Current Report Filing (8-k)
08 May 2017 - 10:02PM
Edgar (US Regulatory)
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):
May 8, 2017
Array BioPharma Inc.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation)
001-16633
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84-1460811
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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3200 Walnut Street, Boulder, Colorado
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80301
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(Address of principal executive offices)
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(Zip Code)
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303-381-6600
(Registrant's telephone number, including
area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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In this report, “Array BioPharma,” “Array,”
“we,” “us” and “our” refer to Array BioPharma Inc., unless the context otherwise provides.
Item 1.01
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Entry into a Material Definitive Agreement.
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On May 4, 2017, Array entered into a clinical trial collaboration
and supply agreement with Merck Sharp & Dohme B.V. (“Merck”) to conduct a Phase 1b clinical trial to investigate
the safety and efficacy of the combination of binimetinib with Merck's anti-PD-1 therapy, KEYTRUDA® (pembrolizumab), in metastatic
colorectal cancer patients with microsatellite stable tumors. Under the terms of the agreement, Merck will act as sponsor of this
clinical trial, and Array will supply Merck with binimetinib for use in this clinical trial. This agreement provides that both
Array and Merck will jointly own clinical data generated from this clinical trial. This agreement does not include a non-competition
provision that generally prohibits Merck or Array from entering into agreements with third parties to perform other clinical studies.
The Collaboration Agreement expires on delivery of the final
study report concerning the results of the clinical trial, unless earlier terminated by either party in the event of the other
party's uncured material breach or if there are certain safety concerns, regulatory action prevents supply of one or both of binimetinib
or KEYTRUDA®, or if either Party withdraws regulatory approval for or discontinues development of its compound.
The foregoing description of the clinical trial collaboration
and supply agreement is a summary, is not complete and is qualified in its entirety by reference to the full text of the actual
agreement, which will be filed as an exhibit to Array's Annual Report on Form 10-K for the fiscal year ending June 30, 2017.
A copy of Array's related press release announcing the transactions
is attached hereto as Exhibit 99.1.
KEYTRUDA ® is a registered trademark of Merck Sharp &
Dohme Corp., a subsidiary of Merck & Co., Inc., Kenilworth, NJ, USA.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Press release dated May 8, 2017 entitled “Array BioPharma Announces Strategic Collaboration with Merck”
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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.
Date: May 8, 2017
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Array BioPharma Inc.
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By:
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/s/ Jason Haddock
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Jason Haddock
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Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press release dated May 8, 2017 entitled “Array BioPharma Announces Strategic Collaboration with Merck”
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