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): January 17, 2008
SYNVISTA
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-16043
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13-3304550
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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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221
West Grand Avenue
Montvale,
New Jersey 07645
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (201) 934-5000
___________________________________
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 (see
General
Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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.
On
January 17, 2008, Synvista Therapeutics, Inc., a Delaware corporation (the
“Company”), entered into a License Agreement (the “Agreement”) with Novel
Therapeutic Technology Inc. (“NTT”). The Agreement provides that NTT will
develop a formulation of the Company’s product candidate ALT-2074. The Agreement
provides that NTT
will
grant the Company an exclusive worldwide license to the product formulation
developed under the Agreement and to the intellectual property rights resulting
under the Agreement .
The
Agreement provides that the Company will make specified payments to NTT upon
the
occurrence of certain milestone events in the clinical development of the
product formulated under the Agreement. In addition, the Company would also
have
to pay NTT royalties on any sales of the developed product and a separate
fee if
any of the rights granted under the Agreement are sublicensed by the
Company.
The
license granted under the Agreement will be terminated upon the earlier to
occur
of (i) the date the Company notifies NTT that it does not intend to proceed
further with development of formulation of ALT-2074 subject to the Agreement,
(ii) the date the Company notifies NTT that it does not intend to continue
to
commercialize the products developed pursuant to the Agreement, and (iii) the
later of (a) the expiration of the last valid patent covering the formulation
of
the Company’s intellectual property pursuant to the Agreement, which, absent the
Agreement, would infringe an existing patent, or (b)15 years from the date
of
the first commercial sale of a product pursuant to the Agreement.
The
Agreement will be filed as an exhibit to our Quarterly Report on Form 10-Q
for
the quarter ending March 31, 2008.
The
Press
Release announcing the entry into the Agreement is attached hereto as Exhibit
99.1.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
(d)
Exhibits.
Exhibit
Number
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Description
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99.1
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Press
Release dated January 17, 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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SYNVISTA
THERAPEUTICS, INC.
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Dated:
January 23, 2008
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/s/
Noah
Berkowitz
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Noah
Berkowitz, M.D., Ph.D.
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President
and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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99.1
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Press
Release dated January 17, 2008
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