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): NOVEMBER 30, 2005
LEXICON GENETICS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 000-30111 76-0474169
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
8800 TECHNOLOGY FOREST PLACE
THE WOODLANDS, TEXAS 77381
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES AND ZIP CODE)
(281) 863-3000
(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 30, 2005, we entered into a Second Amended and Restated
Collaboration and License Agreement (the "Collaboration Agreement") with
Genentech, Inc. for the advanced research, development and commercialization of
new biologic drugs. In the expanded alliance, we will conduct advanced research
on a broad subset of targets included in Genentech's Secreted Protein Discovery
Initiative (SPDI) program and validated using our proprietary gene knockout
technology. We may develop and commercialize drugs modulating up to six of these
targets. Genentech retains an option on the potential development and
commercialization of these drugs under a cost and profit sharing arrangement,
while we have certain conditional rights to co-promote drugs on a worldwide
basis. We retain non-exclusive rights for the development and commercialization
of small molecule drugs addressing the targets included in the alliance.
We will receive $25 million in upfront and milestone payments and research
funding from Genentech during the three-year advanced research portion of the
expanded alliance and will receive additional payments upon achievement of
milestones related to the development and regulatory approval of certain drugs
resulting from the alliance that are developed and commercialized by Genentech.
We are entitled to receive royalties on net sales of these products, provided
they are not included in a cost and profit sharing relationship. Genentech is
entitled to receive milestone payments in the event of regulatory approval and
royalties on net sales of products commercialized by us outside of a cost and
profit sharing arrangement
In connection with the execution of the Collaboration Agreement, the
maturity date of the Note Agreement dated December 17, 2002, under which
Genentech loaned to us a principal amount of $4 million as part of the original
alliance, was extended to December 31, 2006.
The Collaboration Agreement amends the Amended and Restated Collaboration
and License Agreement with Genentech dated November 19, 2003, which itself
amended the Collaboration and License Agreement with Genentech dated December
17, 2002.
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 thereunto duly authorized.
LEXICON GENETICS INCORPORATED
Date: December 2, 2005 By: /s/ JEFFREY L. WADE
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Jeffrey L. Wade
Executive Vice President and
General Counsel