imm8k-121007.htm
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)
December
5, 2007
IMMTECH
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
North End Avenue
New
York, New York 10282
(Address
of Principal Executive Offices, including Zip Code)
(212)
791-2911
(Registrant’s
telephone number, including area code)
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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 1.01
Entry
into a Material Definitive
Agreement
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On
December 5, 2007, Immtech Pharmaceuticals, Inc. (the “Company”) entered into a
licensing agreement (the “Agreement”) with BioAlliance Pharma SA
(“BioAlliance”). Under the terms of the Agreement, the Company
granted BioAlliance and its affiliates an exclusive license to commercialize
the
Company’s oral drug, pafuramidine maleate (pafuramidine), in Europe for the
treatment of pneumocystis pneumonia (PCP) in AIDS patients and for the treatment
of Human African trypanosomiasis, also known as African sleeping
sickness. Pafuramidine is currently in Phase III clinical trials for
these two indications. The Company also granted BioAlliance an option
to commercialize pafuramidine in Europe for the prevention and treatment of
malaria in travelers.
Pursuant
to the Agreement, the Company has received an initial payment of $3.0 million
from BioAlliance and will receive an additional $13.0 million upon achieving
certain regulatory and pricing milestones. In addition, the Company
will receive $10.0 million upon achieving certain sales milestones and will
also
receive double-digit royalties based on sales. If BioAlliance
exercises its option to commercialize pafuramidine for the prevention and
treatment of malaria in travelers in Europe, it will contribute to the
Company’s clinical development costs for such use and would also make additional
regulatory, pricing, and sales milestone payments to the Company as well as
royalty payments based on sales.
The
foregoing description of the Agreement is qualified in its entirety by reference
to the Agreement, which will be attached as an exhibit to the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2007,
which the Company intends to file in February 2008.
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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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Date:
December 10, 2007
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Immtech
Pharmaceuticals, Inc.
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Eric
L. Sorkin
Chairman,
Chief Executive Officer and
President
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