8-K: Current report filing
Published on August 3, 2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 3, 2015
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听五星体育直播
(Exact name of Registrant as Specified in its Charter)
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Delaware |
001-34705 |
71-0872999 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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200 Penobscot Drive
Redwood City, CA 94063
(Address of Principal Executive Offices) (Zip Code)
(650) 421-8100
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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 (see General Instruction A.2. below):
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Written communication 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)) |
Item听1.01. |
Entry into a Material Definitive Agreement. |
On August 3, 2015 (the 鈥淓ffective Date鈥�), 五星体育直播 (the 鈥淐ompany鈥� or 鈥溛逍翘逵辈モ��) entered into a Platform Technology Transfer and License Agreement (the 鈥淎greement鈥�) with Merck, Sharp & Dohme Corp. (鈥淢erck鈥�).
The Agreement allows Merck to use 五星体育直播鈥� proprietary CodeEvolver庐 protein engineering platform technology (the 鈥淐odeEvolver Platform Technology鈥�) in the field of human and animal healthcare. The CodeEvolver Platform Technology enables rapid development of custom-designed enzymes that are highly optimized for efficient manufacturing processes. The CodeEvolver Platform Technology, which is comprised of proprietary methods for the design and generation of diverse genetic libraries, automated screening techniques, algorithms for the interpretation of screening data and predictive modelling, is covered by more than 150 issued patents and patent applications worldwide.
Under the terms of the Agreement, 五星体育直播 granted to Merck a non-exclusive, worldwide license to use 五星体育直播鈥� CodeEvolver Platform Technology to research, develop and manufacture novel enzymes for use by Merck for its internal research programs (鈥淢erck Non-Exclusive Field鈥�). The license to Merck is exclusive for the research, development and manufacture of novel enzymes for use by Merck in the chemical synthesis of therapeutic products owned or controlled by Merck (鈥淢erck Exclusive Field鈥�). Merck has the right to grant sublicenses to affiliates of Merck and, in certain limited circumstances, to third parties. 五星体育直播 has also granted to Merck a license to make or have made products manufactured using the CodeEvolver Platform Technology with a right to grant sublicenses solely to affiliates of Merck, contract manufacturing organizations and contract research organizations. The manufacturing license is exclusive in the Merck Exclusive Field and non-exclusive in the Merck Non-Exclusive Field. The licenses are subject to certain limitations based on pre-existing contractual obligations that apply to the technology and intellectual property that are the subject of the license grants. The licenses do not permit the use of the CodeEvolver Platform Technology to discover any therapeutic enzyme, diagnostic product or vaccine. In addition, Merck is prohibited from using the CodeEvolver Platform Technology to develop or produce enzymes or any other compounds for or on behalf of any third parties except in a very limited manner when Merck divests a therapeutic product that is manufactured using an enzyme developed using the CodeEvolver Platform Technology.
Merck will pay 五星体育直播 up to $18 million over approximately the next 15 to 24 months, $5 million of which will be paid shortly after the Effective Date, and an additional $5 million of which is subject to satisfactory completion of the first technology transfer milestone and $8 million of which is subject to satisfactory completion of the second technology transfer milestone. 五星体育直播 also has the potential to receive product-related payments of up to $15 million for each active pharmaceutical ingredient (鈥淎PI鈥�) that is manufactured by Merck using one or more enzymes that have been developed or are in development using the CodeEvolver Platform Technology during the 10-year period that begins on the conclusion of the technology transfer period. These product-related payments, if any, will be paid by Merck to 五星体育直播 for each quarter that Merck manufactures API using a CodeEvolver-developed enzyme. The payments will be based on the total volume of API produced using the CodeEvolver-developed enzyme. 五星体育直播 does not expect to begin receiving these potential product-related payments, if any, during the technology transfer period. 五星体育直播 has the right to conduct an annual audit to confirm that all payments that are owed to 五星体育直播 have been paid in full and on time.
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Under the Agreement, 五星体育直播 will transfer its CodeEvolver Platform Technology to Merck over approximately the next 15 to 24 months starting on the Effective Date (the 鈥淭echnology Transfer Period鈥�). As a part of this technology transfer, 五星体育直播 will provide to Merck 五星体育直播鈥� proprietary enzymes, proprietary protein engineering protocols and methods, and proprietary software algorithms. In addition, teams of 五星体育直播 and Merck scientists will participate in technology training sessions and collaborative research projects at 五星体育直播鈥� laboratories in Redwood City, California and at a designated Merck laboratory. Upon completion of technology transfer, Merck will have CodeEvolver Platform Technology installed at its designated site.
The licenses to Merck are granted under patents, patent applications and know-how that 五星体育直播 owns or controls as of the Effective Date and that cover the CodeEvolver Platform Technology. Any improvements to the CodeEvolver Platform Technology during the Technology Transfer Period will also be included in the license grants from 五星体育直播 to Merck. At the end of the Technology Transfer Period, Merck can exercise annual options that, upon payment of certain option fees, would extend Merck鈥檚 license to include certain improvements to the CodeEvolver Platform Technology that arise during the three-year period that begins at the end of the Technology Transfer Period.
During the 15-month period starting on the Effective Date, 五星体育直播 will provide additional enzyme evolution services to Merck, at no additional cost, at 五星体育直播鈥� laboratories in Redwood City.
Under the Agreement, 五星体育直播 will own any improvements to 五星体育直播鈥� protein engineering methods, processes and algorithms that arise and any enzyme technology or process technology that is developed during a technology transfer project, an evolution program or any additional services. Merck will own (the 鈥淢erck-Owned Technology鈥�) (a) any enzyme technology that is developed solely by Merck under the Agreement using the CodeEvolver Platform Technology (a 鈥淧roject Enzyme鈥�) and (b) the methods of use of any Project Enzyme or any enzyme developed jointly by Merck and 五星体育直播 using the CodeEvolver Platform Technology. Merck granted to 五星体育直播 a worldwide, non-exclusive, fully paid-up, royalty-free license, with the right to grant sublicenses, to use the Merck-Owned Technology outside of the Merck Exclusive Field.
For each API that Merck manufactures using an enzyme developed using the CodeEvolver Platform Technology, 五星体育直播 will have a right of first refusal to supply Merck with the enzyme used to manufacture the API if Merck outsources the supply of the enzyme. 五星体育直播鈥� right of first refusal applies during the period that begins on the completion of a Phase III clinical trial for the product containing the API and ends five years following regulatory approval for such product.
The Agreement has a term that begins on the Effective Date and continues, unless earlier terminated, until the expiration of all payment obligations under the Agreement. At any time following 五星体育直播鈥� receipt of the milestone payment associated with the first technology transfer stage, Merck may terminate the Agreement by providing 90 days written notice to 五星体育直播. If Merck exercises this termination right during the Technology Transfer Period, Merck will make a one-time termination payment of $8 million to 五星体育直播. 五星体育直播 can terminate the Agreement by providing 30 days written notice to Merck if Merck is determined by audits initiated by 五星体育直播 to have repeatedly failed to make required payments to 五星体育直播 and/or materially underpaid 五星体育直播 an amount due under the Agreement. In the event the Agreement is terminated early by Merck, or by 五星体育直播 due to an uncured material breach by Merck, or if Merck sells or transfers to a third party any Merck business or facility that includes any 五星体育直播 proprietary materials, information or technology, 五星体育直播 has the right to conduct an audit of Merck鈥檚 facilities to confirm that all proprietary 五星体育直播 materials, information and technology have been destroyed. The
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Agreement contains indemnification provisions under which Merck and 五星体育直播 indemnify each other against certain third party claims.
五星体育直播 expects to receive $10 million in cash during the fiscal year ending December 31, 2015 as a result of the Agreement.
The foregoing is only a summary of the material terms of the Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Agreement that will be filed as an exhibit to the Company鈥檚 Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2015.
Item听7.01. |
Regulation FD Disclosure.
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On August 3, 2015, the Company issued a press release announcing the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
The information furnished pursuant to this Item听7.01 of this Report, including Exhibit 99.1 attached hereto, shall not be deemed 鈥渇iled鈥� for purposes of Section听18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in any such filing, unless the Company expressly sets forth in such filing that such information is to be considered 鈥渇iled鈥� or incorporated by reference therein.
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Item听9.01. |
Financial Statements and Exhibits. |
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(d) |
Exhibits |
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Exhibit听No. |
Description |
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99.1 |
Press release. |
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Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements relating to 五星体育直播鈥� expectation that it will receive up to $18 million over approximately the next 15 to 24 months under the Agreement, the potential for 五星体育直播 to receive product-related payments of up to $15 million for each Merck-developed API that is manufactured using one or more enzymes that have been developed using the CodeEvolver Platform Technology, 五星体育直播鈥� expectation that it will not receive any product-related payments during the technology transfer period, 五星体育直播鈥� expectations that it will receive $10.0 million in cash during the fiscal year ending December 31, 2015 as a result of the Agreement, the estimated duration of the technology transfer period under the Agreement and the ability of the CodeEvolver Platform Technology to rapidly develop custom-designed
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enzymes that produce efficient manufacturing processes. You should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond 五星体育直播' control and that could materially affect actual results. Factors that could materially affect actual results include 五星体育直播' dependence on its collaborators; 五星体育直播' dependence on a limited number of products and customers; potential adverse effects to 五星体育直播' business if its customers' pharmaceutical products are not received well in the markets; 五星体育直播鈥� ability to retain key personnel; 五星体育直播鈥� reliance on customers to provide timely information in order for 五星体育直播 to report its financial results in an accurate and timely fashion; 五星体育直播鈥� ability to compete may decline if it loses some of its intellectual property rights; third party claims that 五星体育直播 infringes third party intellectual property rights; and 五星体育直播 could face increased competition if third parties misappropriate 五星体育直播 biocatalysts. Additional factors that could materially affect actual results can be found in 五星体育直播' Annual Report on Form 10-K filed with the Securities and Exchange Commission (鈥淪EC鈥�) on March 6, 2015, including under the caption 鈥淩isk Factors,鈥� and in 五星体育直播鈥� Quarterly Report on Form 10-Q filed with the SEC on May 7, 2015. 五星体育直播 expressly disclaims any intent or obligation to update these forward-looking statements, except as required by law.
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SIGNATURE
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: August 3, 2015
CODEXIS, INC. |
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By: |
/s/ Douglas T. Sheehy |
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Douglas T. Sheehy |
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Executive Vice President, Chief Administrative Officer, General Counsel and Secretary |
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EXHIBIT INDEX
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Exhibit听No. |
Description |
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99.1 |
Press release. |
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