男人宫殿

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


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F O R M 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) June 12, 1998
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Cytoclonal Pharmaceutics Inc.
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(Exact name of Registrant as Specified in Charter)


Delaware 0-26918 75-2402409
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)


9000 Harry Hines Boulevard, Suite 330, Dallas, Texas 75235
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(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (214) 353-2922
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N/A
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(Former name or former address, if changed since last report)


ITEM 5. OTHER EVENTS.

On June 12, 1998, Cytoclonal Pharmaceutics Inc. (the "Company") entered
into a Master License Agreement (the "BMS License Agreement") and a Sponsored
Research Agreement (the "R&D Agreement") with Bristol-Meyers Squibb Company
("BMS"). Pursuant to the BMS License Agreement, the Company granted to BMS
an exclusive sublicense under (i) the Company's License Agreement with The
Research & Development Institute, Inc. at Montana State University ("RDI")
(the "RDI Agreement"), and (ii) the Company's License Agreement with the
Washington State University Research Foundation ("WSURF") (the "WSURF
Agreement"). Pursuant to the RDI Agreement, the Company acquired a license
to certain patents and technology relating to the use of microorganisms for
the production of paclitaxel and other taxanes and components. Pursuant to
the WSURF Agreement, the Company acquired a license to certain patents and
technology relating to the several genes coded for the enzymes involved in
the biosynthesis of paclitaxels and other taxanes. The term of the BMS
License Agreement shall run, subject to earlier termination in certain
circumstances, as to each CPI-Covered Product (as defined) in each country of
the Territory (as defined) until the later of (i) ten (10) years from the
First Commercial Sale (as defined) of such CPI-Covered Product in such
country, or (ii) such time as neither the making, use nor sale at the time by
BMS, its affiliates or sublicensees in such country of such CPI-Covered
Product would not infringe (a) any U.S. or foreign patents or patent
applications, including reissues, renewals, extensions, continuations or
continuations-in-part, copyrights or trademarks owned and licensed by RDI to
the Company under the RDI Agreement, (b) certain U.S. and foreign patents or
patent applications owned by WSURF and licenced by WSURF to the Company under
the WSURF Agreement and (c) other licensed property, including Licensed Cell
Lines, the Licensed Gene Materials, the Novel Taxanes from Fermentation, the
Novel Taxanes from Covered Cell Line, the Licensed CPI-Technology and the
Improvements (as those terms are defined), together with all patent rights
pertaining thereto, to the extent that such patent rights are not already
part of the RDI Agreement and WSURF Agreement. BMS shall have the right to
terminate the BMS License Agreement after December 12, 1998, effective upon
ninety (90) days notice, in which event the BMS sublicense under the RDI
Agreement and WSURF Agreement would terminate.

In addition, pursuant to the BMS License Agreement, BMS was granted a
right of first negotiation during the term of the BMS License Agreement to
obtain from the Company an exclusive, world-wide right to license or sublease
to all or a part of any CPI Technology (as defined). The BMS License
Agreement contemplates sales based royalty payments and payments by BMS to
the Company against the advent of certain milestones and royalties.

The R&D Agreement, renewable by BMS for successive one-year periods
thereafter, provided that the BMS License Agreement remains in effect at the
time, contemplates a program directed toward developing microbial fermentation
and genetic engineering technologies for the production of paclitaxel and
other taxanes.


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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.

CYTOCLONAL PHARMACEUTICS INC.


Date: September 9, 1998 By: /s/ Daniel Shusterman
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Daniel Shusterman, J.D.
Vice President Operations
Treasurer and Chief Financial Officer












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