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 29, 2006
MEDICAL DISCOVERIES, INC.
(Exact name of registrant as specified in charter)
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| Utah
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0-12627
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87-0407858 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
1338 S. Foothill Drive, #266, Salt Lake City, Utah 84108
(Address of principal executive offices)
Registrant’s
telephone number, including area code:
(801) 582-9583
(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):
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))
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement.
On July 29, 2006, MDI Oncology, Inc. (“MDIO”), a subsidiary of Medical Discoveries, Inc. (the
“Company”) entered into a Definitive Master Agreement (the “Agreement”) with Eucodis Forschungs —
und Entwicklungs GmbH of Vienna, Austria (“Eucodis”). Pursuant to the Agreement, MDIO licenced to
Eucodis the exclusive right to develop, manufacture and commercialize MDIO’s formestane cream
product in the European Union and certain surrounding countries. Eucodis is obligated to develop
the products through Phase II clinical trials as per U.S. Food and Drug Administration and European
Medicines Agency standards. If the product is not out-licensed by Eucodis following Phase II, then
a Steering Committee created by the parties will determine whether and how to proceed to Phase III
trials.
According to the Agreement, MDIO will receive upfront license fees and milestone payments of
approximately $2.5 million, plus royalties. In addition, MDIO has retained the right to complete a
global out-license of the product upon certain payments to Eucodis.
Finally, Eucodis has agreed to be responsible for manufacturing all product necessary for
trials and MDIO has agreed to purchase product from Eucodis.
Item 8.01. Other Events.
On August 3, 2006, the Company issued a press release regarding the Agreement. A copy of that
press release is attached as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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| No. |
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Description |
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| 10.1 |
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Definitive Master Agreement, dated as of July 29, 2006, by and
between MDI Oncology, Inc. and Eucodis Forschungs — und Entwicklungs
GmbH* |
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| 99.1 |
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Medical Discoveries, Inc. Press Release, dated August 3, 2006. |
* Certain confidential portions have been omitted pursuant to a confidential treatment request
which has been separately filed with the Securities and Exchange Commission.
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