- Amended Current report filing (8-K/A)
29 Julho 2009 - 5:03PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 20, 2009
MEDAREX, INC.
(Exact name of
registrant as specified in its charter)
Delaware
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0-19312
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22-2822175
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(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.)
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707 State Road, Princeton, N.J. 08540-1437
(Address of Principal Executive Offices)
Registrants
telephone number, including area code:
(609) 430-2880
Not
Applicable
(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.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Explanatory
Note
Pursuant to Rule 12b-15
of the Securities Exchange Act of 1934, as amended, Medarex, Inc. (Medarex)
hereby amends its Report on Form 8-K previously filed on April 24,
2009 (the Original Filing).
As reported in the
Original Filing, on April 20, 2009, Medarex, University of Massachusetts,
Massachusetts Biologic Laboratories, and Worcester City Campus Corporation
entered into a License, Development and Commercialization Agreement (the Agreement)
with Merck Sharp & Dohme Research Ltd., an affiliate of Merck &
Co., Inc. (Merck). By letter to the Securities and Exchange
Commission, the registrant is requesting confidential treatment for certain
portions of the Agreement and the redacted version of the Agreement submitted
with the registrants request for confidential treatment is filed herewith as Exhibit 10.1.
As reported in a
Report on Form 8-K previously filed on June 2, 2009, the transaction
described in the Agreement closed effective as of May 29, 2009, triggering
an upfront payment of $30 million to Medarex by Merck.
Except as described above, all other information in
the Original Filing remains unchanged and reflects the disclosures made at the
time of the Original Filing. The
information previously reported in the Original Filing, and the exhibit filed
therewith, is hereby incorporated by reference into this Form 8-K/A.
Section 9
- Financial Statements and Exhibits
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit No.
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Document Description
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10.1
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License, Development and Commercialization Agreement, dated as of
April 20, 2009, by and among Merck Sharp & Dohme Research Ltd.,
University of Massachusetts, Massachusetts Biologic Laboratories, Worcester
City Campus Corporation and Medarex, Inc. (1)
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(1)
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.
2
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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MEDAREX,
INC.
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Registrant
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Date: July 29,
2009
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By:
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/s/ Christian S. Schade
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Christian
S. Schade
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Senior
Vice President and Chief Financial Officer
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3
Exhibit Index
Exhibit No.
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Document
Description
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10.1
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License, Development and Commercialization Agreement, dated as of
April 20, 2009, by and among Merck Sharp & Dohme Research Ltd.,
University of Massachusetts, Massachusetts Biologic Laboratories, Worcester
City Campus Corporation and Medarex, Inc. (1)
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(1)
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.
4
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