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 19, 2008

 

Callisto Pharmaceuticals, Inc.

 (Exact name of registrant as specified in its charter)

 

 

420 Lexington Avenue, Suite 1609

New York, New York  10170

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (212) 297-0010

 

 

(Former name or former address, if changed since last report)

 

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:

 

o  Written communication 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 December 19, 2008, Callisto Pharmaceuticals, Inc., a Delaware corporation (“Callisto”), entered into a Technology Assignment Agreement (the “Agreement”) with AnorMED Corporation, a wholly-owned subsidiary of Genzyme Corporation (“AnorMED”) pursuant to which AnorMed transferred and assigned to Callisto all of AnorMED’s right, title and interest in and to all patents and patent applications with respect to Atiprimod in addition to all trade secrets, technical reports and data concerning Atiprimod and any analogs or derivatives in return for a cash payment of $650,000 from Callisto.  Pursuant to the Agreement, the Amended and Restated License Agreement between Callisto and AnorMED dated December 31, 2007 with respect to which AnorMED licensed to Callisto certain patent rights and technology related to Atiprimod was terminated.

 

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SIGNATURE

 

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.

 

Dated:  December 23, 2008

 

 

	CALLISTO PHARMACEUTICALS, INC.
	By:	/s/ Gary S. Jacob
	Gary S. Jacob, Ph.D.
	Chief Executive Officer

 

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