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):
October 6, 2004
GenoMed, Inc.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 000-49720 43-1916702
---------------------------- ---------------- ----------------------
(State or other jurisdiction (Commission file (IRS Employer
of incorporation) number) Identification Number)
9666 Olive Blvd., Suite 310, St. Louis, Missouri 63132
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
---------------------------------------------------
(314) 983-9933
NOT APPLICABLE
(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS
On October 6, 2004, GenoMed announced that it had signed a four-year Agreement
with Instituto Superiore di Sanita ("ISS") of Rome, Italy for the collaborative
development of angiotesin II type 1 receptor blockers (ARB) for treatment of
avian influenza type A.
GenoMed hopes the parties' collaborative research efforts under the Agreement
will lead to the development of effective treatments for avian influenza Type A
in chickens.
If effective ARB treatments are jointly developed by the parties under the
Agreement, the parties hope to obtain a partner to commercialize the technology
in the poultry production industry. Each party will retain the right to
individually commercialize any treatments developed using only that party's
confidential information or inventions.
As part of the Agreement, GenoMed has granted ISS the exclusive option to
acquire an exclusive worldwide license, with right of sublicense, to a February
12, 2004 U.S. patent application by Dr. David W. Moskowitz, President and CEO of
GenoMed, for a type of ARB treatment for birds, pigs and other vertebrate hosts,
and in any further patent applications claiming priority from the same. The
patent has been applied for but not issued as of the date of this report. The
option will expire one year after the effective date of the Agreement. Any such
license will obligate ISS to:
o pay patent prosecution expenses
o develop a research and development plan to validate the efficacy of
the treatment in a statistically significant field trial program
o use efforts to identify a commercial partner
o pay GenoMed 30% of all technology transfer proceeds, after deducting
patent expenses
If ISS is unable to commercialize the technology within five years after
exercising the option, its exclusive license would be limited to Europe, the
Middle East and Africa. GenoMed would be entitled to 30% of any technology
transfer proceeds in this region.
There can be no assurance that any effective treatments will be developed under
the Agreement, that any treatments that are developed will have commercial
potential, or that the Agreement with ISS will generate revenues for GenoMed.
The Agreement prohibits either party from publishing the results of the
collaboration without the consent of the other party.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Collaboration Agreement between Instituto Superiore de Sanita and
GenoMed, Inc.
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.
GenoMed, Inc.
Dated: October 6, 2004
By: /s/ David W. Moskowitz
-----------------------------------
Dr. David W. Moskowitz
Chairman of the Board and Chief
Executive Officer