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<SEC-DOCUMENT>0001157523-07-011566.txt : 20071121
<SEC-HEADER>0001157523-07-011566.hdr.sgml : 20071121
<ACCEPTANCE-DATETIME>20071121172234
ACCESSION NUMBER:		0001157523-07-011566
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20071116
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Termination of a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20071121
DATE AS OF CHANGE:		20071121

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ANIKA THERAPEUTICS INC
		CENTRAL INDEX KEY:			0000898437
		STANDARD INDUSTRIAL CLASSIFICATION:	SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
		IRS NUMBER:				043145961
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14027
		FILM NUMBER:		071264008

	BUSINESS ADDRESS:	
		STREET 1:		236 WEST CUMMINGS PARK
		CITY:			WOBURN
		STATE:			MA
		ZIP:			01801
		BUSINESS PHONE:		6179326616

	MAIL ADDRESS:	
		STREET 1:		236 WEST CUMMINGS PARK
		CITY:			WOBURN
		STATE:			MA
		ZIP:			01801

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ANIKA RESEARCH INC
		DATE OF NAME CHANGE:	19930309
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5552649.txt
<DESCRIPTION>ANIKA THERAPEUTICS, INC. 8-K
<TEXT>


                                  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 16, 2007


                            Anika Therapeutics, Inc.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


         Delaware                    000-21326                04-3145961
- --------------------------------------------------------------------------------
  (State of Incorporation)   (Commission File Number)      (I.R.S. Employer
                                                          Identification No.)


32 Wiggins Avenue, Bedford, MA                                     01730
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)



Registrant's telephone number, including area code:        (781) 457-9000
                                                    ----------------------------



               160 New Boston Street, Woburn, Massachusetts 01801
- --------------------------------------------------------------------------------
          (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 (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))



<PAGE>


                Section 1 - Registrant's Business and Operations

Item 1.01. Entry Into a Material Definitive Agreement.

Item 1.02. Termination of a Material Definitive Agreement.

     On November 16, 2007, Anika Therapeutics, Inc. (the "Company") agreed to
terminate the License and Development Agreement (the "License Agreement") with
Galderma Pharma S.A., a joint venture between Nestle and L'Oreal ("Galderma"),
and the Supply Agreement (together with the License Agreement, the "Agreements")
with Galderma and Galderma S.A., an affiliate of Galderma for the exclusive
worldwide development and commercialization of hyaluronic acid based cosmetic
tissue augmentation ("CTA") products. Both Agreements were entered into on June
30, 2006. Pursuant to the Agreements, Anika was responsible for the development
and manufacturing of the CTA products, and Galderma was responsible for the
commercialization, including distribution and marketing, of the CTA products
worldwide. The Company and Galderma mutually agreed to the termination of the
Agreements.

     Under the terms of the Agreements, the Company received an upfront payment
of $1 million. The Agreements also set forth milestone events related to final
regulatory approvals of the CTA products in the United States and Europe,
respectively, that entitled the Company to aggregate milestone payments of up to
$5 million for the initial CTA product (of which $3.5 million was received) and
up to an additional $1.5 million for each additional CTA product that the
parties agreed to develop and market. In addition, the Agreements would have
provided the Company with transfer payments for supplying Galderma with the CTA
products and royalties based on sales of the Company's CTA products by Galderma
to its customers. The Agreements also provided for a number of additional
milestone payments of up to $14.5 million if CTA product net sales exceed
certain net sales targets. Under the terms of the Agreements, Galderma would
have supported the development of the Company's CTA products, including
reimbursement for certain development costs for the enhancement of the initial
CTA product, line extensions and clinical trial support, and the Company was
responsible for obtaining regulatory approvals. The Agreements had an initial
term of ten years, unless earlier terminated pursuant to any one of several
early termination rights of each party or renewed.

     To terminate the Agreements, on November 16, 2007, the Company, Galderma
and Galderma S.A. entered into a Termination Agreement (the "Termination
Agreement"). Pursuant to the Termination Agreement, the Company will reacquire
worldwide control of the future development and marketing of ELEVESS, the brand
name of the Company's CTA products, and pay Galderma $4,250,000 for the
worldwide rights and ownership of the ELEVESS trademark and all related
packaging, marketing and promotional materials, as well as the clinical studies,
marketing research and training materials developed by Galderma. The Termination
Agreement contains mutual covenants and indemnifications that clarify the
post-termination rights and obligations of the parties and is subject to certain
closing conditions.


<PAGE>

     The foregoing description of the Agreements and the Termination Agreement
does not purport to be complete and is qualified in its entirety by reference to
the text of such agreements, which, in the case of the Agreements, have been
previously filed with the Securities and Exchange Commission, or, in the case of
the Termination Agreement, will be filed with the Company's Annual Report on
Form 10-K for the year ending December 31, 2007.

     The Company issued a press release concerning the Termination Agreement,
which is attached hereto as Exhibit 99.1.


                  Section 9 - Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.    Description
- -------------  -----------------------------------------------------------------
99.1           Press Release issued by Anika Therapeutics, Inc. on November 20,
               2007



<PAGE>


                                   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.

                                           ANIKA THERAPEUTICS, INC.

November 21, 2007                      By: /s/ KEVIN W. QUINLAN
                                           -------------------------------------
                                           Kevin W. Quinlan
                                           Chief Financial Officer
                                           (Principal Financial Officer)



<PAGE>


                                  Exhibit Index


Exhibit No.    Description
- -------------  -----------------------------------------------------------------
99.1           Press Release issued by Anika Therapeutics, Inc. on November 20,
               2007
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a5552649ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

Anika Therapeutics and Galderma Agree to Terminate License, Development
                         and Supply Agreements

  Anika Therapeutics' to Reacquire Worldwide Rights to ELEVESS Brand


    BEDFORD, Mass.--(BUSINESS WIRE)--Nov. 20, 2007--Anika
Therapeutics, Inc. (Nasdaq: ANIK) today announced that it has agreed
with Galderma Pharma S.A. and Galderma S.A. (together, "Galderma") to
terminate its license, development and supply agreements for the
ELEVESS family of products. The agreement is subject to certain
closing conditions and is expected to close before the end of
November.

    Under the termination agreement, Anika will reacquire the
worldwide control of the future development and marketing of ELEVESS.
Anika will pay Galderma $4,250,000 for the worldwide rights and
ownership of the "ELEVESS" trademark, and all related packaging,
marketing and promotional materials, as well as the clinical studies,
marketing research, and training materials developed by Galderma. The
Company had previously announced that it is in negotiations to
terminate the license and supply agreements with Galderma.

    "We believe the future is bright for ELEVESS," said Charles H.
Sherwood, Ph.D., Anika's President and Chief Executive Officer. "Our
product is ready for market and we want to proceed expeditiously
toward commercialization. With an enhanced product that now is
approved in the United States, the European Union and Canada, we would
like to launch the product as soon as possible in 2008 with a new
partner or initially on our own. There already has been considerable
interest expressed by new potential partners, which we are pursuing.
In the meantime, Anika sponsored pre-launch activities continue
including reaching out to opinion leaders."

    About ELEVESS

    ELEVESS is the first injectable soft-tissue filler for facial
wrinkles, scar remediation and lip augmentation to incorporate
lidocaine, a local anesthetic that improves patient comfort and
satisfaction and provides physicians with a new alternative for their
aesthetic practice. Designed for longer durability based on its new
proprietary cross-linking technology and its higher concentration of
Anika's chemically modified hyaluronic acid (HA), ELEVESS has been
approved for sale in the United States, the European Union and Canada.

    About Anika Therapeutics, Inc.

    Headquartered in Bedford, Mass., Anika Therapeutics, Inc.
develops, manufactures and commercializes therapeutic products for
tissue protection, healing and repair. These products are based on
hyaluronic acid (HA), a naturally occurring, biocompatible polymer
found throughout the body. Anika's products include ORTHOVISC(R), a
treatment for osteoarthritis of the knee available internationally and
marketed in the U.S. by DePuy Mitek; HYVISC(R), a treatment for equine
osteoarthritis marketed in the U.S. by Boehringer Ingelheim Vetmedica,
Inc.; the ELEVESS(TM) family of aesthetic dermatology products for
facial wrinkles, scar remediation and lip augmentation; AMVISC(R),
AMVISC(R) Plus, STAARVISC(TM)-II and Shellgel(TM) injectable
viscoelastic HA products for ophthalmic surgery; INCERT(R), an
HA-based anti-adhesive for surgical applications; and next generation
products for joint health and aesthetic dermatology based on the
Company's proprietary, chemically modified HA.

    The statements made in this press release which are not statements
of historical fact are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including, without limitation,
statements that may be identified by words such as "expectations,"
"remains," "focus," "expected," "prospective," "expanding,"
"building," "continue," "progress," "plan," "efforts," "hope,"
"believe," "objectives," "opportunities," "will," "seek," "expect" and
other expressions which are predictions of or indicate future events
and trends and which do not constitute historical matters identify
forward-looking statements. These statements also include: (i) the
Company's expectations regarding its cosmetic dermatology product,
ELEVESS, including statements concerning the market for ELEVESS,
anticipated product launch and potential partners, and (ii) statements
concerning Galderma and ELEVESS. These statements are based upon the
current beliefs and expectations of the Company's management and are
subject to significant risks, uncertainties and other factors. The
Company's actual results could differ materially from any anticipated
future results, performance or achievements described in the
forward-looking statements as a result of a number of factors
including: (i) the risk that the termination agreement between the
Company and Galderma does not close and the Company does not reacquire
all rights to the ELEVESS family of products; (ii) the Company's
ability to license ELEVESS to a new distribution partner on terms
favorable to the Company, if at all; (iii) the Company's ability to
successfully commence and/or complete clinical trials of its products
on a timely basis or at all, obtain clinical data to support a
pre-market approval application and/or FDA approval, and/or receive
FDA or other regulatory approvals of its products, or that such
approvals will not be obtained in a timely manner or without the need
for additional clinical trials; (iv) the Company's research and
product development efforts and their relative success, including
whether the Company has any meaningful sales of any new products
resulting from such efforts; (v) the cost effectiveness and efficiency
of our manufacturing operations and production planning; (vi) the
strength of the economies in which the Company operates or will be
operating, as well as the political stability of any of those
geographic areas or (vii) future determinations by the Company to
allocate resources to products and in directions not presently
contemplated. Any delay in receiving any regulatory approvals may
adversely affect the Company's competitive position. Even if
regulatory approvals are obtained, there is a risk that meaningful
sales of the products may not be achieved. There is also a risk that
(i) the Company's existing distributors (including its distributor in
Turkey) or customers will not continue to place orders at historical
levels or that any of them will seek to modify or terminate existing
arrangements, (ii) the Company's efforts to enter into long-term
marketing and distribution arrangements, including with new
international distributors for ORTHOVISC, will not be successful,
(iii) new distribution arrangements will not result in meaningful
sales of the Company's products, (iv) the Company will be unable to
achieve performance and sales threshold milestones in its distribution
agreements, (v) competitive products will adversely impact the
Company's product sales, (vi) the estimated size(s) of the markets
which the Company has targeted its products will fail to be achieved,
(vii) lack of adequate coverage and reimbursement provided by
governments and other third party payers for our products and
services, including non-reimbursement of ORTHOVISC in Turkey, could
have a material adverse effect on our results of operations, or (viii)
increased sales of the Company's products, including HYVISC(R),
ORTHOVISC , or its ophthalmic products, will not continue or sales
will decrease or not reach historical sales levels, or even if such
increases occur that such increases will improve gross margins, any of
which may have a material adverse effect on the Company's business and
operations. There can be no assurance that the Company will license
ELEVESS to a new distribution partner on terms favorable to the
Company or at all. Certain other factors that might cause the
Company's actual results to differ materially from those in the
forward-looking statements include those set forth under the headings
"Business," "Risk Factors" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in each of the
Company's Annual Report on Form 10-K for the year ended December 31,
2006 and on Form 10-Q for the period ended September 30, 2007, as well
as those described in the Company's other press releases and SEC
filings.

    CONTACT: Anika Therapeutics, Inc.
             Charles H. Sherwood, 781-457-9000
             Ph.D., CEO
             or
             Kevin W. Quinlan, 781-457-9000
             CFO
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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