-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K1smk2Lun2eyiZhjpaivljP4Ixqq5Nn3HD3EgZ7PXJJTKd60VExFdI8go/W0wRTU eejUwFoFylD1NsoDJjiR5g== 0000950134-08-011665.txt : 20080623 0000950134-08-011665.hdr.sgml : 20080623 20080623171748 ACCESSION NUMBER: 0000950134-08-011665 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080618 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080623 DATE AS OF CHANGE: 20080623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENELABS TECHNOLOGIES INC /CA CENTRAL INDEX KEY: 0000874443 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943010150 STATE OF INCORPORATION: CA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19222 FILM NUMBER: 08912780 BUSINESS ADDRESS: STREET 1: 505 PENOBSCOT DR CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 6503969500 MAIL ADDRESS: STREET 1: 505 PENOBSCOT DR CITY: REDWOOD CITY STATE: CA ZIP: 94063 8-K 1 f41708e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 18, 2008
GENELABS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
         
California   0-19222   94-3010150
 
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
         
505 Penobscot Drive, Redwood City, California
  94063
 
(Address of principal executive offices)
  (Zip Code)
Registrant’s telephone number, including area code (650) 369-9500
 
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 1.02. Termination of a Material Definitive Agreement.
On June 23, 2008, Genelabs Technologies, Inc. (the “Registrant”) announced that Gilead Sciences, Inc. has exercised its right to terminate a research collaboration agreement with the Registrant for nucleoside-based inhibitors for the NS5b hepatitis C virus (HCV) polymerase. Gilead’s notice of termination, dated June 18, 2008, takes effect 90 days from the date of such notice. Upon termination, Gilead will return to the Registrant all rights to the compounds developed in the program.
The Registrant and Gilead signed their license and research collaboration agreement on September 29, 2004. Under the terms of the agreement, Gilead paid the Registrant a nonrefundable $8 million upfront payment and provided $11.2 million in research funding during the first three years of the agreement. In return, the Registrant devoted a specified number of scientists to the program and provided Gilead with exclusive access to certain compounds developed by the Registrant in the program.
In addition, $38 million of milestone payments were to be made on the achievement of pre-determined development goals. No milestone payments have been received by the Registrant during the term of the agreement and no further payments are due pursuant to the termination of the agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
A copy of the press release, dated June 23, 2008, is furnished pursuant to this Item 1.02 as Exhibit 99.01 to this Current Report on Form 8-K.

 


 

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, thereto duly authorized.
         
  GENELABS TECHNOLOGIES, INC.
 
 
  By:   /s/ Frederick W. Driscoll    
    Name:   Frederick W. Driscoll   
    Title:   Chief Financial Officer   
 
Date: June 23, 2008

 


 

EXHIBIT INDEX
     
Exhibit    
Number   Description
99.01
  Press Release of Genelabs Technologies, Inc., dated June 23, 2008

 

EX-99.1 2 f41708exv99w1.htm EXHIBIT 99.1 exv99w1
Exhibit 99.1
Genelabs Provides Update on Hepatitis C Drug Development With Collaboration Partners
REDWOOD CITY, Calif.—(BUSINESS WIRE)— Genelabs Technologies, Inc. (Nasdaq:GNLB) announced today that based on progress to date, its hepatitis C drug development and commercialization collaboration with Novartis is continuing to the next phase.
In September 2006, Genelabs and Novartis entered into a two-year collaboration to discover and develop certain non-nucleoside inhibitors (NNI) of the NS5b polymerase in HCV. Genelabs was responsible for drug discovery research and Novartis is responsible for development and commercialization. The research phase of the collaboration was completed on June 2, 2008. Genelabs and Novartis will continue to hold joint research committee meetings to monitor the progress of compounds discovered during this phase as they advance.
Genelabs also announced that Gilead has exercised its right to terminate a similar research collaboration agreement for nucleoside-based inhibitors for the NS5b HCV polymerase, and will return to Genelabs all rights to the compounds developed in the program.
“We are very pleased that Novartis is continuing to advance compounds identified in the research phase of our collaboration,” said Ronald C. Griffith, Genelabs’ Chief Scientific Officer. “We look forward to the potential of future milestone achievements with this program. At the same time, we are continuing to independently discover and develop nucleoside-based inhibitors for this important NS5b HCV target and are discussing further collaboration in this area with various third parties.”
About the Novartis HCV Collaboration
Under the terms of the agreement, Genelabs received $19.1 million, including a $12.5 million initial up-front payment over a two-year research period. Additional payments to Genelabs could exceed $175 million if all potential clinical, regulatory and sales milestones are met. Genelabs is also entitled to a royalty on net sales of products arising from the collaboration.
NOTE ON FORWARD LOOKING STATEMENTS AND RISKS:
This press release contains forward-looking statements regarding the continued development of compounds identified in the course of Genelabs’ collaboration with Novartis, and Genelabs’ ongoing discovery and development efforts relative to HCV inhibitors. These forward-looking statements are based on Genelabs’ current expectations and are subject to uncertainties and risks that could cause actual results to differ materially from the statements made, including, without limitation, uncertainties and risks associated with the discovery and preclinical development of therapeutic compounds and the continued commitment of Genelabs’ current and prospective collaborative partners. Please see the information appearing in the company’s filings with the Securities and Exchange Commission, including the most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, under the captions “Risk Factors,” “Business Risks” and “Forward-Looking Statements” for more discussion regarding these uncertainties and risks and other risks that may cause actual results to differ from those included in the forward-looking statements. Genelabs does not undertake any obligation to update these forward-looking statements or risks to reflect events or circumstances after the date of this release.
Contacts
Genelabs Technologies, Inc.
Frederick Driscoll, 650-562-1477
Chief Financial Officer
Source: Genelabs Technologies, Inc.

 

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