form8_kmanufactagreement.htm
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): April 1, 2008
ATHEROGENICS,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Georgia
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0-31261
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58-2108232
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
Number)
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8995
Westside Parkway
Alpharetta,
GA 30004
(Address
of principal executive offices)
Registrant’s
telephone number, including area code (678) 336-2500
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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 April 1, 2008, AtheroGenics, Inc.
(the “Company”) entered into a Manufacturing and Supply Agreement (the
“Agreement”) with ISP Pharma Systems LLC (“ISP”) for the manufacture and supply
of the active pharmaceutical ingredient and an intermediate product (the
“Product”) of the Company’s product candidate, AGI-1067. AGI-1067 is
an investigational oral drug with anti-inflammatory and antioxidant properties
that is being studied to determine its ability to improve glycemic control
(blood sugar levels) in patients with diabetes.
The
initial term of the Agreement expires on April 1, 2013 and the Agreement is
automatically extended for successive two year terms thereafter if neither the
Company nor ISP gives notice of non-renewal 180 days prior to the expiration of
the initial or renewal term.
Under the
terms of the Agreement, ISP has agreed to purchase certain equipment used in the
manufacture of the Product from the Company, and to produce initial batches of
the Product, if the Company elects to continue development of AGI-1067 after
completion of an on-going clinical trial. The Company has agreed to
pay ISP a specified fee for this work. In addition, ISP has agreed to supply,
and the Company has agreed to purchase, specified percentages, which change over
time, of the worldwide production requirements for the Product. The
Company will pay ISP a specified purchase price, which varies based on annual
quantities of the Product supplied. This purchase price is adjustable
based on any changes in Product specifications mandated by the Company, and,
following the end of each contract year, based upon certain industry price
indices.
The
Agreement also contains certain provisions regarding the rights and
responsibilities of the parties with respect to manufacturing specifications,
forecasting and ordering, delivery arrangements, payment terms, change orders,
intellectual property rights, confidentiality and indemnification, as well as
other customary terms and provisions.
The foregoing summary is qualified in
its entirety by reference to the Agreement, which will be attached as an exhibit
to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2008.
The Company intends to submit a FOIA
Confidential Treatment Request to the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended, requesting that it be permitted to redact certain portions of the
Agreement. The omitted material will be included in the request for confidential
treatment.
SIGNATURE
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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ATHEROGENICS,
INC.
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Date:
April 7, 2008
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By:
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/s/
MARK P. COLONNESE
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Mark
P. Colonnese
Executive
Vice President, Commercial Operations
and
Chief Financial Officer
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