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Filed by Amgen Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Kinetix Pharmaceuticals, Inc.
Commission File No. 000-12477
THE FOLLOWING IS AN E-MAIL COMMUNICATION FROM KEVIN SHARER, CHIEF EXECUTIVE
OFFICER AND PRESIDENT OF AMGEN DISSEMINATED TO AMGEN EMPLOYEES IN CONNECTION
WITH THE ACQUISITION OF KINETIX PHARMACEUTICALS, INC. BY AMGEN PURSUANT TO AN
AGREEMENT AND PLAN OF MERGER.
I am pleased to announce that Amgen has signed an agreement to acquire
Kinetix Pharmaceuticals, an innovator in small molecule drug discovery. This
acquisition will be an important step in accelerating our small molecule drug
discovery program. It will bolster our capabilities in the discovery of protein
kinase inhibitors, which represent an exciting new class of small molecule
drugs, with the addition of Kinetix President and CEO Nick Lydon, Ph.D., who has
18 years of experience in the pharmaceutical industry and is a leader in the
protein kinase field; and David Annistead, Ph.D., Kinetix vice president of
research and development and chief scientific officer, who has 13 years of
experience in the pharmaceutical and biotechnology industries, including senior
positions at Vertex and Merck Sharp and Dohme Research Laboratories.
In addition to Nick and David, we plan to gain approximately 40 highly
qualified employees, many of whom have significant experience in small molecule
drug research and development. This group of employees will remain in the Boston
area under the leadership of David Annistead, eventually moving to our Kendall
Square facility in Cambridge.
Building our capabilities in small molecule drugs will help us capitalize
on our early and significant work in genomics, a key to bringing new innovations
to patients. This is fundamental to fulfilling our aspiration to be the best
human therapeutics company.
Kinetix provides a discovery platform engine that we believe can quickly
produce and optimize high quality lead compounds. Kinetix uses virtual screening
models to discover novel leads, and then tests chemicals in the lab against an
array of more than 80 structurally related kinases. The next step is to
"decorate" the leads for selectivity and potency against specific kinases. Dr.
Lydon has said: "We X-ray crystallographic information to dial in specificity."
He has described the Kinetix approach in this way: "The value here is not the
targets, per se; the value here is having chemical scaffolds that you can
decorate for drug selectivity... Kinetix is trying to cover a large chemical
space and we have many more scaffolds than we can possibly work on."
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The lead programs at Kinetix align with two of Amgen's core therapeutic
areas, cancer/oncology and inflammation. Kinetix also has programs in immunology
and asthma/allergy.
Kinetix President and CEO Nick Lydon, Ph.D., will become vice president--
small molecule drug discovery and will be based in Thousand Oaks. Dr. Lydon
started his pharmaceutical career at Schering Plough where he worked on the
Interferon program. He moved to Ciba-Geigy in 1985, where he was responsible
for the protein kinase signal transduction inhibitor projects. Dr. Lydon served
as the project team leader for a number of protein kinase inhibitors that
progressed into development, including STI-571, which has shown dramatic
efficacy in clinical trials. In addition to R&D responsibilities, Dr. Lydon
served as a member of the Novartis Oncology Management Committee with
responsibility for licensing, business development and research strategy. He
received his Ph.D. in Biochemistry from the Medical Sciences Institute,
University of Dundee, in Scotland.
David Annistead, Ph.D., vice president of research and development and
chief scientific officer, will assume responsibility for Amgen's research
presence in Boston and become a vice president of chemistry. Before joining
Kinetix, Dr. Annistead held the position of Head of Immunosuppressive Research
and Development and Senior Scientist-Medicinal Chemistry at Vertex. His research
there focused on the use of structure-based drug design for the identification
and development of novel therapeutic agents in the areas of immune suppression,
cancer, inflammation, neuroprotection and nerve regeneration. Prior to joining
Vertex, Dr. Armistead was the senior research chemist in Inflammation and
Immunology at Merck Sharp and Dohme Research Laboratories (Merck and Co., Inc.).
The deal is expected to close in the near future. In the meantime, we have
put together an integration team, led by Geoff Slaff, vice president of process
development and protein science that will work to combine the talents of our
small molecule drug discovery program at Amgen with their future colleagues at
Kinetix. We expect full integration by the end of the year and we will update
you as we move forward.
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Amgen will file with the Securities and Exchange Commission a Registration
Statement on Form S-4 and other documents regarding the proposed business
combination transaction referenced in this document. Kinetix stockholders are
urged to read the Registration Statement, when it becomes available, because it
will contain important information. A definitive proxy statement/prospectus will
be sent to stockholders of Kinetix seeking their approval of the proposed
transaction. You may obtain a free copy of the Registration Statement and the
proxy statement/prospectus (when it is available) and other documents filed by
Amgen with the Commission at the Commission's web site at www.sec.gov. The
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proxy statement/prospectus and these other documents may also be obtained
without charge by Kinetix stockholders by directing a request to: Amgen Inc.,
One Amgen Center Drive, Thousand Oaks, CA 91320-1799, Attn: Investor Relations.
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This document contains forward-looking statements that involve significant
risks and uncertainties, including those discussed below and more fully
described in the Securities and Exchange Commission reports filed by Amgen,
including our most recent Form 10-Q. Amgen conducts research in the
biotechnology/pharmaceutical field where movement from concept to product is
uncertain; consequently, there can be no guarantee that any particular product
candidate will be successful and become a commercial product. Furthermore, our
research, testing, pricing, marketing and other operations are subject to
extensive regulation by domestic and foreign government regulatory authorities.
In addition, sales of our products are affected by reimbursement policies
imposed by third party payors, including governments, private insurance plans
and managed care providers. These government regulations and reimbursement
policies may affect the development, usage and pricing of our products. In
addition, while we routinely obtain patents for our products and technology, the
protection offered by our patents and patent applications may be challenged,
invalidated or circumvented by our competitors.
