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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 20, 2001
Date of Report (date of earliest event reported)
NANOGEN, INC.
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(Exact name of Registrant as specified in charter)
DELAWARE 000-23541 33-0489621
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(State or other jurisdiction of (Commission File Number) (I. R. S. Employer
incorporation) Identification No. )
10398 PACIFIC CENTER COURT
SAN DIEGO, CALIFORNIA 92121
(Address of principal executive offices)
Registrant's telephone number, including area code: (858) 410-4600
N/A
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
On July 20, 2001, Nanogen, Inc. entered into a settlement agreement
with Motorola, Inc., Genometrix, Inc. and the Massachusetts Institute of
Technology concluding the declaratory judgment action by Nanogen against
Motorola, Genometrix and MIT and Motorola's counterclaim against Nanogen.
Nanogen had filed its complaint in April 2000, alleging inter alia
non-infringement and invalidity of U.S. Patent No. 5,653,939, entitled "Optical
and Electrical Methods and Apparatus for Molecular Detection" (the "'939
Patent"), and Motorola filed a counterclaim in May 2000, alleging inter alia
infringement of the '939 Patent. In connection with the settlement, Nanogen has
secured a license from Motorola to certain claims of the '939 Patent. In
exchange, Nanogen will make a one-time aggregate payment of $2.5 million in cash
and issue another $2.5 million in Nanogen common stock to the parties involved.
The settlement does not include any cross-licensing provisions of Nanogen
technology to Motorola, Genometrix or MIT. The lawsuit has now been dismissed.
The license grant from Motorola follows the grant of a license to
Nanogen to the '939 Patent from Beckman Coulter, Inc. in May 2000. The '939
Patent was originally granted to MIT, which licensed the '939 Patent to Beckman
Coulter, Inc. in 1993. In 1994, MIT licensed the '939 Patent to Genometrix,
Inc., which subsequently granted sublicensing rights to Motorola in 1999.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits
Not applicable.
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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.
Date: July 24, 2001 NANOGEN, INC.
/s/ Vance R. White
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Vance R. White
Chief Executive Officer
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