alfacell_8k-091509.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): September 8,
2009
Alfacell
Corporation
(Exact
name of registrant as specified in its charter)
0-11088
(Commission File
Number)
Delaware
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22-2369085
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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incorporation)
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300
Atrium Drive, Somerset, NJ 08873
(Address
of principal executive offices, with zip code)
(732)
652-4525
(Registrant's
telephone number, including area code)
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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 September 8, 2009, Alfacell Corp. (“Alfacell”) and Par Pharmaceutical,
Inc. (“Par”) entered into a Termination and Mutual Release Agreement (the
“Termination Agreement”) pursuant to which the License Agreement (the “License
Agreement”) and Supply Agreement (the “Supply Agreement), each dated January 14,
2008 between Alfacell and Par, were terminated. Under the License Agreement,
Alfacell had granted Par an exclusive license to commercialize Onconase and any
other ranpirnase product developed by Alfacell for use in the treatment of
cancer in the United States and its territories. This license was terminated and
all rights under the license granted to Par revert back to Alfacell under the
Termination Agreement. Under the Supply Agreement, Alfacell had agreed to supply
all of Par’s requirements for Onconase. Pursuant to the Termination Agreement,
Par will be entitled to a royalty of 2% of net sales of Onconase or any other
ranpirnase product developed by Alfacell for use in the treatment of cancer in
the United States and its territories commencing with the first sale of such
product and terminating upon the later to occur of the 12th
anniversary of the first sale and the date of expiration of the last valid claim
of a pending application or issued patent owned or controlled by Alfacell with
respect to such product.
The foregoing
descriptions are qualified in their entirety by reference to the Termination
Agreement, which will be filed as an exhibit to Alfacell’s next annual report on
Form 10-K, and the License Agreement and Supply Agreement which were filed as
exhibits to Alfacell’s Form 10-Q for the quarter ended January 31, 2008, filed
with the Securities and Exchange Commission (the “Commission”) on March 7,
2008.
On
September 14, 2009, Alfacell entered into an amendment (the “Amendment”) to the
retirement agreement dated April 25, 2008 between Alfacell and
Kuslima Shogen, the Company's former chief executive officer, (the “Retirement
Agreement”) amending certain terms of the Retirement
Agreement. Pursuant to the Amendment, effective as of September 14,
2009, periodic payments owed to Ms. Shogen under the Retirement Agreement during
the two year period commencing April 1, 2008 will be paid at the rate of
$150,000 per year, rather than at the rate of $300,000 per year as originally
provided in the Retirement Agreement. Under the Retirement Agreement,
Ms. Shogen was entitled to receive continuing payments equal to 15% of any
royalties received by Alfacell pursuant to any and all license agreements
entered into by Alfacell for the marketing and distribution of Onconase and any
other product derived from amphibian source extract, produced either as a
natural, synthesized or genetically engineered drug which is covered by the
claims of any issued patent owned or controlled by Alfacell which was issued and
valid as of December 31, 2007 (the “Licensed Products”). Under the Amendment,
the amount of such royalties related to net sales of Licensed Products to be
received by Ms. Shogen has been reduced to 5%. Under the Retirement Agreement,
Ms. Shogen was entitled to receive continuing payments equal to 5% of net sales
of Licensed Products booked by Alfacell on its financial statements. Under the
Amendment the amount of such net sales booked by Alfacell has been reduced to
2%. Under the Amendment, in the event Alfacell obtains marketing approval for
Onconase from the Food and Drug Administration or the European Medicines Agency,
Ms. Shogen will be entitled to receive an additional payment equal to the
difference between the continuing payments actually paid to Ms. Shogen during
the two year period commencing April 1, 2008 and $600,000, the original amount
of continuing payments to which Ms. Shogen was entitled under the Retirement
Agreement. Such additional payment may be made by Alfacell, at its option, in
cash, Alfacell common stock or a combination of both. The Amendment is binding
on the parties as of September 14, 2009 provided that the changes in payments to
Ms. Shogen under the Retirement Agreement described above do not go into effect
unless and until Alfacell obtains additional equity or debt financing. Except as
specifically amended in the Amendment, all terms and conditions of the
Retirement Agreement remain in full force and effect.
The
foregoing description is qualified in its entirety by reference to the
Amendment, which will be filed as an exhibit to Alfacell’s next annual report on
Form 10-K. A copy of the Retirement Agreement was filed as an exhibit
to Alfacell's Current Report on Form 8-K filed with the Commission on April 28,
2008.
Item
1.02 Termination of a Material Definitive Agreement.
Pursuant
to the Termination Agreement with Par described in Item 1.01 above, the License
Agreement and Supply Agreement were terminated. The material terms of
the License Agreement and Supply Agreement are described in Item 1.01 and are
incorporated herebin by reference.
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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ALFACELL
CORPORATION
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Date:
September 15, 2009
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By:
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/s/ Chares
Muniz |
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Charles
Muniz |
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President,
Chief Operating Officer and |
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Chief
Financial Officer |
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