Exhibit 10.1
Execution Version
AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT
This AMENDMENT NO. 1 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”).
RECITALS
WHEREAS, Seller and Purchaser are each a party to that certain Asset Purchase Agreement, dated as of August 25, 2019, by and between Seller and Purchaser (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Asset Purchase Agreement” or “APA”); and
WHEREAS, Seller and Purchaser desire to amend the APA as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:
Section 1.01 Definitions. Capitalized terms used but not otherwise defined in this Amendment shall have the meaning ascribed to them in the APA.
Section 1.02 Amendments.
(a) The Parties hereby amend the APA to add the“CC-11050 Product” definition in Section 1.1 of the APA as set forth below:
“CC-11050 Product” shall have the meaning set forth on Schedule 1.1(n) to this Agreement.
(b) The Parties hereby (i) amend and restate Schedule 1.1(m) (Variant) to the APA in its entirety and (ii) agree to make conforming changes in any applicable Ancillary Agreement, in each case, as set forth onAnnex A attached to this Amendment.
(c) The Parties hereby amend the APA to add a new Schedule 1.1(n)(CC-11050 Product) to the APA as set forth onAnnex B attached to this Amendment.
(d) The Parties hereby amend and restate Section 3.19(j) of the Seller Disclosure Schedule in its entirety as set forth onAnnex C attached to this Amendment.
(e) The Parties hereby amend and restate Section 11.16 (Consent Order) of the APA in its entirety as follows:
The Parties agree that nothing in this Agreement shall contradict or otherwise limit the Consent Order (it being understood and agreed that, if and to the extent that the scope of Transferred Assets, licenses or other rights, with respect to any Product or
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