Summary
Amgen Inc. (AMGN) filed an 8-K on June 29, 2007, detailing a significant amendment to a 1984 Shareholders' Agreement concerning their joint venture, Kirin-Amgen, Inc. The amendment, effective July 1, 2007, involves Kirin Brewery Company, Limited, and its subsidiary Kirin Pharma Company, Limited. The primary changes include the addition of Kirin Pharma as a party to the agreement and the removal of certain restrictions on asset transfers and mergers for Kirin Brewery. This restructuring appears to facilitate the transfer of rights and obligations from Kirin Brewery to Kirin Pharma within the joint venture context.
Key Highlights
- 1Amgen Inc. entered into Amendment No. 13 to the Kirin-Amgen, Inc. Shareholders' Agreement, effective July 1, 2007.
- 2Kirin Pharma Company, Limited is added as a party to the Shareholders' Agreement.
- 3Restrictions on Kirin Brewery's ability to assign rights and obligations to Kirin Pharma under certain agreements have been removed.
- 4The amendment removes restrictions on Kirin Brewery or Amgen regarding the transfer of substantially all assets or engaging in mergers/consolidations.
- 5Amgen gains specific rights to purchase Kirin Brewery's equity in Kirin-Amgen if Kirin Brewery ceases to beneficially own a majority of Kirin Pharma's shares.
- 6Amgen can increase its representation on the Kirin-Amgen board and secure preferred stock rights if Kirin Brewery fails to maintain certain ownership/director appointment rights.
- 7The agreement includes provisions for minimum R&D funding levels for products licensed by Kirin-Amgen through 2019.
Frequently Asked Questions
The main purpose of the Amendment Agreement is to restructure the relationship within the Kirin-Amgen joint venture. It facilitates the transfer of rights and obligations from Kirin Brewery to its subsidiary, Kirin Pharma, and modifies certain governance and exit provisions within the Shareholders' Agreement.
By adding Kirin Pharma, the amendment allows Kirin Brewery to more easily assign its future rights and obligations under the Kirin/Amgen Agreements to its subsidiary. This streamlines operations and responsibilities within the joint venture by having the direct operational entity, Kirin Pharma, assume a formal role.
If Kirin Brewery ceases to beneficially own a majority of Kirin Pharma's shares, Amgen gains the right to purchase all of Kirin Brewery's equity securities in Kirin-Amgen. Additionally, Amgen can trigger an increase in the Kirin-Amgen board size and receive preferred stock that allows it to appoint the additional director, enhancing its control over the joint venture's governance.
Yes, the amendment includes provisions for certain minimum funding levels for future Research and Development (R&D) expenses related to products currently licensed by Kirin-Amgen. These funding commitments are specified to extend through the year 2019.