Exhibit 10.32
-------------
AMENDMENT NO. 2
---------------
TO
--
KIRIN-AMGEN, INC./AMGEN
-----------------------
G-CSF EUROPEAN LICENSE AGREEMENT
--------------------------------
THIS AMENDMENT NO. 2 ("Amendment No. 2") TO THAT CERTAIN KIRIN-AMGEN,
INC./AMGEN G-CSF EUROPEAN LICENSE AGREEMENT ("License Agreement"), is made and
entered into this 15th day of March, 1988, by and between AMGEN INC., a Delaware
corporation ("Amgen"), and KIRIN-AMGEN, INC., a California corporation
("Corporation").
R E C I T A L S
- - - - - - - -
A. Amgen and Corporation have previously executed that certain License
Agreement regarding G-CSF and Amendment No. 1
B. The parties desire to incorporate certain changes into the License
Agreement pursuant to this Amendment No . 2.
NOW, THEREFORE, it is agreed as follows:
1. Article II, Section 2.03(c) at page 5 of the License Agreement is
hereby amended as follows:
"1) $500,000 (U.S.) - Demonstration of the utility
of G-CSF as an adjunct to chemotherapy.
2) $500,000 (U.S.) - Finalization of Phase III protocol
and completion of investigators meeting.
3) $500,000 (U.S.) - Due on 30 days after the filing of
Registration in any country in the Territory, provided
such filing has not been rejected within the
intervening period. If the filing is rejected within
the intervening period, the amount will become due upon
filing the corrected Registration."
2. Except to the extent as provided herein, the provisions of the License
Agreement, as amended, are hereby ratified and confirmed in all respects.
In WITNESS WHEREOF, the undersigned have caused this Amendment No. 2 to be
executed as of the first day written above.
AMGEN INC.,
a Delaware corporation
By /s/ George B. Rathmann
-----------------------------------------
George B. Rathmann, President
"Amgen"
KIRIN -AMGEN, INC.,
a California corporation
By /s/ Y. Yamamoto
-----------------------------------------
Yashushi Yamamoto, Chairman
"Corporation"
-2-
[LETTERHEAD OF KIRIN]
April 1, 1988
Mr. Robert D. Weist
Senior Vice President
Amgen, Inc.
1900 Oak Terrace Lane
Thousand Oaks, CA 91320
U.S.A.
Dear Bob:
As per your request, we will send you by faxcimile a copy of letter agreement
for G-CSF registration milestone amendment with Dr. Yamamoto's signature.
We will send you the original letter by separate mail.
Formal documentation should be executed at the coming Board of
Directors Meeting on April 15, 1988.
Sincerely yours,
/s/ Toshikazu Doi
-----------------
Toshikazu Doi
Pharmaceuticals Dept.
cc: Mr. G. Binder
Mr. L. Sears
Mr. K. Aramaki
Amgen and Kirin agree that Section 2.03(c) of the G-CSF European
License Agreement between Kirin-Amgen and Amgen should be amended so
that the milestone be payable as follows:
1)$500,000 (U.S.) - Demonstration of the utility of G-CSF
as an adjunct to chemotherapy.
2)$500,000 (U.S.) - Finalization of Phase III protocol and
completion of investigators meeting.
3)$500,000 (U.S.) - Due on 30 days after the filing of
Registration in any country in the Territory, provided
such filing has not been rejected within the
intervening period. If the filing is rejected within
the intervening period, the amount will become due upon
filing the corrected Registration.
/s/ George B. Rathmann
-------------------------------------
George B. Rathmann, Amgen Inc.
/s/ Y. Yamamoto
-------------------------------------
Kirin Brewery Company, Ltd.