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ARIA > SEC Filings for ARIA > Form 8-K on 25-Feb-2014All Recent SEC Filings

Show all filings for ARIAD PHARMACEUTICALS INC

Form 8-K for ARIAD PHARMACEUTICALS INC


25-Feb-2014

Termination of a Material Definitive Agreement, Results of Operations a


ITEM 1.02 Termination of a Material Definitive Agreement.

On February 20, 2014, ARIAD Pharmaceuticals, Inc. (the "Company") received from Merck, Sharpe & Dohme Corp. ("Merck") a notice of termination (the "Notice") of the Amended and Restated Collaboration and Exclusive License Agreement, dated May 4, 2010, between the Company and Merck (the "Agreement"). Under the Agreement, the Company had granted Merck an exclusive license to develop, manufacture and commercialize ridaforolimus in oncology, and Merck assumed responsibility for all activities related to the development, manufacture and commercialization of ridaforolimus and agreed to fund 100 percent of all ridaforolimus costs incurred after January 1, 2010. The Agreement provided that Merck would develop ridaforolimus in multiple oncology indications. In addition, under the Agreement, Merck had paid the Company $75 million in up front and milestone payments and had agreed to pay the Company potential additional milestone payments of up to $289 million associated with potential regulatory filings and approvals and up to $200 million associated with the achievement of certain sales thresholds, subject to regulatory approval and commercialization of ridaforolimus.

Merck delivered the Notice pursuant to the provisions in the Agreement allowing it to terminate the Agreement for convenience upon nine months' written notice, and so the termination will be effective on November 20, 2014. Upon termination of the Agreement, rights to ridaforolimus will be returned to the Company. As provided in the Agreement, the parties will agree upon and implement plans for the orderly transition of development, manufacturing and commercialization of ridaforolimus from Merck back to the Company.



ITEM 2.02 Results of Operations and Financial Condition.

In a press release dated February 25, 2014, the Company announced financial results for the fourth quarter and year ended December 31, 2013, financial guidance for 2014, and an update on corporate developments. A copy of the press release is attached hereto as Exhibit 99.1. The information under the headings "2013 Fourth Quarter and Full-Year Financial Results" and "Today's Conference Call at 8:30 a.m. ET" and the condensed consolidated financial information included in the press release are incorporated by reference into this Item 2.02 of this Current Report on Form 8-K.



ITEM 7.01 Regulation FD Disclosure.

In the press release dated February 25, 2014, the Company also provided information regarding financial guidance for 2014 as well as upcoming investor meetings. The information set forth under the headings "Financial Guidance for 2014" and "Upcoming Investor Meetings" in the press release are incorporated by reference into this Item 7.01 of this Current Report on Form 8-K.



ITEM 8.01 Other Events.

In the press release dated February 25, 2014, the Company also provided an update on its IclusigŪ and AP26113 programs, its discovery research program and ridaforolimus, including Merck's notice of termination of the parties' license agreement referred to above. The second paragraph of the press release and the information set forth under the headings "Recent Progress and Key Objectives" together with the information contained in Item 1.02 above and the forward-looking statement disclaimer at the end of the press release, are incorporated by reference into this Item 8.01 of this Current Report on Form 8-K.




ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number    Description

99.1      Press release dated February 25, 2014.

The press release contains hypertext links to information on our websites. The information on our websites is not incorporated by reference into this Current Report on Form 8-K and does not constitute a part of this Form 8-K.

The portions of the press release incorporated by reference into Item 8.01 of this Current Report on Form 8-K are being filed pursuant to Item 8.01. The remaining portions of the press release are being furnished pursuant to Items 2.02 and 7.01 of this Current Report on Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.


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