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ACUR > SEC Filings for ACUR > Form 8-K on 26-Sep-2012All Recent SEC Filings

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Form 8-K for ACURA PHARMACEUTICALS, INC


26-Sep-2012

Entry into a Material Definitive Agreement, Other Events, Financial St


Item 1.01 Entry into a Material Definitive Agreement.

On September 26, 2012 we entered into a letter agreement ("Letter Agreement") with King Pharmaceuticals Research & Development, Inc. ("King"), now a subsidiary of Pfizer, Inc., (collectively "Pfizer") relating to the License, Development and Commercialization Agreement dated October 30, 2007 (the "License Agreement") between King and us.

As previously reported, on July 26, 2012 Pfizer provided notice to us of exercise of its right to terminate the license under the License Agreement to three development-stage products (oxycodone hydrochloride with acetaminophen, hydrocodone bitartrate with acetaminophen and an undisclosed third product) using the Company's AversionŽ Technology (the "Returned Products"). Pursuant to the License Agreement, prior to entry into of the Letter Agreement, such termination was to be effective twelve months after such notice.

Pursuant to the termination and the Letter Agreement:

ˇ Pfizer's license to the Returned Products will immediately terminate. We will no longer be eligible for milestones or royalties relating to the Returned Products.

ˇ We have the right to commence development of the Returned Products. Pfizer will transfer to us requested studies, data, regulatory filings and other information relating to the Returned Products pursuant to a transition process.

ˇ If any of the Returned Products are approved by the U.S. Food and Drug Administration, we can commercialize such Returned Product.

ˇ Certain mu opioids agreed to by us and Pfizer will not be subject to licensing by Pfizer in the future.

ˇ Pfizer retains all rights to OXECTAŽ (oxycodone hydrochloride) Tablets CII, and product line extensions thereof. Pfizer's marketing and royalty payment obligations under the License Agreement relating to OXECTAŽ remain unchanged.



Item 8.01 Other Events

On September 26, 2012 we issued a press release relating to the Letter Agreement, which press release is attached hereto as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits

Exhibit Number         Description

10.1                   Letter Agreement dated September 24, 2012 (executed
                       September 26, 2012) between Acura Pharmaceuticals Inc. and
                       King Pharmaceuticals Research and Development, Inc.
                       (Certain information has been omitted and filed separately
                       with the Securities and Exchange Commission. Confidential
                       treatment has been requested with respect to the omitted
                       portion.)

99.1                   Press Release dated September 26, 2012 Announcing Pfizer's
                       Immediate Return of Development Products.

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