- Current report filing (8-K)
11 March 2009 - 8:07AM
Edgar (US Regulatory)
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
Date of
Report (Date of earliest event reported):
March 6, 2009
SUNESIS PHARMACEUTICALS,
INC.
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
|
000-51531
|
|
94-3295878
|
(State
or other jurisdiction
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
of
incorporation)
|
|
|
|
|
395
Oyster Point Boulevard, Suite 400
South
San Francisco, California
|
|
94080
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(650) 266-3500
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):
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into Material Definitive Agreement.
On March 6, 2009, Sunesis
Pharmaceuticals, Inc. (“Sunesis”) entered into an Intellectual Property
Assignment and License Termination Agreement (the “Termination Agreement”) with
SARcode Corporation (“SARcode”), providing for the sale by Sunesis of certain of
its intellectual property and other assets related to Sunesis’ LFA-1 inhibitor
program to SARcode for a total cash consideration of $2 million. Pursuant to the
terms of the Termination Agreement, the parties have terminated an earlier
license agreement relating to this program and Sunesis has agreed to forego
future potential milestone payments and royalties under such earlier agreement.
SARcode’s lead product candidate, SAR1118, is a small molecule LFA-1 being
developed for T-cell mediated ophthalmic diseases. Under the original license
agreement between the parties, Sunesis granted SARcode an exclusive, worldwide
license to patents and know-how related to Sunesis’ LFA-1 inhibitor program, in
exchange for license fees, convertible notes and milestone payments, as well as
potential royalty payments. Under this license agreement, Sunesis has
received milestone payments in the form of cash or convertible notes for the
selection of SAR1118 as a development candidate and for the initiation of a
phase 1 trial of SAR1118.
In connection with the Termination
Agreement, SARcode and Sunesis also amended and restated a series of secured
convertible notes (collectively, the “Convertible Notes”) that were previously
issued by SARcode to Sunesis under the earlier license agreement on January 3,
2007, May 4, 2007 and September 5, 2008, respectively. These notes
remain outstanding and have an aggregate principal value of $1
million.
The foregoing is only a brief
description of the Termination Agreement and the Convertible Notes, does not
purport to be complete and is qualified in its entirety by reference to the full
text of such agreements, a copy of each of which is filed herewith as Exhibits
10.72 and 10.73 and incorporated herein by reference.
Item 9.01
Financial Statements and
Exhibits.
(d) Exhibits
Exhibit
Number
|
|
Description
|
10.72
(1)
|
|
Intellectual
Property Assignment and License Termination Agreement by and between the
Registrant and SARcode Corporation, dated March 6,
2009.
|
|
|
|
10.73
|
|
Form
of Amended and Restated Convertible Secured Promissory Notes issued by
SARcode Corporation to the Registrant, dated March 6,
2009.
|
(1)
Exhibit 3.2 to the agreement
hereunder is filed separately as Exhibit 10.73 to this Current Report on Form
8-K.
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.
Dated: March
10, 2009
|
SUNESIS
PHARMACEUTICALS, INC.
|
|
|
By:
|
/s/ Valerie L. Pierce
|
|
Valerie
L. Pierce
|
|
Senior
Vice President, General Counsel and
Corporate
Secretary
|
EXHIBIT
INDEX
Exhibit
Number
|
|
Description
|
10.72
(1)
|
|
Intellectual
Property Assignment and License Termination Agreement by and between the
Registrant and SARcode Corporation, dated March 6,
2009.
|
|
|
|
10.73
|
|
Form
of Amended and Restated Convertible Secured Promissory Notes issued by
SARcode Corporation to the Registrant, dated March 6,
2009.
|
(1)
Exhibit 3.2 to the agreement
hereunder is filed separately as Exhibit 10.73 to this Current Report on Form
8-K.
Sunesis Pharmaceuticals (NASDAQ:SNSS)
Historical Stock Chart
From Sep 2024 to Oct 2024
Sunesis Pharmaceuticals (NASDAQ:SNSS)
Historical Stock Chart
From Oct 2023 to Oct 2024