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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): October 28, 2002
EXELIXIS, INC. (Exact name of registrant as specified in its charter)
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DELAWARE 0-30235 04-3257395
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(State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
170 Harbor Way
P.O. Box 511
South San Francisco, CA 94083
(Address of principal executive offices, including zip code)
(650) 837-7000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On October 28, 2002, Exelixis, Inc. ("Exelixis") and GlaxoSmithKline plc ("GSK")
announced the formation of a broad alliance to discover, develop and
commercialize novel therapeutics in the areas of vascular biology, inflammatory
disease and oncology. The alliance combines Exelixis' powerful gene-to-drug
discovery platform and GSK's strength in development and commercialization by
means of an innovative model for sharing risks and potential rewards in a
research and development collaboration. GSK will make an upfront payment of
$30.0 million to Exelixis. GSK will also initially acquire two million newly
issued shares of Exelixis common stock at $7 per share, which represents a
premium of approximately 100% to the current stock price. Exelixis has the
option to sell GSK additional shares at a specified time in the future. Over the
initial six years of the agreement, GSK will provide Exelixis with a minimum of
$90.0 million in development funding. A copy of the press release announcing the
alliance is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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99.1 EXELIXIS AND GLAXOSMITHKLINE FORM BROAD ALLIANCE TO DISCOVER AND
DEVELOP NOVEL THERAPEUTICS
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SIGNATURE
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, thereunto duly authorized.
Dated: October 28, 2002
Exelixis, Inc.
/s/ Glen Y. Sato
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Glen Y. Sato
Chief Financial Officer, Vice President,
Legal Affairs and Secretary
(Principal Financial and Accounting Officer)
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EXHIBIT 99.1
NEWS RELEASE
EXELIXIS AND GLAXOSMITHKLINE FORM BROAD ALLIANCE
TO DISCOVER AND DEVELOP NOVEL THERAPEUTICS
SOUTH SAN FRANCISCO, CA and LONDON, UK - October 28, 2002 - Exelixis, Inc.
(Nasdaq: EXEL) and GlaxoSmithKline plc (LSE & NYSE:GSK) announce that they will
form a broad alliance to discover, develop and commercialize novel therapeutics
in the areas of vascular biology, inflammatory disease and oncology.
The alliance combines Exelixis' powerful gene-to-drug discovery platform and
GSK's strengths in development and commercialization by means of an innovative
model for sharing risks and potential rewards in a research and development
collaboration.
Under the terms of the agreement, Exelixis will have responsibility for the
delivery to GSK of an undisclosed number of small-molecule compounds that have
met agreed-upon criteria in early Phase II clinical testing. GSK will have the
right to further develop these compounds and exclusive, worldwide
commercialization and manufacturing rights. Exelixis retains co-promotion rights
in North America.
GSK will make an upfront payment of $30 million to Exelixis. GSK will also
initially acquire two million newly issued shares of Exelixis common stock at $7
per share, which represents a premium of approximately 100% to the current stock
price. Exelixis has the option to sell GSK additional shares at a specified time
in the future.
Over the initial six years of the agreement, GSK will provide Exelixis with a
minimum of $90 million in development funding. Exelixis will receive clinical
and regulatory milestone payments based on the number and timing of compounds
reaching specified points of progression. Based on the continued successful
development of these compounds, these payments could range from $220 million to
$350 million up to and including first commercialization. In addition, GSK will
make available a loan facility to Exelixis of up to $85 million. Exelixis will
also receive sales-based milestone payments and royalties on product sales.
Two years from the start of the collaboration, GSK and Exelixis may elect to
expand the collaboration, and under this option, Exelixis' milestone payments
could double in size, and the development funding and the loan facility would
also be significantly expanded.
"For GlaxoSmithKline this alliance promises to complement our own accelerating
drug-discovery activities by gaining access to the expanding array of
capabilities which Exelixis has assembled rapidly in recent years," said
Tadataka Yamada, M.D., Chairman, Research & Development, GSK. "Success for this
innovative alliance will be not just the identification of targets and lead
compounds but also the delivery of drugs that have demonstrated a therapeutic
concept and shown promise for continuing development. We look forward to working
with an accomplished partner like Exelixis to shape a productive effort."
"The breadth and depth of this collaboration utilizes the full strength and
productivity of our proprietary gene-to-drug discovery and development
platform," said George A. Scangos, Ph.D., Exelixis President and Chief Executive
Officer. "The unique collaborative and financial structure of this alliance
ensures that our companies will benefit from each others' efforts, work
diligently together to select and advance the most promising drug candidates,
and share mutually in the benefits of our successes. This collaboration is an
extraordinary opportunity for us to work with GSK, one of the world's leading
pharmaceutical companies, to fulfill our shared goal of delivering important new
medicines to patients. Having made the critical strategic decision three years
ago to build Exelixis from a genomics platform company into a mature drug
discovery and development company, this collaboration is a landmark achievement
for our company."
Exelixis will conduct a webcast conference call to discuss this alliance on
Monday, October 28, 2002 at 5:00 pm ET. To participate over the Internet, go to
www.exelixis.com/ir and click on the Corporate Collaboration icon or go to
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www.ccbn.com. A replay of this webcast will be available for 14 days.
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Exelixis, Inc. (Nasdaq: EXEL) Exelixis, Inc. (Nasdaq: EXEL) is a leading
genomics-based drug discovery company dedicated to the discovery and development
of novel therapeutics, with a focus in the area of oncology. The company is
leveraging its fully integrated gene-to-drug platform to fuel the growth of its
proprietary drug pipeline. Exelixis has established broad corporate alliances
with major pharmaceutical and biotechnology companies, including
GlaxoSmithKline, Bristol-Myers Squibb, and Protein Design Labs. The company has
also established agricultural research collaborations with Bayer CropScience and
Dow Agrosciences. Other partners include Merck, Schering-Plough Research
Institute, Cytokinetics and Scios. Exelixis' worldwide leadership in comparative
genomics and model system genetics is being supported in large part through
zebrafish and mouse model systems work carried out at its German subsidiaries
Exelixis Deutschland GmbH and Artemis Pharmaceuticals GmbH. For more
information, please visit the company's web site at www.exelixis.com.
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GlaxoSmithKline, one of the world's leading research-based pharmaceutical and
healthcare companies, is committed to improving the quality of human life by
enabling people to do more, feel better and live longer. For more information,
please visit the company's web site at www.gsk.com.
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The forward looking statements contained in this press release involve risks and
uncertainties that may affect Exelixis, as more fully discussed in the "Risk
Factors" section of our filing with the U.S. Securities and Exchange Commission.
Exelixis' actual results and the timing of events could differ materially from
those anticipated in its forward-looking statements as a result of many factors,
including Exelixis' ability to successfully identify and deliver compounds
meeting the criteria for acceptance by GlaxoSmithKline under the terms of the
collaboration and, even if compounds are accepted for further development, to
receive milestones and royalties as a result of the development efforts of
GlaxoSmithKline with respect to those products. These and other risk factors are
discussed under "Risk Factors" and elsewhere in Exelixis' Annual Report on Form
10-K for the year ended December 31, 2001 and other SEC reports. Exelixis
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in its expectations with regard thereto or any change in
events, conditions or circumstances on which any such statements are based.
Under the safe harbor provisions of the US Private Securities Litigation Reform
Act of 1995, GlaxoSmithKline cautions investors that any forward-looking
statements or projections made by GSK, including those made in this
announcement, are subject to risks and uncertainties that may cause actual
results to differ materially from those projected. Factors that may affect the
Group's operations are described under Risk Factors in the Operating and
Financial Review and Prospects in GlaxoSmithKline's Annual Report on Form 20-F
for 2001.
Exelixis and the Exelixis logo are registered U.S. trademarks.
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Contact:
Exelixis
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Jane M. Green, Ph.D. +1 (650) 837 7579
VP, Corporate Communications jmgreen@Exelixis.com
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GlaxoSmithKline
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