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BIIB > SEC Filings for BIIB > Form 8-K on 2-Apr-2013All Recent SEC Filings

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Form 8-K for BIOGEN IDEC INC.


2-Apr-2013

Termination of a Material Definitive Agreement


Item 1.02. Termination of a Material Definitive Agreement.
The information in Item 2.01 of this Current Report on Form 8-K relating to the termination of the ANTEGREN Development and Marketing Collaboration Agreement between Biogen Idec Inc. ("Biogen Idec") and Elan Pharma International Limited dated August 15, 2000, is incorporated by reference into this Item 1.02. Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 2, 2013, Biogen Idec International Holding Ltd. (the "Company"), a wholly-owned subsidiary of Biogen Idec, completed its acquisition of all applicable strategic, commercial, decision-making and intellectual property rights to TYSABRIŽ (natalizumab) (the "Transaction"), pursuant to the terms of an Asset Purchase Agreement dated as of February 5, 2013 (the "Purchase Agreement") by and among the Company, Elan Pharma International Limited and Elan Pharmaceuticals, Inc. (collectively, "Elan").
Under the terms of the Purchase Agreement, the Company paid Elan an upfront cash payment in the aggregate amount of $3.25 billion, which payment was funded with cash on hand. Subject to the terms of the Purchase Agreement, the Company and Elan will continue to share TYSABRI profits equally until April 30, 2013. Commencing May 1, 2013 and for the first twelve months thereafter, the Company will make contingent payments to Elan equal to 12% of global net sales of TYSABRI, and thereafter, 18% of annual global net sales of TYSABRI up to $2.0 billion and 25% of annual global net sales of TYSABRI that exceed $2.0 billion. In 2014 only, the $2.0 billion threshold will be pro-rated for the portion of 2014 remaining after the completion of the first twelve months of contingent payments.
Effective upon the closing, the ANTEGREN Development and Marketing Collaboration Agreement between Biogen Idec and Elan Pharma International Limited dated August 15, 2000 was terminated in its entirety.
The forgoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed with the Securities and Exchange Commission on February 12, 2013 as Exhibit 2.1 to the Company's Current Report on Form 8-K/A and is incorporated herein by reference. A copy of the press release announcing the closing of the Transaction is filed with this report as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits.
The exhibits listed on the Exhibit Index immediately preceding such exhibits are filed as part of this Current Report on Form 8-K.


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