Termination of a Material Definitive Agreement
Item 1.02. Termination of a Material Definitive Agreement.
On October 25, 2007, Kosan Biosciences Incorporated (the "Company") received written notice from Hoffmann-La Roche, Inc. and F. Hoffmann-La Roche Ltd. (collectively, "Roche") that Roche is terminating in its entirety that certain Collaborative Research, Development and Commercialization Agreement, dated as of September 19, 2002, by and among the Company and Roche, as amended (the "Epothilone Collaboration Agreement"). The termination of the Epothilone Collaboration Agreement will be effective 120 days from the date of the notice. Roche is terminating the Epothilone Collaboration Agreement for its "convenience" as provided for under the Epothilone Collaboration Agreement. The Company believes that Roche is terminating the Epothilone Collaboration Agreement as a result of a re-prioritization within Roche's research and development group.
Under the terms of the Epothilone Collaboration Agreement, Roche was granted worldwide exclusive rights to market and sell KOS-1584, the Company's current epothilone anticancer product candidate, and any other epothilones developed under the collaboration in the field of oncology, and the Company was granted the right to co-promote in the United States any epothilone products developed under the Epothilone Collaboration Agreement. Under the Epothilone Collaboration Agreement, the Company was entitled to receive development funding for agreed upon research activities, including clinical trials, and milestone payments based upon achievement of clinical, regulatory and commercial events. The Company will continue to receive development funding under the terms of the Epothilone Collaboration Agreement until the effective date of the termination, after which, absent any new arrangements with third parties, the Company will be required to independently to fund any KOS-1584 or other epothilone development and clinical trial activities undertaken by the Company. The Company was also entitled to receive royalties on any sales of collaboration products under the Epothilone Collaboration Agreement. The Epothilone Collaboration Agreement provides that upon a termination of the Epothilone Collaboration Agreement by Roche for its convenience, the rights licensed to Roche will revert to the Company, and in connection therewith, Roche is required to provide the Company with certain license rights, data and other assistance related to the previously licensed product candidates. Accordingly, following the effectiveness of the termination of the Epothilone Collaboration Agreement, all licensed rights, including to KOS-1584, will revert to the Company. The foregoing is only a brief description of the material terms of the Epothilone Collaboration Agreement, does not purport to be complete and is qualified in its entirety by reference to the Epothilone Collaboration Agreement that was filed as Exhibit 10.43 to the Company's quarterly report on Form 10-Q filed with the SEC on November 14, 2002 and Exhibit 10.1 to the Company's quarterly report on Form 10-Q filed with the SEC November 8, 2004. |
