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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): December 13, 2005
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 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
280 East Grand Avenue
South San Francisco, California 94080
(Address of principal executive offices, including zip code)
650-624-3000
(Registrants 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 (see General Instruction
A.2. below):
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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)) |
Item 8.01. OTHER EVENTS.
On December 13, 2005, Cytokinetics, Incorporated (the Company) issued a press release related to
the announcement of the selection of a third development candidate, GSK-923295, under our strategic alliance with GlaxoSmithKline. A copy
of this press release is being filed with this Current Report on Form 8-K, is attached hereto as
Exhibit 99.1, and is hereby incorporated by reference into this Item 8.01.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following Exhibit is filed as part of this Current Report on Form 8-K:
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Exhibit No. |
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Description |
99.1
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Press release dated December 13, 2005, announcing selection of
third development candidate under strategic alliance with
GlaxoSmithKline. |
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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CYTOKINETICS, INCORPORATED
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By: |
/s/ James H. Sabry
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James H. Sabry |
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President and Chief Executive Officer |
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Date: December 14, 2005
EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1
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Press release dated December 13, 2005, announcing selection of
third development candidate under strategic alliance with
GlaxoSmithKline. |
exv99w1
Exhibit 99.1
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Contacts: |
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Cytokinetics, Incorporated
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Burns McClellan, Inc. |
Robert I. Blum
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Clay Kramer (investors) |
EVP, Corporate Development and Commercial Operations & CBO
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Justin Jackson (media) |
(650) 624-3000
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(212) 213-0006 |
CYTOKINETICS ANNOUNCES SELECTION OF DEVELOPMENT CANDIDATE
DIRECTED TO SECOND MITOTIC KINESIN TARGET
Third Development Candidate under Collaboration with GlaxoSmithKline
Expands Portfolio of Mitotic Kinesin Inhibitors and Triggers Milestone Payment
South San Francisco, CA, December 13, 2005 Cytokinetics, Incorporated (Nasdaq: CYTK) announced
today that GlaxoSmithKline (GSK) has selected a novel small molecule development candidate,
GSK-923295, directed against a second mitotic kinesin target, centromere-associated protein E
(CENP-E), under the broad strategic alliance between the companies. The compound is the third
development candidate to emerge from the strategic alliance, which is focused on novel small
molecule therapeutics targeting human mitotic kinesins for applications in the treatment of cancer
and other diseases.
The selection of the development candidate triggers a milestone payment of $500,000 from GSK to
Cytokinetics under the terms of the companies collaboration established in June 2001.
Cytokinetics previously received a milestone payment from GSK triggered by the advancement of the
previously undisclosed target of this compound under collaborative research in 2004. CENP-E is
directly involved in coupling the mechanics of mitosis with the mitotic checkpoint signaling
machinery, regulating cell-cycle transition from metaphase to anaphase. CENP-E is also essential
for prometaphase chromosome movements that contribute to metaphase chromosome alignment. These
processes are essential to cell proliferation.
GSK-923295 exhibits properties in in vitro and in vivo preclinical studies that distinguish it from
the two previously selected development candidates, which are directed to a distinct mitotic
kinesin target, kinesin spindle protein (KSP), and are currently in clinical development. The most
advanced KSP inhibitor, ispinesib (SB-715992), is the subject of a broad clinical trials
development program being conducted by GSK and the National Cancer Institute comprising nine Phase
II and five Phase I/Ib clinical trials. The second structurally distinct KSP inhibitor, SB-743921,
is being evaluated in an ongoing Phase I clinical trial being conducted by GSK. Cytokinetics is
responsible for leading and funding development activities to explore the potential application of
SB-743921 for the treatment of non-Hodgkins lymphoma, Hodgkins lymphoma and multiple myeloma,
subject to the option for GSK to resume responsibility for development and commercialization
activities for SB-743921 for these indications during a defined period. Cytokinetics plans to
initiate a Phase I/II clinical trial in non-Hodgkins lymphoma in 2005. These development
activities for SB-743921 will be conducted in parallel with GSKs conduct of development activities
for SB-743921 in other indications and for ispinesib.
When establishing the alliance, the companies anticipated that multiple anti-mitotic drug
candidates might arise from this fertile area for collaborative research, stated David J. Morgans,
Jr., Ph.D., Cytokinetics Senior Vice President, Drug Discovery and Development. Addition of this
development compound to our portfolio is evidence of the productivity under our collaboration with
GSK and affords us the opportunity to more broadly test the hypothesis that mitotic kinesin
inhibitors may be promising products in oncology and other therapeutic areas.
Background on Cytokinetics and GlaxoSmithKline Strategic Alliance
In June 2001, Cytokinetics and GSK announced that the two companies had entered into a broad
strategic collaboration to discover, develop and commercialize novel small molecule therapeutics
targeting mitotic
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Cytokinetics Development Candidate Directed to Second Mitotic Kinesin Target Announcement
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kinesins for applications in the treatment of cancer and other diseases. Under the original terms
of the agreement, GSK committed funding of approximately $50 million over the minimum 5-year
research term, including a $14 million upfront cash payment and a $14 million purchase of
Cytokinetics preferred stock. In addition, GSK could make milestone payments to Cytokinetics of up
to an aggregate of $30-50 million per target for products directed to each mitotic kinesin target.
GSK is responsible for worldwide development and commercialization of products arising from the
collaboration. Cytokinetics will receive royalties from the sale of any resulting products. In
addition, Cytokinetics retains a product-by-product option to co-fund certain development
activities, thereby increasing its royalty and affording co-promotion rights in North America.
During the collaboration, targets may revert to Cytokinetics for independent research and
development, with GSK retaining an option to resume joint activities. In September 2005,
Cytokinetics and GSK announced an amendment to their original agreement to support further
expansion of the development activities for SB-743921. Based on Cytokinetics expanded role under
the amendment in the development of SB-743921, Cytokinetics may receive additional
pre-commercialization payments from GSK based on the achievement of certain milestones for
SB-743921 for the additional indications described above and increased royalties from GSK on net
sales of products containing SB-743921 under certain scenarios.
Background on Mitotic Kinesin Inhibitors
Since their introduction over 40 years ago, anti-mitotic drugs (taxanes and vinca alkaloids) have
advanced the treatment of cancer and are commonly used for the treatment of several tumor types.
However, these drugs have demonstrated limited treatment benefit against certain cancers. In
addition, these drugs target tubulin, a cytoskeletal protein involved not only in mitosis and cell
proliferation, but also in other important cellular functions. Inhibition of these other cellular
functions produces dose-limiting toxicities such as peripheral neuropathy, an impairment of the
peripheral nervous system. Neuropathies result when these drugs interfere with the dynamics of
microtubule filaments that are responsible for the long-distance transport of important cellular
components within nerve cells.
Mitotic kinesins are essential to mitosis, and, unlike tubulin, appear to have no role in unrelated
cellular functions. We believe that drugs that inhibit KSP and CENP-E and other mitotic kinesins
may represent the next generation of anti-mitotic cancer drugs by arresting mitosis and cell
proliferation without impacting unrelated, normal cellular functions, avoiding many of the
toxicities commonly experienced by patients treated with existing anti-mitotic drugs.
About Cytokinetics
Cytokinetics is a leading biopharmaceutical company focused on the discovery, development and
commercialization of novel small molecule drugs that specifically target the cytoskeleton. The
cytoskeleton is a complex biological infrastructure that plays a fundamental role within every
human cell. Cytokinetics focus on the cytoskeleton enables it to develop novel and potentially
safer and more effective classes of drugs directed at treatments for cancer, cardiovascular disease
and other diseases. Cytokinetics has developed a cell biology driven approach and proprietary
technologies to evaluate the function of many interacting proteins in the complex environment of
the intact human cell. Cytokinetics employs the PUMA system and Cytometrix technologies to
enable early identification and automated prioritization of compounds that are highly selective for
their intended protein targets without other cellular effects, and may therefore be less likely to
give rise to clinical side effects. Cytokinetics and GlaxoSmithKline have entered into a strategic
alliance to discover, develop and commercialize small molecule therapeutics targeting human mitotic
kinesins for applications in the treatment of cancer and other diseases. GlaxoSmithKline is
conducting Phase II and Phase Ib clinical trials for ispinesib (SB-715992) and a Phase I clinical
trial for SB-743921, each a drug candidate that has emerged from the strategic alliance.
Cytokinetics heart failure program is the second program to leverage the companys expertise in
cytoskeletal pharmacology. Cytokinetics recently initiated a Phase I clinical trial with
CK-1827452, a novel small molecule cardiac myosin activator, for the treatment of heart failure.
Additional information about Cytokinetics can be obtained at www.cytokinetics.com.
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Cytokinetics Development Candidate Directed to Second Mitotic Kinesin Target Announcement
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This press release contains forward-looking statements for purposes of the Private Securities
Litigation Reform Act of 1995 (the Act). Cytokinetics disclaims any intent or obligation to
update these forward-looking statements, and claims the protection of the Safe Harbor for
forward-looking statements contained in the Act. Examples of such statements include, but are not
limited to, statements regarding the scope of and timing of clinical trials of SB-743921,
statements regarding potential milestone payments under our strategic alliance with GSK, and
statements regarding the potential benefits of our drug candidates and potential drug candidates
and the enabling capabilities of our proprietary technologies and biological focus. Such
statements are based on managements current expectations, but actual results may differ materially
due to various factors. Such statements involve risks and uncertainties, including, but not
limited to, those risks and uncertainties relating to difficulties or delays in development,
testing, regulatory approval, production and marketing of Cytokinetics drug candidates and
potential drug candidates that could slow or prevent clinical development or product approval
(including the risks relating to uncertainty of patent protection for Cytokinetics intellectual
property or trade secrets, Cytokinetics ability to obtain additional financing if necessary and
unanticipated research and development and other costs). For further information regarding these
and other risks related to Cytokinetics business, investors should consult Cytokinetics filings
with the Securities and Exchange Commission.
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