form8k.htm
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
July
17, 2007
(Date
of
earliest event reported)
IMMUCELL
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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0-15507
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01-0382980
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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56
Evergreen Drive
Portland,
ME 04103
(Address
of principal executive offices and zip code)
(207)
878-2770
(Registrant's
telephone number, including area code)
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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¨
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Written
communications pursuant to Rule 425 under the Securities
Act
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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ITEM
1.02 TERMINATION OF A MATERIAL DEFINITIVE
AGREEMENT
On
July
18, 2007, ImmuCell received written notice that Pfizer Animal Health has elected
to terminate the License Agreement under which ImmuCell had granted Pfizer
a
license to develop, commercialize and sell Mast Out® in return
for
nonrefundable upfront licensing and milestone payments, ultimately leading
to
royalties upon any future sales of the product by Pfizer or its
affiliates. ImmuCell and Pfizer had originally entered into this
Agreement as of December 21, 2004.
Under
the
Agreement, Pfizer has the right to terminate the license at any time upon 30
days’ prior written notice. The effective date of termination will
therefore be on or around August 17, 2007.
The
Agreement does not impose early termination penalties on
Pfizer. However, in the event of such a termination, Pfizer is
required to turn over to ImmuCell all clinical and pre-clinical data and
information relating to Mast Out®, together
with all
other files or data relating to the clinical development of the
product. The Agreement also requires Pfizer to transfer to ImmuCell
all rights in governmental or regulatory filings made by Pfizer, and to grant
ImmuCell a perpetual, royalty-free, nonsublicensable license in any
nisin-related proprietary technology developed by Pfizer. For a
period of one year after termination, Pfizer may not develop or sell any
competing nisin-related mastitis product. The foregoing summary is
qualified in its entirety by reference to the Agreement and related amendments,
which ImmuCell has previously filed as indicated on the exhibit index to its
most recent report on Form 10-KSB.
As
a
result of the license termination described above, ImmuCell expects to recognize
the remaining deferred income from non-refundable milestone payments received
from Pfizer and to write-off the remaining unamortized cost of associated
technology license rights acquired in November 2004. This will result
in a net increase to income before income taxes of approximately $602,000 during
the third quarter of 2007, with no impact on cash.
ImmuCell’s
management believes that the termination decision was primarily market driven,
rather than arising from any unanticipated efficacy, technical or regulatory
issues. Management believes that Mast Out® has significant
potential market appeal, and intends to continue developing this
product.
A
copy of
ImmuCell’s press release announcing the termination is included as an exhibit to
this report.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Press
Release of ImmuCell Corporation dated July 19,
2007.
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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.
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Dated:
July 23, 2007
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IMMUCELL
CORPORATION
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By: /s/ Michael
F. Brigham
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Michael
F. Brigham
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President
and Chief Executive Officer
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