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================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported): MAY 17, 2000 TECHNICLONE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 000-17085 95-3698422 (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation) 14282 FRANKLIN AVENUE TUSTIN, CALIFORNIA 92780-7017 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (714) 508-6000 ================================================================================ ITEM 5. OTHER EVENTS. On May 17, 2000, Techniclone Corporation, a Delaware corporation (the "Registrant"), entered into a joint venture agreement with OXiGENE, Inc., a Delaware corporation, pursuant to which they formed Arcus Theraputics, LLC, which will focus on developing, licensing, promoting and otherwise commercially exploiting products in the vascular targeting area. The Registrant's press release announcing the joint venture is attached as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit Name of Exhibit ------- --------------- 99.1 Press Release of Registrant dated May 17, 2000. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TECHNICLONE CORPORATION Date: May 18, 2000 By: /s/ John N. Bonfiglio --------------------- John N. Bonfiglio, Interim President 3 EXHIBIT INDEX Exhibit Name of Exhibit - ------- --------------- 99.1 Press Release dated May 17, 2000. 4
TECHNICLONE AND OXIGENE FORM COMPANY TO
COMMERCIALIZE PRODUCTS IN THE VASCULAR TARGETING AREA
TUSTIN, CA, BOSTON, MA, STOCKHOLM, SWEDEN, MAY 17, 2000 - TECHNICLONE
CORPORATION (NASDAQ: TCLN) AND OXIGENE, INC. (NASDAQ: OXGN; SSE: OXGN) and today
announced that they have formed a joint venture, ARCUS THERAPEUTICS LLC, that
will focus on merging the vascular targeting technologies of OXiGENE and
TECHNICLONE.
OXiGENE will license to the joint venture its next generation of tubulin-binding
compounds specifically for use in combination with TECHNICLONE's Vascular
Targeting Agent (VTA) technology. The companies believe that these are two of
the most promising new vascular targeting technologies for the development of
the next generation of cancer therapeutic agents.
TECHNICLONE's VTA's are based on targeting molecules that bind specifically to
vascular endothelial cells in tumor blood vessels. The TECHNICLONE technology
calls for the targeting molecule to be linked to one of several different types
of effector molecules, including drugs, coagulants, radioisotopes and toxins.
After binding to tumor vessels, the effector molecule destroys the tumor
vessels, thereby killing the tumor by starving it of oxygen and nutrients. This
technology is currently in pre-clinical development, and the ARCUS joint venture
is expected to begin clinical studies within two years. TECHNICLONE has received
extensive patent protection for its technology in the last year. The joint
venture plans to continue sublicensing the technology to other companies for
applications that would not conflict with the joint venture's combination
strategy.
Explaining Techniclone's VTA technology further, Dr. Philip Thorpe,
Professor of Pharmacology at the University of Texas Southwestern Medical Center
and the inventor of the technology, stated, "ARCUS" therapeutic candidates
will include monoclonal antibodies attached to truncated tissue factor. These
drugs act by binding selectively to tumor vessels and triggering a thrombotic
cascade, culminating in the formation of a fibrin plug within the tumor vessels.
Blood flow to and from the tumor then ceases, causing massive tumor cell death.
Other killing agents besides truncated tissue factor are also being considered
as lead compounds for clinical development. VTA have proven to be very effective
at treating large solid tumors in mice, probably because they affect the mature,
blood-conducting vessels of the tumor rather than just the sprouting vessels in
which angiogenesis is occurring."
Under the joint venture's terms, TECHNICLONE will supply its intellectual
property and the expertise of Dr. Thorpe, along with the most promising lead
candidates he has developed to date. OXiGENE will provide its expertise in the
preclinical and clinical development areas as well as its next generation
tubulin-binding compounds. The joint venture participants will collaborate on
research and development of those compounds for use in combination with the VTA
technology. Pursuant to the joint venture agreement, OXiGENE will pay an upfront
licensing fee of $1 million in cash to TECHNICLONE, and will subscribe for $2
million in current market value of TECHNICLONE common stock. OXiGENE will also
be required to pay TECHNICLONE $1 million in cash and subscribe to an additional
$1 million in TECHNICLONE stock upon the filing of an Investigational New Drug
Application (IND) for the first clinical candidate developed by ARCUS. Based on
development success in the joint venture OXiGENE will be required to spend up to
$20 million to fund ARCUS development expenses. Any further funding of the joint
venture thereafter would be by the partners on a 50/50 basis. Additionally under
the terms of the joint venture agreement, any sublicensing fees generated within
the joint venture will be allocated 75% to TECHNICLONE and 25% to OXiGENE, until
TECHNICLONE has received $10 million. Thereafter, the joint venture partners
will share licensing fees on a 50/50 basis. Any royalty income or profit will
also be shared on a 50/50 basis by OXiGENE and TECHNICLONE.
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"This venture can increase our ability to develop VTA's rapidly and efficiently.
The joint venture is committed to getting these compounds into human patients as
quickly as possible and, we believe, possesses the expertise and resources to
accomplish this goal. I am excited about working with this joint team to develop
and commercialize this area," Dr. Thorpe stated.
"We believe this joint venture will form the premier vascular targeting entity
in the world. The joint venture will combine resources that, we believe, can
lead to the development and rapid advancement of these technologies to
commercialization. Additionally, the joint venture will continue
TECHNICLONE's practice of sublicensing specific uses of the VTA technology
to selected companies that are conducting research in areas that will not be the
focus of the joint venture. Together, OXiGENE and TECHNICLONE will strive to
maximize the full potential of our combined technological platform. We believe
this venture has many potential product opportunities to explore. OXiGENE's
tubulin binding compounds represent an exciting new avenue for developing new
therapeutic agents." said John Bonfiglio, Ph.D., Interim President and CEO of
TECHNICLONE.
"We are very pleased to be able to work with TECHNICLONE in this joint venture
to develop the next generation of VTA's for treating cancer. We believe many of
tomorrow's new drugs will emanate from today's antibody technology. Currently,
OXiGENE is leading the way in the vascular targeting area with its
combretastatin technology that specifically targets blood vessels in tumors. By
partnering with TECHNICLONE and combining its VTA technology with our next
generation of tubulin binding technology, we believe we will be able to target
tumor blood vessels more specifically by using antibodies and other targeting
agents, thus increasing our therapeutic potential," said Bjorn Nordenvall,
Ph.D., M.D., President and CEO of OXiGENE.
TECHNICLONE Corporation is a biopharmaceutical company focused on the
development, commercialization and licensing of unique technologies for the
treatment of cancer, primarily based on its "collateral targeting technologies".
These technologies therapeutically target cell structures and cell types, rather
than surface cancer cells, as a means to attack solid tumors, without causing
damage to surrounding healthy tissue. The Company has three collateral
technologies: Cotara(TM), Vasopermeation Enhancement Agents (VEA), and Vascular
Targeting Agents (VTA). The Company also has a direct tumor targeting agent
called Oncolym(R) for the treatment of advanced non-Hodgkin's B-cell Lymphoma.
Oncolym(R) has been licensed to Schering AG, Germany, which is now responsible
for all existing and future Oncolym(R) clinical trial programs as well as
marketing.
OXiGENE is an international biopharmaceutical company and a world leader in
vascular targeting, developing a diverse portfolio of innovative products to
combat cancer and other major diseases. The Company's mission is to develop new
therapeutics that will enhance the effectiveness of traditional cancer
treatments and to introduce therapies that attack cancer in new ways. OXiGENE
has its international corporate headquarters in Stockholm, Sweden and its United
States headquarters in Boston, MA.
Safe Harbor Statement: This release may contain certain forward-looking
statements that are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Actual events or results may differ
from the Company's expectations as a result of risk factors discussed in
Techniclone's reports on file with the U.S. Securities and Exchange Commission,
including, but not limited to, the Company's report on Form 10K for the year
ended April 30, 1999 and Form 10Q for the quarter ended January 31, 2000.
CONTACT
DeMonte Associates, New York
Cynthia DeMonte
800/987-8256
212/420-0088
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