UNITED STATES
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
January 9, 2006
HALOZYME THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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000-49616
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88-0488686
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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11588 Sorrento Valley Road, Suite 17, San Diego, California
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92121
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (858) 794-8889
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01 Entry into Material Definitive Agreement.
On January 9, 2006, Halozyme Therapeutics, Inc. (Halozyme) and the University of Connecticut
Health Center (UCHC) entered into the First Amendment to License Agreement (the Amendment).
The Amendment is effective as of December 30, 2005 and amends the License Agreement Halozyme and
UCHC originally entered into on November 15, 2002 (the License Agreement).
The purpose of the Amendment is to revise Halozymes payment obligations to UCHC under the License Agreement. Pursuant to
the Amendment, in lieu of potential milestones and royalties for
Halozyme's protein-based PH20 products, Halozyme is obligated to make
annual technology access payments of $250,000, with the first payment due on February 23, 2006 and the final payment due
on February 23, 2015. The Amendment further provides that Halozymes diligence obligations under
the License Agreement shall be met through the payment of the annual technology access payments
described above and through the continued commercialization of its protein-based PH20 products.
Pursuant to the Amendment, if Halozyme terminates the Agreement prior to February 23, 2015 Halozyme
will be obligated to pay $250,000 to UCHC.
The preceding description of the Amendment is a summary of the material terms of that
agreement and does not purport to be complete, and is qualified in its entirety by the copy of such
agreement which is attached to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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First Amendment to License Agreement, effective as of December 30, 2005
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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.
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Halozyme Therapeutics, Inc.
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January 11, 2006
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By:
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/s/ David A. Ramsay
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David A. Ramsay
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Secretary and Chief Financial
Officer
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EXHIBIT 99.1
FIRST AMENDMENT TO
LICENSE AGREEMENT
This FIRST AMENDMENT TO THE LICENSE AGREEMENT (this First Amendment), effective as of
December 30th, 2005 (the First Amendment Effective Date), is entered into by and between the
University of Connecticut Health Center (UCHC), a public institution of higher education, c/o its
Center for Science and Technology Commercialization, with a principal office at 263 Farmington
Avenue, Farmington, CT 06030-6207, and Halozyme, Inc. (HALOZYME), a California Corporation, with
a principal place of business at 11588 Sorrento Valley Road, Suite 17, San Diego, CA 92121, and is
the first amendment to that LICENSE AGREEMENT (the License Agreement) between UCHC and Deliatroph
Pharmaceuticals, Inc. (the predecessor-in-interest of HALOZYME) that was entered into as of
November 15, 2002. Each of UCHC and HALOZYME are sometimes referred to herein as a party,
collectively as the parties.
WHEREAS, Section 3.1(b)-(d) of the License Agreement provides for certain payments which are
to be made in connection with the development and commercialization of LICENSED PRODUCT as that
term is defined in the License Agreement;
WHEREAS, Section 1.3 of the License Agreement provides that LICENSED PRODUCT shall mean any
product which (or the use of which) absent the license granted hereunder, would infringe one or
more Valid Claims of the Patent Rights, as those terms are defined in the License Agreement;
WHEREAS, the Patent Rights are directed to PH20 isolated DNA or a DNA expression
construct;
WHEREAS, HALOZYME and its predecessor-in-interest have developed protein products comprising
PH20 hyaluronidase, particularly PH20 enzymes;
WHEREAS, PH20 DNA-based products may be developed and used for therapy but are not expected to
be approved for use in humans and/or sold commercially for some time after the development of PH20
protein products, particularly after the in vivo testing and use of PH20 protein products in
humans;
WHEREAS, pursuant to the terms provided below, the parties are willing for UCHC to share in
HALOZYMEs current and ongoing commercial success in the development and commercialization of
protein-based PH20 products derived from vectors and/or cell lines produced using modified PH20
DNAs, including PH20 enzymes (PROTEIN PRODUCT(S)) even though such PROTEIN PRODUCT(S) do not meet
the agreed-upon definition of LICENSED PRODUCT (for reasons as noted above) since the development
of such PROTEIN PRODUCTS would effectively represent commercialization of the underlying technology
in satisfaction of both parties obligations to promote utilization of the technology;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained in the
License Agreement (and including the amendments contained herein), the parties agree to amend the
License Agreement as follows:
In Section 2.1, the following parenthetical is added at the end of the paragraph: (including,
by way of further illustration and without limitation, the use of LICENSED PRODUCTS for the
generation of vectors and/or cell lines comprising PH20 DNA, which vectors and/or cell lines may be
used to produce PH20 proteins).
In Section 3.1, 3.1(a) is deleted in its entirety and new subsections 3.1(a1)-(a3) are
inserted as follows to provide UCHC with payments related to the commercialization of PROTEIN
PRODUCT(S):
"(a1)
Supplemental License Fee
. Within thirty (30) days of March 1, 2005, Halozyme,
Inc. (HALOZYME, as the successor-in-interest of DELIATROPH) shall owe to UCHC a one-time
Supplemental License Fee of Twenty Five Thousand Dollars ($25,000), which payment is considered to
have been satisfied by HALOZYMEs payment to UCHC of Twenty Five Thousand Dollars ($25,000) (which
was made by check to UCHC dated March 4, 2005);
"(a2)
Technology Access Fee
. Within thirty (30) days of May 1, 2005, HALOZYME shall
owe to UCHC a one-time Technology Access Fee of Two Hundred Fifty Thousand Dollars ($250,000),
which payment is considered to have been satisfied by HALOZYMEs payment to UCHC of Two Hundred
Fifty Thousand Dollars ($250,000) (which was made by check to UCHC dated May 9, 2005);
"(a3)
Annualized Technology Fee
. A Technology Fee of
Two-Million-Five-Hundred-Thousand Dollars ($2,500,000) is owed to UCHC and shall be paid according
to the following schedule. On or before February 23rd of 2006, and then on or before each February
23rd thereafter until and including February 23rd of 2015, HALOZYME shall pay to UCHC an Annualized
Technology Fee of Two Hundred Fifty Thousand Dollars ($250,000). In the event that Halozyme is
required to or elects to discontinue commercialization of PROTEIN PRODUCT(S) at any time prior to
February 23
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of 2015, it may terminate this Agreement pursuant to the terms of Section
11.1 (in connection with which, it would be obligated to pay fees as provided under that Section).
In Section 4, subsection 4.1 is replaced in its entirety by the following:
4.1
Diligence Requirements
. The diligence obligations of HALOZYME shall be
satisfied by HALOZYMEs or its sublicensees current and continued commercialization of PROTEIN
PRODUCT(S) or of LICENSED PRODUCTS coupled with HALOZYMEs current and continued obligation to pay
the Annualized Technology Fee to UCHC pursuant to subsection 3.1(a3) of the License Agreement, as
amended. As provided under Section 11.3(a) of the License Agreement, as amended, in the event that
HALOZYME does not pay any Annualized Technology Fee payment due to UCHC, and fails to make such
payment within thirty (30) days after receiving written notice of such failure, then UCHC may then
terminate this Agreement immediately upon written notice to HALOZYME.
In Section 11.1, the following sentence is added at the end of the paragraph:
In the event that HALOZYME is required to or elects to terminate this Agreement prior to
February 23
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of 2015, and HALOZYME and/or its sublicensee is not continuing to make,
have made, sell, have sold or otherwise commercialize any PROTEIN PRODUCT(S), then HALOZYME shall
pay to UCHC on the day of such termination a one-time Termination Fee equal to Two Hundred Fifty
Thousand Dollars ($250,000). In the event that HALOZYME and/or its sublicensee should thereafter,
at any time prior to February 23
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2015, resume making, having made, selling, having
sold or otherwise commercializing any PROTEIN PRODUCT(S), then the License Agreement shall be
deemed automatically reinitiated on the date of such resumption and HALOZYMEs obligations to make
payments under Section 3.1(a3) shall be replaced by a one-time Reinitiation Fee of Two Hundred
Fifty Thousand Dollars ($250,000) times X plus one (1) (where X is equal to 2015 minus the calendar
year of such resumption). Neither suspension of commercialization for any reason nor termination
by HALOZYME pursuant to Section 11.1 shall relieve HALOZYME of its full monetary obligation to pay
any applicable Termination Fee or Reinitiation Fee to UCHC as described above.
In Section 11.4(c), the following phrase is added at the end of the paragraph:
, including the one-time Termination Fee described in Section 11.1.
This First Amendment may be executed in two counterparts, each of which shall be deemed an
original, but which together shall constitute one and the same instrument and shall be deemed to be
a valid amendment in accordance with Section 13.9 of the License Agreement.
IN WITNESS WHEREOF, the parties hereto have each caused this First Amendment to the License
Agreement to be executed by their duly authorized representatives as of the Effective Date noted
above.
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UCHC
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HALOZYME, INC.
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By:
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/s/ Michael F. Newborg
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By:
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/s/ Jonathan E. Lim
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Name:
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Michael F. Newborg
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Name:
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Jonathan E. Lim, MD
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Title:
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Executive Director, Center for
Science &
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Title:
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President & CEO
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Technology Commercialization
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