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): March 30, 2006
IMMTECH PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 8733 39-1523370
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
150 Fairway Drive, Suite 150, Vernon Hills, Illinois 60061
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 573-0033
IMMTECH INTERNATIONAL, INC.
(Former Name or Former Address, if Changed Since Last Report)
Item 1.01. Entry Into A Materially Definitive Agreement.
Amended and Restated License Agreement with Consortium
On March 24, 2006, the Company and The University of North Carolina
at Chapel Hill ("UNC"), Auburn University, Duke University and the Georgia State
University Research Foundation, Inc. (all of the foregoing entities shall be
collectively referred to as the "Consortium") amended and restated the license
agreement among the Consortium and the Company dated as of January 28, 2002,
pursuant to which the Company received the right to commercialize future
technology and compounds developed or invented by one or more of the Consortium
scientists and also incorporated into such license agreement its existing
license with the Consortium with regard to compounds previously licensed. Under
the terms of the Amended and Restated License Agreement the Company is required
to pay to UNC on behalf of the Consortium reimbursement of certain patent and
patent related fees and a royalty based on revenue derived from certain
commercialized products. The key modifications included in the Amended and
Restated License Agreement are changes to the royalty rates payable to the
Consortium, expansion of the Company's rights to future technology developed by
the Consortium with future grants and increased access to the Consortium's
patent counsel. The Amended and Restated License Agreement is attached hereto as
Exhibit 10.1. Portions of the Amended and Restated License Agreement have been
redacted pursuant to a request for confidential treatment.
Amended and Restated Clinical Research Subcontract with UNC
Also on March 28, 2006, the Company and UNC amended and restated the
clinical research subcontract between the two originally effective as of March
31, 2001. The Company is required under the Amended and Restated Clinical
Research Subcontract to use commercially reasonable efforts to advance the
research programs described therein which includes advancing the oral drug
candidate, pafuramidine maleate, DB289 for the treatment of African sleeping
sickness. The Amended and Restated Clinical Research Subcontract provides for
additional funding for human clinical trials and registration of pafuramidine as
a treatment for African sleeping sickness. Pafuramidine is currently in Phase
III human clinical trials for African sleeping sickness treatment in the
countries of Democratic Republic of Congo, Angola and Sudan. Immtech plans to
enroll up to 350 patients in the trial. UNC's African sleeping sickness program
under which the Amended and Restated Clinical Research Subcontract was granted
is funded by a private foundation. The Amended and Restated Clinical Research
Subcontract is attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed with this report:
Exhibit Number Description
10.1 Amended and Restated Consortium License Agreement (Redacted)
10.2 Amended and Restated Clinical Research Subcontract
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.
IMMTECH PHARMACEUTICALS, INC.
Date: March 30, 2006
By: /s/ Eric L. Sorkin
--------------------------------
Eric L. Sorkin
Chief Executive Officer