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ZLCS > SEC Filings for ZLCS > Form 8-K on 1-May-2013All Recent SEC Filings

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Form 8-K for ZALICUS INC.


1-May-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01 Entry into a Material Definitive Agreement

On May 1, 2009, Zalicus Inc. ("Zalicus") entered into a Research Collaboration and License Agreement (the "Collaboration Agreement") with the Novartis Institutes for Biomedical Research, Inc. ("Novartis") focused on the discovery of novel anti-cancer combinations using the Zalicus combination high throughput screening, or cHTS, technology platform. The research program under the Collaboration Agreement had an initial two-year term that could be extended by Novartis for three additional one-year periods, and in January 2011, Novartis extended the research program for an additional year, into May 2012. In April 2012, Novartis and Zalicus entered into an Amendment to the Collaboration Agreement, to extend the funded research program under the Collaboration Agreement for an additional year until May 1, 2013 and to modify the basis for up to $3.0 million in funded research payments under the Collaboration Agreement from the funding of Zalicus full-time equivalents to payments based on Zalicus combination screening deliverables.

On May 1, 2009, Zalicus and Novartis also entered into a Software License Agreement (the "Software License") providing Novartis with a non-exclusive license to use the Zalicus Chalice™ analyzer software until June 12, 2014. The term of the Software License could be extended by Novartis at its option for three additional five-year periods exercisable upon the payment of additional software licensing fees.

On April 30 2013, Novartis and Zalicus entered into a second amendment to the Collaboration Agreement (the "Collaboration Amendment"), to extend the funded research program under the Collaboration Agreement until October 31, 2014 and to continue up to $3.0 million in funded research payments under the Collaboration Agreement based on Zalicus combination screening deliverables.

On April 30, 2013, Novartis and Zalicus entered into an amendment to the Software License (the "Software Amendment"), to extend the term of the license to the Zalicus Chalice™ analyzer software until October 31, 2014, and to amend Novartis' option to extend the term of the Software License to a single, one-year option, exercisable upon the payment of amended additional software licensing fees.

The foregoing description of the Collaboration Amendment and the Software Amendment are qualified in their entirety by reference to the full Collaboration Amendment and the Software Amendment, which are attached as exhibits to this current report on Form 8-K.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description
10.1          Amendment No. 2 to the Research Collaboration and License Agreement,
              dated as of April 30, 2013, between the Novartis Institutes for
10.2          Biomedical Research, Inc. and Zalicus Inc., as amended.
              Amendment No. 1 to the Software License Agreement, dated as of April
              30, 2013, between the Novartis Institutes for Biomedical Research,
              Inc. and Zalicus Inc.

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