forest8kjul09.htm
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
July
10, 2009
Date of
report (date of earliest event reported)
FOREST
LABORATORIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
1-5438
(Commission
File
Number)
|
11-1798614
(I.R.S.
Employer
Identification
Number)
|
|
|
|
|
|
909
Third Avenue
New
York, New York
(Address
of principal executive offices)
|
|
10022-4731
(Zip
code)
|
(212)
421-7850
(Registrant's telephone number,
including area code)
None
(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:
[ ] 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 (17CFR
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 Definitive Agreement
On July
10, 2009, Forest Laboratories, Inc. and its wholly-owned subsidiary, Forest
Laboratories Holdings Limited (collectively, "Forest"), entered into a
Settlement Agreement with H. Lundbeck A/S ("Lundbeck"), Forest's licensor of the
patent at issue, Sun Pharmaceutical Industries Limited and its affiliates ("Sun
Pharma") and Caraco Pharmaceutical Laboratories, Ltd. ("Caraco"), regarding
pending patent infringement disputes regarding U.S. Patent Re. No. 34,712, U.S.
Patent No. 6,916,941, and U.S. Patent No. 7,420,069, which were licensed by
Forest from Lundbeck on an exclusive basis in the United
States. These patents are listed in the U.S. Food and Drug
Administration's Orange Book for Forest's LEXAPRO® brand
escitalopram oxalate tablet products.
As
consideration for the settlement,
|
1.
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Forest
and Lundbeck will provide licenses to Caraco for any patents related to
LEXAPRO®
with respect to the marketing of Caraco's generic version of the product
as of the date that any third party generic that has properly received
final approval from the FDA enters the market, other than an authorized
generic or the first filer with Hatch-Waxman related
exclusivity.
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2.
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Caraco
will take over the commercialization and sale of several products from
Forest's Inwood business and Caraco will pay Forest an advance against
royalties and royalties on net sales of these
products.
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3.
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In
exchange for an upfront payment (and royalties but only if the technology
is used), Sun Pharma will license to Lundbeck on a worldwide basis certain
patent applications related to the synthesis of escitalopram and
citalopram.
|
In
addition, Forest and Lundbeck will reimburse certain of Caraco's legal costs in
connection with these patent litigations.
The
settlement terms are subject to review by the U.S. Federal Trade
Commission.
The
foregoing description of the settlement does not purport to be complete and is
qualified in its entirety by reference to the text of the Settlement Agreement,
a copy of which Forest intends to file with its Quarterly Report on Form 10-Q
for the quarter ending September 30, 2009, requesting confidential treatment for
certain portions.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibit 99 Press
release of Forest Laboratories, Inc. dated July 10, 2009.
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 thereunto
duly authorized.
Date: July
15, 2009
Forest Laboratories,
Inc.
(Registrant)
/s/ Francis I. Perier,
Jr.
Francis
I. Perier, Jr.
Senior
Vice President - Finance and
Chief
Financial Officer