UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 27, 2006 (November 27, 2006)
CYTOKINETICS, INCORPORATED
(Exact name of registrant as specified in its charter)
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| Delaware
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000-50633
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94-3291317 |
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(Commission File Number)
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(IRS Employer |
| incorporation)
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Identification No.) |
280 East Grand Avenue
South San Francisco, California 94080
(Address of principal executive offices, including zip code)
(650) 624-3000
(Registrant’s telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 27, 2006 Cytokinetics, Incorporated (the “Company”) and Glaxo Group Limited (“GSK”), a
GlaxoSmithKline company, executed an amendment to their Collaboration and License Agreement dated
June 20, 2001 (the “Collaboration Agreement”). The amendment is effective as of November 27, 2006.
Pursuant to the Collaboration Agreement, the Company formed a strategic alliance with GSK to
discover, develop and commercialize novel small molecule drugs targeting mitotic kinesins for
potential applications in the treatment of cancer and other diseases. In September 2005, the
Company and GSK amended the Collaboration Agreement to provide the Company with additional rights
to lead and fund development activities in certain hematologic cancers for SB-743921, a drug
candidate that has entered clinical trials under the strategic alliance. In June 2006, the Company
and GSK amended the Collaboration Agreement to provide for a one year research term extension to
provide for continued activities under a joint research program focused towards the mitotic kinesin
centromere-associated protein E (“CENP-E”). A further description of the material terms of the
Collaboration Agreement is set forth in our Annual Report on Form 10-K for the year ended December
31, 2005, as filed with the Securities and Exchange Commission on March 10, 2006.
Under the terms of the November 2006 amendment, which supersedes the September 2005 amendment, the
Company, at its expense, will assume responsibility for all continued research, development and
commercialization of inhibitors of kinesin spindle protein, including ispinesib (SB-715992) and
SB-743921, and other mitotic kinesins, except for CENP-E which remains the subject of collaborative
research efforts under the Collaboration Agreement as described above. The Company’s development
of ispinesib and SB-743921 is subject to GSK’s option to resume responsibility for the development
and commercialization of either or both drug candidates during a defined period. If GSK exercises
its option for ispinesib and/or SB-743921, it will pay the Company an option fee equal to the
development costs the Company independently incurs for that drug candidate, plus a premium, as well
as certain other specified costs, subject to an agreed limit for such costs and premium. Upon GSK
exercising its option for a drug candidate, Cytokinetics may receive additional
pre-commercialization milestone payments with respect to such drug candidate and increased
royalties on net sales of any resulting products, in each case, beyond those contemplated under the
original agreement. If GSK does not exercise its option for a drug candidate, the Company will be
obligated to pay royalties to GSK on the sales of any resulting products.
A copy of the November 2006 amendment is being filed with this Current Report on Form 8-K (“Current
Report”) as Exhibit 10.67, and is hereby incorporated by reference into this Item 1.01.
ITEM 8.01 OTHER EVENTS
On November 27, 2006 the Company issued a press release announcing execution of the November 2006
amendment to the Collaboration Agreement and providing updated information regarding a Phase II
clinical trial conducted by GSK evaluating ispinesib in patients with breast cancer. This press
release and the amendment to the Collaboration Agreement are being filed with this Current Report
as Exhibits 10.67 and 99.1, respectively, and are hereby incorporated by reference into this Item
8.01.
The Company is holding a conference call and webcast, in connection with the foregoing. The press
release filed as Exhibit 99.1 contains information regarding access to the conference call and
webcast, which is scheduled to take place at 4:30 PM (Eastern Time) on November 27, 2006.
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