UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 4, 2004
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Date of Report
(Date of earliest event reported)
ZYMOGENETICS, INC.
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(Exact Name of Registrant as Specified in Charter)
Washington 000-33489 91-1144498
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
1201 Eastlake Avenue East, Seattle, Washington 98102-3702
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(Address of Principal Executive Offices, including Zip Code)
(206) 442-6600
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into Material Definitive Agreement.
On October 5, 2004, ZymoGenetics, Inc. issued a press release announcing it
entered into a license agreement with Novo Nordisk A/S ("Novo"), dated October
4, 2004 (the "License Agreement"), with respect to recombinant Factor XIII. The
License Agreement provides that Novo will develop and commercialize recombinant
Factor XIII on a worldwide basis and will pay ZymoGenetics an upfront fee plus
potential milestones and royalties. The press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Until November 2000, ZymoGenetics was a wholly-owned subsidiary of Novo.
ZymoGenetics became an independent company in a transaction that included a
private placement by a group of independent investors. Novo currently owns
approximately 40% of ZymoGenetics' outstanding shares of common stock and
controls two out of eight board seats on the ZymoGenetics board of directors.
ZymoGenetics and Novo are parties to several licensing agreements, including an
Option and License Agreement entered into in November 2000 pursuant to which
Novo has paid $7.5 million per year in exchange for an option to license rights
to certain proteins, generally outside North America. Novo has, to date,
exercised its option with respect to six proteins. The Option and License
Agreement expires in November 2006.
Item 9.01. Financial Statements and Exhibits.
(c) 99.1 Press Release issued October 5, 2004.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZYMOGENETICS, INC.
Dated: October 5, 2004 By /s/ James A. Johnson
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James A. Johnson
Chief Financial Officer
Exhibit Index
99.1 Press Release issued October 5, 2004.