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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 25, 1997
OncorMed, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-13768 52-1842781
(Commission File Number) (I.R.S. Employer Identification No.)
205 Perry Parkway, Gaithersburg, MD 20877
(Address of Principal Executive Offices) (Zip Code)
(301) 208-1888
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
Pursuant to a License, Services and Marketing Agreement (the "Incyte
Agreement"), dated February 25, 1997, the Company and Incyte Pharmaceuticals,
Inc., a Delaware corporation ("Incyte"), have formed a broad-based
collaboration in clinical genomics designed to create an integrated genomics
and sequence-based mutation analysis capability for the two companies. The
term of the Incyte Agreement expires on February 25, 2000 (the "Initial Term")
unless extended by mutual agreement or earlier terminated in accordance with
its terms.
The Company has agreed to perform certain specified clinical genomic
services relating to the creation of a tissue repository and the performance
of a gene functional studies program (the "Collaborative Services"). Incyte
has agreed to purchase a specified minimum of Collaborative Services during
each year of the Initial Term. In addition, under the terms of the Incyte
Agreement, the Company has obtained a non-exclusive, royalty-bearing license
(without the right to sublicense) to use Incyte's high-throughput sequencing
technology for use in the Company's clinical diagnostic services for a period
ending five (5) years following termination of the Incyte Agreement, subject
to certain limitations. In consideration for the grant of the license, the
Company has issued to Incyte (i) Four Hundred One Thousand Thirty Three
(401,033) shares of the Company's Common Stock (the "Definite Technology
Shares"), and (ii) a warrant to purchase up to an aggregate of ten percent
(10%) of the Company's Common Stock issued and outstanding on the date of such
warrant's exercise (the "Warrant Shares"). The warrant is exercisable until
February 25, 2000 at an exercise price per share equal to the greater of one
hundred-ten percent (110%) of the fair market value per share of Common Stock
on the trading day prior to the date of exercise and (i) Eight Dollars ($8.00)
per share (if the warrant is exercised on or prior to February 25, 1998), (ii)
Nine Dollars ($9.00) per share (if the warrant is exercised after February 25,
1998 but on or prior to February 25, 1999), or (iii) Thirteen Dollars and
Fifty Cents ($13.50) per share (if the warrant is exercised after February 25,
1999 but on or prior to February 25, 2000). Notwithstanding the foregoing,
Incyte has the option to fix the exercise price per share during each of the
aforementioned periods; provided, however, that in no event shall the exercise
price per share during each of the aforementioned periods be less than Eight
Dollars ($8.00) per share, Nine Dollars ($9.00) per share and Thirteen Dollars
and Fifty Cents ($13.50) per share, respectively.
Furthermore, pursuant to a Securities Purchase Agreement between the
Company and Incyte, Incyte purchased Three Hundred Seventy Two Thousand Five
Hundred Fifty Five (372,555) shares of Common Stock from the Company for Three
Million Dollars ($3,000,000) in the aggregate, or Eight Dollars and Five Cents
($8.05) per share (the "Cash Purchase Shares"). In addition, under the terms
of the Securities Purchase Agreement the Company has agreed to issue to
Incyte, under certain circumstances, up to an aggregate of One Hundred Thirty
Thousand Seven Hundred Twenty Six (130,726) shares of the Company's Common
Stock (the "Additional Shares"). Pursuant to the terms of an Investor's Rights
Agreement between the Company and Incyte, Incyte was granted certain
registration
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and other stockholder rights with respect to the Definite Technology Shares,
Warrant Shares, the Cash Purchase Shares and the Additional Shares.
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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.
OncorMed, Inc.
(Registrant)
By: /s/ Timothy J. Triche
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Name: Timothy J. Triche, M.D., Ph.D.
Title: Chairman and Chief Executive Officer
Dated: March 6, 1997
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