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

 

Date of report (Date of earliest event reported): September 30, 2009

 

 

NEKTAR THERAPEUTICS

(Exact Name of Registrant as Specified in Charter)

 

Delaware		0-24006		94-3134940
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

201 Industrial Road

San Carlos, California 94070

(Address of Principal Executive Offices and Zip Code)

 

Registrant’s telephone number, including area code: (650) 631-3100

 

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:

 

¨	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 a Material Definitive Agreement

 

On September 30, 2009, Nektar Therapeutics (the “Company”) entered into a Sublease (the “Sublease”) with Pfizer Inc. (“Pfizer”) for a 102,283 square foot facility located at 455 Mission Bay Boulevard, San Francisco, California (the “Mission Bay Facility”).  The Mission Bay Facility is currently under construction and is scheduled to be completed in the second half of 2010.  The Company secured the Mission Bay Facility in order to establish an R&D center with biology, chemistry, pharmacology and clinical development capabilities to compliment the Company’s research capabilities at its Huntsville, Alabama site, as well as additional R&D support operations in Hyderabad, India.  As part of this facilities transition, when construction is completed, the Company will relocate all of its functions currently located in San Carlos, California, including its corporate headquarters, to the Mission Bay Facility.

 

Under the terms of the Sublease, the Company will receive the benefit of an approximately $15 million tenant improvement allowance included in Pfizer’s lease agreement with the landlord for the Mission Bay Facility.  After the $15 million tenant improvement allowance is fully exhausted, the Company estimates that it will then spend approximately $15 million in 2010 to complete the tenant improvements for the Mission Bay Facility, including the build-out of biology, chemistry and pharmacology lab facilities and the associated infrastructure and equipment to support these research and development activities. 

 

The Company will not pay base rent for the first four years following the Occupancy Date (as hereinafter defined).  Following this four year period, the Company will then pay monthly base rent of $301,735.  The monthly base rent escalates over the term of the Sublease at various intervals to $349,808 base rent per month in the final period of the Sublease term.  In addition, throughout the term of the Sublease, the Company is responsible for paying certain costs and expenses specified in the Sublease, including insurance costs and a pro rata share of operating expenses and applicable taxes for the Mission Bay Facility.  The Sublease includes various covenants, indemnities, defaults, termination rights, security deposits and other provisions customary for lease transactions of this nature and is subject and subordinate to Pfizer’s lease agreement with the landlord of the Mission Bay Facility.  The "Occupancy Date" under the Sublease is the earliest to occur of (i) the Company’s substantial completion of the tenant improvements, (ii) the Company’s occupancy of the Mission Bay Facility, or (iii) August 1, 2010.  The term of the Sublease commences on the Occupancy Date and terminates 114 months thereafter but in no event later than January 30, 2020.  

 

The foregoing summary is qualified in its entirety by reference to the Sublease, which will be filed as an exhibit to Nektar’s Quarterly Report on Form 10-Q for the period ended September 30, 2009.

 

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant