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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): September 27, 2004
Seattle Genetics, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
0-32405
91-1874389
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
21823 30th Drive SE
Bothell, Washington 98021
(Address of principal executive offices, including zip code)
(425) 527-4000
(Registrant’s telephone number, including area code)
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 September 28, 2004, Seattle Genetics, Inc. issued a press release announcing it entered into a Collaboration Agreement with Bayer Pharmaceuticals
Corporation (“Bayer”) dated September 27, 2004 that provides Bayer with rights to utilize Seattle Genetics’ ADC technology to link cell-killing drugs to antibodies
against a specific tumor target selected by Bayer. This transaction is described in greater detail in a copy of the press release furnished herewith as Exhibit 99.1 below
and such disclosure is incorporated by reference from Exhibit 99.1 below into this Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of Seattle Genetics, Inc. dated September 28, 2004.
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.
SEATTLE GENETICS, INC.
Date: September 28, 2004
By:
/s/ Clay B. Siegall
Clay B. Siegall
President and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit No.
Description
99.1
Press Release of Seattle Genetics, Inc. dated September 28, 2004.
Exhibit 99.1
Seattle Genetics Announces Antibody-Drug Conjugate Agreement with Bayer Pharmaceuticals
Bothell, WA – September 28, 2004 – Seattle Genetics, Inc. (Nasdaq: SGEN) announced today that Bayer Pharmaceuticals Corporation (NYSE: BAY) has licensed
Seattle Genetics’ proprietary antibody-drug conjugate (ADC) technology. The license provides Bayer with rights to utilize Seattle Genetics’ ADC technology to link
cell-killing drugs to antibodies against a specific tumor target selected by Bayer.
Bayer has paid Seattle Genetics a $2.0 million fee and, under the terms of the multi-year license agreement, has agreed to make progress-dependent milestone payments
and pay royalties on net sales of resulting ADC products. Bayer is responsible for research, product development, manufacturing and commercialization of all products
under the collaboration. Seattle Genetics will receive material supply and annual maintenance fees as well as research support payments for any assistance provided to
Bayer in developing ADC products.
“This collaboration with Bayer is a reflection of the considerable scientific advances we have made with our ADC technology,” stated Clay B. Siegall, Ph.D., President
and Chief Executive Officer of Seattle Genetics. “We employ ADC technology in our internal drug development programs as well as license it to partners with product
development capabilities, providing near-term revenue and positioning ourselves to earn future milestones and royalties.”
ADCs utilize the targeting ability of monoclonal antibodies to deliver potent, cell-killing payloads to specific cells. Seattle Genetics has developed improved ADC
technology employing synthetic, highly potent drugs that can be attached to antibodies through proprietary linker systems. The linkers are stable in the bloodstream and
release the drug payload once inside target cells. ADCs can increase the therapeutic potential of the many antibodies with targeting ability but limited or no inherent
cell-killing activity.
About Seattle Genetics
Seattle Genetics discovers and develops monoclonal antibody-based therapeutics to treat cancer and other human diseases. The company has built a diverse portfolio of
product candidates targeted to many types of cancer, including three being tested in multiple ongoing clinical trials, SGN-30, SGN-15 and SGN-40, and three in
preclinical development, SGN-35, SGN-75 and SGN-17/19. The product candidates encompass three platform technologies: genetically engineered monoclonal
antibodies, antibody-drug conjugates (ADCs) and antibody-directed enzyme prodrug therapy (ADEPT). Seattle Genetics has developed leading ADC technology
comprised of highly potent synthetic drugs and stable linkers for attaching the drugs to monoclonal antibodies. The company currently has license agreements for its
ADC technology with Genentech, Celltech Group, Protein Design Labs and CuraGen and for its ADEPT technology with Genencor International. More information
about Seattle Genetics can be found at www.seattlegenetics.com .
Certain of the statements made in this press release are forward-looking, such as those, among others, relating to the therapeutic potential of products utilizing Seattle
Genetics’ ADC technology. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may
cause such a difference include risks related to adverse clinical results as our product candidates move into and advance in clinical trials, risks inherent in early stage
development and failure by Seattle Genetics to secure or maintain relationships with collaborators. More information about the risks and uncertainties faced by Seattle
Genetics is contained in the Company’s filings with the Securities and Exchange Commission. Seattle Genetics disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT:
Peggy Pinkston
Seattle Genetics Corporate Communications
(425) 527-4160
[email protected]