Form 8-K

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): July 28, 2005

 

 

Indevus Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware   000-18728   04-3047911

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification Number)

 

33 Hayden Avenue

Lexington, Ma 02421-7966

(Address of principal executive offices)

 

Registrant’s telephone number, including area code:

(781-861-8444)

 

 

(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:

 

¨ 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))

 

Section 1 - Registrant’s Business and Operations

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On July 29, 2005, Indevus Pharmaceuticals, Inc. issued a press release announcing it has entered into a licensing agreement (the “Agreement”) with Schering AG, Germany (NYSE: SHR) (“Schering”) dated July 28, 2005. Pursuant to the Agreement, Indevus licensed exclusive U.S. rights from Schering to market NEBIDO®, a long-acting injectable testosterone preparation for the treatment of male hypogonadism. NEBIDO, which was recently approved and launched in Europe, is the first injectable product for treating hypogonadism requiring dosing only once every three months.

 

A copy of the Agreement is attached hereto as Exhibit 10.1. A copy of the press release is attached hereto as Exhibit 99.1.

 

Section 9 - Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits

 

Exhibit No.
  

Document Description

10.1   License Agreement dated July 28, 2005 between Indevus Pharmaceuticals, Inc. and Schering AG, Germany (1)
99.1   Press Release issued on July 29, 2005
(1) Confidential Treatment Sought for a Portion of this Exhibit.

 

This filing may contain forward-looking statements that involve risks and uncertainties that could cause the Company’s actual results and financial condition to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties are set forth in the Company’s filings under the Securities Act of 1933 and the Securities Exchange Act of 1934 under “Risk Factors” and elsewhere, and include, but are not limited to: dependence on the success of SANCTURA(R) and SANCTURA XR(TM); the early stage of products under development; uncertainties relating to clinical trials, regulatory approval and commercialization of our products, particularly SANCTURA and SANCTURA XR; risks associated with contractual agreements, particularly for the manufacture and co-promotion of SANCTURA and SANCTURA XR; dependence on third parties for manufacturing and marketing; competition; need for additional funds and corporate partners, including for the development of our products; failure to acquire and develop additional product candidates; history of operating losses and expectation of future losses; product liability and insurance uncertainties; risks relating to the Redux-related litigation; limited patent and proprietary rights; dependence on market exclusivity; valuation of our Common Stock; risks related to repayment of debts; risks related to increased leverage; and other risks.

 

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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.

 

    INDEVUS PHARMACEUTICALS, INC.
Dated: August 2, 2005   By:  

/s/ Glenn L.Cooper

        Glenn L. Cooper, M.D.
        President, Chief Executive Officer and Chairman

 

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