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): June 9, 2009
Metabasis Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50785 | 33-0753322 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 11119 North Torrey Pines Road La Jolla, California |
92037 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (858) 587-2770
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):
| ¨ | 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. |
On June 9, 2009, Metabasis Therapeutics, Inc. (the “Company”) and Merck & Co. (“Merck) amended the License and Collaboration Agreement relating to AMP-activated protein kinase by and between the Company and Merck, dated June 22, 2005, as amended (the “Collaboration Agreement”). The amendment to the Collaboration Agreement provides for a one-time, non refundable payment by Merck of $6.0 million to the Company to satisfy all potential future milestone and royalty payments payable by Merck. All other material terms of the Collaboration Agreement are unchanged and remain in effect. The press release announcing the payment is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Number |
Description | |
| 99.1 | Press release of Metabasis Therapeutics, Inc. dated June 10, 2009. | |
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.
| METABASIS THERAPEUTICS, INC. | ||
| By: | /s/ Tran B. Nguyen | |
| Tran B. Nguyen Vice President, Chief Financial
Officer, Treasurer and Corporate Secretary | ||
Date: June 11, 2009
INDEX TO EXHIBITS
| Number |
Description | |
| 99.1 | Press release of Metabasis Therapeutics, Inc. dated June 10, 2009. | |