UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 4, 2009
PEREGRINE PHARMACEUTICALS,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-17085
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95-3698422
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(State
of other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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14282
Franklin Avenue, Tustin, California 92780
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(Address
of Principal Executive Offices)
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Registrant’s
telephone number, including area code: (714)
508-6000
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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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o
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425).
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o
Soliciting material pursuant to Rule 14A-12 under the Exchange Act
(17 CFR 240.14a-12)
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o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR.14d-2(b))
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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
8.01 Other
Events.
Under the
Settlement Agreement, we agreed to dismiss with prejudice our claims for breach
of contract and interference with contractual relations, as well as all other
causes of action, stemming from our 1995 license agreement, as amended, with
CTL. CTL agreed to dismiss its breach of contract counterclaim, as
well as all other causes of action. In connection with the Settlement
Agreement, (1) the Company agreed to pay to CTL the sum of four hundred thousand
dollars ($400,000) in eight equal monthly installments of fifty thousand dollars
($50,000) commencing upon execution of the Settlement Agreement and continuing
on the first business day of each succeeding month until paid in full, (2) CTL
agreed to cause to be issued to the Company 950,000 shares of Medibiotech (which
represents fifty percent (50%) of the shares of Medibiotech owned by CTL), and
(3) the Company and Dr. Epstein entered into a license agreement, effective
as of September 20, 1995, pursuant to which Dr. Epstein granted to the Company
(i) a fully paid-up, royalty free, exclusive worldwide license to the murine
clone TNT1 and (ii) a fully paid-up, royalty free, non-exclusive worldwide
(except in the Peoples Republic of China) license to the murine clones TNT2 and
TNT3. The foregoing license grants include our right to grant
sublicenses, to make, have made, modify, have modified, use, sell and offer for
sale, murine clone TNT1, TNT2 and TNT3 products and derivatives thereof, but not
to sell the murine clones. We also granted back to Dr. Epstein a
limited, fully paid-up, royalty free, exclusive license to the murine clone
TNT1, with the right to grant sublicenses, to make, have made, modify, have
modified, offer to sell, sell and use the murine clone TNT1 and its products
solely in the Peoples Republic of China effective as of August 29, 2001. In
consideration for the foregoing license grants, we paid Dr. Epstein the sum of
one thousand dollars ($1,000), which amount was deducted from the initial
$50,000 payment.
The
Settlement Agreement contains a full general release between the Company and the
CTL Parties of all action or actions, causes of action, in law or in equity,
suits, debts, liens, contracts agreements, promises, liability, claims, demands,
damages, loss, cost or expense, of any nature whatsoever, known or unknown,
fixed or contingent, by reason of any act, omission, cause, matter or thing
whatsoever from the beginning of time.
Information
contained herein shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
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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PEREGRINE
PHARMACEUTICALS, INC.
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Date:
June 19, 2009
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By:
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/s/ Paul J. Lytle | |
| Paul J. Lytle | |||
| Chief Financial Officer | |||