UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 1, 2009 (November 30, 2009)
Protalix BioTherapeutics, Inc.
(Exact name of registrant as specified in its charter)
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| Florida
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000-33357
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65-0643773 |
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(Commission File Number)
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(I.R.S. Employer |
| of incorporation)
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Identification No.) |
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| Snunit Street
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20100 |
| Science Park
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| POB 455 Carmiel, Israel |
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| (Address of principal executive offices) |
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Registrant’s telephone number, including area code: +972-4-988-9488
Not Applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 1, 2009, Protalix BioTherapeutics, Inc. (the “Company”) and Pfizer Inc. (“Pfizer”)
announced that the Company’s wholly owned subsidiary, Protalix Ltd. (“Protalix”), had entered into
an Exclusive License and Supply Agreement, dated November 30, 2009, with Pfizer (the “License
Agreement”), to develop and commercialize taliglucerase alfa, a plant-cell expressed form of
glucocerebrosidase (GCD) in development for the potential treatment of Type 1 Gaucher’s disease.
Under the terms of the License Agreement, Pfizer will receive exclusive worldwide licensing rights
for the commercialization of taliglucerase alfa, while Protalix will retain the exclusive
commercialization rights in Israel. Pfizer will make an upfront payment of $60 million to
Protalix. Protalix is eligible to receive additional regulatory milestone payments of up to $55
million. In addition, Pfizer and Protalix will share future revenues and expenses for the
development and commercialization of taliglucerase alfa on a 60 percent/40 percent basis,
respectively.
The License Agreement includes mutual non-competition covenants for a specified period and subject
to specified exceptions, as well as customary termination provisions.
The Company has agreed to unconditionally guarantee the obligations and liabilities of Protalix
under the License Agreement.
Item 8.01. Other Events
On December 1, 2009, the Company and Pfizer Inc. issued a press release announcing the entry into
the License Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
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Exhibits |
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| 99.1 |
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Press Release dated December 1, 2009 |