Unassociated Document
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): October 29, 2010
NEKTAR
THERAPEUTICS
(Exact
Name of Registrant as Specified in Charter)
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Delaware
(State or Other
Jurisdiction of
Incorporation)
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0-24006
(Commission
File
Number)
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94-3134940
(IRS
Employer
Identification
No.)
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201
Industrial Road
San
Carlos, California 94070
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (650) 631-3100
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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¨
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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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Item
1.01. Entry into a Material Definitive
Agreement
On
October 29, 2010 (“Effective Date”), Nektar Therapeutics, a Delaware corporation
(“Nektar”), entered into a Supply, Dedicated Suite and Manufacturing Guarantee
Agreement (the “Agreement”) with Amgen Inc. and Amgen Manufacturing, Limited
(collectively “Amgen”). Under the terms of the Agreement, Nektar will
guarantee the manufacture and supply of its proprietary PEGylation materials
(the “Polymer Materials”) to Amgen or its designees in an existing manufacturing
suite to be used exclusively for the manufacture of Polymer Materials for Amgen
(the “Manufacturing Suite”) in Nektar’s manufacturing facility in Huntsville,
Alabama (the “Facility”). This supply arrangement is on a
non-exclusive basis (other than the use of the Manufacturing Suite and certain
equipment) whereby Nektar is free to manufacture and supply the Polymer
Materials to any other third party and Amgen is free to procure the Polymer
Materials from any other third party. Under the terms of the
Agreement, Nektar will receive (i) a $50 million payment payable within thirty
(30) days after the Effective Date in return for Nektar guaranteeing its supply
of certain quantities of Polymer Materials to Amgen including without limitation
the Additional Rights described below and (ii) manufacturing fees that are
calculated based on fixed and variable components applicable to the Polymer
Materials ordered by Amgen and delivered by Nektar. Amgen has no
minimum purchase commitments. If quantities of the Polymer Materials
ordered by Amgen exceed specified quantities (with each specified quantity
representing a small portion of the quantity that Nektar historically supplied
to Amgen), significant additional payments become payable to Nektar in return
for Nektar guaranteeing its supply of additional quantities of the Polymer
Materials.
The term
of the Agreement runs through the tenth anniversary of the Effective
Date. In the event of Nektar becoming subject to a bankruptcy or
insolvency proceeding, Nektar ceasing to own or control the Facility, Nektar’s
failure to manufacture and supply or certain other events, Amgen or its
designated third party will have the right to elect, among certain other
options, to take title to the dedicated equipment and access the Facility to
operate the Manufacturing Suite solely for the purpose of manufacturing the
Polymer Materials (the “Additional Rights”). Amgen may terminate the
Agreement for convenience or due to an uncured material default by
Nektar. Either party may terminate the Agreement in the event of
insolvency or bankruptcy of the other party. The Agreement contains
various representations, warranties, covenants and other provisions customary
for transactions of this nature.
The
foregoing summary is qualified in its entirety by reference to the Agreement,
which will be filed as an exhibit to Nektar’s Annual Report on Form 10-K
for the year ending December 31, 2010.
SIGNATURES
Pursuant
to the requirement 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.
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By:
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/s/ Gil M. Labrucherie
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Gil
M. Labrucherie
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General
Counsel and Secretary
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Date: November
2, 2010
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