<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 1, 1995
SEQUUS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-15847 94-3031834
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
960 Hamilton Court
Menlo Park, CA 94025
(Address of principal executive offices
and zip code)
Registrant's telephone number, including
area code: (650) 323-9011
(former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On January 1, 1995, SEQUUS Pharmaceuticals, Inc., a Delaware corporation
("SEQUUS"), entered into a Master Research Services and License Agreement (the
"Agreement") with Yissum Research Development Company of the Hebrew University
("Yissum"). Pursuant to this Agreement, Yissum has granted SEQUUS an exclusive
license to patents relating to the technology used in SEQUUS' DOXIL product and
Yissum will perform a specified research program relating to SEQUUS' DOXIL
product and STEALTH technology. SEQUUS and Yissum Research Development Company
of the Hebrew University amended the agreement on May 2, 1995, September 11,
1996 and June 1, 1998.
A copy of the Agreement and the amendments thereto are attached hereto as
Exhibits 10.29, 10.30, 10.31 and 10.32 and are incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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10.29*+ Master Research Services and License Agreement dated as of January 1,
1995, by and among SEQUUS Pharmaceuticals, Inc. and Yissum Research
Development Company of the Hebrew University and exhibits thereto.
10.30*+ Amendment I: Specified License Agreement dated as of May 2, 1995, by and
among SEQUUS Pharmaceuticals, Inc. and Yissum Research Development
Company of the Hebrew University.
10.31*+ Amendment II: Specified Research Agreement dated as of September 11,
1996, by and among SEQUUS Pharmaceuticals, Inc. and Yissum Research
Development Company of the Hebrew University.
10.32* Amendment to Agreement dated as of June 1, 1998, by and among SEQUUS
Pharmaceuticals, Inc. and Yissum Research Development Company of the
Hebrew University.
* Certain confidential information contained in this exhibit, marked by
brackets, has been omitted and filed separately with the Securities and
Exchange Commission based upon a request for confidential treatment
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
+ Previously filed
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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 hereunto duly authorized.
SEQUUS PHARMACEUTICALS, INC.
Dated: February 10, 1999 By: /s/ John Richard
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Name: John Richard
Title: Executive Vice President of Business
Development
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
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10.29*+ Master Research Services and License Agreement
dated as of January 1, 1995, by and among
SEQUUS Pharmaceuticals, Inc. and
Yissum Research Development Company
of the Hebrew University and exhibits thereto.
10.30*+ Amendment I: Specified License Agreement dated
as of May 2, 1995, by and among SEQUUS
Pharmaceuticals, Inc. and Yissum Research
Development Company of the Hebrew University.
10.31*+ Amendment II: Specified Research Agreement dated
as of September 11, 1996 by and among SEQUUS
Pharmaceuticals, Inc. and Yissum Research
Development Company of the Hebrew University.
10.32* Amendment to Agreement dated as of June 1, 1998,
by and among SEQUUS Pharmaceuticals, Inc. and
Yissum Research Development Company of the
Hebrew University.
* Certain confidential information contained in this exhibit, marked by
brackets, has been omitted and filed separately with the Securities and
Exchange Commission based upon a request for confidential treatment
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
+ Previously filed
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Exhibit 10.32
[*]= Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and
Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act
of 1934, as amended.
AMENDMENT TO AGREEMENT
WHEREAS, YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF
JERUSALEM of 46 Jabotinsky Street, Jerusalem, Israel (hereinafter referred to as
"Yissum") and SEQUUS PHARMACEUTICALS, INC. (formerly, Liposome Technology, Inc.
or "LTI"), a Delaware Corporation, of 960 Hamilton Court, Menlo Park, California
94025 (hereinafter referred to as "SEQUUS") previously entered into a certain
Master Research Services and License Agreement of January 1, 1995 (the
"Agreement");
AND WHEREAS, Yissum and SEQUUS now wish to clarify and amend the Agreement
by this instrument ("Amendment to Agreement") effective June 1, 1998 ("Effective
Date of Amendment to Agreement");
NOW THEREFORE, the parties hereto agree as follows:
1. Capitalized Terms: The terms capitalized in this Amendment to Agreement
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shall have the same meaning as specified in the Agreement.
2. Definition of "Sublicense": Sublicense shall mean the granting by SEQUUS to
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a third party of the right to INDEPENDENTLY use a License Patent (i.e.,
technology licensed from Yissum). The term "INDEPENDENTLY" shall mean the
undertaking by a third party of all or substantially all of a product
development effort with no or with negligible assistance from SEQUUS. (For
example, SEQUUS has obtained an exclusive license to Technology for [*]. SEQUUS
uses this Technology to manufacture DOXIL and, appropriately, pays the Licensor
a royalty on product sales. SEQUUS has sublicensed this Technology to a third
party for the development of in vitro diagnostic products. SEQUUS receives
royalty payments on the sale of such diagnostic products and, appropriately,
shares its royalty payments with the Licensor.)
Conversely, the granting by SEQUUS to a third party of the right to assist
in the development, distribution, marketing, sale or manufacture of a
pharmaceutical product encompassing a License Patent, all or substantially all
of which product has been developed by SEQUUS, shall NOT constitute a Sublicense
as the term is used herein. By way of example, SEQUUS's agreement with
Schering-Plough for the distribution of DOXIL does not constitute a Sublicense.
Similarly, SEQUUS's agreement with Bayer for the pharmaceutical development of a
ciprofloxacin product does not constitute a Sublicense.
3. Amendment of Clause 5.3 the Agreement: (the old Clause 5.3 is deleted) Upon
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exercise of SEQUUS's option for an exclusive or a non-exclusive license as set
forth in 4.2 of the Agreement, the parties will enter into good faith
negotiations of the terms of a Specific License Agreement containing usual and
customary business terms to be agreed upon between the parties.
[*] =CONFIDENTIAL TREATMENT REQUESTED
1.
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The above terms and royalties will be determined at such time as the
business considerations specified below are known by the parties but in any case
not later than by the time of submission of NDA.
It is hereby specified that the royalties payable to Yissum for an
exclusive or a non-exclusive license shall be not more than [*] and not less
than [*] of Net Sales of Licensed Product, taking into account any and all
business considerations, including but not limited to: the commercial value
relative to competing products; the type of invention and breadth of claims; the
marketing exclusivity afforded to SEQUUS by virtue of the license; the
particular market involved; joint inventorship by employees or agents of SEQUUS;
the existence of third party patents with claims related to Licensed Product;
and other SEQUUS trade secrets or proprietary technology required for
manufacture, use, or sale of Licensed Product.
Failing an agreement between the parties on the amount of royalties, the
amount shall be determined, within the above minimum and maximum amounts, by the
arbitrator provided for in Article X of the Agreement.
Notwithstanding the above, SEQUUS will be entitled to exercise the option
for a nonexclusive license for "Yissum Technology" provided that, if SEQUUS
wants to obtain such nonexclusive license, Yissum may also use or sublicense (on
a nonexclusive basis) to a third party that Technology as well as applicable
"SEQUUS Technology" for the development of product(s) which do not compete with
"SEQUUS Products". Furthermore, provided that "SEQUUS Technology" is applicable
to development of product(s) with a third party and provided that such
product(s) do not compete with "SEQUUS Products", either party may request a
non-exclusive license to the other party's technology and such request shall not
be unreasonably withheld.
4. Royalties Payable to Yissum for Sublicense: For any Sublicense (as defined
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in paragraph 1 of this Amendment to Agreement) granted by SEQUUS to a third
party, SEQUUS shall pay to Yissum [*] of all royalty and other financial
consideration and/or quid pro quo that SEQUUS may receive from such Sublicensee.
5. Consideration for Amendment to Agreement: Upon execution of this Amendment
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to Agreement, SEQUUS shall pay Yissum the amount of [*] and hereby grants to
Yissum (for no additional consideration) the right to purchase one hundred
twenty thousand (120,000) shares of SEQUUS Common Stock at a share price of
$7.6875 per share (i.e., the closing price of SEQUUS Common Stock on the Nasdaq
national market system on December 5, 1997) in accordance with the SEQUUS
Consultant Stock Option Plan. The shares under the above program to be issued
upon the exercise of the stock option and the payment of the share price will be
ordinary shares of the Company with voting and equity rights and all other
rights not to be inferior than the current shares of the Company.
6. Joint Inventions: Notwithstanding the terms of the Agreement, it is hereby
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agreed that any Invention jointly conceived by SEQUUS and Yissum Personnel
acting as advisors to SEQUUS shall be joint inventions of Yissum and SEQUUS to
be governed by international patent law and practice that applies to jointly-
owned inventions.
[*] =CONFIDENTIAL TREATMENT REQUESTED
2.
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7. Potential for Additional Funding: If SEQUUS receives funding for the
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development (including the clinical development) of a product incorporating
"Yissum Technology", SEQUUS shall provide [*] as appropriate with an opportunity
to participate in the development activities provided that such activities are
under the control of SEQUUS and further provided that, at the sole discretion of
SEQUUS, it is determined that [*] have the capabilities to participate in a
timely manner in the development activities.
8. See 8 below
9. Entire Agreement: This Amendment of Agreement and the Agreement represent
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the entire agreement and understanding between the parties with respect to the
subject matter and supersede any prior and/or contemporaneous discussions,
representations, or agreements, whether written or oral, of the parties
regarding the subject manner. Further amendments or changes shall be of no
force unless they are in writing and signed by duly authorized representatives
of the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Agreement to be duly executed as of the Effective Date of this Amendment to
Agreement.
YISSIM RESEARCH DEVELOPMENT COMPANY SEQUUS PHARMACEUTICALS, INC.
By: /s/ Moti Perlmutter By: /s/ I. Craig Henderson
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Moti Perlmutter, Managing Director I. Craig Henderson, M.D., Chairman
Director and CEO of the Board and CEO
Date: June 11, 1998 Date:________________________________
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8. Research Funding. Per the letter from Dr, I. Craig Henderson to Mr. Moti
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Perlmutter (a copy of which is attached hereto) Seques hereby undertakes and is
committed provide a combined total of a minimum amount not less than [*] for a
period of [*], to support research activities conducted in the laboratories of
[*], respectively, such funding to commence on the Effective Date of this
Amendment of Agreement.
[*] =CONFIDENTIAL TREATMENT REQUESTED
3.
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[Letterhead of Sequus Pharmaceuticals, Inc.]
June 4, 1998 Federal Express
---------------
Mr. Moti Perlmutter
Managing Director and CEO
Yissum Research Development Company
of the Hebrew University of Jerusalem
46 Jabotinsky Street
POB 4279
Jerusalem 91042, Israel
Re: Research Funding for the Laboratories of [*]
Dear Mr. Perlmutter:
This is to confirm that according to Clause 8 in the Amendment to Agreement
SEQUUS Pharmaceuticals, Inc. will provide a combined total of a minimum not less
than [*], for a period of [*], to support research activities conducted in the
laboratories of [*], respectively, such funding to commence on the Effective
Date of the Amendment to Agreement (i.e., the Amendment to the Master Research
and License Agreement between Yissum and SEQUUS). It is understood that the
precise funding commitment for any [*] during the [*] funding commitment period
shall be made no later than [*]. It is also understood that any such research
funding shall be governed by all applicable provisions of the January 1995
Master Research and License Agreement between the parties.
Please indicate your concurrence with this research funding arrangement by
signing below and returning one copy to me.
Sincerely,
SEQUUS Pharmaceuticals, Inc.
/s/ I. Craig Henderson
I Craig Henderson, M.D.
Chairman of the Board
Chief Executive Officer
Agreed: /s/ Moti Perlmutter Date: June 11, 1998
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Mr. Moti Perlmutter, Managing Director and CEO
Yissum Research and Development Company
of the Hebrew University of Jerusalem
[*] =CONFIDENTIAL TREATMENT REQUESTED
