01—Abstract
Summary
Summary of the 10-K/A filed May 9, 2001. Cited figures are marked; the original filing is the authoritative source.
This filing is Part III, Item 13 (Certain Relationships and Related Transactions) of Incyte Genomics, Inc.'s annual report, which the filing identifies as relating to a related-party arrangement with Genomic Health, Inc. In March 2001, the Company entered into a LifeSeq Collaboration Agreement, Patent License Agreement, Collaboration and Technology Transfer Agreement, and Proteome BioKnowledge Library License Agreement with Genomic Health.
Under these agreements, Genomic Health obtained access to the Company's LifeSeq Gold database and BioKnowledge Library and received licenses to certain of the Company's intellectual property. The filing states that amounts Genomic Health will pay are similar to those paid by unrelated third-party customers, and the Company received rights to certain intellectual property Genomic Health may develop in the future. At the same time, the Company bought Series C Preferred Stock of Genomic Health for $5.0 milliona.
Together with Series A Preferred Stock bought in November 2000 for $1.0 millionb, the Company owns approximately 10.9% of Genomic Health's outstanding capital stock. The Company has also agreed, under certain circumstances and if Genomic Health elects, to purchase $5.0 million of shares in a future Genomic Health offering. The filing discloses that Randal W.
Scott, Chairman of the Company's Board, is Chairman, President and Chief Executive Officer of Genomic Health and owns more than 10%c of its capital stock. Persons and entities associated with Four Partners, a significant stockholder of the Company, own approximately 12.7% of Genomic Health's outstanding capital stock. The filing also includes an exhibit index listing corporate governance documents, material agreements, and compensatory plans.
02—Key points
Key Highlights
- Related-party collaboration with Genomic Health, Inc. entered into in March 2001, granting Genomic Health access to the LifeSeq Gold database and BioKnowledge Library and licenses to certain intellectual property
- The filing states that amounts Genomic Health will pay are similar to those paid by unrelated third-party customers
- Company purchased Series C Preferred Stock of Genomic Health for $5.0 million; with Series A stock bought in November 2000 for $1.0 million, it owns approximately 10.9% of Genomic Health's outstanding capital stock
- Company agreed, under certain circumstances and at Genomic Health's election, to purchase $5.0 million of shares in a future Genomic Health offering
- Chairman Randal W. Scott is Chairman, President and CEO of Genomic Health and owns more than 10% of its capital stock
- Four Partners, a significant Company stockholder, is associated with approximately 12.7% ownership of Genomic Health
- Exhibit index lists governance documents, material agreements, and management compensatory plans, with confidential treatment granted for certain portions of some agreements
03—Questions
Frequently Asked Questions
What transactions did Incyte Genomics enter into with Genomic Health in March 2001?
The Company entered into a LifeSeq Collaboration Agreement, a Patent License Agreement, a Collaboration and Technology Transfer Agreement, and a Proteome BioKnowledge Library License Agreement with Genomic Health. Genomic Health gained access to the LifeSeq Gold database and BioKnowledge Library and licenses to certain Company intellectual property.
How much has Incyte Genomics invested in Genomic Health?
The Company paid $5.0 million for Series C Preferred Stock and, together with a $1.0 million Series A Preferred Stock purchase in November 2000, owns approximately 10.9% of Genomic Health's outstanding capital stock.
Does the Company have any further funding commitment to Genomic Health?
Under certain circumstances, and if Genomic Health so elects, the Company has agreed to purchase an aggregate of $5.0 million of the shares sold in a future Genomic Health offering.
What related-party relationships exist between Genomic Health and Incyte Genomics?
Chairman Randal W. Scott is Chairman, President and CEO of Genomic Health and owns more than 10% of its outstanding capital stock. Persons and entities associated with Four Partners, a significant Company stockholder, own approximately 12.7% of Genomic Health.
Are the terms of the Genomic Health agreements comparable to those with other customers?
The filing states that amounts Genomic Health will pay under these agreements are similar to those paid to the Company under agreements with unrelated third-party customers.
04—Continue