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
2, 2010
SCOLR
Pharma, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31982
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91-1689591
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S.
Employer Identification No.)
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19204
North Creek Parkway, Suite 100
Bothell,
WA 98011
(Address
of principal executive offices)
(425) 368-1050
(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 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
1.01. Entry into a Material Agreement.
On
May 2, 2010, SCOLR Pharma, Inc., a Delaware corporation (the “Company” or
“SCOLR”), and RedHill Biopharma Ltd., an Israeli company (“RedHill”), entered
into an Exclusive License Agreement (the “Agreement”).
Under
the Agreement, SCOLR granted to RedHill exclusive, worldwide, and perpetual
rights to produce, market, and sell Ondansetron tablet formulations based on
SCOLR’s proprietary extended delivery technology (CDT®). The
Agreement provides for an initial licensing fee of $100,000 payable by RedHill
to SCOLR within thirty days of the execution of the
Agreement. Additionally, RedHill is obligated to make milestone
payments to SCOLR of $250,000 each upon (i) final marketing approval by the FDA
of the Ondansetron product and (ii) the first commercial sale of the product by
RedHill. SCOLR will receive an 8% royalty on sales and sublicense
sales royalties actually received by RedHill, net of RedHill’s reasonable
marketing and distribution expenses. The Agreement specifies a
maximum payment to SCOLR, including royalties and all other fees, of $30
million.
The
Company issued a press release regarding the Agreement on May 6, 2010, a copy of
which is attached as Exhibit 99.1 hereto.
Item 9.01 Financial
Statements and Exhibits.
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Exhibit No.
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Description
of Exhibit
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99.1
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SCOLR
Pharma, Inc. - Press Release Dated May 6,
2010.
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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.
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SCOLR
PHARMA, INC.
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Dated: May
6, 2010
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By:
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/s/
Richard M. Levy
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Chief
Financial Officer
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