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): November 4,
2009
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
November 4, 2009, Micromet, Inc. through its wholly owned subsidiary Micromet AG
(“Micromet”)
entered into a termination and license agreement (the “2009
Agreement”) with MedImmune, LLC (“MedImmune”)
under which Micromet acquired MedImmune’s remaining option right to
commercialize Micromet’s BiTE® antibody product candidate blinatumomab, also
known as MT103, in North America. The 2009 Agreement terminates the
June 2003 collaboration and license agreement (the “2003
Agreement”) under which MedImmune had been granted the right to develop
and commercialize blinatumomab and other BiTE antibodies for the treatment of
hematological cancers in North America.
As
previously disclosed in Micromet’s SEC filings, in March 2009, MedImmune had
elected to end the clinical development of blinatumomab in North America,
while continuing the development of the commercial manufacturing process at its
cost. MedImmune also elected to commence the development of a new BiTE
antibody for the treatment of hematological cancers under the terms of the 2003
Agreement. Further, MedImmune retained a one-time option to reacquire the
commercialization rights to blinatumomab in North America at predefined
terms upon the first marketing approval obtained by Micromet for
blinatumomab in the United States. As a result of the 2009 Agreement,
Micromet now controls global rights to develop and commercialize blinatumomab,
as well as any other BiTE antibodies binding to antigens relevant for
hematological cancers that had been licensed to MedImmune under the 2003
Agreement.
Under the
terms of the 2009 Agreement, MedImmune will sell to Micromet the remaining stock
of blinatumomab clinical trial material and will transfer the manufacturing
process for this product candidate to Micromet or its contract
manufacturer. Micromet will make an upfront payment of $6.5 million
in installments through December 2010. In addition, MedImmune is eligible to
receive up to an aggregate of $19 million from Micromet based upon the
achievement of specified strategic and regulatory milestone events relating to
blinatumomab in North America, and a low single-digit royalty based on net sales
of blinatumomab in North America.
The
termination of the 2003 Agreement regarding blinatumomab does not affect
Micromet’s ongoing collaboration with MedImmune for the development of its BiTE
antibody product candidate MT111 targeting carcinoembryonic antigen
(CEA).
The
foregoing description of the 2009 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 2009 Agreement. The 2009 Agreement will be filed as an exhibit
to Micromet’s Annual Report on Form 10-K for the fiscal year ending December 31,
2009.
Item
1.02. Termination of a Material Definitive Agreement.
The
information set forth in Item 1.01 above is incorporated herein by
reference.
Item
8.01. Other Events.
On
November 5, 2009, Micromet issued a press release announcing the entry into the
2009 Agreement and the termination of the 2003 Agreement, a copy of which is
attached to this report 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 November 5,
2009.
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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: November 5,
2009
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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 November 5,
2009.
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