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) November 15, 2007
NEOPROBE CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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0-26520
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31-1080091 |
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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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| 425 Metro Place North, Suite 300, Columbus, Ohio
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43017 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (614) 793-7500
(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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 November 15, 2007, Neoprobe Corporation (the “Company”) entered into a Supply and
Distribution Agreement (the “Distribution Agreement”) with Cardinal Health 414, LLC (“Cardinal
Health”). Pursuant to the terms of the Distribution Agreement, Cardinal Health will market and
distribute Lymphoseek® on an exclusive basis in the United States. Lymphoseek (Technetium Tc99m
DTPA-mannosyl-dextran) is a proprietary radioactive lymphatic mapping targeting agent being
developed by the Company for use with hand held gamma detection devices, such as the Company’s
neo2000® system, in a surgical procedure known as Sentinel Lymph Node Biopsy (SLNB). The initial
term of the agreement commenced on November 15, 2007, and continues in effect for a period of sixty
(60) months following receipt of clearance to market
Lymphoseek. The term of the agreement will renew automatically for an additional year at the end of
the initial term (and shall continue to renew annually thereafter), unless either party provides
notice of non-renewal at least six (6) months prior to the end of the then-current term.
The foregoing description of the terms of the Distribution Agreement is qualified in its
entirety by reference to the full text of the Distribution Agreement, a copy of which is attached
hereto as Exhibits 10.1, and incorporated herein in its entirety by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Exhibit Description |
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10.1
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Supply and Distribution Agreement, dated November 15, 2007, by and between Neoprobe
Corporation and Cardinal Health 414, LLC (portions of this Exhibit have been omitted pursuant
to a request for confidential treatment and have been filed separately with the Commission). |
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