Summary
Gilead Sciences, Inc. (GILD) filed an 8-K on July 19, 2006, detailing a significant development concerning its investment and planned acquisition of Corus Pharma, Inc. Initially, Gilead made a $25 million investment in Corus and secured an exclusive option to acquire the remaining shares. This 8-K announces the settlement of a lawsuit filed by Chiron Corporation (now Novartis Vaccines and Diagnostics) against Corus, which alleged trade secret misappropriation related to Corus's product candidate, Cayston™ (aztreonam lysine for inhalation). The settlement requires Gilead to make a lump-sum payment to Novartis VAD and proceed with exercising its purchase option for Corus.
Key Highlights
- 1Gilead Sciences has entered into a definitive Agreement and Plan of Merger with Corus Pharma, Inc., and a merger subsidiary.
- 2The company has exercised an exclusive option to purchase the remaining shares of Corus Pharma.
- 3A settlement has been reached with Novartis Vaccines and Diagnostics (formerly Chiron Corporation) regarding a lawsuit against Corus.
- 4The lawsuit involved allegations of trade secret misappropriation concerning Corus's product candidate Cayston™ (aztreonam lysine for inhalation).
- 5The total merger consideration for Corus is valued at $365 million, subject to adjustments.
- 6The transaction involves a cash payment to Corus stockholders and the conversion of Corus options into Gilead stock options.
- 7The acquisition is subject to regulatory approvals and other customary closing conditions.