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: November 21, 2001
(Date of earliest event reported)
INCYTE GENOMICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27488 94-3136539
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3160 Porter Drive, Palo Alto, California 94304
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 855-0555
Item 5. Other Events.
------------
On November 21, 2001, Incyte Genomics, Inc. (the "Company") filed a
complaint against Invitrogen Corporation in the United States District Court for
the Southern District of California alleging infringement of sixteen patents.
Eleven of the asserted patents (U.S. patent numbers 5,633,149, 5,637,462,
5,817,497, 5,776,753, 5,840,535, 5,853,997, 5,874,535, 5,919,686, 5,925,542,
5,962,263, and 6,001,598) are gene patents. Three of the patents (U.S. patent
numbers 5,716,785, 5,891,636, and 6,291,170) relate to RNA amplification and
gene expression. Two of the patents (U.S. patent numbers 5,807,522, and
6,110,426) relate to methods of fabricating microarrays of biological samples.
The complaint seeks a permanent injunction enjoining Invitrogen from further
infringement of the patents at issue, damages for Invitrogen's conduct, as well
as the Company's fees, costs, and interest. The Company further seeks triple
damages from the infringement claim based on Invitrogen's willful infringement
of the Company's patents. Invitrogen's response to the Company's Complaint is
due on December 11, 2001.
On November 21, 2001, the Company filed its Answer to the Complaint filed
by Invitrogen in the United States District Court for the District of Delaware.
In addition to its answers to Invitrogen's patent infringement claims, the
Company asserted seven counterclaims against Invitrogen seeking declaratory
relief with respect to the patents at issue, implied license, estoppel, laches,
and patent misuse. The Company also seeks its fees, costs, and expenses.
Invitrogen's response to the Company's counterclaims is due on December 11,
2001. The Company believes it has meritorious defenses and intends to defend
vigorously the suit brought by Invitrogen.
Simultaneously with the filing of its Answer, the Company filed a motion to
transfer the action from the United States District Court for the District of
Delaware to the United States District Court for the District of Maryland, where
Invitrogen Corporation is currently a party to three infringement actions
alleging infringement of the same patents-in-suit.
On November 26, 2001, the Company announced that Paul A. Friedman, M.D. was
hired as the Company's Chief Executive Officer. In addition, Robert Stein, M.D.,
Ph.D. was named President and Chief Scientific Officer of the Company. Paul A.
Friedman, Robert Stein and Julian Baker, Managing Partner of Baker/Tisch
Investments, have also been elected to the Company's Board of Directors . The
Company's current Chief Executive Officer and co-founder, Roy A. Whitfield, has
been elected Chairman of the Company's Board of Directors, succeeding co-founder
Randal W. Scott, Ph.D.
Except for the historical information contained herein, the matters set
forth in this Current Report, including without limitation, the outcome of any
of the litigation matters between Incyte and Invitrogen, are forward-looking
statements within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to differ
materially, including without limitation the impact of competition and
technological advances, changes in the Company's business plan, uncertainties
associated with changes in patent laws, developments in and expenses related to
litigation proceedings, and other risks detailed from
-2-
time to time in the Company's SEC reports, including its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2001. The Company disclaims any
intent or obligation to update or revise these forward-looking statements.
-3-
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.
Dated: November 30, 2001.
INCYTE GENOMICS, INC.
By: /s/ Lee Bendekgey
--------------------------------
Lee Bendekgey
Executive Vice President and
General Counsel
-4-