Unassociated Document
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 30, 2009
NEKTAR
THERAPEUTICS
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-24006
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94-3134940
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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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201
Industrial Road
San
Carlos, California 94070
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (650) 631-3100
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:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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 a Material Definitive Agreement
On
September 30, 2009, Nektar Therapeutics (the “Company”) entered into a Sublease
(the “Sublease”) with Pfizer Inc. (“Pfizer”) for a 102,283 square foot facility
located at 455 Mission Bay Boulevard, San Francisco, California (the
“Mission Bay Facility”). The Mission Bay Facility is currently under
construction and is scheduled to be completed in the second half of
2010. The Company secured the Mission Bay Facility in order to
establish an R&D center with biology, chemistry, pharmacology and clinical
development capabilities to compliment the Company’s research capabilities at
its Huntsville, Alabama site, as well as additional R&D support operations
in Hyderabad, India. As part of this facilities transition, when
construction is completed, the Company will relocate all of its functions
currently located in San Carlos, California, including its corporate
headquarters, to the Mission Bay Facility.
Under the
terms of the Sublease, the Company will receive the benefit of an approximately
$15 million tenant improvement allowance included in Pfizer’s lease agreement
with the landlord for the Mission Bay Facility. After the $15 million
tenant improvement allowance is fully exhausted, the Company estimates that it
will then spend approximately $15 million in 2010 to complete the tenant
improvements for the Mission Bay Facility, including the build-out of
biology, chemistry and pharmacology lab facilities and the
associated infrastructure and equipment to support these research and
development activities.
The
Company will not pay base rent for the first four years following the
Occupancy Date (as hereinafter defined). Following this four year period,
the Company will then pay monthly base rent of $301,735. The monthly base
rent escalates over the term of the Sublease at various intervals to $349,808
base rent per month in the final period of the Sublease term. In addition,
throughout the term of the Sublease, the Company is responsible for paying
certain costs and expenses specified in the Sublease, including insurance costs
and a pro rata share of operating expenses and applicable taxes for the Mission
Bay Facility. The Sublease includes various covenants, indemnities,
defaults, termination rights, security deposits and other provisions customary
for lease transactions of this nature and is subject and subordinate to Pfizer’s
lease agreement with the landlord of the Mission Bay Facility. The
"Occupancy Date" under the Sublease is the earliest to occur of (i) the
Company’s substantial completion of the tenant improvements, (ii) the Company’s
occupancy of the Mission Bay Facility, or (iii) August 1, 2010. The term
of the Sublease commences on the Occupancy Date and terminates 114 months
thereafter but in no event later than January 30, 2020.
The
foregoing summary is qualified in its entirety by reference to the Sublease,
which will be filed as an exhibit to Nektar’s Quarterly Report on Form 10-Q for
the period ended September 30, 2009.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
Please
see the disclosure set forth under “Item 1.01 Entry into a Material Definitive
Agreement” which is incorporated by reference into this
Item 2.03.
FORWARD
LOOKING STATEMENTS
In this
Form 8-K, Nektar makes certain forward-looking statements regarding the
Sublease. These forward-looking statements involve substantial risks
and uncertainties including but not limited to the timing of the move to, and
the estimated costs of, the Mission Bay Facility are subject to a number of
significant variables and risks, including that the build-out of the Mission Bay
Facility could be delayed and actual costs could exceed planned
estimates. Other important risks and uncertainties are detailed in
Nektar’s reports and other filings with the SEC, including its most recent
Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Actual
results could differ materially from the forward-looking
statements. Nektar undertakes no obligation to update forward-looking
statements, whether as a result of new information, future events or
otherwise.
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 thereunto
duly authorized.
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Nektar
Therapeutics
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Date:
October 2, 2009
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By:
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/s/ Gil
M. Labrucherie |
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Gil
M. Labrucherie
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General
Counsel and Secretary
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