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| SGYP > SEC Filings for SGYP > Form 8-K on 23-Aug-2012 | All Recent SEC Filings |
23-Aug-2012
Entry into a Material Definitive Agreement, Completion of Acquisiti
On August 17, 2012, Synergy Pharmaceuticals Inc. (the "Company") entered into an Asset Purchase Agreement (the "Agreement") with Bristol-Myers Squibb Company ("BMS") pursuant to which the Company acquired the assets and certain liabilities related to FV-100, an orally available nucleoside analogue, currently being developed for the treatment of shingles, a severe, painful skin rash caused by reactivation of the varicella zoster virus - the virus that causes chickenpox. The terms of the Agreement provide for an initial payment of $1 million, as well as subsequent milestone payments covering marketing approval and on achieving the milestone of aggregate net sales equal to or greater than $125 million, as well as a single digit royalty based on net sales.
The Company and BMS have made customary representations, warranties and covenants in the Agreement. In addition, the Company and BMS have agreed to customary indemnification provisions as well as termination of the Agreement under certain circumstances.
The information set forth in Item 1.01 is incorporated into this Item 2.01 by reference.
On August 23, 2012, the Company issued a press release announcing that it had entered into the Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference.
The information in the press release is being furnished, not filed, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, the information in the press release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
(d) Exhibits.
Exhibit
No. Description
99.1 Press release of Synergy Pharmaceuticals Inc., dated August 23, 2012
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