<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
For the transition period from to
-------- ---------
COMMISSION FILE NUMBER 1-14004
XENOMETRIX, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 04-3166089
(State or other jurisdiction of (IRS employer
incorporation or organization) identification number)
2425 NORTH 55TH STREET
BOULDER, CO 80301
(Address of principal executive offices)
(303) 447-1773
(Issuers telephone number)
Check whether issuer (1) filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 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
--- ---
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
COMMON STOCK, $0.001 PAR VALUE 2,948,135 COMMON SHARES
(Class) OUTSTANDING AT MAY 12, 1998
Transitional Small Business Disclosure Format Yes No X
--- ---
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XENOMETRIX, INC
FORM 10-QSB
FOR THE PERIOD ENDED MARCH 31, 1998
INDEX
<TABLE>
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet - March 31, 1998.............................................Page 3
Statement of Operations - Periods ended March 31, 1998 and 1997............Page 4
Statement of Cash Flows - Periods ended March 31, 1998 and 1997............Page 5
Notes to Financial Statements..............................................Page 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations...................................................Page 8
PART II - OTHER INFORMATION
Item 2. Changes in Securities......................................................Page 13
Item 6. Exhibits and Reports on Form 8-K...........................................Page 14
Signatures..........................................................................Page 15
</TABLE>
2
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Part One--Financial Information
XENOMETRIX, INC.
Balance Sheet
March 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
Assets
<S> <C>
Current Assets:
Cash and cash equivalents $ 139,000
Accounts receivable, net 36,000
Inventory 81,000
Deposits and prepaid expense 98,000
-----------
Total current assets 354,000
Property and equipment, net 708,000
Patents, net 322,000
-----------
Total assets $ 1,384,000
===========
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable $ 463,000
Accrued liabilities 420,000
Deferred revenue 251,000
Senior promissory notes, net of discount 1,500,000
-----------
Total current liabilities 2,634,000
-----------
Stockholders' Equity:
Preferred stock--$.001 par value; 5,000,000 shares authorized;
no shares issued and outstanding -
Common stock--$.001 par value; 20,000,000 shares authorized;
2,948,135 shares issued and outstanding 3,000
Additional paid-in capital 15,982,000
Accumulated deficit (17,235,000)
-----------
Total stockholders' equity (1,250,000)
-----------
Total liabilities and stockholders' equity $ 1,384,000
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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XENOMETRIX, INC.
Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
March 31, March 31,
--------------------------- ---------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales and services $ 103,000 $ 152,000 $ 497,000 $ 532,000
Cost of sales and services 114,000 157,000 418,000 505,000
----------- ----------- ----------- -----------
Gross profit (loss) (11,000) (5,000) 79,000 27,000
----------- ----------- ----------- -----------
Research and development 234,000 282,000 946,000 871,000
Selling, general and administrative 484,000 826,000 1,468,000 2,037,000
----------- ----------- ----------- -----------
Total operating expense 718,000 1,108,000 2,414,000 2,908,000
----------- ----------- ----------- -----------
Operating loss (729,000) (1,113,000) (2,335,000) (2,881,000)
Other income:
Grant income -- 5,000 -- 64,000
Interest income (expense), net (290,000) 28,000 (567,000) 99,000
Gain on early termination of lease -- -- -- 1,028,000
----------- ----------- ----------- -----------
Net income (loss) $(1,019,000) $(1,080,000) $(2,902,000) $(1,690,000)
=========== =========== =========== ===========
Net income (loss) per common share
Basic $ (0.35) $ (0.37) $ (0.98) $ (0.58)
=========== =========== =========== ===========
Weighted avg. common shares outstanding 2,948,000 2,939,000 2,948,000 2,928,000
=========== =========== =========== ===========
Diluted $ (0.35) $ (0.37) $ (0.98) $ (0.58)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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XENOMETRIX, INC.
Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
March 31,
---------------------------
1998 1997
----------- -----------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income (loss) $(2,902,000) $(1,690,000)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 264,000 244,000
Net book value of retired assets -- 14,000
Amortization of discount on senior promissory notes 412,000 --
Changes in assets and liabilities:
Accounts receivable 187,000 (60,000)
Receivable from termination of operating lease 115,000 (170,000)
Inventory 20,000 (6,000)
Deposits and prepaid expense 113,000 (72,000)
Accounts payable and accrued liabilities 172,000 168,000
Deferred revenue 251,000 --
----------- -----------
Net cash used in operating activities (1,368,000) (1,572,000)
----------- -----------
Cash Flows from Investing Activities:
Capital expenditures (17,000) (742,000)
Patent acquisition cost (79,000) (66,000)
----------- -----------
Net cash used in investing activities (96,000) (808,000)
----------- -----------
Cash Flows from Financing Activities:
Proceeds from issuance senior promissory notes and warrants 1,000,000 --
Proceeds from issuance of common stock -- 111,000
----------- -----------
Net cash provided by financing activities 1,000,000 111,000
----------- -----------
Net decrease in cash (464,000) (2,269,000)
Cash and cash equivalents at beginning of period 603,000 3,290,000
----------- -----------
Cash and cash equivalents at end of period $ 139,000 $ 1,021,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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XENOMETRIX, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDING MARCH 31, 1998
(Unaudited)
1. Basis of Presentation
The accompanying financial statements are unaudited. However, in the opinion of
management, the accompanying financial statements reflect all adjustments,
consisting of only normal recurring adjustments, necessary for fair
presentation. Interim results of operations are not necessarily indicative of
results for the full year. These financial statements should be read in
conjunction with the Xenometrix Annual Report on Form 10-KSB for the year ended
June 30, 1997.
Except for the historical information contained in this Form 10-QSB, this Form
contains forward-looking statements that involve risks and uncertainties.
Xenometrix's actual results could differ materially from those discussed in this
Report. Factors that could cause or contribute to such differences include, but
are not limited to, those discussed in this Report and any documents
incorporated herein by reference, as well as in the Xenometrix Annual Report on
Form 10-KSB for the year ended June 30, 1997.
2. Termination of Operating Lease
In connection with its move to a new facility in October 1996, Xenometrix
entered into a lease termination agreement with its previous landlord and
entered into an agreement with another company which paid Xenometrix $700,000
upon termination of its prior lease, $18,000 for reimbursement of a portion of
its actual moving expenses, and additional consideration of $360,000 payable in
six quarterly installments beginning September 30, 1996 and continuing through
December 31, 1997. The present value of the total consideration due under this
agreement ($1,028,000) is shown as a gain on the early termination of a lease in
the statement of operations for the nine months ended March 31, 1997. The
remaining quarterly payments of $120,000 at June 30, 1997, net of unamortized
discount, were collected in the quarter ended September 30, 1997.
3. Senior Secured Debt
During the nine months ended March 31, 1998, Xenometrix issued Senior promissory
notes in the amount of $1,000,000 to serve as additional bridge financing. The
notes were originally due March 25, 1998. The Company has obtained an extension
of the maturity date to May 25, 1998, subject to further extensions. The initial
interest rate of 12 % per annum on the notes was increased to 18%, effective
March 25, 1998, in conjunction with the extension. In connection with the
issuance of these notes, Xenometrix issued warrants to purchase 333,330 shares
of common stock, at an exercise price equal to the lower of a) $2.15 or b) the
price per share in the Company's next placement of equity securities resulting
in gross proceeds to the Company in excess of $3 million. In the event of
default by the Company on the notes, the
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interest rate will remain at 18% per annum and the note holders will have the
right to appoint a majority of the Board of Directors of the Company.
4. Earnings (Loss) Per Common Share
Effective for the quarter and nine month period ended March 31, 1998, the loss
per common share is computed using the Financial Accounting Standards Board's
recently issued Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share" (EPS). SFAS No. 128 establishes new standards for computing
and presenting EPS and supercedes all prior EPS guidance found in APB Opinion
15.
Basic loss per common share is computed by dividing net loss by the
weighted-average number of common shares outstanding during the period.
Diluted loss per common share is computed using the treasury stock method based
upon the weighted-average number of common shares, dilutive common stock
equivalent shares and the assumed conversion of any dilutive convertible
securities outstanding during the period. Because the inclusion of these common
stock equivalents and convertible securities would be anti-dilutive, i.e. reduce
the reported loss per share, they are excluded from the Company's calculation of
diluted loss per share.
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ITEM 2. XENOMETRIX, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of the results of operations and financial condition
should be read in conjunction with the financial statements and notes thereto.
See Item 1. Except for the historical information contained in this Form 10-QSB,
this report contains forward-looking statements that involve risks and
uncertainties. Xenometrix' actual results could differ materially from those
discussed in this report. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed in this Report and
any documents incorporated herein by reference, as well as in the Xenometrix
Annual Report on Form 10-KSB for the fiscal year ended June 30, 1997.
OVERVIEW
As of May 12, 1998 the Company had cash and cash equivalents of
approximately $330,000. The Company estimates that its current resources will be
sufficient to meet its operating needs through approximately June 30, 1998. The
Company has $1,500,000 of bridge notes which are due on May 25, 1998, subject to
further extension. In the event the Company does not repay the notes or secure
an extension by such date, the Company will evaluate other options including,
but not limited to, further curtailing or suspending its operations. (See
Liquidity and Capital Resources).
Since inception, the Company's efforts have been focused upon
commercializing its technology in the field of molecular toxicology.
Accordingly, the Company's resources were directed primarily at the drug safety
and toxicology markets. In the first half of calendar 1997, the Company put
considerable effort into evaluating the changes that are occurring in
pharmaceutical research and development. The Company concluded that its
proprietary gene activation profiles provide valuable information that may be
used to help pharmaceutical researchers optimize drug leads. The Company
believes its technology can help pharmaceutical companies evaluate and optimize
the growing number of drug leads emerging from genetic sequencing, combinatorial
chemistry and high throughput screening. While the Company will continue to
serve the drug safety and toxicology market, it plans to focus a significant
portion of its effort and resources developing and marketing its products and
services to pharmaceutical companies for testing, evaluation and optimization of
their lead compounds. The Company believes that its focus on this market,
together with the patent licensing activities described below, will enable it to
expand its business through collaborative arrangements with potential customers
and business partners.
On January 22, 1998, the Company announced that it had been granted a broad
basic patent by the European Patent Office covering most gene expression
profiles resulting from the exposure of eukaryotic cells (including human,
animal and yeast cells) to pharmaceutical compounds and other chemical entities.
On February 17, 1998, the Company received a Notice of Allowance from the United
States Patent and Trademark Office covering similar claims in the
8
<PAGE> 9
United States. The Company plans to aggressively pursue licensing of
these patents and entering into broader business collaborations with parties
whose current or future business activities may be covered by the claims
contained in these two patents.
The timing and amount of revenues from sales of products and services to
the drug discovery and development market as well as to the toxicology and
product safety markets cannot be predicted with certainty. Similarly, the
Company's ability to enter into license agreements and meaningful collaborative
arrangements with customers or other potential collaborators and licensees
cannot be predicted with a high degree of accuracy. Accordingly, results of
operations for any period may be unrelated to results of operations for any
other period and are likely to fluctuate sharply. In addition, historical
results should not be viewed as indicative of future operating results.
RESULTS OF OPERATIONS
COMPARISON OF QUARTERS ENDED MARCH 31, 1998 AND 1997
Net sales and services. Net sales and services for the quarter ended March 31,
1998, decreased 32% to $103,000 from $152,000 in the prior year. This decrease
was attributable to lower sales of the Company's client research laboratory
services.
Gross Profit (Loss). For the quarter ended March 31, 1998, gross profit (loss)
was ($11,000) compared to ($5,000) reported in the prior year. This decrease was
attributable to lower sales volumes and lower contribution margins from those
sales which were not sufficient to cover fixed manufacturing and laboratory
service costs.
Research and Development Expenses. Research and development expenses were
$234,000 for the quarter ended March 31, 1998, down 17% from the $282,000
reported in the comparable period of the prior year. This decline was primarily
due to the restructuring of the Company's operations in February 1998 to reduce
costs and conserve resources.
Selling, General and Administrative Expenses (SG&A). Selling, general and
administrative expenses decreased 41% to $484,000 from $826,000 reported in the
1997 quarter. This decrease was primarily attributable to cost savings resulting
from the elimination of the field sales and marketing operations in the quarter
ended June 30, 1997, partially offset by increased costs associated with an
expanded business development function, and the February 1998 restructuring
which further reduced costs in the current period.
Other Income and Expense. Xenometrix earned $5,000 of grant income in the
quarter ended March 31, 1997 from a National Institutes of Health grant. There
were no such grants in the comparable 1998 quarter.
In the quarter ended March 31, 1998, the Company incurred net interest expense
of $290,000. From June 1997 through March 1998, Xenometrix issued Senior
promissory notes in the amount of $1,500,000 to serve as bridge financing. The
12% interest rate on the notes was
9
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increased to 18% effective March 25, 1998. The notes were accompanied by the
issuance of warrants to purchase 499,995 shares of common stock. The interest
accruing on these notes, together with the amortization of the note discount
associated with the issuance of the warrants and the amortization of the
issuance costs associated with the notes, resulted in a charge to interest
expense of $291,000 during the quarter ended March 31, 1998. This interest
expense was partially offset by interest income of $1,000 during the quarter. In
the comparable quarter of the prior year, Xenometrix earned $28,000 interest
income on the short-term investment of the remaining proceeds from its October
1995 initial public offering.
COMPARISON OF THE NINE MONTH PERIODS ENDED MARCH 31, 1998 AND 1997
Net sales and services. Net sales and service revenue for the nine month period
ended March 31, 1998 decreased 7% to $497,000 from $532,000 in the comparable
period of the prior year. This decrease was primarily attributable to lower
sales of the Company's client research laboratory services, partially offset by
higher sales of the Company's gene profile assay kits.
Gross profit. Gross profit for the nine months ended March 31, 1998 increased to
$79,000 from $27,000 in the comparable period in 1997. This increase was
primarily attributable to two factors. First, the product mix in the 1998 period
included a larger proportion of revenue from the sale of assay kits, which
generally have higher profit margins than revenue derived from services. Second,
during the 1997 period, the Company performed a large commercial validation
project for a European multi-national chemical manufacturer at a substantial
discount to normal pricing levels. This resulted in high manufacturing costs and
an abnormally low gross profit margin in the prior period.
Research and development (R&D). Research and development expense for the nine
months ended March 31, 1998 was $946,000, a 9% increase over the $871,000
reported in the comparable period of the prior year. In the current period, R&D
efforts were focused on research, product development and building the Company's
bioinformatics database. Prior to the February 1998 restructuring, the Company
had increased staffing levels in the R&D department. In the prior period, R&D
personnel assisted with the validation project. Accordingly, a portion of the
department costs were charged to cost of sales and services in that period.
Selling, general and administrative expenses (SG&A). For the nine month period
ended March 31, 1998, SG&A expenses were $1,468,000, down 28% from the
$2,037,000 reported in the comparable 1997 period. This decrease was primarily
attributable to cost savings resulting from the elimination of the field sales
and marketing operations, partially offset by increased costs associated with an
expanded business development function, and the February 1998 restructuring
which further reduced current period costs.
Other Income and Expense. Xenometrix earned $64,000 of grant income in the nine
month period ended March 31, 1997 from a National Institutes of Health grant.
There were no such grants in the comparable 1998 period.
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In the nine months ended March 31, 1998, the Company incurred net interest
expense of $567,000. The interest accruing on the Senior promissory notes,
discussed above, together with the amortization of the note discount associated
with the issuance of the warrants and the amortization of the issuance costs
associated with the notes, resulted in a charge to interest expense of $574,000
during this period. This interest expense was partially offset by interest
income of $7,000 during the period. In the comparable nine month period of the
prior year, Xenometrix earned $99,000 interest income on the short-term
investment of the remaining proceeds from its October 1995 initial public
offering.
In the nine months ended March 31, 1997, the Company entered into an agreement
whereby it received certain consideration for relinquishing its former operating
lease. The Company recognized a one-time gain of $1,028,000 resulting from this
transaction. (See Note 2)
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1998, the Company's cash and cash equivalents were $139,000,
compared to $603,000 at June 30, 1997. During the nine month period ended March
31, 1998, $1,368,000 was used to fund Xenometrix' operations, $96,000 was
invested in equipment and patents, and the Company received $1,000,000 from the
issuance of senior notes and warrants under a bridge financing line of credit,
described below.
In September 1997, the Company obtained a commitment for a $1,500,000 short-term
bridge financing line of credit, consisting of a private placement of 12%
promissory notes coupled with common stock warrants. As of March 31, 1998,
$1,500,000 of this commitment was drawn down and the Company issued warrants to
purchase 499,995 shares of common stock. The notes were originally scheduled to
mature on the earlier of March 25, 1998, or the completion of a sale of public
or private equity securities resulting in net proceeds to the Company of at
least $3 million. The Company has obtained an extension of the due date until
May 25, 1998, subject to further extensions. During this extension period the
interest rate on the notes increases to 18% per annum. In the event of default
by the Company on the notes, the interest rate will remain at 18% and the note
holders will have the right to appoint a majority of the Board of Directors of
the Company.
On January 12, 1998, the Company received notification of a decision by the
National Association of Securities Dealers to delist the Company's securities
from The Nasdaq SmallCap Market, effective at the close of business on that day.
This delisting was a result of the Company's total assets, capital and surplus
having fallen below the minimum required by the NASD for continued listing. The
Company's securities were also subsequently delisted from the Boston Stock
Exchange. The effects of delisting include reduced availability of the market
prices and volume of trading in the Company's securities and limited news
coverage of Xenometrix. Delisting may also restrict investors' interest in the
Company's securities and materially adversely affect the trading market and
prices for such securities, as well as the Company's ability to issue additional
securities or to secure additional financing.
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On January 22, 1998, the Company announced that it had been granted a broad
basic patent by the European Patent Office covering most gene expression
profiles resulting from the exposure of eukaryotic cells (including human,
animal and yeast cells) to pharmaceutical compounds and other chemical entities.
On February 17, 1998, the Company received a Notice of Allowance from the United
States Patent and Trademark Office covering similar claims in the United States.
On March 2, 1998 the Company received a cash infusion related to an option
agreement (the "Option Agreement") to negotiate with Xenometrix for a license
under the patents for a limited field. The Company agreed not to enter into
license agreements in this field with third parties during the option period. On
April 27, 1998, the Company received an additional payment to extend the option
period until May 25, 1998 (the "Option Extension").
On April 17, 1998, the Company entered into a license related to its eukaryotic
gene expression profiling patents, granting a non-exclusive license (the
"Non-exclusive License") for the creation of gene expression profiles using
methods other than those covered by the Option Agreement. The license
incorporates up-front fees, sub-licensing fees and royalty payments payable to
the Company.
The Company estimates that the funds received from the Option Agreement, the
Option Extension and the Non-exclusive License, together with cash generated
from operations, will be sufficient to meet its operating requirements through
at least June 30, 1998. The Company has $1,500,000 of bridge notes which are due
on May 25, 1998, subject to further extension. In the event the Company does not
repay the notes or secure an extension by such date, the Company will evaluate
other options including, but not limited to, further curtailing or suspending
its operations.
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PART II--OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
In September 1997, Xenometrix entered into a Senior Line of Credit Agreement
(the "Credit Agreement") with the Aries Domestic Fund L.P. and the Aries Fund, a
Cayman Islands Trust, for a $1,500,000 line of credit, consisting of a private
placement of notes coupled with common stock warrants. Initially, the notes bore
interest at 12% per annum and matured on the earlier of March 25, 1998, or the
completion of a sale of public or private equity securities resulting in net
proceeds to the Company of at least $3 million (the "Offering"). The original
Credit Agreement provided that the Company could, at its option, either repay
the notes when due, or convert the principal amount plus any accrued interest,
into shares of the Company's securities at a price per share equal to 70% of the
offering price in the Company's next Offering. In December 1997, the Credit
Agreement was amended to adjust the conversion price at which the notes could be
converted into shares of the Company's securities to a price per share equal to
100% of the offering price in the Company's next Offering. This amendment
applied to both existing loans and future loans under the Credit Agreement. In
March 1998, the Credit Agreement was further amended extending the maturity date
on the notes to May 25, 1998, subject to further extension, and adjusting the
interest rate on the notes to 18%, effective March 25, 1998. All other terms and
conditions of the Credit Agreement as amended, remain in force during the
extension period. In the event of default by the Company on the notes, the
interest rate will remain at 18% per annum and the note holders will have the
right to appoint a majority of the Board of Directors of the Company. For each
$100,000 loan made under the Agreement, the Company has issued 33,333 warrants
to purchase shares of common stock, at an exercise price equal to the lower of
a) $2.15 or b) the price per share in the Company's next placement of equity
securities where gross proceeds exceed $3,000,000.
During the quarter ended March 31, 1998, Xenometrix issued notes and warrants
under the Credit Agreement as follows:
<TABLE>
<CAPTION>
Loan Date Notes Warrants
--------- ----- --------
<S> <C> <C>
01/12/98. $250,000 83,333
</TABLE>
The Company did not use an underwriter for the sale of these securities. The
sales and issuances of securities in the transaction described above, were
deemed to be exempt from registration under the Securities Act of 1933, (the
"Securities Act") as amended, by virtue of Section 4 (2) and or Regulations
promulgated under the Securities Act.
13
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
10.37* Agreement dated February 24, 1998 between [ * ] and the Registrant,
regarding the granting of an exclusive option period to negotiate a
license under the Company's gene expression profiling patents.
27.1 Summary Financial Information Schedule
(b) Reports on Form 8-K
On January 26, 1998, Registrant filed a Form 8-K reporting that its
shares had been delisted from Nasdaq.
On February 12, 1998, Registrant filed a Form 8-K reporting that it
had restructured its operations to conserve resources.
----------------
* Xenometrix is applying for confidential treatment with respect to
portions of this exhibit.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf.
XENOMETRIX, INC.
/s/ Stephen J. Sullivan
-------------------------------------------
May 15, 1998 Stephen J. Sullivan
President, Chief Executive Officer
And Director
/s/ Ronald L. Hendrick
-------------------------------------------
May 15, 1998 Ronald L. Hendrick
Executive Vice President and Chief Financial
Officer
Principal Accounting and Financial Officer
15
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
10.37* Agreement dated February 24, 1998 between [ * ] and the
Registrant, regarding the granting of an exclusive option period
to negotiate a license under the Company's gene expression
profiling patents.
27.1 Summary Financial Information Schedule
</TABLE>
- ---------------
* Xenometrix is applying for confidential treatment with respect to portions of
this exhibit.
<PAGE> 1
EXHIBIT 10.37
February 24, 1998
[ * ]
Dear [ * ]:
This letter sets forth the terms and conditions of an option agreement between
[ * ] and Xenometrix, Inc. ("Xenometrix") as follows:
1) Xenometrix hereby grants [ * ] an exclusive, [ * ] option to acquire a
license under Xenometrix's gene expression profiling patents and patent
applications as set forth in Exhibit A attached hereto. The field for such
option and a license would be [ * ], such definition to be more precisely
negotiated in the final agreement. Terms and conditions of the license,
including those relating to exclusivity, are to be negotiated. Xenometrix
will not enter into any agreements with third parties relating to the
potential license in the field during the option period. The parties will
begin good faith negotiations for completion of a full license, the
detailed terms of which will be negotiated and the parties anticipate will
be completed within the sixty days. The option period may be extended by
mutual agreement of the parties.
2) The parties anticipate that the full license will be negotiated over the
next 60 day period. During the sixty day period [ * ] and Xenometrix will :
o Negotiate such a license in good faith. It is anticipated that the
terms of the license will provide for exclusivity in the field of [ *
], with reasonable cooperative rights of enforcement and sublicensing
only in such field. The license will provide for payment of
reasonable royalties and/or milestone payments resulting from sales
of licensed products and services, and will provide for stacking
provisions accounting for any required royalty payments to others.
The parties do not anticipate that the royalty rate for covered
products will exceed about [ * ]% of net sales of products and
services covered by the license (anticipated to include products sold
for study of comparative analysis of expression with exposure to
potential therapeutic agents) or, in the alternative, will provide
for annual fixed fee or milestone based payments. Such license will
include other conventional licensing conditions;
o Explore, discuss and potentially negotiate [ * ];
o Explore, discuss and potentially negotiate develop a research and
development funding plan whereby Xenometrix would develop [ * ]; and
* CERTAIN CONFIDENTIAL MATERIAL CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.
<PAGE> 2
o Explore, discuss and potentially negotiate the development of [ * ],
possibly involving third parties.
3) In return for the option and other consideration set forth herein, [ * ]
agrees to pay Xenometrix [ * ] upon execution of this letter agreement. In
the event that an agreement is not completed within sixty (60) days, [ * ]
will pay Xenometrix [ * ] decreased by [ * ]% per month until an agreement
is completed or the [ * ] option period expires. [ * ] may, at its option,
terminate this agreement after sixty (60) days, with no further obligation
to Xenometrix. All payments will be creditable to the payment of any
royalties or milestone payments provided for in the license.
We look forward to working with you to form a strategic alliance which we
believe will result in exciting business opportunities for both of our
companies.
Sincerely,
XENOMETRIX, INC.
/s/ Stephen J. Sullivan 2/24/98
- ---------------------------------------------
By: Stephen J. Sullivan
Title: President and Chief Executive Officer
Accepted and approved as of the date stated
above:
[ * ]
By: [ * ]
Title: [ * ]
* CERTAIN CONFIDENTIAL MATERIAL CONTAINED IN THIS DOCUMENT HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE
24B-2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED.
<PAGE> 3
EXHIBIT A
EUKARYOTIC GENE PROFILING
<TABLE>
<CAPTION>
Country Patent/Application # Filing Date Issue Date Comments
<S> <C> <C> <C> <C>
US 08/008,896 1/21/93 Abandoned
US 08/374,641 7/21/95 CIP; Notice of Allowance 2/17/98
Australia 61243/94 1/21/94
Canada 2154265 1/21/94
EPC 0 680 517 1/21/94 Issued 11/12/97; issue date 11/12/97
Austria, Belgium, Denmark, France, UK,
Germany, Greece, Ireland, Italy,
Luxembourg, Monaco, Portugal, Spain,
Sweden, Switzerland
Japan 6-517147 1/21/94
Singapore 9601405-5 2/13/96
PCT US94/00583 1/21/94
Germany 694 06 772.5-08 11/25/97
</TABLE>
<PAGE> 4
EXHIBIT A
BACTERIAL GENE PROFILING
<TABLE>
<CAPTION>
Country Patent/Application # Filing Date Issue Date Comments
<S> <C> <C> <C> <C>
U.S. 08/367,122 1/6/95 12/31/96 Patent No. 5,589,337
EPO 0651825 7/6/93 1/14/98 Issued
U.S. 08/231,990 4/21/94 12/17/96 Patent No. 5,585,232
Singapore 9601688-6 2/14/96
Canada 2,139,667 7/6/93
Japan 6-503562 7/6/93
Korea 95-700038 7/6/93
U.S. 07/910793 7/6/92 Abandoned
Australia 45884/93 7/6/93
Norway 95.0040 7/6/93
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1998 AND THE CONSOLIDATED STATEMENT
OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 139
<SECURITIES> 0
<RECEIVABLES> 56
<ALLOWANCES> 20
<INVENTORY> 81
<CURRENT-ASSETS> 354
<PP&E> 1,333
<DEPRECIATION> 625
<TOTAL-ASSETS> 1,384
<CURRENT-LIABILITIES> 2,634
<BONDS> 0
0
0
<COMMON> 3
<OTHER-SE> (1,253)
<TOTAL-LIABILITY-AND-EQUITY> 1,384
<SALES> 497
<TOTAL-REVENUES> 497
<CGS> 418
<TOTAL-COSTS> 418
<OTHER-EXPENSES> 2,414
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 567
<INCOME-PRETAX> (2,902)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,902)
<EPS-PRIMARY> (0.98)
<EPS-DILUTED> (0.98)
</TABLE>
