Item 1.01 Entry into a Material Definitive Agreement.
On September 24, 2009, we entered into an amendment to our Research
Collaboration and License Agreement with AstraZeneca AB, dated January 30, 2007.
We previously filed that agreement as Exhibit 10.2 of our quarterly report on
Form 10-Q for the quarter ended December 31, 2006, filed with the SEC on
February 8, 2007, and filed previous amendments to that agreement as Exhibit
10.28 of our annual report on Form 10-K for the year ended June 30, 2008, filed
with the SEC on September 29, 2008, and as Exhibit 10.2 of our quarterly report
on Form 10-Q for the quarter ended December 31, 2008, filed with the SEC on
February 13, 2009. Under the amendment, we will receive an up-front payment of
$2.5 million and, subject to completion of certain tasks relating to the
program, $2.5 million in the first quarter of calendar year 2010. As part of the
amendment, terms of the agreement relating to milestone payments and royalty
rates were restructured, such that we are eligible for milestone payments
totaling up to $145.2 million, with up to $85.2 million contingent upon
development and regulatory milestones and the balance on achievement of sales
targets, plus stepped royalties on product sales. We have also agreed to conduct
additional clinical studies for AstraZeneca, which will be under a clinical
trial sponsored research agreement to be funded by AstraZeneca.