8-K 1 v088996_8k.htm Unassociated Document

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 - September 27, 2007
(Date of Earliest Event Reported)
 
COLUMBIA LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
 
Commission File No. 1-10352

 
Delaware
 
59-2758596
(State of Incorporation)
 
(I.R.S. Employer
Identification No.)
     
354 Eisenhower Parkway
Livingston, New Jersey
 
 
07039
(Address of principal
executive offices)
 
Zip Code

 
Registrant’s telephone number, including area code: (973) 994-3999
 

 
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):

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 

 

 
 
Item 1.01. Entry into a Material Definitive Agreement.

On September 27, 2007, Columbia Laboratories, Inc. (the “Company”) entered into a License and Supply Agreement (the “Agreement”) with Ascend Therapeutics, Inc. (“Ascend”), pursuant to which (i) the Company granted Ascend an exclusive, five year license to market and sell the Company’s Prochieve ® 4% (progesterone gel) product in the United States, (ii) the Company agreed to supply Ascend with product over the life of the Agreement at a transfer price equal to 35% of Ascend’s net selling price for the product, and (iii) Ascend agreed to annual minimum purchase obligations for the product that increase over the life of the Agreement. Prochieve 4% progesterone gel is currently indicated and FDA-approved for the treatment of secondary amenorrhea (secondary amenorrhea is lack of periods for six or more months in a woman who has already started menstruation and who is not pregnant, lactating, or in menopause).

Item 8.01. Other Events.  
 
 
On September 27, 2007, the Company, issued a press release entitled, “Columbia Laboratories Signs U.S. License and Supply Agreement with Ascend Therapeutics to Market Prochieve ® 4% Progesterone Gel.” A copy of the press release issued by the Company is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits
 
(d)        Exhibits. 
 
99.1 Press Release dated September 27, 2007, entitled “Columbia Laboratories Signs U.S. License and Supply Agreement with Ascend Therapeutics to Market Prochieve ® 4% Progesterone Gel.”
 
 
 
 

 
 
 
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.
 
     
  COLUMBIA LABORATORIES, INC.
 
 
 
 
 
 
Date: September 28, 2007 By:   /s/ Michael McGrane
 

Michael McGrane
Senior Vice President, General Counsel
and Secretary
   
 
 
 
 

 
 
 
 
Exhibit Index
 
Exhibit No.
 
Description
 
99.1
 
Press Release dated September 27, 2007, entitled “Columbia Laboratories Signs U.S. License and Supply Agreement with Ascend Therapeutics to Market Prochieve ® 4% Progesterone Gel.”