Common use of SCOPE AND ENGAGEMENT Clause in Contracts

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “Agreement”). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s execution or commencement of performance hereunder constitutes Supplier’s acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditions. This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicable, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter, including any standard terms and conditions of Supplier. No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party.

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “Agreement”). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s execution or commencement of performance hereunder constitutes Supplier’s acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditions. This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicable, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter1. STREKKING EN VERBINTENIS 1.1 Amgen zal Bestellingen plaatsen en de Leverancier komt overeen om de Goederen en/of Diensten te leveren zoals beschreven in de toepasselijke Bestelling aan Amgen en/of leden van de Amgen Group in overeenstemming met deze Standaardaankoopvoorwaarden (gezamenlijk: deze “Overeenkomst”). Leveranciers zullen niet xxxxxx gecompenseerd, including any standard terms and conditions tenzij geautoriseerd door een correct uitgevoerde Bestelling. De Leverancier mag niets aan een Bestelling toevoegen, inclusief eventuele aanvullende voorwaarden van de Leverancier, dat xxx xxxxxx opgevat als uitbreiding op de verplichtingen van Amgen die in deze Overeenkomst xxxxxx beschreven. Met het aangaan of Supplieruitvoeren van deze Overeenkomst gaat de Leverancier akkoord met de Overeenkomst. No modification Niets hierin behelst zal Amgen of this Agreement will be effective unless made een lid van Amgen Group verplichten tot enige exclusieve relatie met de Leverancier of tot het aankopen van enige minimumhoeveelheid van de Leverancier, noch Amgen of een lid van Amgen Group beperken in writing and signed by an authorized representative of each Party.het contracteren van een concurrent van de Leverancier. In het geval van een conflict tussen deze Standaardvoorwaarden, de uitdrukkelijke termijn van een Bestelling of, indien van toepassing, een onderhandeld en volledig uitgevoerde overeenkomst tussen de Partijen die betrekking heeft op de diensten voorgenomen in de bijbehorende Bestelling (“Uitgevoerde overeenkomst”), is de volgorde van prioriteit als volgt: de Uitgevoerde overeenkomst, de voorwaarden van de bijbehorende Bestelling en vervolgens deze Standaardvoorwaarden. Deze Overeenkomst, samen met de documenten waarnaar wordt verwezen in de Bestelling en de Uitgevoerde overeenkomst, heeft betrekking op de totale

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “Agreement”). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s execution or commencement of performance hereunder constitutes Supplier’s acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditions. This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicable, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter, including any standard terms and conditions of Supplier. No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party. 1. ANWENDUNGSBEREICH UND LEISTUNGSUMFANG 1.1 Amgen platziert Aufträge, und der Lieferant erklärt sich bereit, Waren und/oder Dienstleistungen wie im betreffenden Auftrag beschrieben gemäß diesen allgemeinen Einkaufsbedingungen an Amgen und/oder Mitglieder der Amgen-Gruppe zu liefern bzw. für diese zu erbringen (insgesamt dieser „Vertrag“). Der Lieferant erhält nur dann eine Vergütung, wenn er aufgrund eines ordnungsgemäß ausgeführten Auftrags dazu berechtigt ist. Ein Zusatz des Lieferanten zum Auftrag mit ergänzenden Bestimmungen darf nicht als Erweiterung der in diesem Vertrag definierten Pflichten von Amgen ausgelegt werden. Die Ausfertigung dieses Vertrags durch den Lieferanten oder der Beginn der Vertragserfüllung durch den Lieferanten gilt als Annahme dieses Vertrags durch den Lieferanten. Keine hierin enthaltene Bestimmung verpflichtet Amgen oder ein Mitglied der Amgen-Gruppe zu einer exklusiven Beziehung mit dem Lieferanten oder zum Kauf einer Mindestmenge vom Lieferanten oder untersagt Amgen oder einem Mitglied der Amgen-Gruppe die Erteilung von Aufträgen an einen Wettbewerber des Lieferanten. Im Falle eines Konflikts zwischen diesen allgemeinen Einkaufsbedingungen, den ausdrücklichen Bestimmungen eines Auftrags und – sofern vorhanden – einem ausgehandelten und vollständig ausgefertigten Vertrag zwischen den Parteien in Bezug auf die im entsprechenden Auftrag angegebenen Dienstleistungen („ausgefertigter Vertrag“) gilt folgende Rangordnung: ausgefertigter Vertrag, Geschäftsbedingungen zum entsprechenden Auftrag und dann diese allgemeinen Einkaufsbedingungen. Dieser Vertrag und die Dokumente, auf die im Auftrag und im ausgefertigten Vertrag verwiesen wird (sofern vorhanden), bilden die vollständige Abrede der Parteien in Bezug auf die benannten Vertragsgegenstände. Er ersetzt und annulliert alle vorherigen oder gleichzeitigen mündlichen oder schriftlichen Vereinbarungen, Kommunikationen, Angebote, Zusicherungen oder Schriftwechsel zwischen den Parteien in Bezug auf den Vertragsgegenstand, einschließlich etwaiger allgemeiner Geschäftsbedingungen des Lieferanten. Eine Änderung dieses Vertrags ist nur gültig, wenn sie schriftlich erfolgt und von bevollmächtigten Vertretern beider Parteien unterzeichnet wurde.

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “Agreement”). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s execution or commencement of performance hereunder constitutes Supplier’s acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditionsa n d t h e n t h e s e s t a n d a r d t e r m s a n d c o n d i t i o n s . This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicable, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter, including any standard terms and conditions of Supplier. No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party. 1.2 Supplier represents and warrants that Supplier: (a) is capable of performing this Agreement and has full power and authority to enter into this Agreement as represented to Amgen; (b) has not entered into any contractual obligation, express or implied, inconsistent with the terms of this Agreement; (c) personnel have no financial or personal interests that would prevent Supplier from performing Services in an objective and non-biased manner or otherwise supplying the Goods, if applicable; (d) shall not employ, subcontract or instruct any healthcare professional who has been the subject of a debarment, disqualification or exclusion under any rules in any jurisdiction where they have practised to provide Services or Goods to Amgen. Supplier shall notify Amgen immediately in writing upon any inquiry or commencement of proceedings concerning debarment, disqualification or exclusion of the same. 1.3 It is a condition of this Agreement that Supplier shall: (a) perform the obligations under this Agreement consistent with the highest standards of the profession, to the best of Supplier’s skill and ability, and in accordance with the Company Requirements as well as all applicable current and future laws and regulations; (b) provide Goods and/or Deliverables and/or perform Services in accordance with any Order, including any specification agreed therein; (c) provide Key Personnel as agreed in the Order; (d) obtain any and all consents, authorizations, licences and releases necessary for the supply of Goods and/or Deliverables and/or Services; and, (e) in light of Amgen being a pharmaceutical company regulated by codes of practice for the promotion of medicines and interactions with healthcare professionals/institutions (i) disclose in writing, as applicable, to the relevant regulatory body or employer the existence and content of any agreement with any healthcare professional related to the Services under this Agreement, including obtaining the written consent of any applicable employer, which requires such disclosure or consent; and

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “"Agreement”"). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s Suppliers' execution or commencement of performance hereunder constitutes Supplier’s Suppliers' acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, conditions and the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditionsshall prevail. This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicableOrder, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter, including any standard terms and conditions of Supplier. No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party. 1.2 Supplier represents and warrants that Supplier: (a) is capable of performing this Agreement and has full power and authority to enter into this Agreement as represented to Amgen; (b) has not entered into any contractual obligation, express or implied, inconsistent with the terms of this Agreement; (c) personnel have no financial or personal interests that would prevent Supplier from performing Services in an objective and non-biased manner or otherwise supplying the Goods if applicable; (d) shall not employ, subcontract or instruct any healthcare professional to provide Services or Goods to Amgen who has been the subject of a debarment, disqualification or exclusion under any rules in any jurisdiction where they have practiced. Supplier shall notify Amgen immediately in writing upon any inquiry or commencement of proceedings concerning debarment, disqualification or exclusion of the same. 1.3 It is a condition of this Agreement that Supplier shall: (a) perform the obligations under this Agreement consistent with the highest standards of the profession, to the best of Supplier's skill and ability, and in accordance with the Company Requirements as well as all applicable current and future laws and regulations; (b) provide Goods and/or Deliverables and/or perform Services in accordance with any Order, including any specification agreed therein; (c) provide Key Personnel as agreed in the Order; (d) obtain any and all consents, authorizations, licenses and releases necessary for supply of Goods and/or Deliverables and/or Services; and, -(e) in light of Amgen being a pharmaceutical company regulated by codes of practice for the promotion of medicines and interactions with healthcare professionals/institutions (i) disclose in writing, as applicable, to the relevant regulatory body or employer the existence and content of any agreement with any healthcare professional related to the Services under this Agreement, including obtaining the written consent of any applicable employer, which requires such disclosure or consent; and (ii) ensure that any Services which include the reimbursement of expenses to healthcare professionals/institutions must be reasonable and any compensation must be at fair market value in arm's length transactions and in compliance with limits set forth in any applicable law or code of practice and any such arrangement does not involve any counselling or promotion of a business arrangement or other activity that violates any applicable law; (f) not recruit, solicit or induce any Amgen Group employee, client, customer or account to terminate their employment or business relationship with any entities belonging to the Amgen Group during the term of this Agreement or for a period of six (6) months thereafter; (g) not enter into any other agreement, whether written or oral which would prevent performance of Supplier's obligations hereunder or engage in any activity which relates to a business directly competing or attempting to directly compete with Amgen in the countries where the Services or Goods are to be supplied during the Term of this Agreement and for a period of six (6) months thereafter; (h) not offer any government official or employee any gift, entertainment, payment, loan or other gratuity that may influence the award of a contract, obtain favourable treatment or in any way influence the prescription or supply of medicines; (i) not initiate any communication relating to the Services or Deliverables or Goods, as applicable, with any governmental or regulatory authority unless required by law and then only on prior written consultation with Amgen, or if requested in writing to do so by Amgen. If a government or regulatory authority initiates communications giving notice to Supplier of any intention to take any regulatory action regarding the subject matter of this Agreement, Supplier will promptly notify in writing Amgen, provide Amgen with copies of correspondence related thereto, and provide Amgen with an opportunity to comment to the furthest extent possible. Amgen acknowledges that it may not direct the manner in which Supplier fulfils its obligations to permit inspection by government authorities.

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “Agreement”). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s execution or commencement of performance hereunder constitutes Supplier’s acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditions. This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicable, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter, including any standard terms and conditions of Supplier. No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party. 1. ОБХВАТ И АНГАЖИМЕНТ 1.1 Амджен подава Заявки, а Доставчикът се съгласява до доставя Стоки и/или Услуги, както е описано в приложимата Заявка, на Амджен и/или членове на Групата на Амджен в съответствие с настоящите стандартни условия за закупуване (заедно представляващи настоящия „Договор“). Доставчикът няма право на възнаграждение освен въз основа на надлежно изпълнена Заявка. Никой от документите, приложени от Доставчика към която и да е Заявка, включително които и да е допълнителни условия на Доставчика, не се тълкува като разширение на обхвата на задълженията на Амджен, както е посочено в настоящия Договор. Изпълнението или стартирането на изпълнението по настоящия Договор от страна на Доставчика се счита за приемане на настоящия Договор от страна на Доставчика. Нищо от съдържанието на настоящия Договор не обвързва Амджен или който и да е член на Групата на Амджен с някакви изключителни взаимоотношения с Доставчика или закупуване на каквото и да е минимално количество от Доставчика и не ограничава Амджен или който и да е член на Групата на Амджен да се договаря с който и да е конкурент на Доставчика. В случай на противоречие между настоящите стандартни условия, изричните условия на конкретна Заявка и сключен и ако е приложимо, изцяло изпълнен договор между Страните във връзка с Услугите, предвидени в съответната Заявка („Изпълнен договор“), те се прилагат в следния приоритетен ред: Изпълненият договор, условията на съответната Заявка и настоящите стандартни условия. Настоящият Договор, включително документите, посочени в Заявката и Изпълнения договор, ако е приложимо, съставлява цялостното споразумение между Страните във връзка с обхвата му и съдържа всички договорености между Страните в тази връзка. Той заменя и отменя всяко и всички предишни или действащи устни или писмени споразумения, комуникации, оферти, предложения, декларации и кореспонденция, сключени или разменени между Страните във връзка с обхвата му, включително които и да е стандартни условия на Доставчика. Настоящият Договор се изменя единствено с надлежен писмен документ, подписан от упълномощен представител на всяка Страна.

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “"Agreement”"). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s Suppliers' execution or commencement of performance hereunder constitutes Supplier’s Suppliers' acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, conditions and the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditionsshall prevail. This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicableOrder, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter, including any standard terms and conditions of Supplier. No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party. 1.2 Supplier represents and warrants that Supplier: (a) is capable of performing this Agreement and has full power and authority to enter into this Agreement as represented to Amgen; (b) has not entered into any contractual obligation, express or implied, inconsistent with the terms of this Agreement; (c) personnel have no financial or personal interests that would prevent Supplier from performing Services in an objective and non-biased manner or otherwise supplying the Goods if applicable; (d) shall not employ, subcontract or instruct any healthcare professional to provide Services or Goods to Amgen who has been the subject of a debarment, disqualification or exclusion under any rules in any jurisdiction where they have practised. Supplier shall notify Amgen immediately in writing upon any inquiry or commencement of proceedings concerning debarment, disqualification or exclusion of the same. 1.3 It is a condition of this Agreement that Supplier shall: (a) perform the obligations under this Agreement consistent with the highest standards of the profession, to the best of Supplier's skill and ability, and in accordance with the Company Requirements as well as all applicable current and future laws and regulations; (b) provide Goods and/or Deliverables and/or perform Services in accordance with any Order, including any specification agreed therein; (c) provide Key Personnel as agreed in the Order; (d) obtain any and all consents, authorizations, licences and releases necessary for supply of Goods and/or Deliverables and/or Services; and, (e) in light of Amgen being a pharmaceutical company regulated by codes of practice for the promotion of medicines and interactions with healthcare professionals/institutions (i) disclose in writing, as applicable, to the relevant regulatory body or employer the existence and content of any agreement with any healthcare professional related to the Services under this Agreement, including obtaining the written consent of any applicable employer, which requires such disclosure or consent; and (ii) ensure that any Services which include the reimbursement of expenses to healthcare professionals/institutions must be reasonable and any compensation must be at fair market value in arm's length transactions and in compliance with limits set forth in any applicable law or code of practice and any such arrangement does not involve any counselling or promotion of a business arrangement or other activity that violates any applicable law; (f) not recruit, solicit or induce any Amgen Group employee, client, customer or account to terminate their employment or business relationship with any entities belonging to the Amgen Group during the term of this Agreement or for a period of six (6) months thereafter; (g) not enter into any other agreement, whether written or oral which would prevent performance of Supplier's obligations hereunder or engage in any activity which relates to a business directly competing or attempting to directly compete with Amgen in the countries where the Services or Goods are to be supplied during the Term of this Agreement and for a period of six

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “"Agreement”"). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s 's execution or commencement of performance hereunder constitutes Supplier’s 's acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, conditions and the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditionsshall prevail. This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicableOrder, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter, including any standard terms and conditions of Supplier. No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party. 1.2 Supplier represents and warrants that Supplier: (a) is capable of performing this Agreement and has full power and authority to enter into this Agreement as represented to Amgen; (b) has not entered into any contractual obligation, express or implied, inconsistent with the terms of this Agreement; (c) personnel have no financial or personal interests that would prevent Supplier from performing Services in an objective and non-biased manner or otherwise supplying the Goods if applicable; (d) shall not employ, subcontract or instruct any healthcare professional to provide Services or Goods to Amgen who has been the subject of a debarment, disqualification or exclusion under any rules in any jurisdiction where they have practiced. Supplier shall notify Amgen immediately in writing upon any inquiry or commencement of proceedings concerning debarment, disqualification or exclusion of the same. 1.3 It is a condition of this Agreement that Supplier shall: (a) perform the obligations under this Agreement consistent with the highest standards of the profession, to the best of Supplier's skill and ability, and in accordance with the Company Requirements as well as all applicable current and future laws and regulations; (b) provide Goods and/or Deliverables and/or perform Services in accordance with any Order, including any specification agreed therein; (c) provide Key Personnel as agreed in the Order; (d) obtain any and all consents, authorizations, licences and releases necessary for supply of Goods and/or Deliverables and/or Services; and, (e) in light of Amgen being a pharmaceutical company regulated by codes of practice for the promotion of medicines and interactions with healthcare professionals/institutions (i) disclose in writing, as applicable, to the relevant regulatory body or employer the existence and content of any agreement with any healthcare professional related to the Services under this Agreement, including obtaining the written consent of any applicable employer, which requires such disclosure or consent; and (ii) ensure that any Services which include the reimbursement of expenses to healthcare professionals/institutions must be reasonable and any compensation must be at fair market value in arm's length transactions and in compliance with limits set forth in any applicable law or code of practice and any such arrangement does not involve any counselling or promotion of a business arrangement or other activity that violates any applicable law; (f) not recruit, solicit or induce any Amgen Group employee, client, customer or account to terminate their employment or business relationship with any entities belonging to the Amgen Group during the term of this Agreement or for a period of six (6) months thereafter; (g) not enter into any other agreement, whether written or oral which would prevent performance of Supplier's obligations hereunder or engage in any activity which relates to a business directly competing or attempting to directly compete with Amgen in the countries where the Services or Goods are to be supplied during the Term of this Agreement and for a period of six

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “"Agreement”"). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s Suppliers' execution or commencement of performance hereunder constitutes Supplier’s Suppliers' acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, conditions and the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditionsshall prevail. This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicableOrder, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter, including any standard terms and conditions of Supplier. No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party. 1.2 Supplier represents and warrants that Supplier (a) is capable of performing this Agreement and has full power and authority to enter into this Agreement as represented to Amgen; (b) has not entered into any contractual obligation, express or implied, inconsistent with the terms of this Agreement; (c) personnel have no financial or personal interests that would prevent Supplier from performing Services in an objective and non-biased manner or otherwise supplying the Goods if applicable; (d) shall not employ, subcontract or instruct any healthcare professional to provide Services or Goods to Amgen who has been the subject of a debarment, disqualification or exclusion under any rules in any jurisdiction where they have practised. Supplier shall notify Amgen immediately in writing upon any inquiry or commencement of proceedings concerning debarment, disqualification or exclusion of the same. 1.3 It is a condition of this Agreement that Supplier shall: (a) perform the obligations under this Agreement consistent with the highest standards of the profession, to the best of Supplier's skill and ability, and in accordance with the Company Requirements as well as all applicable current and future laws and regulations; (b) provide Goods and/or Deliverables and/or perform Services in accordance with any Order, including any specification agreed therein; (c) provide Key Personnel as agreed in the Order; (d) obtain any and all consents, authorizations, licences and releases necessary for supply of Goods and/or Deliverables and/or Services; and, (e) in light of Amgen being a pharmaceutical company regulated by codes of practice for the promotion of medicines and interactions with healthcare professionals/institutions (i) disclose in writing, as applicable, to the relevant regulatory body or employer the existence and content of any agreement with any healthcare professional related to the Services under this Agreement, including obtaining the written consent of any applicable employer, which requires such disclosure or consent; and

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “Agreement”). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s execution or commencement of performance hereunder constitutes Supplier’s acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditionsa n d t h e n t h e s e s t a n d a r d t e r m s a n d c o n d i t i o n s . This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicable, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter, including any standard terms and conditions of Supplier. No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party. 1.2 Supplier represents and warrants that Supplier: (a) is capable of performing this Agreement and has full power and authority to enter into this Agreement as represented to Amgen; (b) has not entered into any contractual obligation, express or implied, inconsistent with the terms of this Agreement; (c) personnel have no financial or personal interests that would prevent Supplier from performing Services in an objective and non-biased manner or otherwise supplying the Goods, if applicable; (d) shall not employ, subcontract or instruct any healthcare professional who has been the subject of a debarment, disqualification or exclusion under any rules in any jurisdiction where they have practised to provide Services or Goods to Amgen. Supplier shall notify Amgen immediately in writing upon any inquiry or commencement of proceedings concerning debarment, disqualification or exclusion of the same. 1.3 It is a condition of this Agreement that Supplier shall: (a) perform the obligations under this Agreement consistent with the highest standards of the profession, to the best of Supplier’s skill and ability, and in accordance with the Company Requirements as well as all applicable current and future laws and regulations; (b) provide Goods and/or Deliverables and/or perform Services in accordance with any Order, including any specification agreed therein; (c) provide Key Personnel as agreed in the Order; (d) obtain any and all consents, authorizations, licences and releases necessary changesfor the supply of Goods and/or Deliverables and/or Services; and, (e) in light of Amgen being a pharmaceutical company regulated by codes of practice for the promotion of medicines and interactions with healthcare professionals/institutions (i) disclose in writing, as applicable, to the relevant regulatory body or employer the existence and content of any agreement with any healthcare professional related to the Services under this Agreement, including obtaining the written consent of any applicable employer, which requires such disclosure or consent; and

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “Agreement”"). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s 's execution or commencement of performance hereunder constitutes Supplier’s 's acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”"), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditions. This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicable, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter, including any standard terms and conditions of Supplier. No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party 1.2 Supplier represents and warrants that Supplier (a) is capable of performing this Agreement and has full power and authority to enter into this Agreement as represented to Amgen; (b) has not entered into any contractual obligation, express or implied, inconsistent with the terms of this Agreement; (c) personnel have no financial or personal interests that would prevent Supplier from performing Services in an objective and non-biased manner or otherwise supplying the Goods if applicable; (d) shall not employ, subcontract or instruct any healthcare professional to provide Services or Goods to Amgen who has been the subject of a debarment, disqualification or exclusion under any rules in any jurisdiction where they have practised. Supplier shall notify Amgen immediately in writing upon any inquiry or commencement of proceedings concerning debarment, disqualification or exclusion of the same. 1.3 It is a condition of this Agreement that Supplier shall: (a) perform the obligations under this Agreement consistent with the highest standards of the profession, to the best of Supplier's skill and ability, and in accordance with Company Requirements as well as all applicable current and future laws and regulations; (b) provide Goods and/or Deliverables and/or perform Services in accordance with any Order, including any specification agreed therein; (c) provide Key Personnel as agreed in the Order; (d) obtain any and all consents, authorizations, licences and releases necessary for supply of Goods and/or Deliverables and/or Services; and, (e) in light of Amgen being a pharmaceutical company regulated by codes of practice for the promotion of medicines and interactions with healthcare professionals/institutions (i) disclose in writing, as applicable, to the relevant regulatory body or employer the existence and content of any agreement with any healthcare professional related to the Services under this Agreement, including obtaining the written consent of any applicable employer, which requires such disclosure or consent; and (ii) ensure that any Services which include the reimbursement of expenses to healthcare professionals/institutions must be reasonable and any compensation must be at fair market value in arm's length transactions and in compliance with limits set forth in any applicable law or code of practice and any such arrangement does not involve any counselling or promotion of a business arrangement or other activity that violates any applicable law; (f) not recruit, solicit or induce any Amgen Group employee, client, customer or account to terminate their employment or business relationship with any entities belonging to the Amgen Group during the term of this Agreement or for a period of six (6) months thereafter; (g) not enter into any other agreement, whether written or oral which would prevent performance of Supplier's obligations hereunder or engage in any activity which relates to a business directly competing or attempting to directly compete with Amgen in the countries where the Services or Goods are to be supplied during the Term of this Agreement and for a period of six

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “"Agreement”"). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s Suppliers' execution or commencement of performance hereunder constitutes Supplier’s Suppliers' acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, conditions and the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditionsshall prevail. This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicableOrder, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter, including any standard terms and conditions of Supplier. No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party.

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “"Agreement”"). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s Suppliers’ execution or commencement of performance hereunder constitutes Supplier’s Suppliers’ acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, conditions and the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditionsshall prevail. This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicableOrder, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter, including any standard terms and conditions of Supplier. No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party. 1.2 Supplier represents and warrants that Supplier (a) is capable of performing this Agreement and has full power and authority to enter into this Agreement as represented to Amgen; (b) has not entered into any contractual obligation, express or implied, inconsistent with the terms of this Agreement; (c) Personnel have no financial or personal interests that would prevent Supplier from performing Services in an objective and non- biased manner or otherwise supplying the Goods if applicable; (d) shall not employ, subcontract or instruct any healthcare professional to provide Services or Goods to Amgen who has been the subject of a debarment, disqualification or exclusion under any rules in any jurisdiction where they have practised. Supplier shall notify Amgen immediately in writing upon any inquiry or commencement of proceedings concerning debarment, disqualification or exclusion of the same. 1.3 It is a condition of this Agreement that Supplier shall: (a) Perform the obligations under this Agreement consistent with the highest standards of the profession, to the best of Supplier’s skill and ability, and in accordance with the Company Requirements as well as all applicable current and future laws and regulations; (b) Provide Goods and/or Deliverables and/or perform Services in accordance with any Order, including any specification agreed therein; (c) Provide Key Personnel as agreed in the Order; (d) obtain any and all consents, authorizations, licences and releases necessary for supply of Goods and/or Deliverables and/or Services; and, (e) in light of Amgen being a pharmaceutical company regulated by codes of practice for the promotion of medicines and interactions with healthcare professionals/institutions (i) disclose in writing, as applicable, to the relevant regulatory body or employer the existence and content of any agreement with any healthcare professional related to the Services under this Agreement, including obtaining the written consent of any applicable employer, which requires such disclosure or consent; and (ii) ensure that any Services which include the reimbursement of expenses to healthcare professionals/institutions must be reasonable and any compensation must be at fair market value in arm’s length transactions and in compliance with limits set forth in any applicable law or code of practice and any such arrangement does not involve any counselling or promotion of a business arrangement or other activity that violates any applicable law; (f) Not recruit, solicit or induce any Amgen Group employee, client, customer or account to terminate their employment or business relationship with any entities belonging to the Amgen Group during the term of this Agreement or for a period of six (6) months thereafter; (g) not enter into any other agreement, whether written or oral which would prevent performance of Supplier’s obligations hereunder or engage in any activity which relates to a business directly competing or attempting to directly compete with Amgen in the countries where the Services or Goods are to be supplied during the Term of this Agreement and for a period of six (6) months thereafter; (h) not offer any government official or employee any gift, entertainment, payment, loan or other gratuity that may influence the award of a contract, obtain favourable treatment or in any way influence the prescription or supply of medicines; (i) Not initiate any communication relating to the Services or Deliverables or Goods, as applicable, with any governmental or regulatory authority unless required by law and then only on prior written consultation with Amgen, or if requested in writing to do so by Amgen. If a government or regulatory authority initiates communications giving notice to Supplier of any intention to take any regulatory action regarding the subject matter of this Agreement, Supplier will promptly notify in writing Amgen, provide Amgen with copies of correspondence related thereto, and provide Amgen with an opportunity to comment to the furthest extent possible. Amgen acknowledges that it may not direct the manner in which Supplier fulfils its obligations to permit inspection by government authorities.

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “Agreement”). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s execution or commencement of performance hereunder constitutes Supplier’s acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditions. This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicable, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter, including any standard terms and conditions of Supplier1. No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party.OMFATTNING OCH ÅTAGANDE 1.1 Amgen ska göra Beställningar och Leverantören samtycker till att leverera Varor och/xxxxx Tjänster enligt beskrivning i tillämplig Beställning till Amgen och/xxxxx medlemmar i Amgen-koncernen enligt dessa standardvillkor för köp (gemensamt detta ”Avtal”). Leverantören kompenseras inte såvida det inte finns godkännande via en korrekt utförd Beställning. Ingenting som Leverantören bifogar till någon Beställning, inklusive ytterligare villkor xxxx Leverantören, ska tolkas som att det utökar Amgens skyldigheter som anges i detta Avtal. Leverantörens genomförande xxxxx inledande av arbete enligt xxxxx bestämmelse utgör Leverantörens godkännande av detta Avtal. Ingenting häri ska innebära att Amgen xxxxx någon medlem i Amgen-koncernen har en exklusiv relation till Leverantören, xxxxx att man ska handla för något minsta belopp xxxx Leverantören. Det ska xxxxxx inte begränsa Amgen xxxxx någon medlem i Amgen-koncernen xxxx att xxxx avtal med någon konkurrent till Leverantören. I händelse av konflikt xxxxxx xxxxx standardvillkor, de uttryckliga villkoren i en Beställning och, om tillämpligt, ett förhandlat och fullt verkställt avtal mellan Parterna med avseende på Tjänsterna som övervägs i motsvarande Beställning (”Verkställt avtal”), ska tolkningsordningen vara det Verkställda avtalet, villkoren i motsvarande Beställning och sedan dessa standardvillkor. Detta Avtal, tillsammans med de dokument som hänvisas till i Beställningen och det Verkställda avtalet, om tillämpligt, utgör hela avtalet mellan Parterna med avseende på de frågor det berör, och innehåller allt Parterna har förhandlat och kommit överens om. Det ersätter och xxxxx xxxx föregående xxxxx samtidiga avtal, kommunikationer, erbjudanden, förslag, garantier xxxxx korrespondens, både muntligt och skriftligt, som utväxlas xxxxx slutförs mellan Parterna gällande samma ämne, inklusive

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “"Agreement”"). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s Suppliers' execution or commencement of performance hereunder constitutes Supplier’s Suppliers' acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, conditions and the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditionsshall prevail. This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicableOrder, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter, including any standard terms and conditions of Supplier. No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party. 1.2 Supplier represents and warrants that Supplier (a) is capable of performing this Agreement and has full power and authority to enter into this Agreement as represented to Amgen; (b) has not entered into any contractual obligation, express or implied, inconsistent with the terms of this Agreement; (c) Personnel have no financial or personal interests that would prevent Supplier from performing Services in an objective and non- biased manner or otherwise supplying the Goods if applicable; (d) shall not employ, subcontract or instruct any healthcare professional to provide Services or Goods to Amgen who has been the subject of a debarment, disqualification or exclusion under any rules in any jurisdiction where they have practised. Supplier shall notify Amgen immediately in writing upon any inquiry or commencement of proceedings concerning debarment, disqualification or exclusion of the same. 1.3 It is a condition of this Agreement that Supplier shall: (a) perform the obligations under this Agreement consistent with the highest standards of the profession, to the best of Supplier’s skill and ability, and in accordance with the Company Requirements as well as all applicable current and future laws and regulations; (b) Provide Goods and/or Deliverables and/or perform Services in accordance with any Order, including any specification agreed therein; (c) Provide Key Personnel as agreed in the Order; (d) obtain any and all consents, authorizations, licences and releases necessary for supply of Goods and/or Deliverables and/or Services; and, (e) in light of Amgen being a pharmaceutical company regulated by codes of practice for the promotion of medicines and interactions with healthcare professionals/institutions (i) disclose in writing, as applicable, to the relevant regulatory body or employer the existence and content of any agreement with any healthcare professional related to the Services under this Agreement, including obtaining the written consent of any applicable employer, which requires such disclosure or consent; and (ii) ensure that any Services which include the reimbursement of expenses to healthcare professionals/institutions must be reasonable and any compensation must be at fair market value in arm's length transactions and in compliance with limits set forth in any applicable law or code of practice and any such arrangement does not involve any counselling or promotion of a business arrangement or other activity that violates any applicable law; (f) not recruit, solicit or induce any Amgen Group employee, client, customer or account to terminate their employment or business relationship with any entities belonging to the Amgen Group during the term of this Agreement or for a period of six (6) months thereafter; (g) not enter into any other agreement, whether written or oral which would prevent performance of Supplier's obligations hereunder or engage in any activity which relates to a business directly competing or attempting to directly compete with Amgen in the countries where the Services or Goods are to be supplied during the Term of this Agreement and for a period of six (6) months thereafter; (h) not offer any government official or employee any gift, entertainment, payment, loan or other gratuity that may influence the award of a contract, obtain favourable treatment or in any way influence the prescription or supply of medicines; (i) not initiate any communication relating to the Services or Deliverables or Goods, as applicable, with any governmental or regulatory authority unless required by law and then only on prior written consultation with Amgen, or if requested in writing to do so by Amgen. If a government or regulatory authority initiates communications giving notice to Supplier of any intention to take any regulatory action regarding the subject matter of this Agreement, Supplier will promptly notify in writing Amgen, provide Amgen with copies of correspondence related thereto, and provide Amgen with an opportunity to comment to the furthest extent possible. Amgen acknowledges that it may not direct the manner in which Supplier fulfils its obligations to permit inspection by government authorities.

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “Agreement”). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s execution or commencement of performance hereunder constitutes Supplier’s acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditions. This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicable, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter, including any standard terms and conditions of Supplier. No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party. 1.2 Supplier represents and warrants that Supplier: (a) is capable of performing this Agreement and has full power and authority to enter into this Agreement as represented to Amgen; (b) has not entered into any contractual obligation, express or implied, inconsistent with the terms of this Agreement; (c) personnel have no financial or personal interests that would prevent Supplier from performing Services in an objective and non- biased manner or otherwise supplying the Goods if applicable; (d) shall not employ, subcontract or instruct any healthcare professional to provide Services or Goods to Amgen who has been the subject of a debarment, disqualification or exclusion under any rules in any jurisdiction where they have practiced. Supplier shall notify Amgen immediately in writing upon any inquiry or commencement of proceedings concerning debarment, disqualification or exclusion of the same.

SCOPE AND ENGAGEMENT. 1.1 Amgen shall place Orders and Supplier agrees to supply Goods and/or Services as described in the applicable Order to Amgen and/or Amgen Group members in accordance with these standard terms and conditions of purchase (together, this “Agreement”). Supplier will not be compensated unless authorized by a properly executed Order. Nothing attached by Supplier to any Order, including any additional terms or conditions of Supplier, may be construed to expand Amgen's obligations as set forth in this Agreement. Supplier’s execution or commencement of performance hereunder constitutes Supplier’s acceptance of this Agreement. Nothing contained herein shall obligate Amgen or any Amgen Group member to any exclusive relationship with Supplier or to purchase any minimum amount from Supplier or restrict Amgen or any Amgen Group member from contracting with any competitor of Supplier. In the event of conflict between these standard terms and conditions, the express terms of an Order, and, if applicable, a negotiated and fully executed agreement between the Parties pertaining to the Services contemplated in the corresponding Order (“Executed Agreement”), the order of precedence shall be the Executed Agreement, the terms of the corresponding Order and then these standard terms and conditions. This Agreement, along with the documents referred to in the Order and the Executed Agreement, if applicable, contains the entire agreement between the Parties with respect to the matters to which it refers, and contains everything the Parties have negotiated and agreed upon. It replaces and annuls any and all prior or contemporaneous agreements, communications, offers, proposals, representations, or correspondence, oral or written, exchanged or concluded between the Parties relating to the same subject matter, including any standard terms and conditions of Supplier. No modification of this Agreement will be effective unless made in writing and signed by an authorized representative of each Party. .