PERFORMANCE UNIT AGREEMENTPerformance Unit Agreement • February 12th, 2020 • Amgen Inc • Biological products, (no disgnostic substances) • Delaware
On the Grant Date specified in the Award Notice, Amgen Inc., a Delaware corporation (the “Company”), has granted to you, the grantee named in the Award Notice, under the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan, as amended and/or restated from time to time (the “Plan”), the Number of Performance Units (the “Performance Units”) specified in the Award Notice on the terms and conditions set forth in this Performance Unit Agreement (and any applicable special terms and conditions for your country set forth in the attached Appendix A (as described in greater detail in Section XIV below)) (collectively, this “Agreement”), the Plan, the Amgen Inc. 2009 Performance Award Program, as amended and/or restated from time to time (the “Program”) and the Resolutions (as defined in the Award Notice). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Program.
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 12th, 2020 • Amgen Inc • Biological products, (no disgnostic substances) • Delaware
On the Grant Date specified in the Award Notice, Amgen Inc., a Delaware corporation (the “Company”), has granted to you, the grantee named in the Award Notice, under the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan, as amended and/or restated from time to time (the “Plan”), the Number of Units with respect to the number of shares of the $0.0001 par value common stock of the Company (the “Shares”) specified in the Award Notice, on the terms and conditions set forth in this Restricted Stock Unit Agreement, any special terms and conditions for your country set forth in the attached Appendix A and the Award Notice (together, the “Agreement”). The Units shall constitute Restricted Stock Units under Section 9.5 of the Plan, which is incorporated herein by reference. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Plan.
GUARANTEEGuarantee • February 12th, 2020 • Amgen Inc • Biological products, (no disgnostic substances)
Guarantee (this “Guarantee”) dated as of October 31, 2019, made by and among BeiGene, Ltd., a Cayman Islands exempted company, with its registered offices c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, P.O. Box 1348, Grand Cayman KY1-1108, Cayman Islands (“Parent Co.”) and Amgen Inc., a Delaware corporation, with a principal place of business at One Amgen Center Drive, Thousand Oaks, California 91320 (“Amgen”). Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Collaboration Agreement (as hereafter defined).
CASH-SETTLED RESTRICTED STOCK UNIT AGREEMENT (Director Equity Incentive Program)Restricted Stock Unit Agreement • February 12th, 2020 • Amgen Inc • Biological products, (no disgnostic substances) • Delaware
On this __ day of _______________ (the “Grant Date”), Amgen Inc., a Delaware corporation (the “Company”), pursuant to its Amgen Inc. 2009 Director Equity Incentive Program (as amended and/or restated from time to time, the “Program”) has granted to you, the grantee named above, an award (the “Award”) of _____________ restricted stock units (the “Units”) with respect to ______________ Shares on the terms and conditions set forth in this Restricted Stock Unit Agreement, including any appendix hereto (as further described in Section XV below) containing special terms and conditions applicable to your country (collectively, this “Agreement”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Program.
RESTRICTED STOCK UNIT AGREEMENT (Director Equity Incentive Program)Restricted Stock Unit Agreement • February 12th, 2020 • Amgen Inc • Biological products, (no disgnostic substances) • Delaware
On this __ day of _______________ (the “Grant Date”), Amgen Inc., a Delaware corporation (the “Company”), pursuant to its Amgen Inc. 2009 Director Equity Incentive Program (as amended and/or restated from time to time, the “Program”) which implements the Amgen Inc. Amended and Restated 2009 Equity Incentive Plan, as amended and/or restated from time to time (the “Plan”), has granted to you, the grantee named above, _____________ restricted stock units (the “Units”) with respect to ______________ Shares on the terms and conditions set forth in this Restricted Stock Unit Agreement, including any appendix hereto (as further described in Section XIV below) containing special terms and conditions applicable to your country (collectively, this “Agreement”), and the Plan (the “Award”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Plan and/or the Program.
ContractCollaboration Agreement • February 12th, 2020 • Amgen Inc • Biological products, (no disgnostic substances) • New York
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[*]”.
AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENTThe Asset Purchase Agreement • February 12th, 2020 • Amgen Inc • Biological products, (no disgnostic substances)
This AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT dated as of October 17, 2019 (this “Amendment”) is by and between CELGENE CORPORATION, a Delaware corporation (“Seller”), and AMGEN INC., a Delaware corporation (“Purchaser”) (each of Seller and Purchaser, a “Party”, and collectively, the “Parties”).
Re: Letter Agreement re: Treatment of Certain Product InventoryAmgen Inc • February 12th, 2020 • Biological products, (no disgnostic substances)
This letter agreement (this “Letter Agreement”) confirms the understanding between the parties hereto that, from and after the Closing, legal title to and economic ownership of any Product Inventory will transfer in a manner that is consistent with the provisions herein.
