SEC Info - Amgen Inc - ‘10-Q’ for 3/31/18

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Amgen Inc – ‘10-Q’ for 3/31/18 – ‘EX-10.38’

On: Tuesday, 4/24/18, at 7:28pm ET · As of: 4/25/18 · For: 3/31/18 · Accession #: 318154-18-8 · File #: 1-37702

  As Of               Filer                 Filing    For·On·As Docs:Size

 4/25/18  Amgen Inc                         10-Q        3/31/18   81:9.3M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    659K 
 2: EX-10.24    Amendment No. 1 to the Credit Agreement             HTML     64K 
 3: EX-10.38    Amendment No. 1 to the Collaboration Agreement      HTML     33K 
 4: EX-31       Rule 13A-14(A) Certifications                       HTML     38K 
 5: EX-32       Section 1350 Certifications                         HTML     27K 
12: R1          Document and Entity Information                     HTML     41K 
13: R2          Condensed Consolidated Statements of Income         HTML     75K 
14: R3          Condensed Consolidated Statements of Comprehensive  HTML     45K 
                Income                                                           
15: R4          Condensed Consolidated Balance Sheets               HTML     95K 
16: R5          Condensed Consolidated Balance Sheets               HTML     29K 
                (Parenthetical)                                                  
17: R6          Condensed Consolidated Statements of Cash Flows     HTML     96K 
18: R7          Summary of significant accounting policies          HTML     39K 
19: R8          Restructuring                                       HTML     28K 
20: R9          Business combinations                               HTML     41K 
21: R10         Revenues Revenues                                   HTML     92K 
22: R11         Income taxes                                        HTML     33K 
23: R12         Earnings per share                                  HTML     41K 
24: R13         Investments                                         HTML    218K 
25: R14         Inventories                                         HTML     32K 
26: R15         Goodwill and other intangible assets                HTML     80K 
27: R16         Financing arrangements                              HTML     85K 
28: R17         Stockholders' equity                                HTML     92K 
29: R18         Fair value measurement                              HTML    213K 
30: R19         Derivative instruments                              HTML    133K 
31: R20         Contingencies and commitments                       HTML     50K 
32: R21         Summary of significant accounting policies          HTML     53K 
                (Policies)                                                       
33: R22         Business combinations (Tables)                      HTML     32K 
34: R23         Revenues (Tables)                                   HTML     78K 
35: R24         Earnings per share (Tables)                         HTML     39K 
36: R25         Investments (Tables)                                HTML    215K 
37: R26         Inventories (Tables)                                HTML     33K 
38: R27         Goodwill and other intangible assets (Tables)       HTML     73K 
39: R28         Financing arrangements (Tables)                     HTML     87K 
40: R29         Stockholders' equity (Tables)                       HTML     92K 
41: R30         Fair value measurement (Tables)                     HTML    197K 
42: R31         Derivative instruments (Tables)                     HTML    130K 
43: R32         Summary of significant accounting policies          HTML     27K 
                (Details)                                                        
44: R33         Restructuring (Details)                             HTML     39K 
45: R34         Business combinations (Details Textual)             HTML     65K 
46: R35         Business combinations (Aggregate Consideration      HTML     38K 
                Paid) (Details)                                                  
47: R36         Revenues (Details Textual)                          HTML     40K 
48: R37         Revenues (Revenues by Product and by Geographic     HTML     71K 
                Area) (Details)                                                  
49: R38         Income taxes (Details)                              HTML     32K 
50: R39         Earnings per share (Details)                        HTML     43K 
51: R40         Investments (Details)                               HTML     73K 
52: R41         Investments (Fair Values by Classification)         HTML     38K 
                (Details)                                                        
53: R42         Investments (Fair Values by Contractual Maturity)   HTML     44K 
                (Details)                                                        
54: R43         Investments (Unrealized Losses and Fair Values)     HTML     62K 
                (Details)                                                        
55: R44         Investments (Available-for-sale Investments)        HTML     29K 
                (Details Textual)                                                
56: R45         Investments (Equity Investments) (Details Textual)  HTML     29K 
57: R46         Investments Investments (Limited Partnership        HTML     30K 
                Investments) (Details)                                           
58: R47         Inventories (Details)                               HTML     33K 
59: R48         Goodwill and other intangible assets (Goodwill      HTML     30K 
                Roll Forward) (Details)                                          
60: R49         Goodwill and other intangible assets (Identifiable  HTML     53K 
                Intangible Assets) (Details)                                     
61: R50         Goodwill and other intangible assets (Details       HTML     40K 
                Textual)                                                         
62: R51         Financing arrangements (Principal Amounts and       HTML    138K 
                Carrying Value of Long-term Borrowings) (Details)                
63: R52         Financing arrangements (Details Textual)            HTML     32K 
64: R53         Stockholders' equity (Share Repurchase Program)     HTML     30K 
                (Details)                                                        
65: R54         Stockholders' equity (Details Textual)              HTML     42K 
66: R55         Stockholders' equity (Components of AOCI)           HTML     60K 
                (Details)                                                        
67: R56         Stockholders' equity (Reclassifications out of      HTML     51K 
                AOCI) (Details)                                                  
68: R57         Fair value measurement (Details)                    HTML    160K 
69: R58         Fair value measurement (Changes in Contingent       HTML     34K 
                Consideration Obligation) (Details)                              
70: R59         Fair value measurements (Details Textual)           HTML     34K 
71: R60         Derivative instruments (Details Textual)            HTML     46K 
72: R61         Derivative instruments (Cross-currency Swaps)       HTML     61K 
                (Details)                                                        
73: R62         Derivative instruments (Effective Portion of        HTML     31K 
                Unrealized Gain (Loss)) (Details)                                
74: R63         Derivative instruments (Locations and Effective     HTML     41K 
                Portions of Gain (Loss) Reclassified out of AOCI)                
                (Details)                                                        
75: R64         Derivative instruments Derivative instruments       HTML     29K 
                (Fair Value Hedging Relationships) (Details)                     
76: R65         Derivative instruments (Locations and Gain (Loss)   HTML     29K 
                for Derivatives Not Designated as Hedging                        
                Instruments) (Details)                                           
77: R66         Derivative instruments (Fair Value of Derivatives)  HTML     45K 
                (Details)                                                        
78: R67         Contingencies and commitments (Details)             HTML     43K 
80: XML         IDEA XML File -- Filing Summary                      XML    149K 
79: EXCEL       IDEA Workbook of Financial Reports                  XLSX     92K 
 6: EX-101.INS  XBRL Instance -- amgn-20180331                       XML   3.33M 
 8: EX-101.CAL  XBRL Calculations -- amgn-20180331_cal               XML    205K 
 9: EX-101.DEF  XBRL Definitions -- amgn-20180331_def                XML    696K 
10: EX-101.LAB  XBRL Labels -- amgn-20180331_lab                     XML   1.57M 
11: EX-101.PRE  XBRL Presentations -- amgn-20180331_pre              XML    969K 
 7: EX-101.SCH  XBRL Schema -- amgn-20180331                         XSD    181K 
81: ZIP         XBRL Zipped Folder -- 0000318154-18-000008-xbrl      Zip    251K

‘EX-10.38’ — Amendment No. 1 to the Collaboration Agreement

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

Exhibit 10.38

Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.

AMENDMENT No. 1

to the Collaboration Agreement

between Novartis Pharma AG and Amgen Inc.

This Amendment No. 1 (“Amendment”) is entered into as of March 20, 2018 (“Amendment No. 1 Effective Date”) by and between Novartis Pharma AG, a Swiss corporation having its principal place of business at Lichtstrasse 35, CH-4056 Basel, Switzerland (“Novartis”), and Amgen Inc., a Delaware corporation having its principal place of business at One Amgen Center Drive, Thousand Oaks, California 91320-1799, USA (“Amgen”). Novartis and Amgen are each referred to individually as a “Party” and together as the “Parties”.

WHEREAS, Novartis and Amgen are parties to a Collaboration Agreement dated as of April 21, 2017 (the “Agreement”) with respect to the Commercialization of and Medical Affairs Activities for the Product in the United States;

WHEREAS, the Parties mutually desire to amend, modify and restate certain terms and conditions of the Agreement regarding the payment of a certain milestone payment;

NOW THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereto agree as follows:


1.	DEFINITIONS

Unless otherwise defined herein, capitalized words in this Amendment shall have the meaning attributed to them in the Agreement.


2.	AMENDMENTS

The Parties agree that, as of the Amendment No. 1 Effective Date, the Agreement is amended as set forth in this Section 2.


2.1	Section 8.2.1 of the Agreement is deleted in its entirety and replaced with the following:

“8.2.1.1 Novartis shall pay Amgen a one-time [*], [*] payment of [*] within [*] days following First Commercial Sale of the Product in the United States.

8.2.1.2 Novartis shall pay Amgen a one-time [*], [*] payment of [*] within [*] days following the date that cumulative gross invoiced sales of the Product in the United States (for clarity, regardless of the Calendar Year in which such sales occur) equals or exceeds [*].”

Page 1 of 1

Exhibit 10.38


3.	INTEGRATION

Except for the sections of the Agreement specifically amended hereunder, all terms and conditions of the Agreement remain and shall remain in full force and effect. This Amendment shall hereafter be incorporated into and deemed part of the Agreement and any future reference to the Agreement shall include the terms and conditions of this Amendment.


4.	APPLICABLE LAW & JURISDICTION

This Amendment shall be governed by, and construed in accordance with, the laws which govern the Agreement, and the Parties submit to the jurisdiction and dispute resolution provisions as set forth in the Agreement.


5.	COUNTERPARTS

This Amendment may be executed in counterparts with the same effect as if both Parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. Signature pages of this Amendment may be exchanged by facsimile or other electronic means without affecting the validity thereof.

[Remainder of Page Intentionally Left Blank – Signature Page to Follow]

Page 2 of 2

Exhibit 10.38

IN WITNESS WHEREOF, the Parties intending to be bound have caused this Amendment to be executed by their duly authorized representatives.



NOVARTIS PHARMA AG By: /s/ *Kellie Crawford* Name: Kellie Crawford Title: Head Finance, Global BD&L and M&A Date: April 9, 2018	AMGEN INC. By: /s/ *Robert A. Bradway* Name: Robert A. Bradway Title: Chairman of the Board, President & CEO Date: March 20, 2018
By: /s/ *Gregor von Arx* Name: Gregor von Arx Title: Global Head Legal Neuroscience & Established Medicines Date: April 9, 2018

Page 3 of 3

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed as of:	4/25/18	4, DEFA14A
Filed on:	4/24/18	8-K
	4/9/18
For Period end:	3/31/18
	3/20/18	4
	4/21/17	8-K
		List all Filings

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/28/21  Amgen Inc.                        10-Q        3/31/21   74:8.3M
 2/09/21  Amgen Inc.                        10-K       12/31/20  140:20M
10/29/20  Amgen Inc.                        10-Q        9/30/20   78:11M

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Filing Submission 0000318154-18-000008 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Amgen Inc – ‘10-Q’ for 3/31/18 – ‘EX-10.38’

On: Tuesday, 4/24/18, at 7:28pm ET · As of: 4/25/18 · For: 3/31/18 · Accession #: 318154-18-8 · File #: 1-37702

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.38’ — Amendment No. 1 to the Collaboration Agreement

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

3 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents