Memorandum Regarding Criteria and Research Plan under Collaboration and License Agreement between Cytokinetics, Inc. and Glaxo Group Limited

Summary

Cytokinetics, Inc. and Glaxo Group Limited (a GlaxoSmithKline company) entered into this memorandum on June 20, 2001, as part of their Collaboration and License Agreement. The memorandum sets out agreed criteria for identifying mitotic kinesin targets and includes a detailed joint research plan. Both parties commit to the terms and research objectives outlined in the attached appendices. The agreement remains effective regardless of certain termination provisions in the main collaboration agreement.

EX-10.18 31 f95504orexv10w18.txt EXHIBIT 10.18 Exhibit 10.18 [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED. MEMORANDUM June 20, 2001 Cytokinetics, Inc. Glaxo Group Limited 280 East Grand Avenue 709 Swedeland Road South San Francisco, CA 94080 King of Prussia, PA 19406 Reference is made to the Collaboration and License Agreement dated June 20, 2001 between Cytokinetics, Inc. and Glaxo Group Limited (the "Collaboration Agreement"). The criteria to be agreed by the Parties as described in Section 1.49 shall be those criteria attached to this Memorandum as Appendix I and incorporated herein. The Research Plan referenced in Section 1.58 shall be the Research Plan attached to this Memorandum as Appendix II and incorporated herein. It is understood and agreed that this letter shall not be deemed superseded or terminated by reason of Section 12.10 of the Collaboration Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate originals by their duly authorized representatives as of the date and year first above written. CYTOKINETICS, INC. GLAXO GROUP LIMITED, A GLAXOSMITHKLINE CORPORATION By: /s/ James H. Sabry By: /s/ Tadataka Yamada -------------------------------- -------------------------- Name: James H. Sabry, M.D., Ph.D. Name: Dr. Tadataka Yamada Title: President and CEO Title: Chairman, R&D Date: June 20, 2001 Date: 6/20/01 APPENDIX I CRITERIA FOR MITOTIC KINESIN TARGET "Mitotic Kinesin Targets" include the human kinesin proteins KSP; [*] and [*] as exemplified by 1. the [*] listed in (A); and 2. those other human proteins that meet the following criteria a. [*] b. the kinesin plays a role in mitosis as evidenced by i. [*] ii. [*] A. [*] OF MITOTIC KINESINS [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -2- [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -3- [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -4- [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -5- [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -6- [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -7- [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -8- [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -9- [*] KSP [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -10- [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -11- [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -12- [*] B. Mitotic Kinesin [*] [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -13- [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. -14- APPENDIX II - PART A JOINT GSK-CK RESEARCH PLAN MAY 7, 2001 2001 OBJECTIVES & Activities LOGISTICAL ISSUES TO BE ADDRESSED (Q3) MAJOR GOALS - - [*] NON-KSP MAJOR GOALS - - [*] 1. [*] - [*] [*] 2. [*] - [*] [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. APPENDIX II - PART A JOINT GSK-CK RESEARCH PLAN MAY 7, 2001 3. [*] - [*] [*] 4. [*] ([*] KSP) [*] - [*] ([*] KSP) - [*] [*] 5. [*] - [*] [*] 6. [*] - [*] [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 2 APPENDIX II - PART A JOINT GSK-CK RESEARCH PLAN MAY 7, 2001 KSP MAJOR GOALS - - [*] 1. [*] - [*] [*] 2. [*] - [*] [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 3 APPENDIX II - PART A JOINT GSK-CK RESEARCH PLAN MAY 7, 2001 3. [*] - [*] [*] 4. [*] [*] 5. [*] [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 4 APPENDIX II - PART A JOINT GSK-CK RESEARCH PLAN MAY 7, 2001 GSK-CK ALLIANCE, EFFORTS BY YEAR

* Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 5 APPENDIX II - PART B CYTOKINETICS/GSK RESEARCH PLAN 1. [*] [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Cytokinetics, Inc. Confidential Page 1 of 5 APPENDIX II - PART B CYTOKINETICS/GSK RESEARCH PLAN 2. [*] [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Cytokinetics, Inc. Confidential Page 2 of 5 APPENDIX II - PART B CYTOKINETICS/GSK RESEARCH PLAN 3. [*] [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Cytokinetics, Inc. Confidential Page 3 of 5 APPENDIX II - PART B CYTOKINETICS/GSK RESEARCH PLAN [*] 4. [*] [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Cytokinetics, Inc. Confidential Page 4 of 5 APPENDIX II -PART B CYTOKINETICS/GSK RESEARCH PLAN 5. [*] [*] 6. [*] [*] * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Cytokinetics, Inc. Confidential Page 5 of 5