<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
Commission file number: 0-27406
CONNECTIVE THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3173928
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
3400 WEST BAYSHORE ROAD
PALO ALTO, CALIFORNIA 94303
(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 843-2800
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 at least the past 90 days. Yes X No
--- ---
As of July 18, 1996, 7,382,904 shares of the Registrant's common stock were
outstanding, at $0.001 par value.
<PAGE> 2
The undersigned Registrant hereby amends Part II, Item 6 and the following
exhibit to the Quarterly Report on Form 10-Q for the fiscal quarter ended June
30, 1996, as set forth below:
The Registrant is amending Part II, Item 6 and is refiling Exhibit
10.27 in response to the Commission Staff's comments regarding the
Registrant's application for an order granting confidential treatment of
certain portions of such exhibit.
<PAGE> 3
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Number Exhibit Table
3.1* Restated Certificate of Incorporation of Registrant
and Certificate of Amendment thereto
3.2* Bylaws of Registrant
3.3* Form of Amended and Restated Certificate of
Incorporation filed with the Delaware Secretary of
State to effect the Company's one-for-4.4477
reverse stock split
3.4* Form of Amended and Restated Certificate of
Incorporation filed with the Delaware Secretary of
State upon the closing of the Company's initial
public offering
3.5* Form of Bylaws effective upon the closing of the
Company's initial public offering
4.1* Form of Common Stock Certificate
10.1* Form of Indemnification Agreement
10.2* 1994 Stock Plan and form of Option Agreement and
Stock Purchase Agreement
10.3* 1995 Employee Stock Purchase Plan and form of
Subscription Agreement
10.4* 1995 Directors' Stock Option Plan and form of
Option Agreement
10.5* Third Amended and Restated Registration Rights
Agreement dated February 14, 1995 among the
Registrant and certain security holders of the
Registrant and Amendments Nos. 1 and 2 thereto
dated May 31, 1995 and September 28, 1995
10.6+* License Agreement dated September 27, 1993, between
Genentech, Inc. and the Company, Amendment dated
July 14, 1994, and side letter agreement dated
November 17, 1994
10.7+* Subordinated Promissory Note, dated June 3, 1994,
payable to XOMA Corporation
10.8* Assignment and Assumption Agreement, dated June 3,
1994, by and between the Company and XOMA
Corporation
10.9+* Technical Collaboration and Manufacturing
Agreement, dated May 24, 1994, by and between the
Company and Scios Nova Inc.
10.10+* Technology Acquisition Agreement dated June 3, 1994
by and between the Company and XOMA Corporation,
and License Agreement dated February 27, 1990 by
and between Arthur A. Vandenbark, Ph.D. and XOMA
Corporation
10.11+* Agreement on Interferon Gamma-1B dated December 8,
1995 by and between the Company and Genentech, Inc.
10.12+* Equipment Lease Line, dated May 31, 1994 with Lease
Management Services, Inc.
10.13+* Business Loan Agreement, dated July 19, 1995,
between the Company, Silicon Valley Bank and
MMC/GATX Partnership No. 1
10.14+* Research Collaboration and Assignment Agreement,
dated July 1, 1994, between the Company and Dr.
Arthur A. Vandenbark
10.15* Employment and Bonus Agreement between the Company
and Edward Amento, dated
- 11 -
<PAGE> 4
November 17, 1993
10.16* Secured Loan Agreements between the Company and
Edward Amento dated November 1, 1993 and July 11,
1994, respectively
10.17* Consulting Agreement dated November 17, 1993
between the Company and Brian Seed
10.18* Consulting Agreement dated November 17, 1993
between the Company and Eugene Bauer
10.19* Employment Agreement dated June 9, 1994 between the
Company and Thomas Wiggans
10.20* Loan Agreements between the Company and Thomas
Wiggans dated July 15, 1994 and August 1, 1994
10.21* Letter Agreement with G. Kirk Raab dated October 1,
1995
10.22* Sublease Agreement with Systemix dated December 6,
1993
10.23* Facility Master Lease between the Company and
Renault & Handley dated February 9, 1994
10.24* Master Bridge Loan Agreement between the Company
and certain investors dated December 7, 1995
10.25* Agreement with William Albright dated November 17,
1995
10.26* Loan and Security Agreement dated December 21, 1995
by and among the Company, Silicon Valley Bank and
MMC/GATX Partnership No. 1
10.27**++ Agreement on Relaxin Rights in Asia dated April 1,
1996 between the Company and Mitsubishi Chemical
Corporation (Exhibits A and B to Exhibit 27 have
been previously filed as Exhibit 10.6 above.
Confidential Treatment has been granted as to
certain portions of Exhibit 10.6 by the SEC.)
10.28***++ Soltec License Agreement dated June 14, 1996
27.1*** Financial Data Schedule
-----------------
* Incorporated by reference to exhibit of the same
number in the Company's Registration Statement on
Form S-1 and Amendments No. 1, 2, 3, and 4 thereto
(Registration No. 33-80261) which became effective
on January 31, 1996.
** Being refiled in connection herewith.
*** Previously filed in connection with the Company's
Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.
+ Confidential treatment has been granted as to
certain portions of this Exhibit by the Securities
and Exchange Commission.
++ Confidential treatment has been requested as to
certain portions of this Exhibit
(b) Reports on Form 8-K.
None.
- 12 -
<PAGE> 5
SIGNATURE
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.
CONNECTIVE THERAPEUTICS, INC.
By: /s/ CYNTHIA M. BUTITTA
--------------------------------
Cynthia M. Butitta
Vice President, Finance and Administration
and Chief Financial Officer
Date: September 23, 1996
- 13 -
<PAGE> 1
EXHIBIT 10.27
AGREEMENT ON RELAXIN RIGHTS IN ASIA
THIS AGREEMENT, is effective April 1, 1996, by and between Connective
Therapeutics, Inc., ("CONNECTIVE"), a corporation of the State of Delaware,
having an address at 3400 West Bayshore Road, Palo Alto, California 94303,
Mitsubishi Chemical Corporation (formerly Mitsubishi Kasei Corporation
"MITSUBISHI"), a corporation organized and existing under the laws of Japan,
having an address at 5-2, Marunouchi 2-chome, Chiyoda-ku, Tokyo 100 Japan, and
Genentech, Inc. ("GENENTECH"), a corporation of the State of Delaware, having an
address at 460 Point San Bruno Boulevard, South San Francisco, California 94080.
WHEREAS, pursuant to an agreement between GENENTECH and MITSUBISHI
dated June 30, 1987 as amended (the "MITSUBISHI Agreement") GENENTECH has
granted to MITSUBISHI an exclusive license for Relaxin in the territory of
Japan, the Republic of Korea and the Republic of China (the "Asia Territory");
and
WHEREAS, pursuant to an agreement dated September 27, 1993 (the
"CONNECTIVE Agreement" a copy of which, redacted for financial terms, is
attached hereto as Exhibit A and incorporated herein by reference), GENENTECH
has granted to CONNECTIVE an exclusive license for Relaxin, worldwide except for
the Asia Territory; and
WHEREAS, pursuant to an amendment to the CONNECTIVE Agreement dated
July 14, 1994 (the "CONNECTIVE Amendment" a copy of which, redacted for
financial terms, is attached hereto as Exhibit B and incorporated herein by
reference) GENENTECH has agreed that upon any re-acquisition by GENENTECH from
MITSUBISHI of rights to Relaxin for the Asia Territory the Territory under the
CONNECTIVE Agreement shall be redefined to include the Asia Territory; and
WHEREAS, for good and valuable consideration as provided herein
MITSUBISHI is willing to relinquish to CONNECTIVE, through GENENTECH, all of its
rights to Relaxin;
NOW, THEREFORE, in consideration of the mutual promises contained
herein CONNECTIVE, MITSUBISHI and GENENTECH agree as follows:
1.0 CERTAIN DEFINITIONS
1.1 Unless otherwise specified, the terms with initial capitalization
in this Agreement shall have the same meanings as those given to them in the
CONNECTIVE Agreement and the MITSUBISHI Agreement.
<PAGE> 2
AGREEMENT ON RELAXIN RIGHTS IN ASIA PAGE 2
2.0 LICENSE GRANT
2.1 MITSUBISHI hereby returns to GENENTECH and relinquishes all of
MITSUBISHI's rights specifically including the rights to make, use and sell
Relaxin under the MITSUBISHI Agreement. By execution of this Agreement,
MITSUBISHI's due diligence obligations pursuant to Section 2.11 of the
MITSUBISHI Agreement, to the extent such obligations pertain to relaxin, shall
be deemed to have been satisfied.
2.2 The Territory under the CONNECTIVE Agreement as amended is hereby
redefined to include the Asia Territory.
2.3 MITSUBISHI hereby grants to CONNECTIVE a worldwide non-exclusive
license under any of MITSUBISHI's intellectual property rights held as of the
effective date of this Agreement, which would be infringed by CONNECTIVE's or
its sub-licensees' manufacture, use or sale of Relaxin ("MITSUBISHI I.P.").
3.0 ROYALTIES
3.1 CONNECTIVE shall pay MITSUBISHI a royalty in the amount of [*] of
CONNECTIVE's Net Sales of each Relaxin Product and Combination Product
containing Relaxin in each country within the Asia Territory where such Relaxin
Product or Combination Product is within the scope of a valid claim of one or
more Patent Rights in such country, to be calculated and paid to MITSUBISHI in
the manner provided for royalties owed to GENENTECH in the CONNECTIVE Agreement
as amended.
3.2 CONNECTIVE shall pay GENENTECH such royalties as are required under
the CONNECTIVE Agreement as amended, including the Asia Territory within the
scope of Territory as defined therein.
3.3 The provisions of Section 4.1.2 through Section 4.1.7 of the
CONNECTIVE Agreement shall apply to the payment to MITSUBISHI pursuant to
Section 3.1 above mutatis mutandis.
4.0 TERM
4.1 Unless otherwise terminated earlier, the licenses from MITSUBISHI
and the royalty obligations to MITSUBISHI under this Agreement will
automatically expire on a country-by-country basis upon the later of either: (i)
12 years from first commercial sale of a Relaxin Product, or (ii) the expiration
(or revocation) of the last to expire (or to be revoked) of the Patent Rights in
each country in the Asia Territory with respect to such Licensed Product. After
the expiration of the license in each such country, CONNECTIVE shall have a
fully paid, non-revocable license under any MITSUBISHI I.P. in that country.
4.2 The provisions of Section 7.2 of the CONNECTIVE Agreement shall
apply to this Agreement mutatis mutandis.
*Confidential treatment has been requested for the omitted language.
All such omitted material has been filed separately with the SEC.
<PAGE> 3
AGREEMENT ON RELAXIN RIGHTS IN ASIA PAGE 3
5.0 GENERAL PROVISIONS
5.1 This Agreement shall be interpreted and enforced in accordance with
the laws of California (regardless of the choice of law principles of California
or any other jurisdiction).
5.2 If any provision of this Agreement is or becomes or is deemed to be
invalid, illegal, or unenforceable in any jurisdiction: such provision will be
deemed amended to conform to applicable laws of such jurisdiction so as to be
valid and enforceable, or, if it cannot be so amended without materially
altering the intention of the parties, it will be stricken; the validity,
legality and enforceability of such provision will not in any way be affected or
impaired thereby in any other jurisdiction; and the remainder of this Agreement
will remain in full force and effect.
5.3 Any notice, requests, delivery, payment, approval or consent
required or permitted to be given under this Agreement shall be in writing and
shall be deemed to have been sufficiently given if delivered in person, via
courier, or sent by registered or certified mail at the address first set forth
above.
5.4 This Agreement may be executed in three or more counterparts, each
of which shall be deemed an original for all purposes, but all of which together
shall constitute one and the same instrument.
5.5 This Agreement sets forth the entire agreement of the parties with
respect to the subject matter hereof. This Agreement may not be modified except
by a writing signed by the parties' authorized representatives.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers as of the day and year
first written above.
CONNECTIVE MITSUBISHI CHEMICAL GENENTECH, INC.
THERAPEUTICS, INC. CORPORATION
By: /s/Thomas G. Wiggans /s/Yousuke Ariyoshi /s/Cynthia J. Ladd
--------------------- ------------------- ------------------
Name: Thomas G. Wiggans Yousuke Ariyoshi Cynthia J. Ladd
--------------------- ------------------- ------------------
Title: President & CEO Managing Director VP - Corporate Law
--------------------- ------------------- --------------------
President, Pharmaceuticals
and Diagnostics Company
<PAGE> 4
EXHIBIT A
Filed on Form S-1 as Part of Exhibit 10.6 to the
Company's Registration Statement on Form S-1 (Reg. No. 33-80261)
with the Securities and Exchange Commission on December 12, 1995.
Certain portions of such Exhibit 10.6 have been granted
confidential treatment by the Securities and Exchange Commission.
<PAGE> 5
EXHIBIT B
Filed on Form S-1 as part of Exhibit 10.6 to the Company's Registration
Statement on Form S-1 (Reg. No. 33-80261) with the Securities and Exchange
Commission on December 12, 1995. Certain portions of such Exhibit 10.6 have
been granted confidential treatment by the Securities and Exchange Commission.
