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PACB > SEC Filings for PACB > Form 8-K on 25-Sep-2013All Recent SEC Filings

Show all filings for PACIFIC BIOSCIENCES OF CALIFORNIA, INC. | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Regulation FD


On September 23, 2013 Pacific Biosciences of California, Inc. (the "Company") entered into a Development, Commercialization and License Agreement (the "Agreement") with F. Hoffman-La Roche Ltd ("Roche"), pursuant to which the Company: (i) will develop diagnostic products for clinical use including sequencing systems and consumables based on the Company's proprietary Single Molecule, Real-Time (SMRT®) technology; (ii) has granted to Roche an exclusive right to commercialize, and an exclusive license to sell, the developed diagnostic products for clinical use, the exclusivity of which is contingent on achieving sales minimums to be established in the future and contingent on Roche not selling for clinical use any new sequencing instrument that competes with any diagnostic instrument system developed under the Agreement; and (iii) will manufacture and supply certain products intended for clinical use as the exclusive supplier to Roche. The Company will receive up to $75 million from Roche comprised of a non-refundable up-front payment of $35 million and up to an additional $40 million based upon the achievement of development milestones. The Agreement has an initial term of thirteen years and provisions allowing Roche 5-year renewals, contingent on Roche meeting sales minimums.

Roche's exclusive right to commercialize and exclusive license to sell, service, and provide services using the developed diagnostic products is limited to nucleic acid sequencing for medical management of a human being and quality control or testing of human blood or tissue for transfusion or blood banking, human bone marrow transplantation or banking, or human tissue typing for transplantation. All other applications and uses are specifically excluded. The Company retains the rights to all other applications and uses and will continue to market its current and future products.


On September 25, 2013 Pacific Biosciences of California, Inc. (the "Company") issued a press release announcing a Development, Commercialization and License Agreement with Roche Diagnostics, a division of F. Hoffman-La Roche Ltd. A copy of the Company's press release is furnished as Exhibit 99.1 hereto.

The information in Item 7.01 of this Current Report on Form 8-K, including the information in Exhibit 99.1 hereto, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report on Form 8-K, including the information in Exhibit 99.1 hereto, shall not be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act regardless of any general incorporation language in such filing.


   (d)                                                                     Exhibits.

99.1    Press Release dated September 25, 2013 titled "Pacific Biosciences Announces
        Agreement with Roche Diagnostics To Develop and Supply DNA Sequencing-Based
        Products for Clinical Diagnostics."

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