exv10w65






Exhibit 10.65



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.




October 31, 2008




Mr. Robert I. Blum, President and CEO

Cytokinetics, Incorporated

280 East Grand Avenue

South San Francisco, California 94080





			
	      Re:	 	Amendment Number Three to Collaboration and Option Agreement

Amgen Reference Number: 200625165





Dear Robert:



As you know, Amgen Inc. (“Amgen”) and Cytokinetics, Incorporated (“CK”) are parties to that certain
Collaboration and Option Agreement, Amgen contract number 200625165, dated December 29, 2006, as
amended (the “Option Agreement”). Pursuant to Amendment Number Two to the Collaboration and Option
Agreement, Amgen contract number 200625165-002, dated September 30, 2008 (“Amendment No. 2”), Amgen
is conducting certain research and development activities. By this letter (this “Letter
Agreement”), the Parties wish to expand the scope of these activities. Capitalized terms used
herein and not otherwise defined will have the meaning ascribed in the Option Agreement and
Amendment No. 2.





	1.	 	This Letter Agreement is deemed effective as of September 30, 2008.
	 
	2.	 	The Plan is hereby amended to include the activities set forth in Exhibit A hereto.
	 
	3.	 	As requested by Amgen, CK will provide Amgen with an additional [***] of [***] CK- 1827452,
[***].





4.   For clarity, the Parties agree that (a) the purification by Amgen (or by [***] on behalf of
Amgen) of the [***] CK-1827452 provided to Amgen by CK under this Letter Agreement and under
Amendment No. 2 is covered by the Plan; and (b) the data sets provided to Amgen by CK relating to
the clinical trials of CK-1827452 are CK Materials.



5.   
Except as expressly set forth herein, all terms and conditions of the Option Agreement and
Amendment No. 2 remain in full force and effect.



Please confirm CK’s agreement to the foregoing by having an authorized representative of CK
countersign this Letter Agreement where indicated below. Please return a fully executed copy of
this Letter Agreement to Richard V. Person, Sr. Counsel, at Amgen.




	 	 	 	 	 
	Sincerely,

	 	ACKNOWLEDGED AND AGREED	 	 
	 
	 	 	 	 
	 

	 	CYTOKINETICS, INCORPORATED	 	 
	 
	 	 	 	 
	/s/ Terry Rosen
 

Terry Rosen

	 	/s/ Michael Rabson
 

Michael Rabson
	 	 
	Vice President, Research

	 	Sr. Vice President, Business Development	 	 
	 

	 	and Legal Affairs, and General Counsel	 	 





 




*** 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.




Confidential

Contract #200625165-003




 









 





Cytokinetics, Incorporated

October 31, 2008

Page 2 of 2




EXHIBIT A




Additional R&D Activities Under Plan





	[***]





 




*** 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.




Confidential

Contract #200625165-003