UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________
FORM
8-K/A
__________________
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
8, 2009
Lexicon
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-30111
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76-0474169
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|
(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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8800
Technology Forest Place
The
Woodlands, Texas 77381
(Address
of principal executive
offices
and Zip Code)
(281)
863-3000
(Registrant’s
telephone number,
including
area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
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□
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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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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□
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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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This
Current Report on Form 8-K/A amends and restates the Current Report on Form 8-K
filed by Lexicon Pharmaceuticals, Inc. with the Securities and Exchange
Commission and dated June 8, 2009, for the purpose of correcting the
inadvertent failure to include Exhibit 10.1 thereto.
Item
1.01 Entry
into a Material Definitive Agreement
On June
8, 2009, we entered into an amendment to our Second Amended and Restated
Collaboration and License Agreement dated as of November 30, 2005 with
Genentech, Inc. In the amendment, Genentech agreed to waive its
option on the potential development and commercialization of our LG842 and LG843
biotherapeutics programs, along with certain associated diligence requirements,
in exchange for our agreement to waive our right to select up to four additional
targets from the alliance for our own internal biotherapeutics drug discovery
and to receive the initial milestone payment (at the filing of an
investigational new drug application) for up to two Genentech products resulting
from the alliance.
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Item
9.01
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Financial Statements and
Exhibits
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(d) Exhibits
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Exhibit No.
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Description
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10.1
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—
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Amendment,
dated June 8, 2009, to Second Amended and Restated Collaboration and
License Agreement, dated November 30, 2005, with Genentech,
Inc.
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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 thereunto
duly authorized.
Lexicon Pharmaceuticals,
Inc.
| Company Name | |||
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Date:
September 2, 2009
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By:
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/s/ Jeffrey L. Wade | |
| Jeffrey L. Wade | |||
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Executive
Vice President and
General
Counsel
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Index
to Exhibits
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Exhibit No.
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Description
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10.1
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—
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Amendment,
dated June 8, 2009, to Second Amended and Restated Collaboration and
License Agreement, dated November 30, 2005, with Genentech,
Inc.
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Exhibit
10.1
June 1,
2009
Lexicon
Pharmaceuticals, Inc.
8800
Technology Forest Place
The
Woodlands, Texas 77381-1160
Attention: Arthur
Sands, President & CEO
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Re:
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Second
Amended and Restated Collaboration and License
Agreement
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Dear Dr.
Sands:
This
letter agreement (“Letter Agreement”) relates to the Second Amended and Restated
Collaboration and License Agreement between Genentech, Inc. and Lexicon
Pharmaceuticals, Inc. effective as of November 30, 2005
(“Agreement”). All capitalized terms not otherwise defined herein
shall have the meanings defined in the Agreement.
For good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Genentech and Lexicon hereby agree, as of the date of this Letter
Agreement above (“Letter Agreement Date”), as follows:
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1.
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Waiver of Genentech Opt-In
Rights to UNQ171 Products and UNQ153 Products. Genentech
hereby waives its rights to exercise either an IND Opt-In pursuant to
Section 4.6(a) or a Phase II Opt-In pursuant to Section 4.6(b) with
respect those Lexicon Advanced Research Products that are UNQ171 Products
or UNQ153 Products and, in each case, do not contain as an active
pharmaceutical ingredient a Protein other than the Protein produced by
UNQ171 or UNQ153 (collectively, “UNQ171/UNQ153
Products”). Accordingly, the period during which Genentech may
otherwise have had the right to exercise an IND Opt-In or Phase II Opt-In
with respect to any UNQ171/UNQ153 Product shall be deemed to have expired
on the Letter Agreement Date. In addition, Genentech hereby
waives its rights under Section 4.15(b) and Section 4.15(c) of the
Agreement with respect to UNQ171/UNQ153 Products. For clarity,
Section 4.15(a) shall continue to apply to UNQ171/UNQ153
Products.
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2.
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Waiver of Certain Diligence
Requirements Applicable to UNQ171 Products and UNQ153
Products. In addition, Genentech hereby waives its
rights under Section 4.5(a) and Section 4.5(b) of the Agreement with
respect to UNQ171/UNQ153 Products; provided that Lexicon
(together with any Lexicon (sub)licensee(s)) shall use Commercially
Reasonable Efforts to develop at least one Lexicon Advanced Research
Product that is a UNQ171/UNQ153 Product. For clarity, the
Parties acknowledge that, in light of the preceding paragraph of this
Letter Agreement, Section 4(c) of the Agreement does not apply to
UNQ171/UNQ153 Products.
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3.
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Waiver of Lexicon Rights with
Respect to Selection of Draft Candidates. Lexicon hereby
waives its rights under Section 3.7(c) of the Agreement, with the result
that the Proteins produced by all Draft Candidates are hereby designated
as Genentech Advanced Research Protein
Candidates.
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4.
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Waiver of Lexicon Rights to
Payment of Certain IND Filing Milestones. Lexicon hereby
waives its rights to receive, and Genentech shall not be required to pay,
the milestone payment that would otherwise be due under Section
8.10(a)(i), 8.11(a)(i), 8.12(a)(i) or 8.13(a)(i), as applicable, with
respect to the first two (2) Genentech Licensed Products for which an IND
is filed.
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5.
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Agreement of Lexicon to Provide
Overexpression Materials. Lexicon hereby agrees to
provide Genentech with purified virus for each Overexpression Mouse
produced by Lexicon under Section 3.8 of the Agreement. Such
purified virus shall be provided to Genentech within sixty (60 days) of
the Letter Agreement Date at Lexicon’s sole
expense.
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6.
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Execution of Material Transfer
Agreement with UC Davis. The Parties shall execute or have
executed, on the Letter Agreement Date, a Material Transfer Agreement
(“MTA”) pursuant to which Lexicon agrees to transfer certain mice and
frozen biological material to the University of California, Davis for the
purposes of propagation and distribution to parties specified in the
MTA.
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Genentech
hereby acknowledges and agrees that Lexicon timely completed Advanced Phenotypic
Analysis on the requisite percentages of Project Genes specified in Section 11.2
of the Agreement, and that Genentech has no right to terminate the Agreement
thereunder.
Except as
expressly modified by this Letter Agreement, all of the terms and conditions of
the Agreement shall remain in full force and effect (including those rights and
obligations related to UNQ171 Products and UNQ153 Products not expressly
modified by this Letter Agreement) and continues to constitutes the entire
understanding of the Parties with respect to the subject matter
thereof.
If you
are in agreement with the foregoing, please have an authorized representative
sign both originals of this Letter Agreement in the space provided below, and
return one signed original to Genentech. Thank you.
| Sincerely, | |||
| for Genentech, Inc. | |||
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By:
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/s/ Roy Hardiman | |
| Name: | Roy Hardiman | ||
| Title: | VP, Alliance Management | ||
| Agreed to by: | ||
| Lexicon Pharmaceuticals, Inc. | ||
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By:
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/s/ Arthur T. Sands | |
| Name: | Arthur T. Sands, M.D., Ph.D. | |
| Title: | President and CEO | |
| Date: | June 8, 2009 | |