8-KMaterial AgreementsExhibits & Filings

AMGEN INC 8-K Report, Material Agreement (Feb 4, 2008)

Filed February 4, 2008For Securities:AMGN

Summary

Amgen Inc. has entered into significant agreements with Takeda Pharmaceutical Company Limited, marking a strategic expansion and restructuring of its Japanese operations. Key among these are two crucial licensing agreements and a purchase agreement for Amgen's Japanese subsidiary. The Japan License Agreement grants Takeda exclusive rights to develop and commercialize several Amgen proprietary molecules in Japan, including Vectibix, in exchange for substantial upfront and milestone payments, along with royalties. The Global License Agreement focuses on the development and commercialization of motesanib diphosphate worldwide, with a shared responsibility model outside Japan and Takeda bearing full responsibility in Japan. This collaboration also includes upfront and milestone payments, with shared development costs and profits outside Japan. Additionally, Amgen will sell its Japanese subsidiary, Amgen K.K., to Takeda, with the transaction expected to close by the end of March 2008. These agreements represent a significant financial and operational shift for Amgen in the Japanese market.

Key Highlights

  • 1Amgen entered into a multi-product Japan License Agreement with Takeda, granting exclusive rights for several proprietary molecules in Japan.
  • 2Under the Japan License Agreement, Amgen will receive an upfront payment of $200 million and up to $362 million in milestone payments, plus double-digit royalties.
  • 3Amgen and Takeda will collaborate globally on the development and commercialization of motesanib diphosphate through a Global License Agreement.
  • 4The Global License Agreement includes a $100 million upfront payment to Amgen and up to $175 million in milestone payments for motesanib diphosphate.
  • 5Takeda will acquire Amgen's Japanese subsidiary, Amgen K.K., with the closing expected by March 31, 2008.
  • 6Amgen will record upfront payments from Takeda over an estimated 20-year period, reflecting its continuous obligations.
  • 7These agreements are effective February 1, 2008, and were announced via press release on February 3, 2008.

Frequently Asked Questions

Amgen will receive significant upfront payments totaling $300 million ($200 million from the Japan License Agreement and $100 million from the Global License Agreement). There are also substantial success-based milestone payments possible from both agreements, totaling up to $537 million ($362 million + $175 million). Amgen will also earn double-digit royalties on sales in Japan for licensed products and share profits for motesanib diphosphate outside Japan, alongside cost reimbursements.

Amgen is selling its Japanese subsidiary, Amgen K.K., to Takeda. The Japan License Agreement grants Takeda exclusive rights to develop and commercialize several Amgen products in Japan, with Takeda bearing full responsibility for development and commercialization costs in that territory. This indicates a significant restructuring of Amgen's direct presence and product strategy in Japan.

Amgen will recognize the upfront payments into income ratably over an estimated continuous obligation period of approximately 20 years. The benefit of research and development cost recovery will be recorded as related expenses are incurred.

The Global License Agreement signifies a partnership for motesanib diphosphate's worldwide development and commercialization. While Amgen retains commercialization rights in North America, Takeda will handle commercialization outside North America and bear 100% of development costs in Japan. This is a strategic move to share global development risks and costs while leveraging Takeda's international reach.