Item 1.02. Termination of a Material Definitive Agreement.
On November 20, 2020, Cytokinetics, Incorporated (“Cytokinetics”)
received written notice of termination from Amgen Inc. (“Amgen”) of the Collaboration and Option Agreement, dated December
29, 2006, by and between Cytokinetics and Amgen, as amended (the “Agreement”), pertaining to the discovery, development
and commercialization of novel small molecule therapeutics designed to activate cardiac muscle, including omecamtiv mecarbil, a
novel cardiac myosin activator, and AMG 594, a novel cardiac troponin activator. The termination is effective as of May 20, 2021.
Under the terms of the Agreement, Amgen received
exclusive, worldwide rights to develop and commercialize omecamtiv mecarbil and related compounds, subject to Cytokinetics’
specified development and commercial participation rights. Cytokinetics was eligible for potential additional pre-commercialization
and commercialization milestone payments on omecamtiv mecarbil and other potential products arising from research under the collaboration,
together with royalties.
Amgen generally had discretion to elect whether
to pursue or abandon the development of omecamtiv mecarbil. With Cytokinetics’ consent, Amgen granted a sublicense to Les
Laboratoires Servier and Institut de Recherches Internationales Servier (“Servier”) to commercialize omecamtiv mecarbil
in Europe and the Commonwealth of Independent States, including Russia. In August 2016, Cytokinetics entered into a letter agreement
with Amgen and Servier, which provides that if Amgen’s rights to omecamtiv mecarbil are terminated, (i) the sublicensed
rights previously granted by Amgen to Servier with respect to omecamtiv mecarbil, will remain in effect and become a direct license
or sublicense of such rights by Cytokinetics to Servier, on substantially the same terms as those in the Option, License and Collaboration
Agreement between Amgen and Servier, and (ii) Amgen will, at Cytokinetics’ election, transfer to Cytokinetics or its
designee (including Servier) certain ongoing development activities.
Pursuant to the terms of the Agreement, upon the
effective date of Amgen’s termination, research, development and commercialization rights for compounds, including omecamtiv
mecarbil and AMG 594, will transition to Cytokinetics. In addition, Amgen will have certain obligations set forth in the Agreement,
including: cooperating with Cytokinetics and its designee(s) to facilitate a reasonably smooth, orderly and prompt transition of
the programs, including transfer and assignment to Cytokinetics of specified regulatory filings, data and other information; if
requested by Cytokinetics, transferring inventory of compounds to Cytokinetics at Cytokinetics’ expense; to the extent possible
and requested by Cytokinetics, assigning relevant third-party manufacturing agreements to Cytokinetics; and granting to Cytokinetics
exclusive and non-exclusive licenses to certain intellectual property rights.
The foregoing description of the Agreement is not complete and is qualified
in its entirety by reference to the full text of the Agreement and the amendments thereto, copies of which have been previously
filed as (i) Exhibit 10.63 to Cytokinetics’ Annual Report on Form 10-K filed with the Securities and Exchange Commission
(the “SEC”) on March 12, 2007, (ii) Exhibit 10.62 to Cytokinetics’ Annual Report on Form 10-K filed with
the SEC on March 12, 2009, (iii) Exhibit 10.63 to Cytokinetics’ Annual Report on Form 10-K filed with the SEC on March
12, 2009, (iv) Exhibit 10.65 to Cytokinetics’ Annual Report on Form 10-K filed with the SEC on March 12, 2009, (v) Exhibit
10.67 to Cytokinetics’ Annual Report on Form 10-K filed with the SEC on March 12, 2009, (vi) Exhibit 10.66 to Cytokinetics’
Annual Report on Form 10-K filed with the SEC on March 11, 2011, (vii) Exhibit 10.46 to Cytokinetics’ Quarterly Report
on Form 10-Q filed with the SEC on August 7, 2013, (viii) Exhibit 10.41 to Cytokinetics’ Quarterly Report on Form 10-Q
filed with the SEC on May 4, 2015, (ix) Exhibit 10.49 to Cytokinetics’ Annual Report on Form 10-K filed with the SEC
on March 7, 2019, and (x) Exhibit 10.50 to Cytokinetics’ Annual Report on Form 10-K filed with the SEC on March 7, 2019,
and such disclosure is incorporated herein by reference.