- Current report filing (8-K)
April 06 2011 - 4:30PM
Edgar (US Regulatory)
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): March 31, 2011
SUNESIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51531
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94-3295878
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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395 Oyster Point Boulevard, Suite 400
South San Francisco, California
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94080
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (650) 266-3500
Not Applicable
(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))
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Item 1.01. Entry into a Material Definitive Agreement.
Effective March 31, 2011, as part of a series of agreements amongst us, Biogen Idec MA Inc. (Biogen Idec), and Millennium
Pharmaceuticals, Inc. (Millennium), we contemporaneously entered into (a) an amended and restated collaboration agreement with Biogen Idec (Restated Biogen Idec Agreement), which amended and restated in its entirety the
August 2004 collaboration agreement, as amended (the Original Biogen Idec Agreement), to provide for the discovery, development and commercialization of small molecule inhibitors of a unique preclinical kinase inhibitor program involved
in immunology; (b) a license agreement with Millennium (the Millennium Agreement) pursuant to which we granted exclusive licenses to products against two oncology targets under the Original Biogen Idec Agreement, consisting of Raf
kinase and one other identified target, under substantially the same terms as under the Original Biogen Idec Agreement; and (c) a termination and transition agreement amongst us, Biogen Idec and Millennium (the Termination and Transition
Agreement) which provided, amongst other matters, for a $4.0 million upfront payment for the Millennium Agreement and termination of the Original Biogen Idec Agreement.
The Termination and Transition Agreement, a three-party agreement, provided for: (a) termination of Biogen Idecs exclusive rights under the Original Biogen Idec Agreement to all discovery
programs under such agreement other than a preclinical kinase inhibitor program involved in immunology, (b) the permitted assignment to transfer to Millennium all Biogen Idec and our collaboration assets and rights to Raf kinase and one
additional undisclosed kinase inhibitor program in oncology, and (c) the payment of $4.0 million upfront from Millennium to us as consideration for the Millennium Agreement and affirmation of the transfer of rights under the Original Biogen
Idec Agreement from Biogen Idec to Millennium.
Under the Restated Biogen Idec Agreement, we no longer have research
obligations, but licenses granted to Biogen Idec with respect to the research collaboration under the Original Biogen Idec Agreement (other than the licenses transferred to Millennium under the Millennium Agreement) remain in effect. We may in the
future receive pre-commercialization milestone payments totaling up to approximately $60.0 million based upon the development of the first two indications for licensed products against the immunology target with respect to which Biogen Idec retains
exclusive rights under the Restated Biogen Idec Agreement. We are also eligible to receive royalty payments depending on product sales, which payments may be increased if we exercise our option to co-fund product candidates worldwide, subject to
reduction if Biogen Idec is required to in-license third party intellectual property related to certain technology jointly developed under the collaboration agreement in order to commercialize a licensed product.
The Restated Biogen Idec Agreement provides for termination by Biogen Idec for convenience by Biogen Idec upon 90 day prior written
notice. In addition, either party may terminate the agreement upon the bankruptcy or material breach by the other party, which breach remains uncured or bankruptcy remains in effect beyond a specified period following the breach or bankruptcy, as
the case may be.
Under the Millennium Agreement, we exclusively licensed to Millennium products against the Raf kinase target
and one other identified target, under substantially the same terms as under the Original Biogen Idec Agreement. We may in the future receive pre-commercialization milestone payments totaling up to approximately $60.0 million based upon the
development of the first two indications for each of the licensed products directed against the two exclusively licensed targets. We are also eligible to receive royalty payments depending on product sales, which payments may be increased if we
exercise our option to co-fund product candidates worldwide, subject to reduction if Millennium is required to in-license third party intellectual property related to certain technology jointly developed under the collaboration agreement in order to
commercialize a licensed product.
The Millennium Agreement provides for termination by Millennium for convenience by
Millennium upon 90 day prior written notice. In addition, either party may terminate the agreement upon the bankruptcy or material breach by the other party, which breach remains uncured or bankruptcy remains in effect beyond a specified period
following the breach or bankruptcy, as the case may be.
The foregoing description of the Restated Biogen Idec Agreement,
Millennium Agreement and Termination and Transition Agreement is not complete and is qualified in its entirety by reference to the full text of such agreements, which will be filed with our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2011.
Item 8.01. Other Events.
On April 5, 2011, we and Millennium issued a press release announcing the entry into the agreements described in Item 1.01 of
this Current Report on Form 8-K. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
Number
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Description
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99.1
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Press Release, dated April 5, 2011, entitled Millennium Pharmaceuticals and Sunesis Pharmaceuticals Announce Collaboration for Kinase Inhibitors in
Oncology.
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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.
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SUNESIS PHARMACEUTICALS, INC.
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Dated: April 6, 2011
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By:
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/s/ Eric H. Bjerkholt
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Eric H. Bjerkholt
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Senior Vice President, Corporate Development and
Finance, Chief Financial Officer and Corporate Secretary
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EXHIBIT INDEX
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Exhibit
Number
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Description
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99.1
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Press Release, dated April 5, 2011, entitled Millennium Pharmaceuticals and Sunesis Pharmaceuticals Announce Collaboration for Kinase Inhibitors in
Oncology.
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