Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment
that has been filed with the Securities and Exchange Commission.
By and Between
Takeda Pharmaceutical Company Limited
February 1, 2008
Table of Contents
This License Agreement (this "Agreement" ) is entered into as of the 1st day of February, 2008 (the "Effective Date" )
by and between Amgen Inc., a Delaware corporation having its principal place of business at One Amgen Center Drive,
Thousand Oaks, California 91320-1799, U.S.A. ( "Amgen" ), and Takeda Pharmaceutical Company Limited, a Japanese
corporation having its principal place of business at 1-1, Doshomachi 4-chome, Chuo-ku, Osaka 540-8645, Japan ( "Licensee" ).
Amgen and Licensee are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
WHEREAS, Amgen is a global biotechnology company that conducts pharmaceutical research, development,
manufacturing and commercialization;
WHEREAS, Amgen is developing a number of products for the treatment of various diseases and conditions;
WHEREAS, Amgen's subsidiary, Amgen K.K., has previously conducted development activities in the Territory (as
WHEREAS, concurrently with the execution of this Agreement, the Parties are entering into the Sale and Purchase
Agreement whereby Amgen shall sell, and Licensee shall purchase, all of the outstanding capital stock of Amgen K.K.;
WHEREAS, Licensee has existing development and commercialization capabilities in the Territory and will, subsequent
to the closing of the transactions contemplated in the Sale and Purchase Agreement, have the additional development
capabilities of Amgen K.K.;
2 COLLABORATION SCOPE AND GOVERNANCE
3 GRANT OF LICENSE
4 DEVELOPMENT AND REGULATORY APPROVAL