Unassociated Document
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) October
4, 2006
Interpharm
Holdings, Inc.
(Exact
name of Registrant as specified in charter)
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Delaware
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0-22710
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13-3673965
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(State
or other jurisdic-
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(Commission
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(IRS
Employer
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tion
of incorporation)
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File
Number)
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Identification
No.)
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75
Adams Avenue, Hauppauge, New York, 11788
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code: (631)
952-0214
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:
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 CFR240.14d-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
October 4, 2006, Interpharm, Inc., a wholly owned subsidiary of Interpharm
Holdings, Inc. (the “Company”), entered into a new agreement with Tris Pharma,
Inc. (“Tris”) for the development and licensing of fourteen generic liquid
pharmaceuticals (the “New Liquids Agreement”), which supersedes and cancels the
Company’s previous agreement for liquid pharmaceuticals entered into on February
24, 2005.
Under
the
February 24, 2005 liquids agreement (the “Original Liquids Agreement”) Tris was
to develop and deliver the properties, specifications and formulations necessary
to effectuate a technology transfer (“Technical Packages”) to the Company for
certain generic liquid pharmaceutical products. The Company was to use the
Technical Packages to obtain all necessary approvals, and manufacture and market
the products. Under the terms of the New Liquids Agreement, in addition to
its
other obligations, Tris will now undertake manufacturing of the liquid products
and the Company will pay for all of the necessary raw materials and product
components. The Company retains the right and obligation to market and
commercialize the liquid products.
Under
the
terms of the Old Liquids Agreement, Tris was to receive approximately $3.0
million in development fees from the Company and was to receive a royalty of
between 10% and 12% of net profits resulting from the sales of each product
after an offset to recoup the development fees paid to Tris. Under the terms
of
the New Liquids Agreement, Tris is to receive $1 million in development fees
and
40% of the net profits from the sales of the liquid products by Interpharm
after
an offset to recoup the development fees and other costs paid by the
Company.
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 hereunto
duly authorized.
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INTERPHARM
HOLDINGS, INC.
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October
10, 2006
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By:
/s/ George Aronson
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George
Aronson
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Chief
Financial Officer
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