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Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, Cytokinetics, Incorporated (“Cytokinetics”) and Astellas Pharma Inc. (“Astellas”) agreed to extend the research term under their License and Collaboration Agreement for Other Skeletal Sarcomere Activators, dated April 23, 2020, by and between Cytokinetics and Astellas, as amended (the “Agreement”). The research term, which was originally scheduled to expire on December 31, 2020, was extended through and set to expire on March 31, 2021. On April 27, 2021, Cytokinetics received written notice of termination from Astellas of the Agreement, which is effective as of November 1, 2021.
Under the terms of the Agreement, Astellas received exclusive rights to co-develop and commercialize skeletal sarcomere activators (other than fast skeletal regulatory activator (“FSRA”) compounds and products) in all indications, subject to certain development and commercialization rights of Cytokinetics; Cytokinetics had the right to co-promote and conduct certain commercial activities in the U.S., Canada and/or Europe under agreed scenarios. If development candidates were identified and advance in clinical research, the Agreement contained provisions related to shared development roles between Cytokinetics and Astellas, and opportunities for Cytokinetics to co-invest and/or co-promote under certain conditions. In the case of molecules taken forward solely by Astellas, Cytokinetics would have received development and regulatory milestones of $25 to $35 million per product, up to $250 million for all products, except under certain scenarios, commercial milestones of up to $200 million, and royalties that ranged from a mid-single digit level to low double-digits. In the event of co-investment by Cytokinetics and approvals in certain indications, Cytokinetics would have received royalties ranging from mid-to-high double digits (not to exceed an incremental rate in the mid-twenties).
Pursuant to the terms of the Agreement, upon the effective date of the termination, all licenses and other rights granted to Astellas under the Agreement will terminate.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement and the letter agreement related thereto, copies of which have been previously filed as (i) Exhibit 10.4 to Cytokinetics’ Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 7, 2020 and (ii) Exhibit 10.61 to Cytokinetics’ Annual Report on Form 10-K filed with the SEC on February 26, 2021, and such disclosure is incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: April 30, 2021||By:||/s/ Ching Jaw|
|Senior Vice President, Chief Financial Officer|