FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of November 2008
AETERNA ZENTARIS INC.
1405, boul. du Parc-Technologique
Quebec, Quebec
Canada, G1P 4P5
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F /X/ Form 40-F / /
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
Yes / / No /X/
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
DOCUMENTS INDEX
DOCUMENTS DESCRIPTION
1. Press Release dated November 12, 2008: AEterna Zentaris Agrees to Sell
Cetrotide(R) Royalty Stream for $52.5 Million to Cowen Healthcare Royalty
Partners
[AETERNA ZENTARIS LOGO]
AETERNA ZENTARIS INC. 1405 du Parc-Technologique Blvd.
Quebec (Quebec) Canada G1P 4P5 T 418 652-8525 F 418 652-0881
www.aezsinc.com
PRESS RELEASE
FOR IMMEDIATE RELEASE
AETERNA ZENTARIS AGREES TO SELL CETROTIDE(R) ROYALTY STREAM FOR
$52.5 MILLION TO COWEN HEALTHCARE ROYALTY PARTNERS
ALL AMOUNTS ARE IN U.S. DOLLARS
QUEBEC CITY, CANADA, NOVEMBER 12, 2008 - AEterna Zentaris Inc. (NASDAQ: AEZS;
TSX: AEZ), a global biopharmaceutical company focused on endocrine therapy and
oncology, today announced that it has signed a definitive agreement to sell to
Cowen Healthcare Royalty Partners, L.P. ("CHRP") its rights to royalties on
future sales of Cetrotide(R) covered by its license agreement with Merck Serono.
The license agreement between AEterna Zentaris and Merck Serono was signed in
2000 and granted Merck Serono exclusive rights to market, distribute and sell
Cetrotide(R) worldwide, with the exception of Japan, in the field of IN VITRO
fertilization. On closing, AEterna Zentaris will receive $52.5 million from
CHRP. In addition, contingent on 2010 net sales of Cetrotide(R) reaching a
specified level, AEterna Zentaris would receive an additional payment of $2.5
million from CHRP.
Under the terms of the agreement, if cetrorelix, which is currently in Phase 3
clinical trials for the treatment of benign prostatic hyperplasia, is approved
for sale by European regulatory authorities in an indication other than IN VITRO
fertilization, AEterna Zentaris has agreed to make a one-time cash payment to
CHRP in an amount ranging from $5 million up to a maximum of $15 million. The
amount which would be due to CHRP will be higher the earlier the product
receives European regulatory approval.
"We are very pleased with this transaction which is in line with our strategy of
generating non-dilutive financing through non-core asset monetization," said
Juergen Engel, Ph.D., President and Chief Executive Officer of AEterna Zentaris.
"We now expect to end the year 2008 with approximately $50 million in cash,
providing us with the financial resources for the continued development of
cetrorelix in BPH."
"Our investment in Cetrotide(R) is consistent with our strategy to invest in
unique commercial-stage products with strong marketing partners, and attractive
risk reward profiles," said Todd C. Davis, Co-Founder and Managing Director of
CHRP. "There is a growing demand for fertility treatment products around the
globe and we believe Cetrotide(R) is well positioned to expand its presence in
the market."
The transaction is expected to close within the next 15 business days.
RBC Capital Markets acted as exclusive financial advisor to AEterna Zentaris in
connection with this transaction.
ABOUT CETROTIDE(R) (CETRORELIX)
Cetrotide(R) (cetrorelix) was the first luteinizing hormone-releasing hormone
(LHRH) antagonist treatment approved for IN VITRO fertilization. It is
administered to women to prevent premature ovulation in order to increase
fertility success rate. Developed in cooperation with Medicine Nobel-Prize
winner, Professor Andrew Schally of Veterans Affairs, Miami, Florida, it was
launched in Europe in 1999 and in the United States in 2001. Cetrotide(R) is
currently marketed worldwide by Merck Serono, except for Japan where it is
marketed by Nippon Kayaku and Shionogi.
Cetrorelix is also currently in a Phase 3 program in benign prostatic
hyperplasia involving 1,500 patients in North America and Europe. First results
are expected in Q3 2009 with an NDA filing to follow in 2010 and potential
launch in 2011.
ABOUT COWEN HEALTHCARE ROYALTY PARTNERS
Cowen Healthcare Royalty Partners ("CHRP") is a global healthcare private equity
firm with over $500 million in capital under management. The firm invests
principally in commercial-stage biopharmaceutical and medical device companies
and products, through the purchase of royalty or Synthetic Royalty(SM)
interests, debt and equity. CHRP's investment team has over 90 years of
healthcare related experience including principal investing, structured finance,
healthcare industry senior management, Wall Street research and consulting,
scientific and clinical experience. For more information, please visit
WWW.COWENROYALTY.COM.
ABOUT AETERNA ZENTARIS INC.
AEterna Zentaris Inc. is a global biopharmaceutical company focused on endocrine
therapy and oncology, with proven expertise in drug discovery, development and
commercialization.
News releases and additional information are available at WWW.AEZSINC.COM.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements made pursuant to the safe
harbor provisions of the U.S. Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties,
which could cause the Company's actual results to differ materially from those
in the forward-looking statements. Such risks and uncertainties include, among
others, the availability of funds and resources to pursue R&D projects, the
successful and timely completion of clinical studies, the ability of the Company
to take advantage of business opportunities in the pharmaceutical industry,
uncertainties related to the regulatory process and general changes in economic
conditions. Investors should consult the Company's quarterly and annual filings
with the Canadian and U.S. securities commissions for additional information on
risks and uncertainties relating to the forward-looking statements. Investors
are cautioned not to rely on these forward-looking statements. The Company does
not undertake to update these forward-looking statements. We disclaim any
obligation to update
any such factors or to publicly announce the result of any
revisions to any of the forward-looking statements contained herein to reflect
future results, events or developments except if we are requested by a
governmental authority or applicable law.
CONTACTS
INVESTOR RELATIONS MEDIA RELATIONS
Ginette Vallieres Paul Burroughs
Investor Relations Coordinator Director of Communications
(418) 652-8525 ext. 265 (418) 652-8525 ext. 406
GVALLIERES@AEZSINC.COM PBURROUGHS@AEZSINC.COM
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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, thereunto duly authorized.
AETERNA ZENTARIS INC.
Date: Nov. 12, 2008 By: /s/Dennis Turpin
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Dennis Turpin
Senior Vice President and
Chief Financial Officer