration and satisfaction of all
payment obligations under the Agreement, unless earlier terminated in accordance
with its terms. Either party will have the right to terminate the Agreement for
material breach by the other party that is not cured within a specified period.
BI will have the right to terminate the Agreement with 90 days prior notice for
any reason at any time prior to the first commercial sale of the BiTE antibody
and for any reason with 180 days prior notice thereafter. The Company will have
the right to terminate the Agreement with 90 days prior notice at specified
points in the development plan.
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 the Company intends to file as an exhibit to its Quarterly
Report on Form 10-Q for the quarter ending June 30, 2010.
Item
8.01. Other Events.
On May 5,
2010, the Company issued a press release announcing the Company’s execution of
the Agreement with BI, 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 May 5, 2010.
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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: May
10,
2010
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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 May 5, 2010.
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