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.

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