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): August 8, 2007
ARADIGM CORPORATION
(Exact name of Registrant as specified in its charter)
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| California
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0-28402
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94-3133088 |
(State or other jurisdiction of
Incorporation or Organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
3929 Point Eden Way
Hayward, CA 94545
(Address of Principal Executive Offices)
(510) 265-9000
(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:
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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 August 8, 2007, Aradigm Corporation (“Aradigm”) and Enzon Corporation (“Enzon”) entered
into a Manufacturing and Supply Agreement (the “Agreement”) with respect to the clinical trials of
ARD-3100, Aradigm’s inhaled formulation for the treatment and control of respiratory infections
common to patients with cystic fibrosis. Under the agreement, Enzon will manufacture for and supply
to Aradigm Ciprofloxacin and Liposomal Ciprofloxacin from Enzon’s manufacturing facility in
Indianapolis, Indiana.
For the manufacture of the initial two materials, Aradigm will pay Enzon costs and fees
totaling $3,294,500, plus costs and fees for stability studies or other services that may be agreed
by both parties as part of this Agreement.
The Agreement commences on August 8, 2007, and will extend for a period of five years, unless
terminated earlier by either party. If the Agreement is terminated prior to its completion and
terms, Aradigm will pay Enzon for all costs incurred through the date of termination, including
materials used or purchased for use by Enzon for the project. In addition, in the event of
termination, Aradigm will pay Enzon a cancellation fee equal to a percentage of the uninvoiced
portion of the total project budget then in effect.
The foregoing is a summary description of the terms and conditions of the agreement. It is qualified in its entirety by reference to the agreement, which is
attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 — Financial Statements and Exhibits.
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Exhibit |
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| 10.1 |
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Manufacturing Agreement between Aradigm Corporation and Enzon
Corporation dated August 8, 2007. |