UNITED
STATES
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): March 29, 2007
VioQuest
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-16686
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58-1486040
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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180
Mt. Airy Road, Suite 102
Basking
Ridge, NJ 07920
(Address
of principal executive offices)
(908)
766-4400
(Registrant's
telephone number, including area code)
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
Pursuant
to a Bill of Sale and Assignment (the “Assignment”) delivered to VioQuest
Pharmaceuticals, Inc. (“VioQuest”) by Fiordland Pharmaceuticals, Inc.
(“Fiordland”) on March 29, 2007, VioQuest acquired all of Fiordland’s right,
title and interest to an Amended and Restated License Agreement dated December
29, 2006 (the “License Agreement”), among, Onc Res, Inc. (“Onc Res”), Assymetric
Therapeutics, LLC, Fiordland and Stason Pharmaceuticals, Inc. Under the License
Agreement, Fiordland held an exclusive, worldwide license to certain patents,
know-how and other intellectual property relating to XyfidTM
(topical
uracil), a pharmaceutical product candidate being developed for the treatment
and prevention of Hand-Foot Syndrome, a common, often dose-limiting and
potentially life-threatening complication of several chemotherapy drugs.
Pursuant
to the License Agreement, as assigned to VioQuest, Assymetric and Onc Res
granted to VioQuest an exclusive, worldwide license to various patent rights
and
know-how in a field of use that covers (i) the use of uracil, alone or in
combination with other agents, for the prevention or treatment of any disease
or
condition in humans or animals, and (ii) the use of any pharmaceutical
compositions, chemicals or biologics to treat Hand-Foot Syndrome. The License
Agreement also provides VioQuest with the right to grant sublicenses.
In
consideration for the license, VioQuest will be obligated to pay a royalty
on
net sales of licensed product, which is defined as any product that cannot
be
manufactured, used or sold without infringing one or more valid claims
underlying one of the licensed patents. VioQuest is also required to make
payments upon the achievement of various clinical development and regulatory
milestones, which total up to $6.2 million in the aggregate. The License
Agreement further requires VioQuest to make payments of up to an additional
$12.5 million in the aggregate upon the achievement of various commercialization
and net sales milestones.
As
assigned, the License Agreement provides that VioQuest, at its expense, is
responsible for and has the right to control the prosecution and maintenance
of
the licensed patents. VioQuest, Assymetric and Onc Res are each required to
give
each other notice of any alleged infringement of or any challenge to the
validity of any licensed patent. VioQuest, however, shall have the first right,
but not the obligation, to take appropriate action to enforce the licensed
patent rights or to defend claims that such rights are not enforceable or other
challenge to such rights.
The
License Agreement, unless earlier terminated, will expire on a
country-by-country basis, upon the expiration of the life of the last to expire
licensed patent in that country. Assymetric has the right, following 90 days’
notice and opportunity to cure, to terminate the License Agreement sooner in
the
event VioQuest commits a material breach or default; provided, however, that
if
the nature of the breach is such that additional time is reasonably needed
to
cure the breach, if the nature of the breach is such that additional time is
reasonably needed, then Assymetric shall provide VioQuest with additional time
to cure. VioQuest may terminate the License Agreement at any time, in its
entirety or on a country-by-country basis, for any or no reason, upon 30 days’
notice. In the event of a termination by either Assymetric or VioQuest, all
rights to the licensed patents, know-how and other technology shall revert
to
Assymetric; however, VioQuest shall have the right to continue to sell all
remaining licensed products then in its inventory.
The
License Agreement further required VioQuest to indemnify and hold harmless
Assymetric and Onc Res from damages and claims relating to VioQuest’s use,
manufacture, sale or other disposition of licensed product, unless such damages
or claims relate to or were caused by the indemnitees’ negligence, willful
misconduct or non-compliance with applicable laws. Assymetric and Onc Res have
agreed to indemnify VioQuest to the extent of any damages or claims relating
to
or caused by their breach of the License Agreement, negligence, willful
misconduct or non-compliance with applicable laws.
In
consideration for the Assignment, VioQuest paid Fiordland the cash sum of
approximately $36,000, which amount primarily represented reimbursement of
patent prosecution costs incurred by Fiordland while it was a party to the
License Agreement. Fiordland is an affiliate of Paramount BioCapital, Inc.
(“Paramount”). Stephen C. Rocamboli, a director of VioQuest, is employed by
Paramount, of which Lindsay A. Rosenwald, M.D. is the Chairman and sole
stockholder. Dr. Rosenwald beneficially owns in excess of 6% of VioQuest’s
common stock, and certain trusts established for his and his family’s benefit,
collectively beneficially hold approximately 14% of VioQuest’s common
stock.
As
consideration for services relating to the License Agreement and analysis of
XyfidTM,
VioQuest paid a $20,000 cash fee to an individual employee of Paramount and
also
issued to such individual a 5-year warrant to purchase up to 300,000 shares
of
VioQuest’s common stock at an exercise price equal to $0.50 per share. The right
to purchase the shares under the warrant vest in three equal installments of
100,000 shares each. The first installment is immediately exercisable and the
remaining two installments vest upon the achievement of certain clinical
development and regulatory milestones relating to XyfidTM.
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.
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VioQuest
Pharmaceuticals, Inc.
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| Date:
April 4, 2007 |
By: |
/s/ Brian
Lenz |
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Brian
Lenz |
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Chief
Financial Officer |