-----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, VYB6z2UR3Oj4PLCgbcgUOeToEFfyNCTBdc0cdKLhKrb47y418U36ZU0z80OYu7Do E3z2RPjmjLPwxdiH1kYB3A== 0000950005-97-000407.txt : 19970415 0000950005-97-000407.hdr.sgml : 19970415 ACCESSION NUMBER: 0000950005-97-000407 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19970414 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LYNX THERAPEUTICS INC CENTRAL INDEX KEY: 0000913275 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 943161073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22570 FILM NUMBER: 97579565 BUSINESS ADDRESS: STREET 1: 3832 BAY CENTER PL CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 5106709300 MAIL ADDRESS: STREET 1: 3832 BAY CENTER PLACE CITY: HAYWARD STATE: CA ZIP: 74545 10-Q/A 1 FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QA X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --------- EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996. OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --------- EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO _____________ . Commission File Number 0-22570 Lynx Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 94-3161073 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3832 Bay Center Place Hayward, CA 94545 (Address of principal executive offices) (Zip Code) (510) 670-9300 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- The number of shares of Common Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock outstanding as of September 30, 1996 were 2,345,466, 332,288, 123,299 and 40,000, respectively. The Series B, Series C and Series D Preferred Stock are convertible into Common Stock on a ten-for-one basis. Information regarding the aggregate market value of the Registrant's voting stock is not included because there is currently no public trading market for the Company's voting stock. Page 1 of 11 PART II: OTHER INFORMATION - --------------------------- Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits The following documents are filed as Exhibits to this report: Exhibit Number Description ------- ----------- 10.32 Collaboration Agreement dated as of September 30, 1996, by and among the Company and Schwarz Pharma AG** 11.0 Statement re: Computation of Earnings Per Share 27.1 Financial Data Schedule - ---------- ** Portions of this agreement have been deleted pursuant to our request for confidential treatment. (b) No reports on Form 8-K were filed during the quarter ended September 30, 1996. 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. LYNX THERAPEUTICS, INC. /s/ Sam Eletr ------------------------------------------------------ By: Sam Eletr, Ph.D. Chief Executive Officer Date: November 15, 1996 /s/ Craig C. Taylor ------------------------------------------------------ By: Craig C. Taylor Acting Chief Financial Officer (Principal Financial and Accounting Officer) Date: November 15, 1996 Page 11 of 11 (d) No Violation. Neither Schwarz Pharma nor any of its Affiliates is a party to, subject to, or bound by an agreement or judgment, award, order or writ, injunction or decree of any court, governmental body or arbitrator which would conflict with or be breached by the execution, delivery or performance of this Agreement and there is (a) no action, suit, dispute or governmental, administrative, arbitration or regulatory proceeding pending or threatened nor (b) any investigation pending or threatened against or relating to Schwarz Pharma which, in each case, could prevent Schwarz Pharma from carrying out its obligations under this Agreement. 13. TERM OF AGREEMENT AND TERMINATION. 13.1 Term. Unless terminated in accordance with this Article 13 or Section 3.4, this Agreement shall expire upon the later of (i) 10 years after commencement of marketing the Product in a Major Country or (ii) expiration of the last to expire of the Lynx Patents issued in the Territory. The Parties agree that at least two (2) years prior to the expiration of this Agreement under this Section 13.1 the Parties will meet, discuss in good faith and attempt to reach mutually acceptable agreement to provide for Lynx's continuing supply to Schwarz Pharma of Product and economic terms for such supply. Schwarz Pharma shall be obligated to continue to purchase Product from Lynx under such agreement so long as Lynx is able to supply the Product at prices comparable to those available on the market and in appropriate quantities and quality. As used herein, "comparable" means within [REDACTED] of the price of supply available on the market. If Lynx is unable to meet such requirements, then under the terms of such agreement Schwarz Pharma may thereafter purchase the Product from a Third Party or manufacture it itself. 13.2 Termination For Material Breach. Each Party shall have the right to terminate this Agreement after written notice to the other that the other is in material breach of this Agreement, unless the other Party cures the breach before the expiration of 90 days after such written notice. Notwithstanding the foregoing, Lynx may terminate this Agreement in the event Schwarz Pharma breaches a payment obligation hereunder and thereafter fails to make full payment of amounts due Lynx within 30 days after written notice from Lynx to Schwarz Pharma, provided, however, that Schwarz Pharma may withhold a particular payment for so long as Schwarz Pharma is pursuing in good faith a claim that Lynx has not performed the specific tasks necessary to earn such payment. Any failure by Lynx to terminate this Agreement for late payments shall not be deemed a waiver of its right to terminate this Agreement in the future for a future late payment by Schwarz Pharma. 13.3 Termination without Cause. Schwarz Pharma shall have the right to terminate the Agreement at any time without the requirement of showing cause, upon [REDACTED] CONFIDENTIAL TREATMENT REQUESTED 44. -----END PRIVACY-ENHANCED MESSAGE-----