These excerpts taken from the SGEN 10-K filed Mar 13, 2009.
12. Subsequent Events
In February 2009, the Company completed an underwritten public offering of 5,740,000 shares of its common stock. The public offering price of $9.72 per share resulted in net proceeds to the Company of approximately $52.6 million, after deducting underwriting discounts and commissions and estimated offering expenses.
In January 2009, the Company also entered into a stock purchase agreement with Baker Brothers Life Sciences, L.P. (BBLS). Felix Baker, Ph.D., one of the Companys directors, is a Managing Member of Baker Brothers Life Sciences Capital (GP), LLC, the general partner of BBLSs general partner. The stock purchase agreement provides that, subject to stockholder approval and customary closing conditions, BBLS and certain of its affiliated investment funds will purchase a total of 1,178,163 shares of the Companys common stock at a price of $9.72 per share in a private placement. If the issuance of shares of the Companys common stock pursuant to the stock purchase agreement is not approved by the Companys stockholders, the stock purchase agreement will be terminated and the sale and issuance of these shares will not be consummated. If consummated, the sale and issuance of shares of the Companys common stock pursuant to the stock purchase agreement would generate approximately $11.5 million in gross proceeds.
12. Subsequent Events
In February 2009, the Company completed an underwritten public offering of 5,740,000 shares of its common stock. The public
In January 2009, the Company also entered into a stock purchase agreement
This excerpt taken from the SGEN 10-Q filed Aug 8, 2008.
7. Subsequent Events
On July 2, 2008, the Company entered into an ADC collaboration agreement with Daiichi Sankyo Co. Ltd. Under the terms of the multi-year agreement, the Company received a $4.0 million upfront fee for an exclusive license to its ADC technology to a single antigen target. Daiichi Sankyo will pay the Company progress-dependent milestones, annual maintenance fees and support fees as its ADC product candidates progress through development and royalties on product sales. The upfront fee and other payments received will be recorded as revenue over the three year development term of the collaboration agreement using a time based approach.
In December 2000, the Company leased an approximately 63,900 square foot facility used for its laboratory, discovery, research and development and general and administrative purposes. On July 1, 2008, the Company entered into a lease amendment to extend and modify the terms of this lease. The lease amendment provides for a reduction in the current base rent, an extension of the lease term to June 2018 and a reduction in level of security pledged by the Company under the lease. The Company is also entitled to receive a tenant improvement allowance which will be used to offset the cost of improvements to be made to the facility to accommodate the Companys growth. The Company has two renewal options of five years each and has the option to terminate the lease effective June 2013 or June 2015 upon providing notice of its intent to accelerate the termination date of the lease and payment of a termination fee.
In June 2007, the Company entered into an operating lease for approximately 25,000 square feet of additional office space. The lease expires in June 2018 with two extension options, the first option for three years and the second option period for seven years. The lease allows for options to terminate the lease effective June 2011 or June 2014. In July 2008, the Company amended this lease to include an additional 25,000 square feet of office space under the same terms as the original lease.
Future minimum lease payments under all noncancelable operating leases, and not assuming the exercise by the Company of any termination or extension options, are as follows (in thousands):
This excerpt taken from the SGEN 10-Q filed May 9, 2008.
10. Subsequent Events
In June 2004, the Company entered into a collaboration agreement with CuraGen Corporation granting it rights to use the Companys antibody-drug conjugate, or ADC, technology. In April 2008, CuraGen initiated a phase II clinical trial of CR011-vcMMAE, an ADC for the treatment of metastatic melanoma, triggering a $1.0 million milestone payment to the Company. As the Company has no substantive continuing performance obligations under this agreement, this milestone payment will be recognized as revenue in the second quarter of 2008.
In April 2008, the Company entered into a First Amendment to the Development and Supply Agreement with Abbott Laboratories, Inc., to manufacture the antibody component of the Companys SGN-35 antibody-drug conjugate product candidate. Under the terms of the First Amendment, Abbott has agreed to perform GMP manufacturing to support future development activities and clinical trials of SGN-35. The Companys total payments to Abbott under the First Amendment are expected to be approximately $7.3 million.
In May 2008, the Company entered into a First Amendment to the Development and Supply Agreement with Abbott to manufacture the Companys SGN-40 monoclonal antibody. Under the terms of the agreement, Abbott has agreed to perform GMP manufacturing of SGN-40 with total payments to Abbott expected to be approximately $4.1 million. The Company will be reimbursed by Genentech for the costs of the SGN-40 manufacturing pursuant to the collaboration agreement with Genentech.
Payments under these Abbott agreements will be expensed over the term of the arrangement as the materials are delivered and services rendered subject to EITF Issue No. 07-3, Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities.
These excerpts taken from the SGEN 10-K filed Mar 11, 2008.
11. Subsequent Events
In January 2008, the Company completed a public offering of 11,500,000 shares of common stock, which included exercise by the underwriters of their over-allotment option to purchase 1,500,000 shares. The public offering price of $9.00 per share resulted in net proceeds to the Company of approximately $97.5 million, after deducting underwriting discounts and commissions and offering expenses.
In January 2008, Genentech initiated a phase Ib clinical trial of SGN-40 in combination with Rituxan for patients with relapsed follicular or marginal zone non-Hodgkin lymphoma. Initiation of this clinical trial triggered a $4 million milestone payment to the Company under its collaboration with Genentech.
11. Subsequent Events
In January 2008, the Company completed a public offering
FACE="Times New Roman" SIZE="2">In January 2008, Genentech initiated a phase Ib clinical trial of SGN-40 in combination with Rituxan for patients with relapsed follicular or marginal zone non-Hodgkin lymphoma. Initiation of this clinical trial
FACE="Times New Roman" SIZE="2">12. Condensed Quarterly Financial Data (unaudited)
FACE="Times New Roman" SIZE="2">The following table contains selected unaudited statement of operations information for each quarter of 2007 and 2006. The unaudited information should be read in conjunction with the Companys financial
Seattle Genetics, Inc.
Notes to Consolidated Financial Statements (Continued)
This excerpt taken from the SGEN 10-Q filed Aug 7, 2007.
7. Subsequent events
In July 2007, the Company exercised its right to convert all outstanding shares, or 928,500 shares, of Series A Convertible Preferred Stock into 9,285,000 shares of common stock in accordance with the terms of the Certificate of Designations of Series A Convertible Preferred Stock.
This excerpt taken from the SGEN 10-K filed Mar 9, 2007.
11. Subsequent Events
In January 2007, the Company entered into an exclusive worldwide license agreement with Genentech for the development and commercialization of SGN-40. Under the terms of the agreement, the Company received an upfront payment of $60 million, and is entitled to receive potential milestone payments exceeding $800 million and escalating double-digit royalties starting in the mid-teens on annual net sales of SGN-40. The milestone payments include $20 million in committed payments during the first two years of the agreement. Genentech will fund future research, development, manufacturing and commercialization costs for SGN-40 over an initial six year development period. The Company has agreed to continue certain phase I and phase II clinical trials and development activities for SGN-40, the costs of which will be reimbursed by Genentech. The Company also has an option to co-promote SGN-40 in the United States. Payments received from Genentech, consisting of the upfront payment, milestone payments and payments for services provided by the Company to Genentech under this agreement, will be recognized as revenue over the six year development period of the agreement using a time-based method. The Company initially licensed its anti-CD40 program to Genentech in June 1999. In March 2003, the Company entered into license agreements with Genentech providing for the return to the Company of the rights relating to the anti-CD40 program as well as a license under Genentechs Cabilly patent covering the recombinant expression of antibodies. As a result of the January 2007 license, any milestone or royalty obligations of the Company pursuant to these previous license agreements were waived.
In January 2007, the Company entered into an agreement with Agensys to jointly research, develop and commercialize ADCs for cancer. The collaboration encompasses combinations of the Companys ADC technology with antibodies developed by Agensys to proprietary cancer targets. Under the terms of the multi-year agreement, Agensys and the Company will jointly screen and select ADC products to an initial target that
Seattle Genetics, Inc.
Notes to Financial Statements (Continued)
has already been selected, co-fund all preclinical and clinical development and share equally in any profits. Agensys will also conduct further preclinical studies aimed at identifying ADC products to up to three additional targets. The Company has the right to exercise a co-development option for one of these additional ADC products at IND filing, and Agensys will have the right to develop and commercialize the other two ADC products on its own, subject to paying Seattle Genetics fee, milestones and royalties. Either party may opt out of co-development and profit-sharing in return for receiving milestones and royalties from the continuing party.
In January and February 2007, holders of the Companys Series A convertible preferred stock converted 571,500 shares of Series A convertible preferred stock into 5,715,000 shares of common stock.
This excerpt taken from the SGEN 10-Q filed May 9, 2006.
On April 3, 2006, we completed a public offering of 7,300,000 shares of common stock at a price of $5.13 per share. Total net proceeds from this offering, after deducting estimated offering expenses of $250,000, were approximately $37.2 million. In conjunction with the public offering, on March 28, 2006, we entered into a stock purchase agreement with entities affiliated with Baker Brothers Investments, which are managed by Baker Bros. Advisors, LLC. Felix Baker, Ph.D., one of the Companys directors, is a Managing Member of Baker Bros. Advisors. The Stock Purchase Agreement provides that, subject to stockholder approval and customary closing conditions, these entities will purchase a total of 1,129,015 shares of our common stock at $5.25 per share. Our stockholders will vote on the issuance of these shares at the Companys annual stockholders meeting to be held on May 19, 2006.
On April 24, 2006, we entered into an agreement with Laureate Pharma, Inc. for the manufacturing of our SGN-33 and SGN-70 humanized monoclonal antibody product candidates. Under the terms of the agreement, Laureate Pharma will perform scale-up and cGMP manufacturing of clinical trial materials for both programs. The total costs for the manufacture of SGN-33 and SGN-70 under this agreement, including raw materials and fill/finish, is expected to be up to $5.7 million through 2007; however, actual costs may differ depending on changes in timing or scope of services provided or in the cost of raw materials.
In accordance with our investment policy, we do not have any derivative financial instruments in our investment portfolio. We invest in high quality interest-bearing instruments, consisting of U.S. government and agency securities, high-grade U.S. corporate bonds, taxable municipal bonds, adjustable mortgage-backed securities, commercial paper and money market accounts. Such securities are subject to interest rate risk and will rise and fall in value if market interest rates change; however, we do not expect any material loss from such interest rate changes.
(a) Evaluation of disclosure controls and procedures. The Chief Executive Officer and the Chief Financial Officer have reviewed the Companys disclosure controls and procedures prior to the filing of this quarterly report. Based on that review, they have concluded that, as of the end of the period covered by this quarterly report, these disclosure controls and procedures were, in design and operation, effective to assure that the required information has been properly recorded, processed, summarized and reported to those responsible in order that it may be included in this quarterly report.
(b) Changes in internal control over financial reporting. There have not been any changes in the Companys internal control over financial reporting during the quarter ended March 31, 2006 which have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
This excerpt taken from the SGEN 10-Q filed Aug 9, 2005.
In July 2005, we announced plans to discontinue development of SGN-15, a first-generation ADC, to focus on advancing our other pipeline programs and second-generation ADC technology. Although we are not accruing new patients to our SGN-15 phase II clinical trials, we expect costs in the last six months of 2005 to be similar to costs in the first six months of 2005 due to committed payments for currently enrolled patients. We do not anticipate incurring additional costs to terminate existing contracts associated with SGN-15 before the end of their respective terms and will recognize any remaining SGN-15 clinical trial costs in the periods the services are received.
This excerpt taken from the SGEN 10-Q filed May 10, 2005.
In April 2005, we entered into a license agreement with Protein Design Labs, Inc. for exclusive rights to Protein Design Labs anti-CD33 program for both unconjugated antibody and antibody drug conjugate applications. Under the license agreement, we received rights to patents and patent applications, as well as supplies of clinical-grade materials and a nonexclusive CD33 license under Protein Design Labs antibody humanization patents. Protein Design Labs will receive an up-front fee, progress dependent milestone payments and royalties on net sales of any resulting products. In addition, we agreed to reduce the royalties payable by Protein Design Labs with respect to a limited number of products that Protein Design Labs might develop under the existing antibody-drug conjugate (ADC) collaboration between the companies. The companies have also granted each other a co-development option for second generation anti-CD33 antibodies with improved therapeutic characteristics developed by either party.
In April 2005, we entered into an ADC collaboration with MedImmune, Inc. MedImmune will pay an upfront fee of $2.0 million for rights to utilize our ADC technology with antibodies against a single tumor target that MedImmune has selected. The upfront fee will be recognized as revenue ratably over the research period of 30 months. MedImmune also has an option to pay an additional fee to access the ADC technology for a second proprietary antibody program. Under the terms of the collaboration, MedImmune has agreed to make progress-dependent milestone payments and pay royalties on net sales of any resulting ADC products. MedImmune is responsible for research, product development, manufacturing and commercialization of all products under the collaboration. We will receive material supply and annual maintenance fees as well as research support payments for any assistance provided to MedImmune in developing ADC products.
In May 2005, we entered into a manufacturing and supply agreement with Albany Molecular Research, Inc. for cGMP manufacturing of the proprietary drug-linker system employed in our SGN-35 product candidate.
This excerpt taken from the SGEN 10-K filed Mar 15, 2005.
12. Subsequent Events
In February 2005, CuraGen paid the Company an additional $1.0 million fee to exercise an option for an exclusive license to the Companys ADC technology for a second antigen under the collaboration agreement. The fee will be recognized as revenue ratably over the remaining 16 months of the research period of the collaboration. Under the terms of the agreement, CuraGen has rights to use the Companys ADC technology with antibodies against up to two targets selected by CuraGen. CuraGen also pays ongoing technology access and material supply fees and has agreed to make progress-dependent milestone payments and pay royalties on net sales of ADC products. CuraGen is responsible for research, product development, manufacturing and commercialization of any products resulting from the collaboration.
In February 2005, the Company entered into an agreement with Abbott Laboratories for manufacturing of the Companys SGN-40 monoclonal antibody product candidate. Under the terms of the agreement, Abbott has agreed to perform scale-up and GMP manufacturing of SGN-40 to support clinical trials. In the future, Abbott has also agreed to manufacture commercial-grade material to support potential regulatory approval and commercial launch of SGN-40 if required. The Companys total costs through the end of 2005 of manufacturing SGN-40 with Abbott could be up to $3.24 million.
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