exv10w63






Exhibit 10.63



CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO
RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.




September 30, 2008




Mr. Robert I. Blum, President and CEO

Cytokinetics, Incorporated

280 East Grand Avenue

South San Francisco, California 94080





	 	 	Re: Amendment Number Two to Collaboration and Option Agreement
Amgen Reference Number: 200625165





Dear Robert:



I am writing to memorialize Amgen Inc.’s (“Amgen”) and Cytokinetics, Incorporated’s (“CK”)
agreement with respect to certain research and/or development activities to be conducted by or on
behalf of Amgen (the “R&D”) as part of the parties’ collaboration under that certain Collaboration
and Option Agreement, Amgen contract number 200625165 effective December 29, 2006, which was
subsequently amended effective June 27, 2008 by Amgen contract number 200625165-001, (collectively
the “Option Agreement”). If you are in agreement, please sign and return this letter agreement to
Richard Person at One Amgen Center Drive, Thousand Oaks, CA 91230, MS 28-2-C. Capitalized terms
used herein and not otherwise defined shall have the meaning ascribed in the Option Agreement.





	1.	 	Except as expressly set forth in this letter agreement, the terms and conditions of the
Option Agreement shall apply to the R&D and all information, documents and materials provided
hereunder.






	2.	 	CK shall provide Amgen with (a) those materials requested by Amgen to conduct the R&D in
accordance with the Research and Development Plan attached hereto as Exhibit A (the “Plan”),
including chemical and biological materials (to the extent that CK may do so without violating
any Law or contractual obligation), in amounts not to exceed those specified in the Plan; and
(b) any available material safety data sheets for such materials and other documents requested
by Amgen to conduct the R&D in accordance with the Plan ((a) and (b) collectively, the “CK
Materials”). Amgen shall not use any Amgen Affiliate or Third Party to conduct any work in
connection with the R&D, except as expressly stated in the Plan or as otherwise expressly
agreed in writing by CK. Amgen shall not, unless CK expressly agrees otherwise in writing:
(i) perform or have performed any preclinical safety study with any CK Materials, or (ii)
perform or have performed any pharmacokinetics or drug metabolism study (regardless of whether
such study is








Confidential

Contract #200625165-002




 









 





Cytokinetics, Incorporated

September 30, 2008

Page 2 of 14





	 	 	described in the Plan) with any CK Materials, except pursuant to a study protocol that CK
has approved in writing in advance.






	3.	 	Except as set forth in this Section 3, each Party shall be responsible for its own costs and
expenses incurred in connection with the R&D, i.e., the provision of the CK Materials with
respect to CK, and the remaining costs of conducting the R&D with respect to Amgen, and
neither Party shall have any obligation to reimburse the other’s costs in connection with the
R&D. Notwithstanding the foregoing, [***] with respect to the [***] as referenced in the
Plan. In addition, the Parties may agree in writing as to additional amounts of specified
Materials to be provided by CK for Amgen’s use in conducting the R&D hereunder, for which
[***]. Amgen shall be solely responsible for the costs of any third parties engaged by Amgen
in connection with the R&D.






	4.	 	Amgen shall conduct the R&D in accordance with the Plan and shall provide to CK [***], and
shall provide to CK [***] described in the Plan. As used herein, [***] means (a) [***] and
(b) all other [***] reasonably sufficient to [***] each item described in subsection (a), in
each case, relating to and arising out of or in connection [***]. [***] is and shall remain
the sole owner of the [***], and [***] shall use the [***] solely in the conduct of the R&D in
accordance with the Plan. Amgen shall maintain full and accurate written records, but not in
excess of Amgen’s normal practices, pertaining to its use of the CK Materials [***]. For
purposes of Section 14 of the Option Agreement, the [***] shall be deemed to be confidential
and proprietary information of [***] pursuant to the Option Agreement, subject to the
exclusions set forth in Sections 14.1.1 through 14.1.5 of the Option Agreement as may be
applicable.






	5.	 	As used herein, “Intellectual Property” means technology, patent rights, trade secrets,
algorithms and other intellectual property, whether patentable or not. Except as provided in
Section 6 below, all right, title and interest in and to all Intellectual Property that
specifically relates to: (a) [***]; (b) [***] (c) [***] be solely and exclusively owned by
[***] (the “[***] Intellectual Property”). [***] hereby irrevocably assigns, and
automatically shall be deemed to have irrevocably assigned, to [***] all right, title and
interest in and to all [***] Intellectual Property. [***] shall execute such documents and
take such actions as [***] may reasonably request to allow [***] to document, obtain, enforce
and defend such rights. [***] shall promptly inform [***] in writing of all Intellectual
Property that is conceived, reduced to practice and/or otherwise made or developed by or on
behalf of [***], whether solely or jointly with others, to the extent that such Intellectual
Property (i) has not been previously disclosed to [***] pursuant to [***], and (ii) could
reasonably be expected to have commercial value to [***].
	 
	6.	 	[***] Intellectual Property shall not include Intellectual Property created by or on behalf
of [***] that does not specifically relate to [***], above (the “[***] Intellectual
Property”). [***] hereby grants to [***] a royalty-free, irrevocable, perpetual,
world-wide, paid-up, exclusive (even as to [***]) right and license, with the right to grant
and authorize sublicenses, to utilize the [***] Intellectual Property in connection with making,
having made, using, selling, offering for sale, importing or otherwise exploiting [***].





Confidential

Contract #200625165-002






 




			
	***	 	Certain information on the page has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted portions.




 









 










Cytokinetics, Incorporated

September 30, 2008

Page 3 of 14





	 	 	[***] retains all rights to the [***] Intellectual Property for any purpose other than
making, having made, using, selling, offering for sale, importing or otherwise exploiting
[***].






	7.	 	[***] shall not file any patent application, without the prior written consent of [***],
which: (a) discloses or contains any (i) [***] or (ii) any data or information
related to [***] or generated by or on behalf of [***]; or (b)
contains any claim that, if issued, would specifically cover the manufacture, use, sale,
offer for sale and/or import of any [***] and/or any formulation containing any [***] and/or
any method of making or using any [***].






	8.	 	Amgen shall not use in connection with the R&D, without CK’s express prior written consent,
any [***], in each case, that is [***]. If Amgen uses any such [***] in connection with the
R&D [***], then such [***] shall be deemed [***].






	9.	 	Amgen’s right to conduct the R&D under this letter agreement shall terminate simultaneously
with the expiration of the Amgen Option. All other rights and obligations under this letter
agreement shall survive any completion or termination of the R&D. Following the termination of
the R&D, upon CK’s written request, Amgen shall return all unused CK Materials or, at Amgen’s
discretion, destroy them and provide CK with a certificate of destruction. If the Amgen
Option expires unexercised, then Amgen shall promptly (a) provide CK with [***] in whatever
condition [***], to the extent not previously [***], and (b) return to CK all copies of the CK
Materials [***].






	10.	 	This letter agreement constitutes the entire understanding and agreement of the parties with
respect to the subject matter hereof. This letter agreement may not be amended or
supplemented in any way except by a written document signed by an authorized representative of
each party. This letter agreement is intended to supplement the Option Agreement and is not
intended to modify the Option Agreement except as expressly set forth herein.





Sincerely,




	 	 	 
	/s/ Terry Rosen
	 	 
	 

Terry Rosen

	 	 
	Vice President, Research
	 	 






ACKNOWLEDGED AND AGREED




CYTOKINETICS, INCORPORATED




Confidential

Contract #200625165-002






 




			
	***	 	Certain information on the page has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted portions.




 









 










Cytokinetics, Incorporated

September 30, 2008

Page 4 of 14




	 	 	 
	/s/ Robert I. Blum
	 	 
	 

Robert I. Blum

	 	 
	President and CEO
	 	 






Confidential

Contract #200625165-002








 









 










Cytokinetics, Incorporated

September 30, 2008

Page 5 of 14




Exhibit A




Research and Development Plan




General plan for using the CK Materials requested from Cytokinetics:




     [***]



Confidential

Contract #200625165-002






 




			
	***	 	Certain information on this page and the remainder of this
document has been omitted and filed separately with the Commission.
Confidential treatment has been requested with respect to the omitted portions.