AMI 8K
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) February 15, 2007
ADVANCED
MAGNETICS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of Incorporation)
0-14732
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04-2742593
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(Commission
File Number)
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(IRS
Employer Identification No.)
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|
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125
CambridgePark Drive, 6th
Floor
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Cambridge,
Massachusetts
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02140
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(617)
498-3300
(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:
¨
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))
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT; ITEM 1.02 TERMINATION OF A
MATERIAL DEFINITIVE AGREEMENT.
On
February 15, 2007, Advanced Magnetics, Inc. (the “Company”) entered into a
Settlement Agreement with Cytogen Corporation pursuant to which
both
parties agreed to dismiss the existing lawsuit between the parties and drop
all
claims against each other. The parties also agreed to terminate both (1)
the License
and Marketing Agreement between the Company and Cytogen dated August 25,
2000 (the “License and Marketing Agreement”) and (2) the Supply Agreement
between the Company and Cytogen dated August 25, 2000,
effective immediately.
With
the
termination of its agreements with Cytogen, the Company re-acquired the United
States marketing rights to Combidex®, the Company’s investigational
functional molecular imaging agent for use in conjunction with magnetic
resonance imaging to aid in the differentiation of cancerous from normal lymph
nodes, as well as the United States marketing rights to ferumoxytol for oncology
imaging applications. Under
the
terms of the Settlement Agreement, the Company paid Cytogen a lump sum payment
of $4 million in cash and agreed to release to Cytogen the 50,000 shares of
Cytogen common stock currently being held in escrow under the terms of the
License and Marketing Agreement. Upon the release of the shares, the related
escrow agreement shall also immediately terminate.
For
more
information, please see the Company’s press release, dated February 15, 2007, a
copy of which is attached hereto as Exhibit 99.1 and is incorporated herein
by
reference.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
The
Company hereby furnishes the following exhibits:
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10.1
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Settlement
Agreement, dated February 15, 2007, by and between Advanced Magnetics,
Inc. and Cytogen Corporation.
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|
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99.1
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Press
release dated February 15,
2007.
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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 thereunto
duly authorized.
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ADVANCED
MAGNETICS, INC.
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By:
/s/
Joseph L. Farmer
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Joseph
L. Farmer
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General
Counsel and Vice President of
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Legal
Affairs
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Date:
February 15, 2007
EXHIBIT
INDEX
Exhibit
Number
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Description
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10.1
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Settlement
Agreement, dated February 15, 2007, by and between Advanced Magnetics,
Inc. and Cytogen Corporation.
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99.1
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Press
release dated February 15,
2007.
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