UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 30, 2006
DUSA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 0-19777 22-3103129
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification Number)
25 UPTON DRIVE
WILMINGTON, MASSACHUSETTS 01887
(Address of principal executive offices, including ZIP code)
(978) 657-7500
(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 (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 Securities 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 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On May 30, 2006, DUSA Pharmaceuticals, Inc. ("DUSA") and PhotoCure ASA
("PhotoCure") entered into a patent license agreement whereby DUSA grants a
non-exclusive license to PhotoCure under the patents DUSA licenses from PARTEQ,
the licensing arm of Queens University, Kingston, Ontario Canada for esters of
aminolevulinic acid ("ALA"). ALA is the active ingredient in DUSA's Levulan(R)
products. Furthermore, DUSA grants a non-exclusive license to PhotoCure for its
existing formulations of its Hexvix(R) and Metvix(R) (known in the United States
as Metvixia(R)) products for any DUSA patents that may issue or be licensed by
DUSA in the future. PhotoCure is obligated to pay royalties to DUSA, including a
prepaid royalty due on June 1, 2006 in the amount of One Million Dollars
($1,000,000), on net sales of its products to the extent they are covered by a
DUSA patent. The prepaid royalty is non-refundable. Until June 1, 2008, the
license for Metvixia in the United States is limited to certain activities
relating to PhotoCure's actinic keratoses and basal cell carcinoma indications.
Subject to early termination rights by either party for cause, or by DUSA in the
case of PhotoCure's bankruptcy, the term of the agreement expires when all
royalty periods have terminated which is currently expected to be September 22,
2016, the latest date of expiration of DUSA's patents. PhotoCure has the right
to grant sublicenses under certain conditions.
ITEM 8.01 - OTHER EVENTS.
DUSA Pharmaceuticals, Inc. ("DUSA") issued a press release on May 31, 2006
reporting the entry of a patent license agreement with PhotoCure ASA
("PhotoCure") for a worldwide license under DUSA's patents limited to ALA
esters. The press release is filed with this report as Exhibit 99.
Except for historical information, this report, including the exhibit,
contains certain forward-looking statements that involve known and unknown risk
and uncertainties, which may cause actual results to differ materially from any
future results, performance or achievements expressed or implied by the
statements made. These forward-looking statements relate to the payment of
royalties and the expected term of the agreement. These forward-looking
statements are further qualified by important factors that could cause actual
results to differ materially from those in the forward-looking statements. These
factors include, without limitation penetration of the market by PhotoCure or
its sublicensees, maintenance of our patent portfolio, and other risks and
uncertainties identified in DUSA's filings with the Securities and Exchange
Commission from time to time, including its Form 10-K for the year ended
December 31, 2005.
ITEM 9.01 - FINANCIAL STATEMENT AND EXHIBITS.
Item No. Description
99 Press Release, dated May 31, 2006
SIGNATURES
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.
DUSA PHARMACEUTICALS, INC.
Dated: June 2, 2006 By: /s/ D. Geoffrey Shulman
---------------------------------
D. Geoffrey Shulman, MD, FRCPC
Chairman of the Board and Chief
Executive Officer
EXHIBIT INDEX
Item No. Description
99 Press Release, dated May 31, 2006