THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION: [***] SECOND...

EXHIBIT 10.19

THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION: [***]

SECOND COLLABORATION AND LICENSE AGREEMENT

This Second Collaboration And License Agreement (the “Agreement”) is entered into as of September 28, 2016 (the “Effective Date”) by and between (a) Amgen Inc. a Delaware corporation (“Amgen”) and (b) Arrowhead Pharmaceuticals, Inc., a Delaware corporation (“Arrowhead”).  Arrowhead and Amgen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

Whereas, Arrowhead possesses proprietary technology and know-how related to the discovery, identification, synthesis and development of RNA interference (“RNAi”) therapeutics, using a GalNAc liver targeting approach;

Whereas, Amgen possesses resources and expertise in the development and commercialization of pharmaceutical products in the field of medicine, and is interested in developing RNAi therapeutics as drug candidates in such field;

Whereas, Amgen and Arrowhead desire to engage in a transaction pursuant to which Arrowhead will deliver optimized drug candidates as part of a specific target program it has developed, and pursuant to which Amgen will obtain an exclusive license from Arrowhead to further develop and commercialize Licensed Products with respect to such target, all on the following terms and conditions; and

Whereas, concurrently herewith, the Parties are entering into a Common Stock Purchase Agreement dated as of the Effective Date (“Stock Purchase Agreement”) pursuant to which Amgen agrees to purchase, and Arrowhead agrees to sell, up to $12,500,000 worth of shares of common stock, par value $0.001 per share, of Arrowhead.

Now, Therefore, in consideration of the foregoing premises and the mutual covenants and conditions contained in this Agreement, the Parties agree as follows:

Article 1 DEFINITIONS

1.1 “Acquiree” has the meaning set forth in Section 15.6(b).

1.2 “Acquiror” has the meaning set forth in Section 15.6(a).

1.3 “Acquisition” has the meaning set forth in Section 15.6(b).

1.4 “Affiliate” means, with respect to a particular Party, a person, corporation, partnership, or other entity that controls, is controlled by or is under common control with such Party.  For the purposes of this definition, the word “control” (including, with correlative meaning,

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the terms “controlled by” or “under common control with”) shall mean the actual power, either directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity, whether by the ownership of fifty percent (50%) or more of the voting stock of such entity, or by contract or otherwise.

1.5 “Agreement” has the meaning set forth in the introductory paragraph.

1.6 “Amgen” has the meaning set forth in the introductory paragraph.

1.7 “Amgen Indemnitees” has the meaning set forth in Section 11.1.

1.8 “Amgen Withholding Tax Action” has the meaning set forth in Section 8.10(c).

1.9 “Arrowhead” has the meaning set forth in the introductory paragraph.

1.10 “Arrowhead Indemnitees” has the meaning set forth in Section 11.2.

1.11 “Arrowhead Know-How” means all Information Controlled by Arrowhead or any of its Affiliates (a) as of the Effective Date or during the Term, and (b) (i) (A) that was used by Arrowhead or its Affiliates in its research and development of RNAi Molecules prior to the Effective Date or (B) that is used by Arrowhead or its Affiliates in the course of conducting activities under this Agreement during the Term, and, in each case, is related to the Development, Manufacturing, or Commercialization of Licensed Compounds or Licensed Products in any field, or (ii) that is necessary or reasonably useful for the Development, Manufacturing, Commercialization, use, sale, offer for sale, importation or other exploitation of any Licensed Compound or Licensed Product in any field.

1.12 “Arrowhead Licensed Technology” means the Arrowhead Know-How, Arrowhead Patents and Arrowhead Collaboration Results.  

1.13 “Arrowhead Patent” means any Patent (other than a Joint Patent) that (a) is Controlled by Arrowhead or any of its Affiliates as of the Effective Date or at any time during the Term, and (b) (i) absent a license, would be infringed (or, for purposes of pending patent applications, would be infringed if a patent was issued therefor with claims in their then-current form) by, or (ii) would be reasonably necessary or useful for, in either case, the Development, Manufacture, Commercialization, use, sale, offer for sale, importation or other exploitation of any Licensed Compound or Licensed Product in any field.  

1.14 “Arrowhead Platform Patents” has the meaning set forth in Section 9.3(a)(i).

1.15 “Arrowhead Product Patents” has the meaning set forth in Section 9.3(a)(ii).

1.16 “Background IP” has the meaning set forth in Section 9.2(c).

1.17 “Bankruptcy Code” means Title 11, U.S. Code Sections 101 et. seq.

1.18 “Blocking Patents” means as to a Licensed Compound or Licensed Product, any Patent rights of a Third Party that claim, in a particular country, the composition or use or

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manufacture of such Licensed Compound or Licensed Product, and which such Patent rights would be infringed by the manufacture, use, offer for sale, sale, import or export of such Licensed Compound or Licensed Product in such country.

1.19 “Business Day” means any weekday that is not a legal holiday in New York, New York, U.S., and is not a day on which banking institutions are required by Law to be closed.

1.20 “Calendar Quarter” means the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 and December 31; provided, however, that (a) the first Calendar Quarter of any particular period shall extend from the commencement of such period to the end of the first complete Calendar Quarter thereafter; and (b) the last Calendar Quarter shall end upon the expiration or termination of this Agreement.

1.21 “Calendar Year” means (a) for the first Calendar Year of the Term, the period beginning on the Effective Date and ending on December 31, 2016, (b) for each Calendar Year of the Term thereafter, each successive period beginning on January 1 and ending twelve (12) consecutive calendar months later on December 31, and (c) for the last Calendar Year of the Term, the period beginning on January 1 of the Calendar Year in which the Agreement expires or terminates and ending on the effective date of expiration or termination of this Agreement.

1.22 “Change of Control” means the occurrence of any of the following: (a) a Party enters into a merger, consolidation, business combination, recapitalization, share exchange, stock sale or sale or transfer of all or substantially all of its assets to which this Agreement relates, or other similar transaction or series of transactions with a Third Party; or (b) any transaction or series of related transactions in which any Third Party or group of Third Parties acquires beneficial ownership of securities of a Party representing more than fifty percent (50%) of the combined voting power of the then outstanding securities of such Party.  Notwithstanding the foregoing clauses (a) or (b), a stock sale to underwriters of a public offering of a Party’s capital stock or other Third Parties solely for the purpose of financing or a transaction solely to change the domicile of a Party shall not constitute a Change of Control.

1.23 “Claims” has the meaning set forth in Section 11.1.

1.24 “Clinical Trial” means any human clinical trial of a Licensed Product as defined in 21 C.F.R. § 312.21, or an equivalent human clinical trial prescribed by the Regulatory Authorities in a foreign country.

1.25 “Closing Date” has the meaning set forth in Section 15.14.

1.26 “CMC” has the meaning set forth in Section 1.60.

1.27 “Code” has the meaning set forth in Section 8.10(b).

1.28 “Collaboration Target” means the Target identified in Exhibit A.

1.29 “Combination Product” means a Licensed Product sold in combination with at least one (1) additional pharmaceutical product other than a Licensed Compound.

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1.30 “Commercialization” means the marketing, promotion, sale, distribution or other activities relating to the commercialization of a Licensed Product in any field in the Territory. “Commercialize” has a correlative meaning.

1.31 “Commercially Reasonable Efforts” means efforts consistent with the efforts and resources normally used by a similarly situated pharmaceutical or biotechnology company in the exercise of its reasonable business discretion relating to the development or commercialization of a pharmaceutical product with similar product characteristics that is of similar market potential at a similar stage of development or commercialization, and in the case of either Party taking into account other relevant factors including technical, legal, intellectual property, competition, scientific and medical factors.

1.32 “Competing Product” means any compound directed to the Collaboration Target.

1.33 “Competing Program” means the research, development, commercialization or manufacture, in the Territory, of any Competing Product.

1.34 “Confidentiality Agreement” means the Confidential Disclosure Agreement between Arrowhead and Amgen, effective as of April 21, 2014, as amended.

1.35 “Confidential Information” of a Party means any and all Information of such Party (or of any Third Parties) that is disclosed by a Party to the other Party under this Agreement, except as otherwise set forth in Article 12 or as otherwise expressly set forth in this Agreement, whether in oral, written, graphic, or electronic form.  All Information disclosed by a Party pursuant to the Confidentiality Agreement shall be deemed to be such Party’s Confidential Information disclosed hereunder (with the mutual understanding and agreement that any use or disclosure thereof that is authorized under Article 12 shall not be restricted by, or be deemed a violation of, the Confidentiality Agreement).

1.36 “Control” means, with respect to any Information or intellectual property right, that an entity (a) owns or (b) has the right to grant access, a license, or a sublicense (as applicable) to such Information or intellectual property right on the terms and conditions set forth in this Agreement without (i) violating the terms of any then-existing agreement with any Third Party or (ii) requiring any payment (whether or not then due and payable) with respect to the grant or exercise of such access, license or sublicense under any then-existing agreement with any Third Party (unless the other Party agrees in writing to be responsible for such payments).  

1.37 “Cure Period” has the meaning set forth in Section 13.3.

1.38 “Development” means all activities that relate to obtaining, maintaining or expanding Regulatory Approval for a Licensed Product, including preclinical testing, toxicology, formulation, Clinical Trials, preparation, submission, review, and development of data or information for the purpose of submission to a Governmental Authority to obtain, maintain or expand Regulatory Approval for a Licensed Product.  “Develop” and “Developing” have correlative meanings.

1.39 “Disputes” has the meaning set forth in Section 14.1.

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1.40 “DOJ” has the meaning set forth in Section 15.14.

1.41 “Dollar” means a U.S. dollar, and “$” shall be interpreted accordingly.

1.42 “Effective Date” has the meaning set forth in the introductory paragraph.

1.43 “EMA” means the European Medicines Agency or any successor entity.

1.44 “Executive Officer” means, with respect to Arrowhead, its Chief Executive Officer, and with respect to Amgen, a designated official who shall be a Vice President or higher with authority to resolve such matter

1.45 “FD&C Act” means the U.S. Federal Food, Drug and Cosmetic Act, as amended, and applicable regulations promulgated thereunder by the FDA.

1.46 “FDA” means the U.S. Food and Drug Administration or any successor entity.

1.47 “First Collaboration Agreement” means that certain First Collaboration and License Agreement entered into between Arrowhead and Amgen as of even date herewith.

1.48 “First Commercial Sale” means, with respect to a Licensed Product, the first sale to a Third Party for end use or consumption of such Licensed Product in a given country following the receipt of Regulatory Approval in such country, provided that “First Commercial Sale” shall not include sale, disposal or use of a Licensed Product for marketing, regulatory, development or charitable purposes, such as clinical trials, pre-clinical trials, compassionate use, named patient use, or indigent patient programs, without consideration.

1.49 “FTC” has the meaning set forth in 15.14.

1.50 “GAAP” means the then current generally accepted accounting principles in the U.S., as applied on a consistent basis.

1.51 “GCP” or “Good Clinical Practices” means the then-current standards, practices and procedures promulgated or endorsed by the FDA as set forth in the guidelines entitled “Guidance for Industry E6 Good Clinical Practice: Consolidated Guidance,” including related regulatory requirements imposed by the FDA and comparable regulatory standards, practices and procedures promulgated by the EMA or other Regulatory Authority applicable to the Territory, as they may be updated from time to time, including applicable quality guidelines promulgated under the ICH.

1.52 “GLP” or “Good Laboratory Practices” means the then-current good laboratory practice standards promulgated or endorsed by the FDA as defined in 21 C.F.R. Part 58, and comparable regulatory standards promulgated by the EMA or other Regulatory Authority applicable to the Territory, as they may be updated from time to time, including applicable quality guidelines promulgated under the ICH.

1.53 “GMP” or “Good Manufacturing Practices” means the then-current Good Manufacturing Practices required by the FDA, as set forth in the FD&C Act and the regulations

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promulgated thereunder, for the manufacture and testing of pharmaceutical materials, and comparable laws or regulations applicable to the manufacture and testing of pharmaceutical materials promulgated by other Regulatory Authorities, as they may be updated from time to time.

1.54 “Governmental Authority” means any multinational, federal, state, local, municipal, provincial or other governmental authority of any nature (including any governmental division, prefecture, subdivision, department, agency, bureau, branch, office, commission, council, court or other tribunal).

1.55 “HSR Act” has the meaning set forth in Section 15.14.

1.56 “ICH” means International Conference on Harmonisation.

1.57 “IND” means (a) an Investigational New Drug Application as defined in the FD&C Act and applicable regulations promulgated thereunder by the FDA, or (b) the equivalent application to the equivalent agency in any other regulatory jurisdiction, the filing of which is necessary to Initiate or conduct a Clinical Trial of a pharmaceutical product in humans in such jurisdiction.

1.58 “Indemnified Party” has the meaning set forth in Section 11.3.

1.59 “Indemnifying Party” has the meaning set forth in Section 11.3.

1.60 “Information” means any and all data, results, technology, business or financial information or information of any type whatsoever, in any tangible or intangible form, including know-how, trade secrets, practices, techniques, methods, processes, developments, specifications, formulations, or formulae of any type or kind (patentable or otherwise), software, algorithms, marketing reports, expertise, technology, test data (including pharmacological, biological, chemical, biochemical, clinical test data and data resulting from non-clinical studies), chemistry, manufacture and control (“CMC”) information, stability data and other study data and procedures.

1.61 “Initiation” of a Clinical Trial means the first dosing of the first subject in such Clinical Trial.  “Initiate” has a correlative meaning.

1.62 “Invention” has the meaning set forth in Section 9.1.

1.63 “Inventory” means drug substance and drug product containing Licensed Compounds and raw materials specific to Licensed Compounds, manufactured and stored by Arrowhead as of the Closing Date.

1.64 “Joint Invention” has the meaning set forth in Section 9.2(a).

1.65 “Joint IPR” has the meaning set forth in 9.2(a).

1.66 “Joint Patent” has the meaning set forth in Section 9.2(a).

1.67 “Joint Research Committee” or “JRC” has the meaning set forth in Section 4.1

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1.68 “Knowledge” of a Party has the meaning set forth in Section 10.6.

1.69 “Laws” means all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law of any federal, national, multinational, state, provincial, county, city or other political subdivision.

1.70 “License Fee” has the meaning set forth in Section 8.1.

1.71 “Licensed Compounds” means any RNAi Molecules for inhibiting the expression of the Collaboration Target that have been generated by Arrowhead on or before the Effective Date or during the Term, which RNAi Molecules are licensed to Amgen hereunder.  Licensed Compounds includes, without limitation, ARC-2713 and ARC-3460.

1.72 “Licensed Product” means any pharmaceutical product containing or comprising a Licensed Compound as an active pharmaceutical ingredient.  

1.73 “Manufacture” means all activities related to the manufacturing of a Licensed Compound or Licensed Product, or any ingredient thereof, including test method development and stability testing, formulation, process development, manufacturing scale-up, manufacturing any Licensed Compound or Licensed Product in bulk or finished form for Development, manufacturing finished Licensed Product for Commercialization, packaging, in-process and finished Licensed Product testing, release of Licensed Product or any component or ingredient thereof, quality assurance activities related to manufacturing and release of Licensed Product, and regulatory activities related to any of the foregoing.  “Manufacturing” has a correlative meaning.

1.74 “Net Sales” means, with respect to a given period of time, gross sales of Licensed Product (following its Regulatory Approval) by Amgen, its Affiliates and Sublicensees in such period, less the following deductions which are actually incurred, allowed, paid, accrued or specifically allocated to such gross sales amounts of Licensed Product using GAAP applied on a consistent basis:

(a) credits or allowances for defective or damaged Licensed Product (including allowances for spoiled, outdated or withdrawn Licensed Product), returns or rejections of Licensed Product, price adjustments and billing errors;

(b) governmental payments and other rebates, refunds and chargebacks (or equivalents thereof) granted to managed health care organizations; pharmacy benefit managers (or equivalents thereof); federal, state/provincial, local and other governments, their agencies and purchasers and reimbursers; or to trade customers;

(c) normal and customary trade, cash, prompt payment and/or quantity discounts, allowances and credits and mandated discounts;

(d) distribution services agreement fees allowed or paid to Third Party distributors and reasonable fees paid to wholesalers, selling agents (excluding any sales representatives of Amgen or any of its Affiliates or Sublicensees), group purchasing organizations, Third Party payors, other contractees and managed care entities, in each case with respect to such Licensed Product;

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(e) [***]% of gross sales to cover such items as transportation costs, including insurance, for outbound freight, other transportation charges, additional special packaging and bad debt;  

(f) sales taxes, value added taxes and other taxes (other than income taxes) and duties paid in relation to such Licensed Product and any other equivalent governmental charges imposed upon the importation, use or sale of Licensed Product; and

(g) retroactive price reductions to the Third Party applicable to sales of such Licensed Product.

Sales of Licensed Product between or among Amgen and its Affiliates or Sublicensees shall be excluded from the computation of Net Sales, but the subsequent final sales of Licensed Product to Third Parties by such Affiliates and Sublicensees shall be included in the computation of Net Sales.

Notwithstanding the foregoing, in the event a Licensed Product is sold in a country in the Territory as a Combination Product, Net Sales of the Combination Product will be calculated as follows:

(i)If Licensed Product and other active component(s) each are sold separately in such country, Net Sales will be calculated by multiplying the total Net Sales (as described above) of the Combination Product by the fraction A/(A+B), where A is the average gross selling price in such country of the Licensed Product sold separately in the same formulation and dosage, and B is the sum of the average gross selling prices in such country of such other active component(s) sold separately in the same formulation and dosage, during the applicable Calendar Quarter, or if sales of both the Licensed Product and the other product(s) did not occur in such period, then the most recent royalty reporting period in which such separate sales of both such Licensed Product and the other product(s) occurred.  

(ii)If the Licensed Product is sold independently of the other active component(s) therein in such country, but the average selling price of such other active component(s) cannot be determined, Net Sales will be calculated by multiplying the total Net Sales (as described above) of the Combination Product by the fraction A/C where A is the average selling price in such country of such Licensed Product sold independently and C is the average selling price in such country of the entire Combination Product.

(iii)If the Licensed Product is not sold independently in such country, the Parties shall determine Net Sales for such Combination Product by mutual agreement based on the relative contribution of the Licensed Product and the other active ingredient(s) in the Combination Product.

All discounts, allowances, credits, rebates and other deductions shall be fairly allocated to the Licensed Product and, as between Licensed Product and other products or services of Amgen, its Affiliates or Sublicensees, shall not be inappropriately allocated.  Amgen shall not attempt to reduce compensation rightly due to Arrowhead hereunder by shifting compensation otherwise payable to Amgen from a Third Party with respect to any Licensed Product to another product or service for which no royalties are payable hereunder.

1.75 “Non-Breaching Party” has the meaning set forth in Section 13.3.

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1.76 “Party” has the meaning set forth in the introductory paragraph.

1.77 “Patents” means (a) pending patent applications, issued patents, utility models and designs; (b) reissues, substitutions, confirmations, registrations, validations, re-examinations, additions, continuations, continued prosecution applications, continuations-in-part, or divisions of or to any of the foregoing; and (c) extensions, renewals or restorations of any of the foregoing by existing or future extension, renewal or restoration mechanisms, including supplementary protection certificates or the equivalent thereof.

1.78 “Phase 1 Clinical Trial” means a Clinical Trial of a Licensed Product in any and all fields conducted in patients with the disease or condition under study to evaluate the effectiveness of the Licensed Product, as and to the extent defined for the U.S. in 21 C.F.R. § 312.21(a), as amended from time to time, or equivalent law or regulation in regulatory jurisdictions outside the U.S.

1.79 “Phase 2 Clinical Trial” means a Clinical Trial of a Licensed Product in any and all fields conducted in patients with the disease or condition under study to evaluate the effectiveness of the Licensed Product, as and to the extent defined for the U.S. in 21 C.F.R. § 312.21(b), as amended from time to time, or equivalent law or regulation in regulatory jurisdictions outside the U.S.

1.80 “Phase 3 Clinical Trial” means a pivotal Clinical Trial of a Licensed Product in any and all fields with a defined dose or a set of defined doses of such Licensed Product on sufficient numbers of human patients designed to confirm with statistical significance the safety and efficacy of such Licensed Product and to support a Regulatory Approval as and to the extent defined for the U.S. in 21 C.F.R. § 312.21(c), as amended from time to time, or equivalent law or regulation in regulatory jurisdictions outside the U.S.

1.81 “Regulatory Approval” means all approvals from the relevant Regulatory Authority in a given country or regulatory jurisdiction of the Regulatory Approval Application for a Licensed Product in any field, including all licenses, registrations, and pricing or reimbursement approvals, that are necessary for the sale and marketing of such Licensed Product, including clinical testing, manufacture, distribution, or use of such Licensed Product, in such country or regulatory jurisdiction.

1.82 “Regulatory Approval Application” means an application to the appropriate Regulatory Authority for approval to sell a Licensed Product in any particular jurisdiction, including an NDA in the U.S.

1.83 “Regulatory Authority” means, in a particular country or jurisdiction, any applicable Governmental Authority that has the authority to regulate the manufacture, marketing, testing, pricing, or sale of drug products in such country or jurisdiction.

1.84 “Regulatory Exclusivity” means any exclusive marketing rights or data exclusivity rights conferred by any Governmental Authority under applicable Law with respect to a Licensed Product in a country or jurisdiction in the Territory to prevent Third Parties from Commercializing such Licensed Product in such country or jurisdiction, other than a Patent right, including orphan drug exclusivity, pediatric exclusivity, rights conferred in the U.S. under the

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Xxxxx-Xxxxxx Act or the FDA Modernization Act of 1997, in the EU under Directive 2001/83/EC, or rights similar thereto in other countries or regulatory jurisdictions in the Territory.

1.85 “Regulatory Materials” means regulatory applications, submissions, notifications, communications, correspondence, registrations, Regulatory Approvals or other filings made to, received from or otherwise conducted with a Regulatory Authority in order to Develop, Manufacture, or Commercialize a Licensed Product in a particular country or jurisdiction.

1.86 “RNAi Molecule” means an exogenous double-stranded oligomeric (i.e., RNA or modified variants thereof) molecule incorporating N-acetyl-galactosamine (GalNAc) ligand conjugates capable of binding to the asialoglycoprotein receptor (ASGPR) to enhance targeting to the liver.  

1.87 “Royalty Term” has the meaning set forth in Section 8.4(b).

1.88 “Stock Purchase Agreement” has the meaning set forth in the Recitals.

1.89 “Subject Patent” has the meaning set forth in Section 9.6.

1.90 “Sublicensee” has the meaning set forth in Section 3.3(a).

1.91 “Target” means (a) a polypeptide or entity comprising a combination of at least one polypeptide and other macromolecules, that is a site or potential site of therapeutic intervention by a therapeutic agent; (b) variants of a polypeptide (including any splice variant thereof), cellular entity or nucleic acid described in clause (a); or (c) a defined non-peptide entity, including a microorganism, virus, or bacterium or single cell parasite, provided that the entire genome of a virus shall be regarded as a single Target.  

1.92 “Term” has the meaning set forth in Section 13.1.

1.93 “Territory” means all of the countries of the world.

1.94 “Third Party” means any entity other than Arrowhead or Amgen or an Affiliate of either of them.

1.95 “U.S.” means the United States of America, including all possessions and territories thereof.

1.96 “Valid Claim” means an issued claim that has not: (a) expired or been revoked or canceled; (b) been declared invalid or unenforceable by a patent office or a decision of a court or other Governmental Authority of competent jurisdiction; provided that if any such claim that has been declared invalid or unenforceable is subsequently determined to be valid and enforceable by a court or other Governmental Authority of competent jurisdiction from which no appeal can be taken (or was taken within the allowable time period), then such claim shall thereafter be a Valid Claim except as otherwise provided under subsection (a), (c), or (d); (c) been admitted to be invalid or unenforceable through reissue, re-examination, disclaimer or otherwise; or (d) been abandoned or disclaimed.

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1.97 “Work Plan” means the work plan attached hereto as Exhibit B setting forth certain activities to be conducted by the Parties.

Article 2 EXCLUSIVITY AND RELATED RESTRICTIONS

2.1 Exclusivity.  During the Term, Arrowhead and its Affiliates shall not conduct or participate in, or advise, assist or enable any Third Party to conduct or participate in, the research, development, manufacture or commercialization of any compound directed to the Collaboration Target.

2.2 Change of Control.  Notwithstanding anything to the contrary in this Agreement, in the event of any Change of Control of Arrowhead (or successor entity thereto, applying the definition of Change of Control to such successor in place of Arrowhead) occurring after the Closing Date, and subject to Section 15.6, Section 2.1 shall not apply to or otherwise restrict (i) the activities of the Acquiror or its Affiliates (except for Arrowhead and its Affiliates prior to the acquisition) with respect to any product, product candidate or device being clinically developed or commercialized prior to or after the date of acquisition, including the making, using, selling, offering for sale, importing, or otherwise developing, commercializing, or exploiting thereof, or the intellectual property rights Controlled by such Acquiror or its Affiliates (other than Arrowhead and its Affiliates prior to the acquisition) related thereto; provided that, such product, product candidate, device or service was not developed through the use of any Information or intellectual property right Controlled by Arrowhead or its pre-acquisition Affiliates as of the date of such Change of Control or thereafter.  Arrowhead shall give Amgen written notice within five (5) days after the public announcement or disclosure of any proposed Change of Control of Arrowhead.  From and after such notice, Amgen (i) may exclude Arrowhead (following such Change of Control) from participation in whole or in part from any working teams, (ii) shall no longer be subject to the obligations set forth in Section 6.2 and Section 6.3 and (iii) shall not be required to (A) share correspondence, filings or other information with Arrowhead or (B) discuss with Arrowhead and consider its comments, in either case with respect to intellectual property matters as set forth in Article 9.  In the event of a Change of Control of Arrowhead, if the Acquiror, itself or through any of its Affiliates, directly or indirectly conducts or participates in any Competing Program, the Acquiror shall hold separate such Competing Program, including ensuring that no personnel working on Licensed Compounds or Licensed Products or activities hereunder works on a Competing Program (and vice versa), and ensuring that information and materials relating to Licensed Compounds or Licensed Products or activities hereunder are not shared with or used for the benefit of, and are sequestered from, personnel working on the Competing Program (and vice versa).

Article 3 LICENSES

3.1 License to Amgen.  

(a) Arrowhead Developed IP.  Subject to the terms and conditions of this Agreement, and further subject to Arrowhead’s receipt of the License Fee, Arrowhead hereby grants to Amgen an exclusive (even as to Arrowhead except as provided in Section 3.2), royalty-

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bearing license, with the right to sublicense solely as provided in Section 3.3, under the Arrowhead Licensed Technology with respect to the Licensed Compounds and Licensed Products, and Arrowhead’s rights under the Joint IPR, to make, have made, use, sell, offer for sale, import and otherwise exploit such Licensed Compound and Licensed Product for any and all uses in the Territory.

(b) Arrowhead Background IP.  Subject to the terms and conditions of this Agreement, and further subject to Arrowhead’s receipt of the License Fee, Arrowhead hereby grants to Amgen a non-exclusive license, with the right to sublicense solely as provided in Section 3.3, under the Arrowhead Background IP with respect to the Licensed Compounds and Licensed Products, to make, have made, use, sell, offer for sale, import and otherwise exploit such Licensed Compound and Licensed Product for any and all uses in the Territory.

3.2 Arrowhead Retained Rights.  Except as expressly granted under Section 3.1, Arrowhead retains the right, under the Arrowhead Licensed Technology, (a) in the Territory, to fulfill its obligations under this Agreement, (b) to exploit the Arrowhead Licensed Technology and Joint IPR other than in connection with compounds directed to the Collaboration Target, Licensed Compounds and Licensed Products; and (c) to use the Arrowhead Know-How in connection with Arrowhead’s conduct of general research and discovery of molecules other than compounds directed to the Collaboration Target, Licensed Compound and Licensed Products.

3.3 Sublicense Rights and Subcontracting.

(a) Amgen shall have the right to grant a sublicense of the licenses granted in Section 3.1 to its Affiliates or Third Parties (whether directly or through multiple tiers in accordance with the terms of subsection (v) below) (each, a “Sublicensee”); provided that Amgen reports the identity of any Third Party Sublicensee to Arrowhead within thirty (30) days of granting such sublicense and provided further that any sublicenses to Third Parties shall be subject to Sections 3.3(a)(i) through (v):

(i) Amgen shall remain primarily responsible for the performance of its obligations hereunder and any and all failures by its Sublicensees to comply with the applicable terms of this Agreement;

(ii) such sublicense shall refer to this Agreement, shall not conflict with Amgen’s obligations hereunder;

(iii) within a reasonable time after execution of such sublicense, Amgen shall provide to Arrowhead a copy of such sublicense, which may be redacted to omit any terms not relevant to determining Amgen’s and such Sublicensee’s obligations under this Agreement; and

(iv) except as otherwise provided in the sublicense, if this Agreement terminates for any reason, upon Amgen’s written request to Arrowhead, any Sublicensee of the licenses set forth in Section 3.1 shall, from the effective date of such termination, automatically become a direct licensee of Arrowhead on the terms and conditions hereunder with respect to the rights licensed to Amgen and sublicensed to the Sublicensee by Amgen; and  

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(v) such Sublicensees of the licenses contained in Section 3.1 shall have the right to grant further sublicenses to Third Parties of same or lesser scope as its sublicense from Amgen under the licenses contained in Section 3.1, provided that such further Sublicenses shall be in accordance with and subject to all of the terms and conditions of this Section 3.3 (i.e., such Sublicensee shall be subject to this Section 3.3 in the same manner and to the same extent as Amgen).  For clarity, any person or entity to whom a Sublicensee grants a sublicense as permitted by the terms of this Agreement shall be deemed to be a Sublicensee for purposes of this Agreement.

(b) Amgen shall have the right to retain Third Party contractors, to perform any activity in connection with Amgen’s exercise of any of its rights granted under Section 3.1, where such activity is to be performed at the direction and control and for the sole benefit of Amgen, its Affiliates and/or Sublicensees.  Such retention of the Third Party contractor shall not be a sublicense within the meaning of this Section 3.3 but shall be considered an activity of Amgen under the license granted in Section 3.1.

3.4 No Implied Licenses.  Except as explicitly set forth in this Agreement, neither Party shall be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party.

3.5 Contractors.  To the extent that a Party contracts with a Third Party contractor to perform services hereunder, it shall do so on terms that are commercially reasonable, including with respect to confidentiality and intellectual property rights.

Article 4
GOVERNANCE AND WORK PLAN

4.1 Joint Research Committee.  The joint research committee established pursuant to this Article 4 (the “Joint Research Committee” or “JRC”), will have oversight responsibility for the overall review of the activities pursuant to and subject to the terms and conditions of this Agreement during the Term.  

(a) Formation and Purpose. Within [***] after the Closing Date, the Parties shall promptly establish and convene a JRC that will direct and oversee activities under this Agreement during the Term.  The JRC shall consist of representatives from Arrowhead and Amgen, and operate in accordance with the procedures set forth in this Section 4.1 and any other procedures as agreed upon by the JRC members.  Except as otherwise provided herein, the role of the Joint Research Committee shall be:

(i) to encourage and facilitate ongoing communication and cooperation between the Parties with respect to the activities during the Term under this Agreement,

(ii) to oversee the activities to be undertaken by the Parties pursuant to the Work Plan;

(iii) to establish other such working groups or subcommittees, as needed to further the purposes of the Agreement relating to Licensed Compounds and Licensed Products, as mutually agreed by the Parties in writing;

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(iv) to resolve any disputes referred to the JRC; and

(v) to approve or decide such other matters as provided in this Agreement.

(b) JRC Decisions; Final Decision Authority.The JRC will make good faith efforts to make all decisions by consensus.  Except as set forth in this Section 4.1(b), actions to be taken by the Joint Research Committee shall be taken only following unanimous vote, with each Party’s representatives collectively having one (1) vote.  If the Joint Research Committee fails to reach unanimous agreement on a matter before it for decision for a period in excess of fifteen (15) days from the date first presented to the JRC in writing, either Party may submit such matter for resolution to the Executive Officers of the Parties for attempted resolution by good faith negotiation after such notice is received among the Executive Officers.  In the event that such Executive Officers are unable to reach agreement regarding any matter referred to them, then the decision will be made by Amgen; provided, however, that Amgen shall not have the power to resolve such a matter in a manner that would require Arrowhead to incur additional costs to a material extent or to perform activities not contemplated by this Agreement.

(c) Membership.  Arrowhead and Amgen shall each designate an equal number of representatives to serve on the JRC by written notices to the other Party.  Promptly after the Closing Date, each Party shall designate three (3) representatives for the JRC.  The JRC may elect to vary the number of representatives from time to time during the Term; provided that the JRC shall maintain an equal number of representatives from each Party.  Each representative shall have the appropriate level of experience in the subject area of the JRC, and at least one (1) representative shall have sufficient seniority within the applicable Party’s organization to have the necessary decision-making authority in order for the JRC to fulfill its responsibilities.  Either Party may designate substitutes for its JRC representatives if one (1) or more of such Party’s designated representatives is unable to be present at a meeting.  From time to time each Party may replace its JRC representatives by written notice to the other Party specifying the prior representative(s) and their replacement(s).  The JRC in its discretion may create functional subcommittees or working teams.

(d) Chairperson. The JRC will have two chairpersons, one designated by each of the Parties.  The chairpersons shall be responsible for calling and convening meetings, but shall have no special authority over the other members of the JRC, and shall have no additional voting rights.  The chairpersons (or their designates) shall jointly: (i) prepare and circulate an agenda reasonably in advance of each upcoming meeting; and (ii) prepare and issue minutes of each JRC meeting as promptly as practicable thereafter.  Such minutes shall not be finalized until each JRC representative reviews and approves such minutes in writing.

(e) Meetings.

(i) JRC Meetings.  The JRC shall meet at such frequency as shall be agreed by the members of the JRC.  In addition, as they may mutually agree, the Parties may hold joint meetings of the JRC and any governance body established under the First Collaboration Agreement.

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(ii) General Requirements. Other than the initial meeting, which shall be held in person, the JRC may meet either (A) in person at either Party’s facilities or at such locations as the Parties may otherwise agree; or (B) by audio or video teleconference.  Additional non-member representatives of a Party having relevant experience may from time to time be invited to participate in a JRC meeting.  Non-member participants who are not employees of a Party or its Affiliates shall only be allowed to attend if: (i) the other Party’s representatives have consented to the attendance; and (ii) such non-member participant is subject to confidentiality and non-use obligations at least as restrictive as those set forth in this Agreement.  Each Party shall be responsible for all of its own expenses incurred in connection with participating in the JRC including all travel and all expenses associated with an initial alliance kick-off meeting.  All other expenses incurred by the JRC in furtherance of a meeting, such as expenses associated with off-site meetings, shall be shared equally by the Parties.

(f) Alliance Managers.  Promptly following the Closing Date, each Party shall designate in writing an Alliance Manager to serve as the primary point of contact for the Parties regarding all collaboration and transition activities contemplated under this Agreement.  Each Alliance Manager shall facilitate communication and coordination of the Parties’ activities under this Agreement relating to the Products and shall plan the JRC meetings.  The Alliance Managers shall be allowed to attend JRC meetings as observers.

4.2 Work Plan. The JRC shall oversee the activities to be conducted by each Party pursuant to the Work Plan.  Other than as set forth in the Work Plan and in accordance with Article 6, Amgen shall be solely responsible for research and Development of the Licensed Compounds and Licensed Products in any and all fields and in accordance with applicable Laws.      

4.3 Costs.  The Parties’ respective responsibilities for the costs of Work Plan activities is as set forth therein.

Article 5 REGULATORY

5.1 Regulatory Responsibilities.  Amgen shall be solely responsible, at its expense, for preparing, filing and maintaining all Regulatory Materials for Licensed Products with Regulatory Authorities related to Licensed Products in the Territory, and Amgen shall own all Regulatory Materials (including all INDs, NDAs, Regulatory Approval Applications and Regulatory Approvals) for Licensed Products in the Territory and otherwise shall be responsible for all regulatory matters with respect to Licensed Products in the Territory.

5.2 Regulatory Matters.  Amgen shall keep Arrowhead reasonably informed of all material regulatory developments relating to Licensed Products in the Territory through the annual development reports under Section 6.3.  Arrowhead shall provide Amgen with such documentation that is in Arrowhead's possession and reasonably required to support applications to Regulatory Authorities with respect to the Development, Manufacture and Commercialization, as applicable, of Licensed Compounds and Licensed Products.

5.3 Adverse Event Reporting.

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(a) Amgen shall be responsible for creating and maintaining a global safety database for the Licensed Product in the Territory, at Amgen’s expense.  Amgen shall be responsible for reporting quality complaints, adverse events and safety data related to the Licensed Product to applicable Regulatory Authorities in the Territory, as well as responding to safety issues and to all requests of Regulatory Authorities relating to the Licensed Product in the Territory. Arrowhead will not have direct access to the global safety database. Amgen will provide to Arrowhead such information from the safety database as Arrowhead may reasonably require to satisfy Arrowhead’s obligations under applicable Laws.

(b) Prior to the commencement of clinical development of the Licensed Product, Arrowhead may request that the Parties discuss in good faith to determine whether a procedure for the mutual exchange of adverse event reports and safety information associated with the Licensed Product is reasonably required of the Parties in order to comply with applicable Laws.  If the Parties so determine, the operating procedure respecting such adverse event reports and safety information exchange shall be the subject of a mutually-agreed written pharmacovigilance agreement between the Parties.

Article 6 DEVELOPMENT AND COMMERCIALIZATION

6.1 General.  Amgen (itself and with its Affiliates and Sublicensees), will be solely responsible, at its expense, for all aspects of the Development and Commercialization of the Licensed Compounds and Licensed Product in the Territory  Subject to the express written terms of this Agreement, all decisions concerning the development, marketing and sales of Licensed Products, including the clinical and regulatory strategy, design, sale, price and promotion of Licensed Products under this Agreement shall be within the sole discretion of Amgen.  Following the Closing Date, Arrowhead will promptly transfer to Amgen all Arrowhead Know-How as is reasonably necessary or useful for Amgen to Develop and seek Regulatory Approval for the Licensed Compounds and Licensed Products, including all materials for supporting regulatory filings consistent with Amgen’s obligations under Article 5.

6.2 Diligence.  Amgen shall use Commercially Reasonable Efforts to Develop, seek Regulatory Approval of, and, if successful, Commercialize a Licensed Product in one or more fields in the Territory.

6.3 Communication.  During the Term until a Licensed Product receives Regulatory Approval, Amgen shall provide Arrowhead summaries once per Calendar Year, of (i) material developments with respect to Licensed Products, including the anticipated timing of completion of any in-process Clinical Trial and results of any Phase 3 Clinical Trials, (ii) an estimate of its progress towards meeting key milestones that are expected to be achieved within the following six months, (iii) any Regulatory Approvals for Licensed Products in the Territory received and (iv) manufacturing information pursuant to Section 7.4 of this Agreement.  All reports and other Information provided by Amgen under this Section 6.3 will be Amgen’s Confidential Information subject to the terms of Article 12.

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Article 7 MANUFACTURE AND SUPPLY

7.1 Responsibilities.  Except as otherwise expressly provided in this Article 7 or as set forth in the Work Plan, as between the Parties, Amgen will be solely responsible for the Manufacture of Licensed Compounds and Licensed Products, at its expense, for Development and Commercialization purposes in the Territory.  Following the Closing Date and as more fully set forth in the Work Plan, Arrowhead will transfer to Amgen all relevant manufacturing processes and Arrowhead Know-How as is reasonably necessary or useful for Amgen (or its Third Party manufacturer) to manufacture the Licensed Compounds and Licensed Products, including all materials for supporting regulatory filings.  Any such manufacturing processes transferred by Arrowhead to Amgen shall be similar in quality to the processes used by Arrowhead for its internal compounds and products of a similar stage in development and applicable for the intended use.  Upon request by Amgen, the Parties shall negotiate in good faith to enter into an agreement under which Arrowhead would provide process development and manufacturing services to Amgen on customary terms and conditions (including financial terms consistent with market practices).     

7.2 Third Party Manufacture.  Amgen may perform the Manufacture of Licensed Compounds or Licensed Products through one or more Third Party manufacturers, provided that (a) Amgen remains responsible for such Third Party manufacturer performing activities under this Agreement and for any unauthorized use by such Third Party manufacturers of Arrowhead Licensed Technology provided to it by Amgen; (b) the Third Party manufacturer undertakes in writing obligations of confidentiality and non-use regarding Confidential Information that are no less protective than those set forth in Article 12; and (c) the Third Party manufacturer agrees in writing to commercially reasonable terms with respect to the intellectual property relating to such Licensed Compound or Licensed Product.

7.3 Existing Manufacturing Arrangements.  If upon the Closing Date Arrowhead has made arrangements with a competent and capable Third Party manufacturers to manufacture up to 2 kilograms of Licensed Compounds under GMP on customary terms and conditions (including financial terms consistent with market practices) Arrowhead shall deliver and Amgen shall receive the benefits and costs of such arrangements; provided, however, that upon Amgen’s request, Arrowhead shall assign, and Amgen shall assume, any agreement with a Third Party manufacturer in respect of such arrangement.  To the extent Arrowhead has paid any such costs in advance, Amgen will reimburse such paid costs to Arrowhead within [***] days following the Closing Date, provided such costs will not exceed [***] dollars ($[***]).

7.4 Manufacturing Cooperation.  Amgen and Arrowhead shall each keep the other Party reasonably informed of the identities of any Third Party manufacturers performing Manufacturing activities for Licensed Compounds and the Licensed Product (in the case of Amgen, through the annual development reports under Section 6.3 and, once a Licensed Product receives Regulatory Approval, through annual updates communicated through the Alliance Managers).  Arrowhead shall keep Amgen reasonably informed of any material improvements made by it or its Affiliates or Third Party Manufactures to the manufacturing processes for RNAi Molecules through periodic updates communicated through the Alliance Managers.

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7.5 Use of Manufacturing Information. Amgen and its Affiliates and Third Party manufacturer shall use any Arrowhead Know-How related to the manufacture of Licensed Compounds or Licensed Products in accordance with the licenses granted in Section 3.1 and only for the purpose of Manufacturing Licensed Compounds or Licensed Products.  Prior to any transfer of any Arrowhead Know-How that is Confidential Information to a Third Party manufacturer, Amgen shall require that such Third Party be bound to confidentiality restrictions at least as protective in the aggregate as those of Article 12.

7.6 Inventory.  As of the Closing Date, Arrowhead hereby conveys, assigns and transfers to Amgen all right, title and interest in and to the Inventory.  Arrowhead shall enter into customary documents (e.g., Certificates of Analysis, Material Safety Data Sheet) for the shipment of Inventory to Amgen.  Arrowhead shall deliver to Amgen all quantities of Inventory to the location designated by Amgen using a carrier selected by and paid for by Amgen EXW (Incoterms 2010).  Prior to the delivery of such Inventory to Amgen, Arrowhead will store and handle all Inventory in the same manner and using the same degree of care in which such Inventory was stored and handled immediately prior to the Closing Date (and in all events in accordance with GMP).  

Article 8 COMPENSATION

8.1 License Fee.  Within [***] days after the Closing Date, Amgen shall pay to Arrowhead a one-time, non-refundable and non-creditable upfront payment of thirty million Dollars ($30,000,000), and Amgen shall also purchase the Second Tranche Closing Shares pursuant to Section 1.3 of the Stock Purchase Agreement (the upfront payment and the purchase of the Second Tranche Closing Share collectively the “License Fee”).

8.2 Development and Regulatory Milestone Payments.  Amgen shall make each of the following one-time, non-refundable, non-creditable development and regulatory milestone payments to Arrowhead upon the achievement by Amgen or its Affiliates or Sublicensees of the applicable development milestone event by the Licensed Product.  Amgen shall pay to Arrowhead each such amount within [***] days after the achievement of the applicable development and regulatory milestone event.  [***].

Development and Regulatory Milestone Event Development and Regulatory Milestone Payment (each paid one time only)

[***]

8.3 Commercial Milestones.  Amgen shall make each of the following one-time, non-refundable (except as set forth in Section 8.9), non-creditable sales milestone payments to Arrowhead when the Net Sales of a Licensed Product in the Territory first reach the amount specified below.  Amgen shall pay to Arrowhead such amount within [***] days after the Calendar Quarter in which such commercial milestone event is achieved.  [***].

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Sales Milestone Event Milestone Payment

[***]

8.4 Royalties

(a) Royalty Rates.  Subject to Sections 8.4(b), 8.4(c), 8.4(d), and 8.5, Amgen shall pay to Arrowhead non-creditable, non-refundable (except as set forth in Section 8.9) royalties on annual Net Sales of Licensed Products in the Territory, as calculated by multiplying the applicable royalty rate by the corresponding amount of incremental Net Sales of the Licensed Product in the Territory in each Calendar Year as follows:

Annual Net Sales of Licensed Products in the Territory Royalty Rate

[***]

(b) Royalty Term.  Royalties shall be paid under this Section 8.4, on a country-by-country basis, [***].  Following the Royalty Term, Amgen shall have a fully paid-up, irrevocable, freely transferable and sublicensable license in such country under the relevant Arrowhead Patents to make, have made, use, sell, offer for sale, import and otherwise exploit such Licensed Product for any and all uses in the Territory.

(c) [***].

(d) [***].

(e) Royalty Reports and Payments.  Within sixty (60) days following the end of each Calendar Quarter, commencing with the Calendar Quarter in which the First Commercial Sale of any Licensed Product is made anywhere in the Territory, Amgen shall provide Arrowhead with a report containing the following information for the applicable Calendar Quarter: (i) the amount of gross sales of Licensed Product in the Territory, (ii) an itemized calculation of Net Sales in the Territory (iii) a calculation of the royalty payment due on such sales, and (iv) the exchange rate for such country.  Concurrent with the delivery of the applicable quarterly report, Amgen shall pay in Dollars all amounts due to Arrowhead pursuant to Section 8.4 in such Calendar Quarter.

8.5 [***].

8.6 Blocked Currency.  In each country in the Territory where the local currency is blocked and cannot be removed from the country, at the election of Amgen, royalties accrued on Net Sales in such country shall be paid to Arrowhead in local currency by deposit in a local bank in such country designated by Arrowhead.

8.7 Currency of Payments.  Unless otherwise set forth in this Agreement or agreed to by the Parties, all payments under this Agreement shall be made in Dollars by wire transfer of immediately available funds into an account designated by Arrowhead.  Net Sales outside of the U.S. shall be first determined in the currency in which they are earned and shall then be converted into an amount in Dollars using Amgen’s customary and usual conversion procedures used in preparing its financial statements pursuant to GAAP for the applicable reporting period.

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8.8 Late Payments.  If Arrowhead does not receive payment of any sum due to it on or before the due date, then any portions thereof due hereunder which are not paid on the date such payments are due under this Agreement will bear interest at the lower of [***].

8.9 Records; Audits.  Amgen and its Affiliates will, and Amgen will cause each of its Sublicensees, if any, to, maintain complete and accurate records in sufficient detail to confirm the accuracy of the calculation of royalty payments and the achievement of milestone events, for a period of [***] after the Calendar Year in which such sales or events occurred.  Upon reasonable prior notice and without disruption to Amgen’s business, such records of Amgen and its Affiliates shall be made available during regular business hours for a period of [***] from the end of the Calendar Year to which they pertain for examination, and not more often than once each Calendar Year, by an independent certified public accountant selected by Arrowhead and reasonably acceptable to Amgen, for the sole purpose of and only to the extent necessary for verifying the accuracy of the financial reports furnished by Amgen pursuant to this Article 9.  Such independent accountant shall disclose to Arrowhead only the amounts that such independent accountant believes to be due and payable hereunder to Arrowhead, details concerning any discrepancy from the amount paid and the amount due, and shall disclose no other information revealed in such audit.  The records for any particular Calendar Year shall only be subject to one (1) audit hereunder.  Any and all records examined by such independent accountant shall be deemed Amgen’s Confidential Information which may not be disclosed by such independent accountant to any Third Party, and Amgen may require such independent accountant to enter into an appropriate written agreement obligating it to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less protective than those set forth in Article 12.  If, as a result of any inspection of the books and records of Amgen, it is shown that payments under this Agreement were less than the amount which should have been paid, then Amgen shall make all payments required to be made from the original due date to eliminate any discrepancy revealed by such inspection within [***].  If, as a result of any inspection of the books and records of Amgen, it is shown that payments under this Agreement were more than the amount which should have been paid, then Arrowhead shall, at Amgen’s election, either make all payments required to be made to eliminate any discrepancy revealed by such inspection within [***] or credit such amounts to Amgen against future payments.  Arrowhead shall pay for such audits, except that in the event that the audited amounts were underpaid by Amgen by more than [***] of the undisputed amounts that should have been paid during the period in question as per the audit, Amgen shall pay the costs of the audit.

8.10 Taxes.

(a) Taxes on Income.  Each Party shall be solely responsible for the payment of all taxes imposed on its share of income arising directly or indirectly from the efforts of the Parties under this Agreement.

(b) Cooperation.  The Parties agree to cooperate with one another and use reasonable efforts to reduce or eliminate tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by Amgen to Arrowhead under this Agreement.  To the extent Amgen is required under the Internal Revenue Code of 1986, as amended (the “Code”), or any other tax Laws to deduct and withhold taxes on any payment to Arrowhead, Amgen shall pay the amounts of such taxes to the proper Governmental Authority in

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a timely manner and promptly transmit to Arrowhead an official tax certificate or other evidence of such withholding sufficient to enable Arrowhead to claim such payment of taxes.  Except as otherwise provided in Section 8.10(c), if any taxes are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to Arrowhead. Upon Amgen’s reasonable request, Arrowhead shall provide Amgen any tax forms (including Internal Revenue Service Form W-8BEN or W-8ECI or other applicable Internal Revenue Service Form) that may be reasonably necessary in order for Amgen to determine whether to withhold tax on any such payments or to withhold tax on such payments at a reduced rate under the Code or any other tax Laws, including any applicable bilateral income tax treaty.  Amgen shall give reasonable support so that any withholding tax or value added tax may be minimized or avoided to the extent permitted under the applicable Laws and treaties.  Each Party shall provide the other with reasonable assistance to enable the recovery, as permitted by applicable Laws, of withholding taxes, value added taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or value added tax.  Amgen shall require its sublicensees in the Territory to cooperate with Arrowhead in a manner consistent with this Section 8.10(b).

(c) Taxes Resulting From Amgen Action.  If Amgen is required to make a payment to Arrowhead that is subject to increased deduction or withholding of tax as a result of any willful action by Amgen, such as an assignment or sublicense by Amgen, or any failure on the part of Amgen to comply with applicable Laws or filing or record retention requirements (an “Amgen Withholding Tax Action”), then the sum payable by Amgen (in respect of which such increased deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that Arrowhead receives a sum equal to the sum which it would have received had no such Amgen Withholding Tax Action occurred.  Notwithstanding the foregoing, any assignment or sublicense by Amgen that is agreed or consented to by Arrowhead in advance in writing shall not constitute an Amgen Withholding Tax Action.  To the extent that Arrowhead actually realizes a tax benefit in any jurisdiction as a result of any such withholding taxes paid by Amgen pursuant to this Section 8.10(c), Arrowhead shall cooperate with Amgen to convey the additional tax benefit, if possible, to Amgen.

Article 9 INTELLECTUAL PROPERTY MATTERS

9.1 Inventions.  Any inventions, whether or not patentable, and whether (a) invented solely by a Party’s own employees, agents, consultants, or independent contractors (including any partner, joint venturer, licensee, sublicensee or similar arrangement) or (b) invented by a Party’s own employees, agents, consultants, or independent contractors jointly with employees, agents, consultants, or independent contractors of the other Party, in each case in the course of conducting a Party’s activities under this Agreement (including the Development, Manufacture or Commercialization of the Licensed Compounds and the Licensed Products), together with all intellectual property rights therein, shall be referred to herein as an “Invention”.  Inventorship shall be determined in accordance with U.S. patent laws (without reference to any conflict of law principles).

9.2 Ownership.  

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(a) Except as otherwise expressly provided in this Agreement, (i) if an Invention is solely invented by one or more employees, agents, consultants, subcontractors or independent contractors of a Party, such Invention, and any and all intellectual property rights therein, shall be solely owned by such Party; and (ii) if an Invention is jointly invented by one or more employees, agents, consultants, subcontractors or independent contractors of each Party, such Invention (a “Joint Invention”), and each Patent claiming such Joint Invention (each, a “Joint Patent”) and other intellectual property rights in such Joint Invention (such intellectual property rights, together with any such Joint Patent, “Joint IPR”), shall be jointly owned by the Parties.  Subject to the terms of this Agreement and except as otherwise licensed to the other Party under this Agreement, and subject to any other intellectual property owned by the Parties, each Party shall be entitled to practice and exploit the Joint Inventions and Joint IPR, subject to the licenses granted under Article 4, without the duty of accounting, paying a share of the proceeds to, or seeking consent from the other Party, and each Party hereby waives any right it may have under the laws of any jurisdiction to require such accounting, payment or consent, provided that for any Joint Patent that, but for Amgen’s inventive contribution, would be an Arrowhead Platform Patent, Amgen’s rights to practice and exploit the Joint Patent shall be limited to its use with a RNAi Molecule directed toward the Collaboration Target, Licensed Compounds, and Licensed Products.  Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint IPR.

(b) Each Party shall notify the other Party promptly after developing any Invention of which the other Party is the sole owner.  Each Party shall assign and hereby assigns to the other Party its entire right, title and interest in and to such Inventions and the Patents and other intellectual property rights therein as needed to implement the ownership of the Patents in accordance with the provisions of Section 9.2(a).  

(c) Nothing in this Agreement shall obligate either Party to transfer any ownership interest in any Patents or other intellectual property rights of such Party existing on the Closing Date (“Background IP”).

9.3 Prosecution of Patents.

(a) Arrowhead Patents.

(i) Subject to Section 9.3(a)(ii) and (iii), as between the Parties, Arrowhead shall have the sole right to prepare, file, prosecute and maintain all Arrowhead Patents (A) listed as “Platform Patents” on Exhibits C and D or (B) filed after the Effective Date and during the Term, except for any Arrowhead Product Patents as defined in Section 9.3(a)(ii), in each case including all Patents that claim priority, directly or indirectly, from such Patents; and any Patent from which such Patents claim priority, directly or indirectly (collectively, the “Arrowhead Platform Patents”), at Arrowhead’s cost and expense.  On a Calendar Quarter basis, Arrowhead shall update Amgen on the status of the prosecution and maintenance of all Arrowhead Platform Patents and shall provide Amgen with copies of material filings with and communications from patent authorities with respect to such Patents to the extent applicable to Licensed Compounds or Licensed Products.  Arrowhead shall respond to all reasonable requests of Amgen for additional Information with respect to all such prosecution and maintenance efforts.  Arrowhead agrees to discuss and consider in good faith any recommendations of Amgen toward the objective of

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optimizing overall patent protection for Licensed Compounds (during the Term) and Licensed Products (during the Term). If Arrowhead decides to cease the prosecution or maintenance of all claims in an Arrowhead Platform Patent that claims the Development, Manufacture or Commercialization of a Licensed Compound or Licensed Product in the Territory, it shall notify Amgen in writing sufficiently in advance so that Amgen may, at its discretion, assume the responsibility for the prosecution or maintenance of such Arrowhead Platform Patent to the extent claiming the Development, Manufacture or Commercialization of a Licensed Compound or Licensed Product in the Territory, at Amgen’s cost and expense.  If Amgen assumes such responsibility in a jurisdiction, then no such claim shall be deemed a Valid Claim in such jurisdiction.  

(ii) As between the Parties (x) until the Closing Date, Arrowhead shall have the first right to prepare, file, prosecute and maintain all Arrowhead Patents having claims solely directed to compositions of matter comprising the nucleotide sequence and/or the modification pattern of Licensed Compounds or Licensed Products or methods of using or making Licensed Compounds or Licensed Products (collectively, and including those listed as “Product Patents” on Exhibits C and D, the “Arrowhead Product Patents”) in the Territory, at Arrowhead’s cost and expense and (y) from and after the Closing Date, Amgen shall have the first right to prepare, file, prosecute and maintain all Arrowhead Product Patents in the Territory, at Amgen’s cost and expense.  Promptly following the Closing Date, Arrowhead shall transfer control of the Arrowhead Product Patents to Amgen.  The prosecuting Party shall reasonably inform and consult with the other Party, and shall take the other Party’s comments into good faith consideration, with respect to the preparation, prosecution and maintenance of such Arrowhead Product Patents.  The prosecuting Party shall provide to the other Party copies of any correspondence relating to the filing, prosecution or maintenance of such Arrowhead Product Patents reasonably in advance of their being filed or promptly upon their being received, including draft filings, reasonably in advance of their being filed, so that the other Party can comment and provide input with respect to such draft filings.  The prosecuting Party agrees to discuss and consider in good faith any changes reasonably requested by the other Party to such correspondence, including draft filings, as promptly as practicable upon their being received, toward the objective of optimizing overall patent protection for Licensed Compounds or the Licensed Products.  If the prosecuting Party decides to cease the prosecution or maintenance of an Arrowhead Product Patent, it shall notify the other Party in writing sufficiently in advance so that the other Party may, at its discretion, assume the responsibility for the prosecution or maintenance of such Arrowhead Product Patents at such other Party’s cost and expense.  Notwithstanding the foregoing, while Arrowhead is the prosecuting Party pursuant to clause (x) above, Arrowhead shall not file any Patent application with respect to an Arrowhead Product Patent without the prior written consent of Amgen, not to be unreasonably withheld, conditioned or delayed.      

(iii) Following the Closing Date, the Parties shall meet and discuss the extent to which it is feasible to allocate certain claims in the Arrowhead Platform Patents to the Arrowhead Product Patents.  At the reasonable request of Amgen, Arrowhead shall make such filings as the Parties reasonably agree to allocate claims solely claiming Licensed Compounds and/or Licensed Products in any and all fields to the Arrowhead Product Patents.  The Parties shall equally share in the costs associated with such actions reasonably requested by Amgen.

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(b) Joint Patents.  Amgen shall have the first right to prepare, file, prosecute and maintain all Joint Patents in the Territory, at Amgen’s cost and expense. Amgen shall reasonably inform and consult with Arrowhead, and shall take such other Arrowhead’s comments into good faith consideration, with respect to the preparation, prosecution and maintenance of such Joint Patents.  Amgen shall provide to Arrowhead copies of any correspondence relating to the filing, prosecution or maintenance of such Joint Patents reasonably in advance of their being filed or promptly upon their being received, including draft filings, reasonably in advance of their being filed so that Arrowhead can comment and provide input with respect to such draft filings.  Amgen agrees to discuss and consider in good faith any changes reasonably requested by Arrowhead to such correspondence, including draft filings, promptly upon their being received, toward the objective of optimizing overall patent protection for Licensed Compounds and the Licensed Product.  If Amgen decides to cease the prosecution or maintenance of a Joint Patent, it shall notify Arrowhead in writing sufficiently in advance so that Arrowhead may, at its discretion, assume the responsibility for the prosecution or maintenance of such Joint Patent at Arrowhead’s cost and expense.  

(c) Cooperation.  Each Party shall provide the other Party all reasonable assistance and cooperation, at the other Party’s request and expense, in the patent prosecution efforts as provided above in this Section 9.3, including providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution.  Each Party shall execute and deliver to the other assignments with respect to any Patents, including Joint Inventions, as applicable, in a mutually agreeable form and will take whatever actions reasonably necessary (including the appointment of the other Party as its attorney in fact solely to make such assignment) to effect such assignment, in accordance with the ownership provisions provided above in Section 9.2.  The prosecuting Party under this Section 9.3 agrees to conduct such prosecution toward the objective of optimizing overall patent protection for Licensed Compounds and Licensed Products.

9.4 Enforcement of Arrowhead Patents and Joint Patents.

(a) Notification.  If either Party becomes aware of any existing or threatened infringement of Arrowhead Patents or Joint Patents with respect to Third Party products involving RNAi Molecules in any and all fields in the Territory, which infringing activity involves the using, making, importing, offering for sale or selling RNAi Molecules directed to the Collaboration Target, Licensed Compounds or Licensed Products, in each case in any and all fields and in the Territory, or any such Arrowhead Patent or Joint Patent is challenged in any action or proceeding to the extent directly relating to RNAi Molecules directed to the Collaboration Target, Licensed Compounds or Licensed Products, in each case in any field  and in the Territory (other than any oppositions, cancellations, interferences, reissue proceedings or reexaminations, which are addressed in Section 9.7) (a “Product Infringement”), it shall promptly notify the other Party in writing to that effect and the Parties will consult with each other regarding any actions to be taken with respect to such Product Infringement.  Each Party shall share with the other Party all Information available to it regarding such alleged Product Infringement.

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(b) Enforcement.

(i) Arrowhead shall have the first right, but not the obligation, to bring an appropriate suit or other action against any person or entity engaged in a Product Infringement of the Arrowhead Platform Patents.  Arrowhead shall keep Amgen regularly informed of the status and progress of such enforcement efforts, shall reasonably consider Amgen’s comments on any such efforts, and shall seek consent of Amgen in any important aspects of such enforcement, including determination of litigation strategy and filing of material papers to the competent court, which consent shall not be unreasonably withheld or delayed.  In addition, Arrowhead shall provide Amgen with drafts of all material papers to be filed with the court and shall in good faith incorporate all reasonable comments thereto by Amgen before filing such papers.  Amgen shall provide to Arrowhead reasonable assistance in such enforcement pursuant to this subsection (b)(i), at Arrowhead’s request and expense, including joining such action as a party plaintiff if required by applicable Laws to pursue such action.

(ii) If Arrowhead elects not to commence a suit to enforce the applicable Arrowhead Platform Patents or settle or otherwise secure the abatement of such Product Infringement, then Amgen shall have the right, but not the obligation, to commence a suit or take action to enforce such Arrowhead Platform Patents against such Product Infringement in any and all fields in the Territory at its own cost and expense.  In such event, promptly after Arrowhead’s notice to Amgen that it does not elect to enforce such Arrowhead Platform Patents, the Parties shall meet to discuss in good faith the strategy for enforcing such Arrowhead Platform Patents.  Amgen acknowledges and agrees that the Arrowhead Platform Patents may be licensed to Third Parties who have rights with respect to the enforcement of such Patents, and that Amgen’s rights to conduct any enforcement activities are subject to such rights.  In any event, Arrowhead shall have the right to consult with such Third Party licensees prior to making any decisions with respect to enforcement activities under this Section 9.4(b)(ii).  In addition, Amgen shall provide Arrowhead with drafts of all material papers to be filed with the court and shall incorporate all reasonable comments thereto by Arrowhead before filing such papers.  Arrowhead shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense.

(iii) Amgen shall have the first right, but not the obligation, to bring and control an appropriate suit or other action against any person or entity engaged in a Product Infringement of the Arrowhead Product Patents or Joint Patents, in its own name and entirely under its own direction and control, subject to the following.  Amgen shall keep Arrowhead regularly informed of the status and progress of such enforcement efforts.  Amgen shall consult with Arrowhead and take any Arrowhead comments into good faith consideration with respect to the infringement, claim construction, or defense of the validity or enforceability of any claim in any Arrowhead Product Patent or Joint Patent.  In addition, Amgen shall provide Arrowhead with drafts of all material papers to be filed with the court and shall incorporate all reasonable comments thereto by Arrowhead before filing such papers.  Arrowhead shall provide to Amgen reasonable assistance in such enforcement pursuant to this Section 9.4(b)(iii), at Amgen’s request and expense, including joining such action as a party plaintiff if requested by Amgen or required by applicable Laws to pursue such action.  Arrowhead shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense.

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(iv) If Amgen elects not to settle, or bring any action or proceeding as described in Section 9.4(b)(iii), then it will notify Arrowhead thereof and Arrowhead may bring such suit or other action against any person or entity engaged in a Product Infringement of the Arrowhead Product Patents or Joint Patents, in its own name and entirely under its own direction and control, subject to the following.  Arrowhead shall consult with Amgen and take any Amgen comments into good faith consideration with respect to the infringement, claim construction, or defense of the validity or enforceability of any claim in any Arrowhead Product Patent or Joint Patent.  Amgen shall provide to Arrowhead reasonable assistance in such enforcement pursuant to this Section 9.4(b)(iv), at Arrowhead’s request and expense, including joining such action as a party plaintiff if requested by Arrowhead or required by applicable Laws to pursue such action.  Amgen shall have the right to participate and be represented in any such suit by its own counsel at its own expense with respect to a Product Infringement.  No settlement of any such action or proceeding which restricts the scope, or adversely affects the enforceability, of any Arrowhead Product Patent or Joint Patent, or imposes on Amgen any restrictions, obligations or other liabilities, shall be entered into by Arrowhead without the prior written consent of Amgen, which consent shall not be unreasonably withheld, conditioned, or delayed.  Arrowhead shall not knowingly take any action during such litigation of any Arrowhead Product Patent or Joint Patent that would materially and adversely affect them, without Amgen’s prior written consent, which shall not be unreasonably withheld, delayed, or conditioned.  Notwithstanding the foregoing, Arrowhead will not have the right to enforce or settle any such action or proceeding if Amgen has a good faith belief that enforcement of such Arrowhead Product Patent or Joint Patent in such circumstances could unreasonably jeopardize the rights licensed to Amgen under such Patent.

(v) Notwithstanding Section 9.4(b)(ii) or (iv), if a Third Party submits an application to the appropriate Regulatory Authority for approval to sell a drug product, and supports the application with any safety, efficacy, or other data that either Party has generated in Developing a Licensed Compound or Licensed Product, then the following will apply:

(1) if a Party receives from the Third Party a notice alleging that the Third Party’s manufacture, use, or sale of the drug product does not infringe an Arrowhead Patent, or that such Patent is invalid or unenforceable (such as a certification under 21 U.S.C. §§ 355(b)(2)(A)(iv) or 355(j)(2)(A)(vii)(IV), 21 C.F.R. §§ 314.94 or 314.95, 42 U.S.C. § 262(l), or under any other law anywhere in the world that by its effect permits a Third Party to support its application for approval with any safety, efficacy, or other data generated in Developing a Licensed Compound or Licensed Product), then the Party receiving the notice will provide it to the other Party via facsimile and overnight courier as soon as practicable and at least within five (5) days after receiving the notice.

(2) Arrowhead will have the first right, but not the obligation, to institute and control (where Arrowhead is a plaintiff) or defend and control (where Arrowhead is a defendant) an action before any government or private tribunal against the Third Party concerning the infringement, validity, and enforceability of any Arrowhead Platform Patent and to settle any claims in connection with such Patents.  Amgen will have the first right, but not the obligation, to institute and control (where Amgen is a plaintiff) or defend and control (where Amgen is a defendant) an action before any government or private tribunal against the Third Party concerning the infringement, validity, and enforceability of any Arrowhead Product Patent and to settle any claims in connection with such Patents.  If the applicable Party decides not to institute

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(or defend, as applicable) such action, such Party will give notice to the other Party of its decision within twenty (20) days of the deadline for initiating the action (or, if such Party is defending the action, within twenty (20) days of any deadline required to maintain the action), upon receipt of which the other Party may institute (or defend, as applicable) and control such action.  Each Party will cooperate fully with the other Party in such actions and will provide reasonable assistance (including making available to such other Party documents possessed by such Party that are reasonably required by such other Party and making available personnel for interviews and testimony) in any actions undertaken in accordance with this Section 9.4(b)(v).  At the controlling Party’s request, the other Party agrees to join any such action, or, in the case of Arrowhead, to use reasonable efforts to cause any Third Party licensor under any license agreement between Arrowhead and such Third Party pursuant to which Arrowhead has obtained rights to any Arrowhead Licensed Technology, including the agreements set forth on Exhibit E, to join any such action, for the purpose of establishing standing.  Each Party will have the right to approve any settlement under Section 9.4(b)(v) that would adversely affect the Arrowhead Patents or result in any liability, restriction, obligation or admission on behalf of such Party, such approval not to be unreasonably withheld, conditioned, or delayed.  Any recovery, by settlement or otherwise, realized as a result of such litigation will be allocated in accordance with Section 9.4(d).

(c) Settlement.  Neither Party shall settle any claim, suit or action that it brought under Section 9.4(b) without the prior written consent of the other Party, not to be unreasonably withheld, delayed, or conditioned.  Nothing in this Article 9 shall require such other Party to consent to any settlement that is reasonably anticipated by such other Party to have a material and adverse impact upon any Arrowhead Patents or Joint Patents.

(d) Expenses and Recoveries.  The enforcing Party bringing a claim, suit or action under Section 9.4(b) shall be solely responsible for any expenses incurred by such Party as a result of such claim, suit or action.  If such Party recovers monetary damages in such claim, suit or action, such recovery shall first be allocated to the reimbursement of any expenses incurred by the Parties in such litigation (including, for this purpose, a reasonable allocation of expenses of internal counsel).  If such recovery is insufficient to cover all such costs and expenses of both Parties, it shall be shared in proportion to the total of such costs and expenses incurred by each Party.  If after such reimbursement any funds remain from such damages or other sums recovered, if Amgen brought such suit, such remaining funds shall [***].

(e) Infringement Other Than a Product Infringement.  For any and all infringement of any Arrowhead Patents or Joint Patents other than a Product Infringement, as between the Parties, (i) Arrowhead shall have the sole and exclusive right to bring an appropriate suit or other action against any person or entity engaged in such other infringement of an Arrowhead Patent, in its sole discretion, and shall bear all related expenses and retain all related recoveries, and (ii) each Party shall have the right to bring an appropriate suit or other action against any person or entity engaged in such other infringement of a Joint Patent, in its sole discretion, and shall bear all related expenses and retain all related recoveries, and the other Party shall provide reasonable assistance in such enforcement action, including joining such action as a party plaintiff if required by applicable Laws to pursue such action, at the request and expense of the Party bringing the suit or action.  

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9.5 Patents Licensed From Third Parties.  Each Party’s rights under this Article 9 with respect to the prosecution, maintenance and enforcement of any Arrowhead Patent that is licensed by Arrowhead from a Third Party shall be subject to the rights of such Third Party to prosecute, maintain and enforce such Patent.

9.6 Infringement of Third Party Rights in the Territory.  If any Licensed Compound or Licensed Product used or sold by Amgen, its Affiliates or sublicensees becomes the subject of a Third Party’s claim or assertion of infringement of a Patent granted by a jurisdiction within the Territory, Amgen shall promptly notify Arrowhead and the Parties shall agree on and enter into a “common interest agreement” wherein the Parties agree to their shared, mutual interest in the outcome of such potential dispute, and thereafter, the Parties shall promptly meet to consider the claim or assertion and the appropriate course of action.  Amgen shall be solely responsible for the defense of any such infringement claims, provided that Amgen shall provide to Arrowhead the ability to join such action, at Arrowhead’s request and expense, to pursue such action in which a patent asserted by a Third Party under this Section 9.6, claims (a) the composition of matter or use, sale, offer for sale, or importation in any and all fields of any Licensed Compound or Licensed Product or (b) the manufacture of any such Licensed Compound or Licensed Product using the process employed by Arrowhead as of the Effective Date (any such patent, “Subject Patent”).  To the extent directly related to the Subject Patent, Amgen shall keep Arrowhead regularly informed of the status and progress of any action to the extent involving a Subject Patent, shall reasonably consider Arrowhead’s comments on any such action with respect to such Subject Patent, including determination of litigation strategy and filing of material papers to the competent court.  In addition, Amgen shall provide Arrowhead with drafts of all material papers to be filed with the court to the extent directly related to the Subject Patent and shall in good faith incorporate all reasonable comments thereto by Arrowhead before filing such papers.

9.7 Parties’ Patent Rights.  If any Arrowhead Patent or Joint Patent becomes the subject of any proceeding commenced by a Third Party within the Territory in connection with an opposition, reexamination request, action for declaratory judgment, nullity action, interference, inter partes review, or other attack upon the validity, title or enforceability thereof (except insofar as such action is a counterclaim to or defense of, or accompanies a defense of, an action for infringement against a Third Party under Section 9.4, in which case the provisions of Section 9.4 shall govern), then Arrowhead shall control such defense with respect to the Arrowhead Platform Patents and Amgen shall control such defense with respect to the Arrowhead Product Patents and Joint Patents.  The defending Party shall be responsible for all costs and expenses incurred by such Party under this Section 9.7.  The defending Party shall provide to the other Party copies of any papers relating to any such opposition, reexamination request, action for declaratory judgment, nullity action, interference or other attack upon any Arrowhead Platform Patents, Arrowhead Product Patents or Joint Patents, as applicable, reasonably in advance of their being filed or promptly upon their being received, including draft filings reasonably in advance of their being filed so that the other Party can comment and provide input with respect to such draft filings.  The defending Party agrees to discuss and consider in good faith any changes reasonably requested by the other Party to such papers, including draft filings, promptly upon their being received, toward the objective of optimizing overall patent protection for Licensed Compounds or the Licensed Product.  The defending Party shall permit the other Party to participate in the proceeding for an Arrowhead Platform Patent, Arrowhead Product Patent or Joint Patent, as applicable, to the extent permissible under applicable Laws, and to be represented by its own counsel in such proceeding,

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at such other Party’s expense.  If the defending Party decides that it does not wish to defend against such action, then the other Party shall have a backup right to assume defense of such Third Party action at its own expense.  Any awards or amounts received in defending any such Third Party action shall be allocated between the Parties as provided in Section 9.4(d).

9.8 Patent Term Extension.  In the event Amgen desires to seek a patent term extension (including any pediatric exclusivity extensions as may be available) or supplemental protection certificate or their equivalents in any country for any Arrowhead Product Patent or Joint Patent, then the Parties shall meet and discuss such request in good faith, provided that Amgen shall have the final decision-making authority with respect thereto. In the event Amgen desires to seek any of the foregoing extensions for any Arrowhead Platform Patent, then the Parties shall meet and discuss such request in good faith and Arrowhead will not unreasonably withhold consent to such extension, provided that it shall not be unreasonable for Arrowhead to withhold its consent if such extension would materially adversely affect such Arrowhead Platform Patent or Arrowhead’s or its licensee’s development or commercialization of compounds covered by such Arrowhead Platform Patent.

9.9 Regulatory Data Protection.  To the extent required by or permitted by Law, Amgen will, at its sole discretion, decide whether to list with the applicable Regulatory Authorities during the Term any applicable Arrowhead Product Patents claiming any Licensed Compound or Licensed Product that Amgen intends to, or has begun to, Commercialize, and that has become the subject of a Regulatory Approval Application submitted to FDA.  In the event Amgen desires to include in such listing any Arrowhead Platform Patent, then the Parties shall meet and discuss such request in good faith and Arrowhead will not unreasonably withhold consent to such listing, provided that it shall not be unreasonable for Arrowhead to withhold its consent if such extension would materially adversely affect such Arrowhead Platform Patent.  Such listings may include all so called “Orange Book” listings required under the Xxxxx-Xxxxxx Act or listing of Patents as provided in the patent dispute resolution procedures of the Biologics Price Competition and Innovation Act of 2009 or under 42 U.S.C. § 262(l) or similar provisions in the Territory during the Term.  Prior to such decision on listings, the Parties will meet to evaluate and identify all applicable Patents to be listed and Amgen shall reasonably incorporate and address suggestions provided by Arrowhead as to the listing or non-listing of any applicable Patents.

Article 10 REPRESENTATIONS AND WARRANTIES; COVENANTS; DISCLAIMERS

10.1 Mutual Representations and Warranties.  Each Party hereby represents and warrants to the other Party as follows:

(a) as of the Effective Date, it is a corporation duly organized, validly existing, and in good standing under the Laws of the jurisdiction in which it is incorporated; and

(b) as of the Effective Date, (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and (iii) this Agreement has been

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duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms.

10.2 Additional Representations and Warranties of Arrowhead.  Arrowhead represents and warrants to Amgen, as of the Effective Date, as follows:

(a) Arrowhead has (i) the right under the Arrowhead Licensed Technology to grant the licenses to Amgen as purported to be granted pursuant to this Agreement, (ii) sufficient legal or beneficial title in the Arrowhead Licensed Technology to grant the licenses to Amgen as purported to be granted pursuant to this Agreement, and (iii) not granted any right or license to any Third Party under the Arrowhead Licensed Technology that would conflict or interfere with any of the rights and licenses granted to Amgen hereunder;

(b) Arrowhead owns all right, title, and interest in the Arrowhead Patents (including those set forth on Exhibit C) except for the Arrowhead Patents set forth on Exhibit D, which Patent rights Arrowhead has licensed from Third Parties pursuant to the corresponding agreements set forth on Exhibit E and such licensed rights are sufficient to grant the rights purported to be granted to Amgen under this Agreement;

(c) no lien, encumbrance, or security interest (including in connection with any indebtedness) exists in the Arrowhead Patents in favor of any creditor;

(d) (i) all existing agreements between Arrowhead and any Third Party under which Arrowhead receives a license under any intellectual property rights relating to the Arrowhead Licensed Technology are listed in Exhibit E, (ii) such agreements were made available to Amgen by Arrowhead, and were true, accurate and complete copies of such agreements, and have not been modified, supplemented or amended since the date they were made available to Amgen; (iii) each of such agreements is in full force and effect; and (iv) Arrowhead is not in material breach of any such agreements, and, to its Knowledge, no other party to any such agreements is in material breach thereof, in each respect in, any manner that would give such other party the right to terminate such agreements;

(e) no written communications have been received by Arrowhead from any Third Parties that allege, and there is no pending or threatened litigation as of the Effective Date that alleges, either (x) that any Arrowhead Patent in existence as of the Effective Date is, or for any patent application included in the Arrowhead Patents in existence as of the Effective Date, if issued, would be, invalid or unenforceable or (y) the use of Arrowhead Licensed Technology or the manufacture, use, sale, offer for sale or importation of the Licensed Compounds, Licensed Products or products made using Arrowhead Licensed Technology infringes or misappropriates or would infringe or misappropriate any right of any Third Party, and, to the Knowledge of Arrowhead, no Third Party (i) is infringing any Arrowhead Patents in existence as of the Effective Date or has misappropriated any Arrowhead Know-How in the Arrowhead Licensed Technology or (ii) has challenged the ownership, scope, duration, validity, enforceability, priority or right to use any Arrowhead Patents in existence as of the Effective Date (including, by way of example, through the institution of or written threat of institution of interference, reexamination, protest, opposition, derivation, nullity or similar invalidity proceeding before the U.S. Patent and

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Trademark Office or any analogous foreign entity) or any Arrowhead Know-How in existence as of the Effective Date;

(f) each of the issued Patents, and any currently pending Patent application or Patent application from which any such Patent has issued, in each case within the Arrowhead Patents in existence as of the Effective Date, (i) has been prosecuted in compliance with all applicable rules, policies, and procedures of the U.S. Patent and Trademark Office in all material respects, and (ii) is subsisting;

(g) Arrowhead has disclosed to Amgen all Third Party issued Patents identified as relevant by counsel to Arrowhead in any freedom to operate or patentability searches or opinions relating to the Arrowhead Licensed Technology in existence as of the Effective Date in the Territory;

(h) all of Arrowhead’s and its Affiliates’ employees and officers involved in development of the Licensed Technology have been obligated to assign to Arrowhead or such Affiliate, as the case may be, all inventions claimed in the Patents in such Arrowhead Licensed Technology and to maintain as confidential the Confidential Information of Arrowhead or such Affiliate, as the case may be;

(i) all inventors of any inventions included within the Arrowhead Patents owned by Arrowhead have assigned their entire right, title, and interest in and to such inventions and the corresponding Patents to Arrowhead and have been listed in such Patents as inventors;

(j) neither the execution and delivery of this Agreement nor the performance hereof by Arrowhead requires Arrowhead to obtain any permits, authorizations or consents from any Governmental Authority or from any other person, firm or corporation, and such execution, delivery and performance will not result in the breach of or give rise to any right of termination, rescission, renegotiation or acceleration under, or trigger any other rights under, any agreement or contract to which Arrowhead is a party or to which it may be subject that relates to the Arrowhead Licensed Technology;

(k) there are no pending actions, claims, investigations, suits or proceedings against Arrowhead or its Affiliates, at law or in equity, or before or by any Governmental Authority, and neither Arrowhead nor any Affiliate has received any written notice regarding any pending or threatened actions, claims, investigations, suits or proceedings against Arrowhead or such Affiliate, at law or in equity, or before or by any Governmental Authority, in either case with respect to the Arrowhead Licensed Technology;

(l) Arrowhead Licensed Technology has not been created or developed using government funding that grants rights to step-in, seize, restrict or otherwise compromise the ability of Arrowhead to use such technology or to grant to Amgen the rights purported to be granted hereunder; and

(m) Arrowhead has provided to Amgen all material preclinical data related to ARC-2713, ARC-3460, and Arrowhead’s program against the Collaboration Target.

10.3 Mutual Covenants.

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(a) No Debarment.  In the course of the Development of Licensed Compounds and Licensed Products, each Party shall not knowingly use any employee or consultant who has ever been debarred or is the subject of debarment or convicted of a crime for which an entity or person could be debarred (including by the FDA under 21 U.S.C. § 335a (or subject to a similar sanction of any other Governmental Authority)).  Each Party shall notify the other Party promptly upon becoming aware that any of its employees or consultants has been debarred or is the subject of debarment proceedings by any Regulatory Authority.

(b) Compliance.  Each Party and its Affiliates shall comply in all material respects with all applicable Laws in the Development, Manufacture, and Commercialization of Licensed Compounds and Licensed Products performed under this Agreement, including the statutes, regulations and written directives of the FDA, the EMA and any Regulatory Authority having jurisdiction in the Territory, the FD&C Act, the Prescription Drug Marketing Act, the Federal Health Care Programs Xxxx-Xxxxxxxx Xxx, 00 X.X.X. § 0000x-0x(x), the statutes, regulations and written directives of Medicare, Medicaid and all other health care programs, as defined in 42 U.S.C. § 1320a-7b(f), and the Foreign Corrupt Practices Act of 1977, each as may be amended from time to time.

10.4 Additional Covenants.

(a) Arrowhead represents and warrants to and covenants with Amgen that all of Arrowhead’s employees and officers involved in research and development of the Arrowhead Licensed Technology, Licensed Compounds, or Licensed Products shall be obligated to assign to Arrowhead all inventions relating to such Arrowhead Licensed Technology, Licensed Compounds, or Licensed Products and to maintain as confidential the Confidential Information of Arrowhead;

(b) Amgen represents and warrants to and covenants with Arrowhead that all of Amgen’s employees and officers involved in Development of the Licensed Compounds or the Licensed Product shall be obligated to assign to Amgen all inventions relating to such Licensed Compounds or the Licensed Product and to maintain as confidential the Confidential Information of Amgen;

(c) Arrowhead represents and warrants to and covenants with Amgen that Arrowhead shall not sell, assign, or otherwise transfer to any person (other than any Affiliate of Arrowhead) any Arrowhead Patents (or agree to do any of the foregoing) in any manner that would be inconsistent with the rights and licenses granted to Amgen under this Agreement, except to the extent permitted by, and in compliance with, Section 15.6; and

(d) Arrowhead represents and warrants to and covenants with Amgen that Arrowhead shall not grant to any Third Party any right or license under the Arrowhead Licensed Technology that is within the scope of licenses granted to Amgen under Section 3.1.

10.5 Disclaimer.  Amgen understands that the Licensed Compounds and Licensed Products will be the subject of research and development and that Arrowhead cannot assure the safety or usefulness of any Licensed Compound or Licensed Product.  In addition, Arrowhead makes no warranties except as set forth in this Article 11 concerning the Arrowhead Licensed

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Technology.  EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR NON-MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, ARE MADE OR GIVEN BY OR ON BEHALF OF A PARTY, AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED.  Without limiting the generality of the foregoing, (i) neither Party represents or warrants as to the success of any study or test conducted by such Party pursuant to this Agreement or the safety or usefulness for any purpose of the technology, right or materials it provides hereunder, or that either Party will be successful in obtaining any patents rights, or that any patents will issue based on a pending application; and (ii) each Party specifically disclaims any guarantee that the Licensed Compounds or Licensed Products will be successful, in whole or in part

10.6 Knowledge Standard.  “Knowledge” means, as applied to a Party in this Article 10, the actual knowledge, as of the Effective Date, of a Party’s executive officers or personnel with primary responsibility for the applicable subject matter exercising reasonably diligent inquiry.

Article 11 INDEMNIFICATION

11.1 Indemnification by Arrowhead.  Arrowhead shall defend, indemnify, and hold Amgen and its Affiliates and their respective officers, directors, employees, and agents (the “Amgen Indemnitees”) harmless from and against any and all Third Party claims, suits, proceedings, damages, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent that such Claims arise out of, are based on, or result from (a) the breach of any of Arrowhead’s obligations under this Agreement, including Arrowhead’s representations, warranties, and covenants set forth herein, (b) the performance by or on behalf of Arrowhead or its Affiliates or licensees of Arrowhead’s obligations under this Agreement or the development, manufacture, or commercialization by Arrowhead, its Affiliates or licensees (other than Amgen, its Affiliates or Sublicensees) of products containing RNAi Molecules solely to the extent such Claim is based on the use of the Arrowhead Licensed Technology (excluding in all cases Claims covered by the scope of 11.2) by Arrowhead, its Affiliates or licensees (other than Amgen, its Affiliates or Sublicensees) in connection with such development, manufacture or commercialization by such parties of such products, or (c) the willful misconduct or negligent acts of Arrowhead or its Affiliates in performing under this Agreement.  The foregoing indemnity obligation shall not apply to the extent that (i) the Amgen Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Arrowhead’s defense of the relevant Claims is actually prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity set forth in Section 11.2(b) or 11.2(c) for which Amgen is obligated to indemnify the Arrowhead Indemnitees under Section 11.2.

11.2 Indemnification by Amgen.  Amgen shall defend, indemnify, and hold Arrowhead and its Affiliates and their respective officers, directors, employees, and agents (the “Arrowhead Indemnitees”) harmless from and against any and all Claims to the extent that such Claims arise out of, are based on, or result from (a) the Development, Manufacture or Commercialization of Licensed Compounds or Licensed Products by or on behalf of Amgen or its Affiliates or

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Sublicensees, including Claims based upon product liability and patent infringement, (b) the breach of any of Amgen’s obligations under this Agreement, including Amgen’s representations, warranties, and covenants set forth herein, or (c) the willful misconduct or negligent acts of Amgen or its Affiliates in performing under this Agreement.  The foregoing indemnity obligation shall not apply to the extent that (i) the Arrowhead Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Amgen’s defense of the relevant Claims is actually prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity set forth in Section 11.1(b) or 11.1(c) for which Arrowhead is obligated to indemnify the Amgen Indemnitees under Section 11.1.

11.3 Indemnification Procedures.  The Party claiming indemnity under this Article 11 (the “Indemnified Party”) shall give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of such Claim.  The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought and, if the Indemnifying Party has failed to assume defense of such Claim and the Indemnified Party has assumed and is conducting the defense of the Claim, the Indemnifying Party shall provide the Indemnified Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which the indemnity is being sought.  The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right to assume and conduct the defense of the Claim with counsel of its choice.  The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, conditioned or delayed.  For clarity, the Indemnified Party may freely withhold its consent to a settlement of a claim with respect to Claims if (i) such settlement does not include a complete release from liability of the Indemnified Party or if such settlement would involve undertaking an obligation (including the payment of money by an Indemnified Party), (ii) would bind or impair the Indemnified Party or (iii) includes any admission of wrongdoing or that any intellectual property or proprietary right of the Indemnified Party or this Agreement is invalid, narrowed in scope or unenforceable.  So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise any such Claim without the prior written consent of the Indemnifying Party.  If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, (a) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in this Article 12.  

11.4 Limitation of Liability.  NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 11.4 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTION 11.1 OR 11.2 WITH RESPECT TO THIRD PARTY CLAIMS, OR DAMAGES AVAILABLE FOR A PARTY’S BREACH OF

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CONFIDENTIALITY OBLIGATIONS IN ARTICLE 12 OR ITS OBLIGATIONS IN SECTION  2.1.

11.5 Insurance.  Each Party shall procure and maintain insurance (or self-insure sufficiently to provide materially the same level and type of protection) adequate to cover its obligations hereunder during the Term and consistent with normal business practices of companies similarly situated.  It is understood that such insurance shall not be construed to create a limit of either Party’s liability with respect to its indemnification obligations under this Article 11.  Each Party shall provide the other Party with written evidence of such insurance upon request.  

Article 12 CONFIDENTIALITY

12.1 Confidentiality.  Each Party agrees that, during the Term and for a period of [***] years thereafter, it shall keep confidential and shall not publish or otherwise disclose and shall not use for any purpose other than as provided for in this Agreement (which includes the exercise of any rights or the performance of any obligations hereunder) any Confidential Information furnished to it by the other Party pursuant to this Agreement, except to the extent expressly authorized by this Agreement or otherwise agreed in writing by the Parties.  Each Party will use at least the same standard of care as it uses to protect proprietary or confidential information of its own (but no less than reasonable care) to ensure that its employees, agents, consultants, contractors and other representatives do not disclose or make any unauthorized use of the Confidential Information of the other Party.  Each Party will promptly notify the other upon discovery of any unauthorized use or disclosure of the Confidential Information of the other Party.  The foregoing confidentiality and non-use obligations shall not apply to any portion of the other Party’s Confidential Information that:

(a) was already known to the receiving Party or any of its Affiliates, other than by previous disclosure of the disclosing Party or any of its Affiliates, at the time of disclosure by the other Party;

(b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;

(c) becomes generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;

(d) was disclosed to the receiving Party or any of its Affiliates on a non-confidential basis by a Third Party who is not known by the Receiving Party after due inquiry to be subject to an obligation of confidentiality to the other Party; or

(e) was independently discovered or developed by the employees, subcontractors, consultants or agents of the receiving Party or any of its Affiliates without use of the other Party’s Confidential Information, as evidenced by a contemporaneous writing.

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12.2 Authorized Disclosure.  Notwithstanding the obligations set forth in Section 12.1, a Party may disclose the other Party’s Confidential Information and the terms of this Agreement to the extent:

(a) such disclosure is reasonably necessary (i) to comply with the requirements of Regulatory Authorities with respect to obtaining and maintaining Regulatory Approval of a Licensed Product; or (ii) for prosecuting or defending litigation as contemplated by this Agreement;

(b) such disclosure is reasonably necessary to its employees, agents, consultants, contractors, licensees or sublicensees on a need-to-know basis for the sole purpose of performing its obligations or exercising its rights under this Agreement; provided that in each case, the disclosees are bound by written obligations of confidentiality and non-use consistent with those contained in this Agreement;

(c) such disclosure is reasonably necessary to any bona fide potential or actual investor, acquirer, merger partner, licensee, sublicensee, or other financial or commercial partner for the sole purpose of evaluating an actual or potential investment, acquisition or other business relationship; provided that in connection with such disclosure, such Party shall inform each disclosee of the confidential nature of such Confidential Information and, in each case, the disclosees are bound by written obligations of confidentiality and non-use consistent with those contained in this Agreement; and provided further, that no financial terms shall be disclosed to any such potential investor, acquirer or partner if it has a competing product to any Licensed Compound or Licensed Product; or

(d) such disclosure is reasonably necessary to comply with applicable Laws, including regulations promulgated by applicable security exchanges, court order, administrative subpoena or order.

Notwithstanding the foregoing, in the event a Party is required to make a disclosure of the other Party’s Confidential Information pursuant to Section 12.2(a) or 12.2(d), such Party shall promptly notify the other Party of such required disclosure and shall use reasonable efforts to obtain, or to assist the other Party in obtaining, a protective order preventing or limiting the required disclosure.  Any information disclosed pursuant to Section 12.2(a) through Section 12.2(d) shall still be deemed Confidential Information and subject to the restrictions set forth in this Agreement, including the foregoing provisions of Article 12.

12.3 Technical Publication.  During the Term, neither Party may publish peer reviewed manuscripts, or give other forms of public disclosure such as abstracts and presentations, of results of studies carried out under this Agreement, without the opportunity for prior review by the other Party, and subject to this Section 12.3, below, except to the extent required by applicable Laws; provided, however, that Amgen will have the sole right (without Arrowhead’s consent) to publish and make scientific presentations with respect to Licensed Compounds or Licensed Products or make other public disclosures regarding any such Licensed Compounds or Licensed Products, and Arrowhead will not do so without Amgen’s prior written consent, except as required by applicable Law.  No publication shall include the other Party’s Confidential Information without the prior written consent of such other Party.  A Party seeking publication shall provide the other Party the

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opportunity to review and comment on any proposed publication (or where a copy of such publication or presentation is not available at such time, a draft or outline of such publication or description of such presentation) that relates to an RNAi Molecule directed to the Collaboration Target or any Licensed Compound or Licensed Product, at least [***] days prior to its intended submission for publication.  The other Party shall provide the Party seeking publication with its comments in writing, if any, as promptly as practicable after receipt of such proposed publication.  The Party seeking publication shall consider in good faith any comments thereto provided by the other Party and shall comply with the other Party’s request to remove any and all of such other Party’s Confidential Information from the proposed publication.  In addition, the Party seeking publication shall delay the submission for a period up to [***] days in the event that the other Party can demonstrate reasonable need for such delay, including the preparation and filing of a patent application (or, in the case that a Party has a compelling business justification, for a longer period reasonably selected by that Party).  Each Party agrees to acknowledge the contributions of the other Party and its employees in all publications as scientifically appropriate.

12.4 Publicity; Terms of this Agreement.

(a) The Parties agree that the terms of this Agreement are the Confidential Information of both Parties, subject to the special authorized disclosure provisions set forth in this Section 13.4.

(b) Public announcement of the execution of this Agreement shall be made substantially in the form of the press release attached hereto as Exhibit F, on or promptly after the Effective Date.  On or promptly after the Closing Date the Parties shall issue a public announcement limited to announcing information contained in Exhibit F, clearance under the HSR Act and the fact that the transactions contemplated by this Agreement have closed.

(c) After release of such press release, if either Party desires to make a public announcement concerning the terms of this Agreement, such Party shall give reasonable prior advance notice of the proposed text of such announcement to the other Party for its prior review and approval (except as otherwise provided herein).  A Party commenting on such a proposed press release shall provide its comments, if any, within [***] after receiving the press release for review.  Notwithstanding the foregoing, a Party shall have the right to make a public announcement or press release announcing the achievement of each Regulatory Approval development and regulatory milestone event set forth in Section 8.2 (excluding, for clarity, the Initiation of Phase 3 Clinical Trial milestones) as it is achieved either (i) with the consent of the other Party (not to be unreasonably withheld); (ii) where required by applicable Laws or regulations promulgated by an applicable security exchange; or (iii) as permitted under Section 12.2.  Except as provided in this subsection (c) or permitted under Section 12.2, no press release shall include the other Party’s Confidential Information without the prior written consent of such other Party.  In relation to the other Party’s review of such an announcement, such other Party may make specific, reasonable comments on such proposed press release within the prescribed time for commentary.  Neither Party shall be required to seek the permission of the other Party to repeat any information regarding the terms of this Agreement that has already been publicly disclosed by such Party, or by the other Party, in accordance with this Section 12.4, provided such information remains accurate as of such time.

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(d) The Parties acknowledge that either or both Parties may be obligated to file a copy of this Agreement and summaries of the terms hereof with the U.S. Securities and Exchange Commission or other Governmental Authority as reasonably required to comply with applicable Laws or the rules of a nationally-recognized securities exchange.  Each Party shall be entitled to make such filings, provided that it requests confidential treatment of the commercial terms, sensitive technical terms and other terms of this Agreement that a Party reasonably deems sensitive or competitive to the extent such confidential treatment is reasonably available to such Party; provided that the foregoing obligation to request confidential treatment shall not apply with respect to any disclosure of this Agreement by either Party to the U.S. Internal Revenue Service or similar Governmental Authority outside the U.S.  In the event of any such filing, each Party will provide the other Party with a copy of this Agreement and related filings marked to show provisions for which such Party intends to seek confidential treatment and shall reasonably consider and incorporate the other Party’s comments thereon to the extent consistent with the legal requirements and the rules of any nationally recognized securities exchange, with respect to the filing Party, governing disclosure of material agreements and material information to be publicly filed.

12.5 Equitable Relief.  Each Party acknowledges that its breach of this Article 12 may cause irreparable harm to the other Party, which cannot be reasonably or adequately compensated in damages in an action at law.  By reasons thereof, each Party agrees that the other Party shall be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to seek preliminary and permanent injunctive and other equitable relief to prevent or curtail any actual or threatened breach of the obligations relating to Confidential Information set forth in this Article 12 by the other Party.

12.6 Attorney-Client Privilege.  Neither Party is waiving, nor will be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges recognized under the applicable law of any jurisdiction as a result of disclosing information pursuant to this Agreement, or any of its Confidential Information (including Confidential Information related to pending or threatened litigation) to the receiving Party, regardless of whether the disclosing Party has asserted, or is or may be entitled to assert, such privileges and protections.  The Parties may become joint defendants in proceedings to which the information covered by such protections and privileges relates and may determine that they share a common legal interest in disclosure between them that is subject to such privileges and protections, and in such event, may enter into a joint defense agreement setting forth, among other things, the foregoing principles, but are not obligated to do so.

Article 13 TERM AND TERMINATION

13.1 Term.  This Agreement shall become effective on the Effective Date and, unless earlier terminated pursuant to this Article 13, shall remain in effect until last expiration of the Royalty Term for Licensed Products (the “Term”).

13.2 Termination by Amgen.  Amgen may terminate this Agreement in its entirety at any time and for any reason or for no reason upon delivery of (i) at least [***] prior written notice to Arrowhead if no First Commercial Sale has occurred with respect to a Licensed Product and (ii)

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at least [***] prior written notice to Arrowhead if First Commercial Sale has occurred with respect to a Licensed Product.

13.3 Termination for Breach.  Each Party (the “Non-Breaching Party”) shall have the right, without prejudice to any other remedies available to it at law or in equity, to terminate this Agreement in its entirety upon written notice to the other Party if the other Party materially breaches its obligations under this Agreement and, after receiving written notice identifying such material breach in reasonable detail, fails to cure such material breach, or if such material breach is not susceptible to cure within the Cure Period, fails to deliver to the Non-Breaching Party a written plan that is reasonably calculated to resolve such material breach, within ninety (90) days from the date of such notice (or within thirty (30) days from the date of such notice in the event such material breach is solely based on the breaching Party’s failure to pay any undisputed amounts due hereunder) (the “Cure Period”).  If the Parties reasonably and in good faith disagree as to whether there has been a material breach, the Party that disputes that there has been a material breach may contest the allegation in accordance with Article 14.  It is understood and acknowledged that, during the pendency of such a Dispute, the Cure Period shall be extended by the period of time of such pendency, all of the terms and conditions of this Agreement shall remain in effect, and the Parties shall continue to perform all of their respective obligations under this Agreement; provided that for any Dispute over payment, such tolling of the Cure Period will only apply with respect to payment of the disputed amounts and not with respect to any undisputed amounts.  Nothing in this Section 13.3 shall limit a Party’s ability to seek remedies available under this Agreement in law or equity.

13.4 Termination for Patent Challenge.  Arrowhead may terminate this Agreement in its entirety immediately upon written notice to Amgen if (i) Amgen or its Affiliates (directly or indirectly) challenges the validity, enforceability or scope of any Arrowhead Patent anywhere in the world or (ii) any Sublicensee (directly or indirectly) challenges the validity, enforceability or scope of any Arrowhead Patent anywhere in the world and (A) Amgen does not cause such Sublicensee to withdraw such action or (B) Amgen does not initiate termination of the sublicense agreement with such Sublicensee, in each case, within ten (10) days of Amgen receiving from Arrowhead written notice of any such action being taken by such Sublicensee.  Notwithstanding the foregoing, Arrowhead shall have no such right to terminate this Agreement in the case of (I) Amgen’s or any of its Affiliates’ good faith assertion that (x) any Invention claimed by a Patent filed by or on behalf of Arrowhead as an Arrowhead Patent was an Invention of Amgen or a Joint Invention or (y) any Invention claimed by a Joint Patent filed by or on behalf of Arrowhead as a Joint Patent was an Invention of Amgen; (II) Amgen’s or any of its Affiliates’ good faith assertion, in the context of whether a payment of royalties is due to Arrowhead, that no Valid Claim within the Arrowhead Patents licensed from Third Parties applies with respect to a Licensed Product; (III) any claim made by Amgen or any of its Affiliates or Sublicensees as a defense in any lawsuit or administrative proceeding brought by Arrowhead; or (IV) any lawsuit, reexamination proceeding or opposition brought by Amgen or any of its Affiliates or Sublicensees challenging the validity or enforceability of any claim within an issued Arrowhead Patent that does not claim the Arrowhead Licensed Technology that is licensed to Amgen under 3.1 to exploit Licensed Compounds or Licensed Products.

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13.5 Consequences of Termination. Upon any termination of this Agreement pursuant to Section 13.2, 13.3, or 13.4, except as otherwise set forth in Section 13.6 and 8.4(b), all licenses and rights granted by either Party under this Agreement shall terminate.

13.6 Survival.  Termination or expiration of this Agreement shall not affect any liabilities of the Parties under this Agreement that have accrued prior to the date of termination or expiration.  Notwithstanding anything to the contrary, the following provisions shall survive any expiration or termination of this Agreement: Article 1, Article 11, Article 12, (for the period set forth in Section 12.1), and Article 15 (except Section 15.6(b) and (c)); and Sections , 8.3, 8.4, 8.5, 8.7, 8.8 (each such listed section in Article 8 to the extent applicable to payments for milestone events or sales of Licensed Products that occurred prior to the effective date of such termination or expiration and payable by Amgen under Article 8), 8.9, 9.1, 9.2, 10.5, 13.5 (as applicable), 13.6, and 13.7.

13.7 No Limitation on Remedies.  Notwithstanding anything to the contrary in this Agreement, termination or expiration of this Agreement shall not relieve the Parties of any liability or obligation which accrued hereunder prior to the effective date of such termination or expiration nor prejudice either Party’s right to obtain performance of any obligation.  Subject to the terms and conditions of this Agreement, each Party shall be free to seek (without restriction as to the number of times it may seek) damages, costs and remedies that may be available at Law or in equity and shall be entitled to offset the amount of any damages and costs obtained in a final, non-appealable judgment (or judgment from which no appeal was taken within the allowable time period) of monetary damages or costs (as permitted by this Agreement) against the other Party against any amounts otherwise due to such other Party under this Agreement.

Article 14 INITIAL DISPUTE RESOLUTION

14.1 Disputes.  The Parties recognize that controversies or claims arising out of, relating to or in connection with any provision of this Agreement as to certain matters may from time to time arise that relate to either Party’s rights or obligations hereunder (collectively, “Disputes”).  It is the objective of the Parties to establish procedures to facilitate the resolution of Disputes in an expedient manner by mutual cooperation.  Accordingly, with respect to all Disputes, including any alleged breach under this Agreement or any issue relating to the interpretation or application of this Agreement, if the Parties are unable to resolve such Dispute within [***] after such Dispute is first identified by either Party in writing to the other, the Parties shall refer such Dispute to the Executive Officers of the Parties for attempted resolution by good faith negotiations prior to commencing litigation in accordance with Section 15.1.

14.2 Preliminary Injunctions.  Notwithstanding anything in this Agreement to the contrary, a Party may, at any time, seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss, or damage on a provisional basis.

14.3 Patent Disputes.  Notwithstanding anything in this Agreement to the contrary, any and all issues regarding the validity and enforceability of any patent in a country within the Territory shall be determined in a court or other tribunal, as the case may be, of competent

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jurisdiction under the applicable patent laws of such country, except as to any issue that depends on the validity, scope or enforceability of any Joint Inventions, which shall be determined in accordance with U.S. federal law.

Article 15 MISCELLANEOUS

15.1 English Language; Governing Law; Jurisdiction.  This Agreement was prepared in the English language, which language shall govern the interpretation of, and any dispute regarding, the terms of this Agreement.  This Agreement and all disputes arising out of or related to this Agreement or any breach hereof shall be governed by and construed under the laws of the State of New York, U.S., without giving effect to any choice of law principles that would require the application of the laws of a different jurisdiction.  Each of the Parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the federal and state courts located in the State of New York for any matter arising out of or relating to this Agreement and the transactions contemplated hereby, and agrees not to commence any litigation relating thereto except in such courts.  Each of the Parties hereby irrevocably and unconditionally waives any objection to the laying of venue of any matter arising out of this Agreement or the transactions contemplated hereby in the federal and state courts located in the City and State of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum.  The Parties agree that a final judgment in any such matter shall be conclusive and may be enforced in other jurisdictions by suits on the judgment or in any other manner provided by law.  

15.2 Entire Agreement; Amendment.  This Agreement, including the Exhibits hereto, and the Stock Purchase Agreement, set forth the complete, final and exclusive agreement and all the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties with respect to the subject matter hereof and supersedes, as of the Effective Date, all prior and contemporaneous agreements and understandings between the Parties with respect to the subject matter hereof, including the Confidentiality Agreement.  No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the Parties unless reduced to writing and signed by an authorized officer of each Party.

15.3 Force Majeure.  Both Parties shall be excused from the performance of their obligations under this Agreement to the extent that such performance is prevented by force majeure and the nonperforming Party promptly provides notice of the prevention to the other Party.  Such excuse shall be continued so long as the condition constituting force majeure continues and the nonperforming Party takes reasonable efforts to remove the condition.  For purposes of this Agreement, force majeure shall include conditions beyond the control of the Parties, including an act of God, war, terrorist act, labor strike or lock-out, epidemic, and fire, earthquake, storm, release of radioactive material into the environment, or like catastrophe.  Notwithstanding the foregoing, a Party shall not be excused from making payments owed hereunder because of a force majeure affecting such Party.  If a force majeure persists for more than ninety (90) days, then the Parties will discuss in good faith the modification of the Parties’ obligations under this Agreement in order to mitigate the delays caused by such force majeure.

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15.4 Notices.  Any notice required or permitted to be given under this Agreement shall be in writing, shall specifically refer to this Agreement, and shall be addressed to the appropriate Party at the address specified below or such other address as may be specified by such Party in writing in accordance with this Section 15.4, and shall be deemed to have been given for all purposes (a) when received, if hand-delivered or sent by confirmed facsimile or a reputable courier service, or (b) five (5) Business Days after mailing, if mailed by first class certified or registered airmail, postage prepaid, return receipt requested.

If to Arrowhead:   Arrowhead Pharmaceuticals, Inc.

000 X. Xxxx Xxx Xxxxx 0000

Xxxxxxxx, XX 00000
Attn: General Counsel

Facsimile: (000) 000-0000

With a copy to (which shall not constitute notice):

Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx X. Xxxx

Facsimile: (000) 000-0000

If to Amgen:   Amgen Inc.
Xxx Xxxxx Xxxxxx Xxxxx
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Corporate Secretary

Facsimile: (000) 000-0000

With a copy to (which shall not constitute notice):

Amgen Inc.
Xxx Xxxxx Xxxxxx Xxxxx
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000
Attention: SVP, Business Development

Facsimile: (000) 000-0000

15.5 No Strict Construction; Headings.  This Agreement has been prepared jointly by the Parties and shall not be strictly construed against either Party.  Ambiguities, if any, in this Agreement shall not be construed against any Party, irrespective of which Party may be deemed to have authored the ambiguous provision.  The headings of each Article and Section in this Agreement have been inserted for convenience of reference only and are not intended to limit or expand on the meaning of the language contained in the particular Article or Section.  The use of any gender shall be applicable to all genders.  The word “or” is used in the inclusive sense (and/or) unless the context dictates otherwise because the subjects of the conjunction are mutually exclusive.  The term “including” means “including without limitation,” without limiting the generality of any description preceding such term.  The term “shall” means “will”.

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15.6 Assignment.

(a) Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that a Party may make such an assignment or transfer without the other Party’s consent (i) to an Affiliate (for so long as such entity remains an Affiliate) or (ii) only of the entire Agreement (not just certain rights or obligations) to a Third Party acquiror or its Affiliate in connection with a Change of Control of such Party (such Third Party, an “Acquiror”).  Any successor or assignee of rights or obligations permitted hereunder shall, in writing to the other Party, expressly assume performance of such rights or obligations.  Any permitted assignment shall be binding on the successors of the assigning Party.  Any assignment or attempted assignment by either Party in violation of the terms of this Section 16.6 shall be null, void and of no legal effect.

(b) In the event of any such assignment under Section 15.6(a)(ii) in connection with a Change of Control of Arrowhead, all intellectual property rights (including any Information or Patents) owned or otherwise Controlled by the Acquiror or its Affiliates (except for Arrowhead, if remaining as a separate Affiliate or otherwise the successor entity thereto) shall be excluded from the licenses granted to Amgen under this Agreement and the Arrowhead Licensed Technology (including in each case any such intellectual property rights (including any Information or Patents) owned or otherwise Controlled by such Acquiror as of the date of consummation of such transaction), except for any Invention generated by the Acquiror or its Affiliates in performing any activity under this Agreement.  Notwithstanding the foregoing, in the case of either of (x) a Change of Control of Arrowhead or (y) the acquisition by Arrowhead of all or substantially all of the business of a Third Party (together with any entities that were Affiliates of such Third Party immediately prior to such acquisition, a “Acquiree”), whether by merger, consolidation, divesture, restructure, sale of stock, sale of assets or otherwise (an “Acquisition”), to the extent that any Third Party acquirer in such Change of Control or such Acquiree, as applicable, owns any Blocking Patents relative to a Licensed Compound or a Licensed Product, Arrowhead shall and hereby does grant to Amgen a non-exclusive license, for no additional consideration (provided, however, that in the event that Arrowhead would be obligated to make any payments to a Third Party in connection with the grant of the foregoing license to any Blocking Patents, then unless Amgen agrees to assume such payment obligations, such license grant will exclude a license under the applicable Blocking Patents), until the expiration of the last to expire of such Blocking Patents, on a country-by-country basis, or termination of this Agreement relative to such Licensed Compound or Licensed Product, whichever comes first, provided that at the time of such transaction contemplated by (x) or (y), such non-exclusive license rights are available for such grant and have not been exclusively licensed to any Third Party.

(c) In the event of any such assignment under Section 15.6(a)(ii) in connection with a Change of Control of Amgen, all intellectual property rights (including any Information or Patents) owned or otherwise Controlled by the Acquiror or its Affiliates (except for Amgen, if remaining as a separate Affiliate or otherwise the successor entity thereto) shall be excluded from the licenses granted to Arrowhead under this Agreement (including any such intellectual property rights (including any Information or Patents) owned or otherwise Controlled by such Acquiror as of the date of consummation of such transaction), except for any Invention generated by the Acquiror or its Affiliates in performing any activity under this Agreement.

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15.7 Further Actions.  Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

15.8 Rights in Bankruptcy.  All rights and licenses granted under or pursuant to this Agreement by Arrowhead are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101 of the Bankruptcy Code.  The Parties agree that Amgen, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code including without limitation Amgen's right to retain all licenses to Arrowhead Licensed Technology granted herein.  Without limiting the generality of the foregoing, the Parties intend and agree that any sale of Arrowhead's assets under Section 363 of the Bankruptcy Code shall be subject to Amgen’s rights under Section 365(n), that Amgen cannot be compelled to accept a money satisfaction of its interests in Arrowhead Licensed Technology, and that any such sale therefore may not be made to a purchaser "free and clear" of Amgen's license rights without the consent of Amgen.  The Parties further agree that, in the event of the commencement of a bankruptcy proceeding by or against Arrowhead under the Bankruptcy Code, Amgen shall be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property and all embodiments of such intellectual property, and the same, if not already in its possession, shall be promptly delivered to them (i) upon any such commencement of a bankruptcy proceeding upon its written request therefor, unless Arrowhead elects to continue to perform all of its obligations under this Agreement, or (ii) if not delivered under (i) above, following the rejection of this Agreement by or on behalf of Arrowhead upon written request therefor by Amgen. (The Parties acknowledge and agree that "embodiments" of intellectual property within the meaning of Section 365(n) include without limitation laboratory notebooks, RNAi Molecules, inventory, research studies, data, and regulatory approvals).  Additionally, if (a) a case under the Bankruptcy Code is commenced by or against Arrowhead, (b) this Agreement is rejected as provided in the Bankruptcy Code, and (c) Amgen elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, Arrowhead (in any capacity, including debtor-in-possession) and its successors and assigns (including a trustee) shall not interfere with Amgen's rights under this Agreement to Arrowhead Licensed Technology (including such embodiments), including any right to obtain such Arrowhead Licensed Technology (or such embodiments) from another entity, to the extent provided in Section 365(n) of the Bankruptcy Code.  All rights, powers and remedies of Amgen provided herein are in addition to and not in substitution for any and all other rights, powers and remedies now or hereafter existing at law or in equity (including the Bankruptcy Code) in the event of the commencement of a case under the Bankruptcy Code with respect to Arrowhead. The Parties agree that they intend the following rights to extend to the maximum extent permitted by law, and to be enforceable under Section 365(n) of the Bankruptcy Code: (I) the right of access to any Arrowhead Licensed Technology (including all embodiments thereof) of Arrowhead, or any Third Party with whom Arrowhead contracts to perform an obligation of Arrowhead under this Agreement, and, in the case of the Third Party, which is necessary for the development, manufacture, supply, commercialization, sale, import or export of Licensed Compounds or Licensed Products, in any case solely as provided under this Agreement; and (II) the right to contract directly with any Third Party to complete the same.

15.9 Severability.  If any one or more of the provisions of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction from which no appeal can be or is

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taken, the provision shall be considered severed from this Agreement and shall not serve to invalidate any remaining provisions hereof.  The Parties shall make a good faith effort to replace any invalid or unenforceable provision with a valid and enforceable one such that the objectives contemplated by the Parties when entering this Agreement may be realized.

15.10 No Waiver.  Any delay in enforcing a Party’s rights under this Agreement or any waiver as to a particular default or other matter shall not constitute a waiver of such Party’s rights to the future enforcement of its rights under this Agreement, except with respect to an express written and signed waiver relating to a particular matter for a particular period of time.

15.11 Independent Contractors.  Each Party shall act solely as an independent contractor, and nothing in this Agreement shall be construed to give either Party the power or authority to act for, bind, or commit the other Party in any way.  Nothing herein shall be construed to create the relationship of partners, principal and agent, or joint-venture partners between the Parties.

15.12 No Third Party Beneficiaries.  This Agreement is neither expressly nor impliedly made for the benefit of any party other than the Parties and their successors and permitted assigns, except for the persons expressly entitled to indemnification as provided in Article 11 and only in accordance with the terms of such Article 11

15.13 Counterparts; Electronic Delivery.  This Agreement may be executed in counterparts, by original, facsimile or PDF signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Signatures to this Agreement transmitted by facsimile, by email in “portable document format” (“.pdf”), or by any other electronic means intended to preserve the original graphic and pictorial appearance of this Agreement shall have the same effect as physical delivery of the paper document bearing original signature.

15.14 HSR.  As soon as is reasonably practicable following the Effective Date and in any event within thirty (30) days of the Effective Date, each of Amgen (or its Affiliate, as appropriate) and Arrowhead (or its Affiliate, as appropriate) shall prepare and submit appropriate filings under the United States Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the rules promulgated thereunder, and request early termination of the waiting period under the HSR Act.  The Parties shall furnish, or cause their respective Affiliates to furnish, as the case may be, promptly to the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “DOJ”) any additional information requested within their authority under the HSR Act, use reasonable efforts to obtain antitrust clearance for the transactions contemplated hereunder as soon as practicable, and otherwise cooperate with each other in the United States governmental antitrust clearance process.  Subject to the applicable Laws relating to the exchange of information, Amgen shall have the right to direct all matters with respect to the FTC and DOJ hereunder, consistent with its obligations hereunder.  Amgen shall have the right to review in advance any filing or submission to be made by Arrowhead, and Arrowhead shall consider in good faith the view of Amgen in light of Amgen’s right to direct issues related to reviews by the FTC and DOJ.  To the extent practicable, Amgen will consult with Arrowhead on, and consider in good faith the view of Arrowhead in connection with, all of the information relating to Arrowhead that appears in any filing or form (excluding

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attachments or exhibits thereto) made with or submitted to the FTC or DOJ in connection with this Section 15.14.  Amgen shall bear all fees in connection with any filing under this Section 15.14 and each Party shall bear their respective attorneys’ fees in connection therewith.  This Agreement shall bind the Parties upon execution and continue in full force and effect unless and until the termination or expiration of the Agreement by its terms, provided, however, that each Party’s grant of license rights hereunder, Amgen’s obligations to make payments hereunder, and Amgen’s rights and obligations hereunder in connection with the Development and Commercialization of the Licensed Products shall not become effective unless and until each of the following conditions are met: (i) the waiting period provided by the HSR Act shall have expired or terminated (and all antitrust clearance has been obtained), (ii) no court or administrative challenges to the transactions are pending, and (iii) no court or administrative orders are outstanding blocking the completion of the transactions, (the date of such, the “Closing Date”).  Nothing in this Agreement shall require or be deemed to require either Party (or their Affiliates) to commit to any divestitures or licenses or agree to hold separate any assets or agree to any similar arrangements or commit to conduct its business in a specified manner, or to submit and respond to a formal discovery procedure initiated by the FTC or DOJ (i.e., a “Request for Additional Information and Documentary Materials” also known as a “second request”, or Civil Investigative Demand if a filing is not required under the HSR Act), in each case as a condition to obtaining antitrust clearance for transactions contemplated hereunder. If antitrust clearance is not received on or before ninety (90) days after the date on which both Parties have submitted to the FTC and DOJ their respective initial filings to request

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antitrust clearance of the transaction hereunder, then either Party shall have the right to terminate this Agreement without liability therefor at any time thereafter, but prior to receipt of antitrust clearance of the transactions contemplated hereunder, by written notice to the other Party.

{Signature page follows}

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In Witness Whereof, the Parties have executed this Agreement by their duly authorized officers as of the Effective Date.

Amgen Inc.	Arrowhead Pharmaceuticals, Inc.
By:/S/ Xxxxx Xxxxxx	By:/S/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxx	Name:  Xxxxx Xxxxxxxx
Title:   EVP & CFO	Title:    CEO

[Signature Page to Second Collaboration and License Agreement]

LIST OF EXHIBITS:

Exhibit A:Collaboration Target

Exhibit B: Work Plan

Exhibit C: Certain Arrowhead Owned Patents

Exhibit D: Certain Arrowhead Licensed Patents

Exhibit E: Third Party License Agreements

Exhibit F:Initial Press Release

EXHIBIT A

Collaboration Target:

[***]

EXHIBIT B

Work Plan

[***]

EXHIBIT C

Certain Arrowhead Owned Patents¹

[***]

¹  [***].

EXHIBIT D

Certain Arrowhead Licensed Patents

[***]

EXHIBIT E

Third Party License Agreements

• Asset Purchase and Exclusive License Agreement by and between Arrowhead Research Corporation and Novartis Institute for BioMedical Research, Inc., dated March 3, 2015.

• Non-Exclusive License Agreement between City of Hope and X. Xxxxxxxx-Xx Xxxxx Ltd. and Xxxxxxxx-Xx Xxxxx Inc., dated September 19, 2011.  

• Non-Exclusive License Agreement between Xxxxxxxx-Xx Xxxxx Inc. and X. Xxxxxxxx-Xx Xxxxx Ltd. and MDRNA, Inc., dated February 12, 2009.

EXHIBIT F

Initial Press Release