AMENDMENT NO. 8
THIS AMENDMENT NO. 8 TO SHAREHOLDERS' AGREEMENT OF KIRIN-AMGEN, INC., a
Delaware corporation ("K-A") ("Amendment No. 8"), dated May 28, 1993, and made effective as of November
13, 1990, is made and entered into by and among KIRIN BREWERY, CO., LTD., a Japanese corporation
("Kirin"), AMGEN INC., a Delaware corporation ("Amgen"), and K-A.
A. The parties hereto are parties to that certain Shareholders' Agreement of K-A dated May 11, 1984, as
amended ("Shareholders' Agreement").
B. The parties hereto have entered into various agreements with each other and third parties with respect to the
glycoprotein molecule consisting of the amino acid sequence of granulocyte-colony stimulating factor or "G-
CSF," as such agreements are more particularly described below.
C. The parties have benefitted from their relationship with respect to G-CSF and desire to adopt this Amendment
No. 8 to clarify their agreements and understandings with respect to G-CSF and the payment of royalties on the
commercial sale of G-CSF products ("G-CSF Products") throughout the world.
D. Pursuant to that certain Agreement by and between Sloan-Kettering Institute for Cancer Research ("SKI")
and Amgen dated February 12, 1986, as amended ("SKI Agreement"), K-A is defined as an affiliate of Amgen
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:
1. Royalties for G-CSF Product Sales in the United States.
a. Acknowledgements. The parties hereto acknowledge the following:
(1) Pursuant to that certain G-CSF United States License Agreement dated June 1, 1987, by and between K-A
and Amgen, as amended ("G-CSF United States License Agreement"), Amgen is obligated to pay to K-A
royalties on the Sales Value (as defined therein) of G-CSF Products in the United States equal to