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. License Agreement By and Between Amgen Inc. and Takeda...

1       DEFINITIONS

2       COLLABORATION SCOPE AND GOVERNANCE

3       GRANT OF LICENSE

4       DEVELOPMENT AND REGULATORY ACTIVITIES

5       COMMERCIALIZATION

6       DILIGENT EFFORTS; DISTRACTING PROGRAMS AND TRANSACTIONS

7       MANUFACTURE AND SUPPLY

8       PAYMENT

9       INTELLECTUAL PROPERTY

10     CONFIDENTIALITY AND PUBLICATIONS

11     REPRESENTATIONS, WARRANTIES AND COVENANTS

12     LIMITATIONS OF LIABILITY; INSURANCE

13     INDEMNIFICATION

14     TERM AND TERMINATION

15     MISCELLANEOUS

Meetings. The Steering Committee shall meet [*] in person, via teleconference or videoconference or otherwise (with at least [*] meeting per [*] Year being in person), or as otherwise agreed by the Parties. Any in-person meetings shall be held on an alternating basis between Licensee’s and Amgen’s facilities, unless otherwise agreed by the Parties. As appropriate, other employee representatives

of the Parties may attend Steering Committee meetings as nonvoting participants, but no Third Party personnel may attend unless otherwise agreed by the Parties. Each Party may also call for special meetings as reasonably required to resolve particular matters requested by such Party by at least [*] days written notice to the co-chair appointed by the other Party. All Steering Committee meetings must have at least [*] member appointed by each Party in attendance.

Decision Making. With respect to unresolved development matters, the Joint Project Team shall make decisions by consensus. In the event the Joint Project Team fails to reach consensus with respect to any such matter, and the Joint Project Team determines that it is appropriate to do so, such matter shall be escalated to the Steering Committee for resolution. With respect to unresolved commercialization matters, [*] shall make the final determination with respect to commercialization of Licensed Product in the Licensee Territory, and [*] shall

make the final determination with respect to commercialization of Licensed Product in the Amgen Territory.

Development Plans. The development plan and budget for development of AMG706 for the NSCLC Indication in the Territory and completion of the

Ongoing Studies has been mutually agreed upon by the Parties as of [*] and is attached hereto as the Development Plan Schedule (as amended by Agreement of the Development Committee from time to time, “Development Plan”). Should either Party seek to make changes to an approved Development Plan, then at least [*] days prior to the next meeting of the Development Committee, it shall provide the Development Committee any proposed changes to the previously approved Development Plan for the Development Committee’s review and approval (including approval for any Additional Indication).

Licensed Amgen Know-How. Amgen hereby grants Licensee [*] right and license during the Term, subject to the terms and conditions hereof, to utilize the Licensed Amgen

Know-How solely for the purpose of supporting its research, development, commercialization, use, importation and sale of Licensed Product only in the Indications in the Licensee Territory, except that Amgen retains non-exclusive rights in the Licensee Territory to research, develop, use, import, commercialize and sell (in accordance with Section 5.3 (Commercialization in Europe) or as otherwise agreed by the Commercialization Committee), and manufacture Licensed Product. Such license shall include the right to sublicense only as set forth in Section 3.4 (Licensee Sublicensing). Amgen also hereby grants Licensee [*] right and license during the Term, subject to the terms and conditions hereof, to utilize the Licensed Amgen Know-How solely for the purpose of supporting its development of Licensed Product only in the Indications in the Amgen Territory.

Licensee Sublicensing. Licensee shall have the right to sublicense the rights granted it hereunder only with Amgen’s prior written consent, which consent may not be unreasonably withheld or delayed, except with respect to any of the parties [*] for which Amgen may withhold or condition its consent in its sole discretion. Any permitted sublicensee shall be required to enter into a written agreement obligating it to maintain the confidentiality of the Confidential Information of Amgen and Licensee shall be responsible for any disclosure of the Confidential Information of Amgen by such sublicensee in violation of the provisions of Article 10 (Confidentiality and Publications). In addition, such written agreement shall require such sublicensee to comply with the obligations and prohibitions of this Agreement relevant to the right(s) sublicensed, and Licensee shall be responsible for a breach by such sublicensee of any such obligations or prohibitions. No sublicense shall operate to excuse Licensee’s compliance with its

obligations hereunder. Licensee shall have the right to distribute a Licensed Product in the Licensee Territory through reputable distributors with prior written notice to Amgen.

Grant to Licensee. Amgen hereby grants to Licensee [*] right and license during the Term, subject to the terms and conditions hereof, solely to develop, commercialize, use, import and sell Licensed Product in the Licensee Territory in the Indications under the same Licensed Amgen Trademarks as used by Amgen for Licensed Product in such Indications in the Amgen Territory. Such license shall include the right to sublicense only as set forth in Section 3.4 (Licensee Sublicensing). The Parties acknowledge that the use of the Licensed Amgen Trademarks in the Licensee Territory may have commercial value to Licensee, and that Licensee shall have the right to commercialize Licensed Product in the Indications in the Licensee Territory under the same Licensed Amgen Trademarks as utilized for Licensed Product in such Indications by Amgen in the Amgen Territory. Should the Parties desire that a different trademark be used for Indications in the Licensee Territory, or if additional trademarks to those used in the Amgen Territory are otherwise required, the Parties shall consult and agree upon an additional or replacement trademark (or trademarks) (which additional or replacement trademark(s) shall, as between the Parties, be owned by Amgen). In addition, if the manufacture of Licensed Product for Licensee for use in the Licensee Territory materially varies from the manufacture of Licensed Product for Amgen or its Affiliates for use in the Amgen Territory, then upon the request of Amgen, the Parties shall consult and agree upon a replacement trademark (or trademarks) (which replacement trademark(s) shall, as between the Parties, be owned by Amgen). Upon Amgen’s request, Licensee shall include an Amgen trademark designated by Amgen to Licensee in writing (e.g., “Amgen”) on all packaging, labeling, promotional and marketing materials for the applicable Licensed Product in equal prominence to those of Licensee in a form and manner approved by Amgen. Amgen hereby grants Licensee a non-exclusive right and license, with the right to sublicense only as set forth in Section 3.4 (Licensee Sublicensing), during the Term, subject to the terms and conditions hereof, to use

such Amgen marks solely for such purpose. Such Amgen marks shall be subject to the quality control provisions set forth in Section 3.7 (Trademark Quality Standards). All uses by Licensee of the Licensed Amgen Trademarks and other Amgen marks permitted hereunder, and all goodwill associated therewith, shall inure solely to the benefit of Amgen.

Retained Rights and Limitations. Except as expressly granted in this Article 3, no rights are granted to Licensee hereunder to Licensed Amgen Patents, Licensed Amgen Know-How or Licensed Amgen Trademarks outside the Indications, or outside the Licensee Territory. Except to the extent expressly set forth in Sections 7.2 (Clinical Supply) or 7.3 (Commercial Supply), no rights are granted to Licensee hereunder to make or have made

a Licensed Product or any other product. No rights are granted to Licensee hereunder to import or export a Licensed Product manufactured by Amgen or its licensee, except as specifically contemplated herein. No rights are granted herein to Licensee to control the research, development or commercialization of a Licensed Product in the Amgen Territory except, with respect to development, as otherwise agreed by the Parties through the Development Committee and, with respect to commercialization, as allowed under Section 5.5 (Co-Promotion Rights). No rights to either Party’s patents, trademarks or other intellectual property or proprietary rights are granted pursuant to this Agreement except as expressly set forth herein, and all other rights are reserved.

Conduct of Clinical Trials Outside Japan. Amgen shall have the sole right and obligation to manage and conduct all aspects of all clinical trials for the Licensed Product in the NSCLC Indication that have been Initiated as of [*] in the Territory (excluding Japan) and all Ongoing Studies. To the extent any of the Ongoing Studies currently contemplate use of Japanese sites, Licensee shall be obligated to conduct the Japanese aspects of the Ongoing Studies pursuant to Amgen’s overall management of such studies. Amgen shall have the first right, but not the obligation, to manage and conduct all aspects of all clinical trials for the Licensed Product in the NSCLC Indication that are Initiated from and after [*] in the Territory (excluding Japan). Licensee shall have the first right, but not the obligation, to manage and conduct all aspects of all clinical trials for the Licensed Product in the first Additional Indication in the Territory (and shall have the

obligation to do so in Japan). For all other Indications, responsibilities between the Parties shall be decided by the Development Committee.

Amgen Responsibility. Amgen shall own and be solely responsible for filing, obtaining and maintaining all Regulatory Approvals for the Licensed Product in the Indications in the Amgen Territory and any approval for any product labeling or promotional materials in the Amgen Territory with respect thereto; and unless otherwise agreed or required by applicable Law, all such approvals shall be held in the name of Amgen (or its designee). Amgen shall also be responsible for any post-approval activities required to be conducted by any Governmental Authority in the Amgen Territory for any Licensed Product; provided that any post-marketing studies not required by the FDA or any other Governmental Authority in the Amgen Territory, shall be submitted to and approved by the Development Committee prior to commencing any such post-marketing studies (as set forth in Section 4.5 (Voluntary Post-Marketing Studies)), and in any event, Amgen shall

submit a proposal detailing such post-marketing studies required by any Governmental Authority in the Amgen Territory to the Development Committee for review (not approval) and shall keep the Development Committee apprised of the progress and results thereof.

Sharing of Regulatory Filings. Each Party shall disclose to the other Party a draft copy of any Regulatory Filing for a Licensed Product in an Indication no less than [*] days prior to filing it with a Governmental Authority. Each Party shall consider in good faith any comments made by the other Party with respect to such filings. Where documents are not in English, each Party shall also provide an English translation. Amgen shall maintain a centralized database which contains all clinical trial data accumulated from all clinical trials of a Licensed Product conducted by, on behalf of, or with the support of each Party under the Collaboration (in a computer readable format as reasonably specified by Amgen), and each Party shall have full access to the database. Upon the request of either Party, the other Party shall provide a right of reference to any requested Regulatory Filings or Regulatory Approvals for a Licensed Product in such Party’s respective territory under the Collaboration, in each case as reasonably necessary for the requesting Party’s development or commercialization of such Licensed Product as permitted

hereunder (and/or, with respect to Amgen, as reasonably necessary for the manufacture of such Licensed Product). Notwithstanding the foregoing, (i) Amgen shall not be required to provide to Licensee nor to allow Licensee to access (but shall provide a right of reference as set forth in Section 4.13 (Amgen Cooperation – Manufacturing Information) to the extent necessary) to Amgen’s manufacturing information with respect to a Licensed Product or any sections of any Regulatory Filing related thereto, and (ii) neither Party shall have an obligation to provide information relating to any product other than a Licensed Product.

Adverse Event Reporting. Each Party shall be responsible for reporting to the relevant Governmental Authorities in its respective territory all adverse events with respect to the Licensed Product anywhere in the Territory, to the extent required by and in accordance with Law. Each Party shall ensure that its Affiliates, and permitted licensees (including permitted sublicensees), as applicable, comply with all such reporting obligations. Each

Party will designate a safety liaison to be responsible for communicating with the other Party regarding the reporting of adverse events with respect to Licensed Product.

Amgen Responsibility. Amgen shall have exclusive responsibility for all correspondence and for any official communication (except as Licensee may be required by Law or a Governmental Authority to communicate or as expressly provided in Section 4.12.1 (Licensee Responsibility)) regarding (i) the Licensed Product in Indications with applicable Governmental Authorities in the Amgen

Territory, (ii) the Licensed Product in the NSCLC Indication with applicable Governmental Authorities in the Territory (other than Japan), provided that, in the Licensee Territory, such responsibility shall transition to Licensee as of the time that a Regulatory Filing seeking Regulatory Approval has been submitted by Licensee, and further provided that Amgen shall reasonably cooperate with Licensee in such transition in accordance with Section 4.12.1 (Licensee Responsibility) and (iii) regarding the manufacture of the Licensed Product in the Territory. Without prejudice to the time periods relevant to Regulatory Filings pursuant to Section 4.7 (Sharing of Regulatory Filings), Amgen shall supply to Licensee a copy of: (a) all material correspondence and communications to any such Governmental Authority at least [*] days prior to provision of such correspondence or communication to such Governmental Authority (or as promptly as possible where exigent circumstances make such provision impractical); and (b) all material correspondence and communications from any such Governmental Authority within [*] days after receipt of any such correspondence. Amgen shall consider in good faith any comments or suggestions made by Licensee with respect to any such communication. Licensee shall reasonably cooperate with Amgen in responding to any inquiry made by a Governmental Authority in the Amgen Territory regarding Licensed Product in any Indications. Licensee shall be entitled to observe and participate in any discussions between Amgen and any Governmental Authority relating to Licensed Product, and Amgen shall give Licensee at least [*] days prior written notice thereof (or prompt written notice, if [*] days notice is impractical). Should Amgen be unable to solicit Licensee’s participation in any such discussion (as, for example, with respect to a call or visit to Amgen by such Governmental Authority without notice), then Amgen shall provide Licensee prompt written notice of such communication with a summary of the discussion. Notwithstanding the above, Amgen shall not be required to disclose manufacturing information (except as set forth in Section 4.13 (Amgen Cooperation – Manufacturing Information)).

Responsibilities. Each Party shall conduct such commercialization in accordance with the then-current commercialization plan approved by the Commercialization Committee. Subject to the foregoing, with respect to Licensee and Licensed Product in Indications in the Licensee Territory, and Amgen and Licensed Product in Indications in the Amgen Territory, each Party’s responsibilities shall include: (i) execution of the global commercial plan approved by the Commercialization Committee within each Party’s respective territory (e.g., strategies for branding, product positioning, pre-launch activities (e.g., market research), launch and post-launch marketing and promotion, and field sales

force optimization); (ii) pricing and reimbursement; (iii) determination of packaging and labeling (provided, however, that each Party shall have the right to participate in any discussions with Governmental Authorities in the other Party’s territory with respect to labeling in accordance with Section 4.12 (Regulatory Communications)); (iv) creation of promotional materials regarding the Licensed Product which are intended for distribution to Third Parties (including medical professionals) and to such Party’s sales force (subject to Section 3.7 (Trademark Quality Standards)); (v) conducting post-marketing studies required by a Governmental Agency; (vi) determining and conducting promotion activities; and (vii) conducting sales, distribution and medical affairs activities, including booking sales (i.e., recognizing all revenues), taking orders and distributing, contracting, handling of returns, handling all aspects of order processing, invoicing and collecting, warehousing, documenting inventory and receivables and collecting prescription tracking, call reporting, handling data regarding sales to hospitals and other end users and handling all other customer service-related functions.

Compliance with Laws, Regulations and Guidelines. Each Party shall comply with Law with respect to the development and commercialization of the Licensed Product in the

Indications in connection with the Collaboration. Neither Party shall be required to undertake any activity relating to the commercialization of a Licensed Product in, with respect to Licensee, the Licensee Territory, or with respect to Amgen, the Amgen Territory, that it believes, in good faith, may violate any Law.

Addition of Distracting Products. Each of the Parties may pursue [*] the clinical development of a Distracting Product (and manufacture Distracting Product for such purpose) at its sole expense until such time as the Party is ready to [*] of such Distracting Product with the first Governmental Authority. The Party developing the Distracting Product (the “Developing Party”) shall provide prompt written notice to the other Party (the “Non-Developing Party”) upon the [*] for such Distracting Product, and thereafter update the Development Committee at least annually, regarding the progress and results of the [*] of such Distracting Product. As of the time the Developing Party has [*] for such Distracting Product, the Non-Developing Party shall have the right to [*] of Licensed Product throughout the Territory, including having a [*] by any of the committees provided for under this Agreement, and shall [*] in the best interests of

Licensed Product. The Developing Party shall provide prompt written notice of the [*] for a Distracting Product to the Non-Developing Party, but in no event later than [*] after the occurrence of such [*]. At least [*] prior to the expected date of [*] of such Distracting Product, the Developing Party shall provide the Commercialization Committee a commercialization plan for such Distracting Product (and any other Information related to such Distracting Product reasonably requested by any member of the other Party of the Commercialization Committee, including the [*] for such Distracting Product) for the Non-Developing Party’s review and determination of whether to include such Distracting Product in the Collaboration. The Non-Developing Party will have the right to approve inclusion of the Distracting Product into the Collaboration within [*] days following the date the Developing Party provides the commercialization plan for the Distracting Product to the Commercialization Committee (and the Developing Party shall seek to promptly provide to the Non-Developing Party any other Information reasonably requested during such period). If the Non-Developing Party approves the inclusion of such Distracting Product into the Collaboration, such Distracting Product shall be deemed a Licensed Product and the Parties shall [*] with respect to such Licensed Product [*] of this Agreement, in each case except as set forth in Section 6.5 (Collaboration Terms with respect to a Distracting Product). If the Non-Developing Party does not approve the inclusion of such Distracting Product into the Collaboration, the Developing Party shall [*]; provided however, (i) the Developing Party shall [*] of such Distracting Product in the Territory during the Term; and (ii) as of the time the Developing Party has s[*] of such Distracting Product, the Non-Developing Party shall (x) have the right to [*] of Licensed Product throughout the Territory, including having a [*] any of the committees provided for under this Agreement, and shall [*] in the best interests of Licensed Product, and (y) have the right to [*], with respect to Licensed Product throughout the Territory (collectively the items in clauses (i) and (ii), the “Distracting Product Commercial Conditions”). The Developing Party shall provide prompt written notice of the [*] of such Distracting Product to the Non-Developing Party, but in no event later than [*] days after the occurrence of such [*]. Unless and until a Distracting Product has been approved for inclusion in the Collaboration pursuant to this Section 6.3 (Addition of Distracting Products), the Developing Party shall ensure that information and materials relating to the Collaboration are not shared with or used for the benefit of, and are sequestered from, personnel working on the Distracting Program (and vice versa) and that no personnel working on the Distracting Program works on the Collaboration (and vice versa). The obligations of the Developing Party and the rights of the Non-Developing Party under this Section 6.3 (Addition of Distracting Products) shall expire [*] (the applicable date, the “Distracting Product Expiration Date”); provided, however, that any right (other than a right to receive annual progress reports) of the Non-Developing Party under this Section 6.3 (Addition of Distracting Products) that is triggered (e.g., the applicable event occurs to permit exercise of such right) prior to the Distracting Product Expiration Date shall survive, and with respect to any Distracting Product for which the first [*] of such Distracting Product had been filed prior to the Distracting Product Expiration Date, (1) if such Distracting Product is included into the Collaboration, such inclusion (and the corresponding rights and obligations under this Agreement) shall survive such expiration, and (2) if such Distracting Product is not included into the Collaboration, the Distracting

Collaboration Terms with respect to a Distracting Product. Upon inclusion of a Distracting Product into the Collaboration as a Licensed Product pursuant to Section 6.3 (Addition of Distracting Products), the following exceptions with respect to Article 8 shall apply: (i) [*] will be applicable with respect to such Licensed Product; (ii) from and after inclusion of the Licensed Product in the Collaboration, the Parties will [*], such that the Non-Developing Party will [*] and the Developing Party will [*]; (iii) the non-Developing Party will [*] for such Licensed Product; and (iv) if Licensee is the Developing Party or the Distracting Transaction Party with respect to such new Licensed

Product, the [*] with respect to such new Licensed Product shall be [*] of such new Licensed Product in Japan. Further, each Party shall have primary responsibility for Patent Matters of the patents and patent applications Controlled by it relating to such Licensed Product not already being handled hereunder with respect to another Licensed Product in the Collaboration, and each Party shall have the first right to enforce such patents (and the corresponding know-how) in its respective commercial territory. The Parties will discuss in good faith how best to provide clinical and commercial supply of such Licensed Product and the handling of regulatory responsibilities with respect to the manufacture of such Licensed Product.

Development Milestone Payments. Licensee shall pay Amgen the following non-refundable, non-creditable development and commercial milestone payments as set forth below, in each case within [*] days after the occurrence of the

corresponding event with respect to the first Licensed Product to achieve such event. If a milestone payment becomes due for occurrence of a milestone event with respect to Licensed Product in a particular country or region of the Territory (i.e., the United States, Europe or Japan) for a particular Indication and Licensee has not paid a milestone payment listed prior in order in the below table to the milestone payment then due for such Licensed Product with respect to such country or region for such Indication, then Licensee shall pay all such previously listed and unpaid milestone payment concurrently with payment of the milestone payment then due (regardless of whether or not the milestone event corresponding to the previously unpaid milestone payment has occurred with respect to such Licensed Product in such country or region for such Indication). For the avoidance of doubt, in the event the first sale of a Licensed Product takes place for a use recognized by insurance payers, established drug compendia or other process enabling payment or reimbursement prior to Regulatory Approval, Licensee shall pay Amgen both the Regulatory Approval and First Commercial Sale milestone payments with respect to such first sale event.

Milestone Event

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Withholding. In the event that Law requires a Party to pay or withhold Taxes with respect to any payment to be made by such Party pursuant to this Agreement, such Party shall notify the other Party in writing of such payment or withholding requirements prior to making the first payment to the other Party in which any such payment or withholding of Taxes will be deducted and provide such assistance to the other Party, including the

provision of such documentation as may be required by a tax authority, as may be reasonably necessary in the other Party’s efforts to claim an exemption from or reduction of such Taxes. If the Party required to make the payment pursuant to this Agreement, in accordance with Law, withholds Taxes from the amount due, it shall remit such Taxes to the appropriate tax authority, and furnish the other Party with proof of payment of such Taxes within [*] days following payment thereof. If Taxes are paid to a tax authority, the Party that made the withholding shall provide such assistance to the other Party as is reasonably required to obtain a refund of Taxes withheld, or obtain a credit with respect to Taxes paid.

[*] shall have the right, but not the obligation, to control, itself or through outside counsel reasonably acceptable to [*] and directed by [*], the

preparation, filing (including filing for correction of claims or specifications), prosecution, maintenance and defense (including responses to patent office communications, any office actions, oppositions, interferences and challenges (whether before a patent authority or judicial body) related thereto) (the foregoing collectively “Patent Matters”) with respect to [*] as well as preparation and filing for any [*] shall reasonably [*].

Confidentiality; Exceptions. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, during the Term and for [*] years thereafter, the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any confidential and proprietary information and materials furnished to it by, or otherwise obtained from, the other Party pursuant to this Agreement, in whatever form or medium (collectively, “Confidential Information”) (including information known by the employees of Amgen KK, a wholly-owned subsidiary of Amgen, and/or materials in the possession of Amgen KK prior to the consummation of the transactions contemplated in that certain Sale and Purchase Agreement executed concurrently herewith, which shall be considered the Confidential Information of Amgen). Licensee acknowledges the value of Confidential Information (including data provided by Amgen hereunder) and shall have no right to and shall not utilize any Confidential Information of Amgen for activities in the Territory (including, with respect to the research, development or commercialization of any Distracting Product or other programs or products of Licensee in the Territory or for any other purpose) except as expressly provided for in this Agreement. For the avoidance of doubt, Confidential Information of a Party shall include all information and materials disclosed by such Party or its designee that (i) is marked as “Confidential,” “Proprietary” or with similar designation at the time of disclosure or (ii) by its nature can

reasonably be expected to be considered Confidential Information by the recipient. Information disclosed orally shall not be required to be identified as such to be considered Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it can be established by written documentation by the receiving Party that such information:

Authorized Disclosure. Except as expressly provided otherwise in this Agreement, each Party may use and disclose Confidential Information of the other Party solely as follows: (i) under appropriate confidentiality provisions substantially equivalent to those in this Agreement: (a) in connection with the performance of its obligations or as reasonably necessary or useful in the exercise of its rights under this Agreement, and (b) to the extent such disclosure is reasonably necessary or useful in conducting development under this Agreement; (ii) to the extent such disclosure is to a Governmental Authority as reasonably necessary in filing or prosecuting patent, copyright and trademark applications in accordance with this Agreement, prosecuting or defending litigation in accordance with this Agreement, complying with applicable governmental regulations with respect to performance under this Agreement, filing Regulatory Filings, obtaining Regulatory Approval or fulfilling post-approval regulatory obligations for a Licensed Product, or otherwise required by Law; provided, however, that if a Party is required by Law or the rules of any securities exchange or automated quotation system to make any such disclosure of the other Party’s Confidential Information it shall, except where impracticable for necessary disclosures (for example, in the event of medical emergency), give reasonable advance notice to the other Party of such disclosure requirement and, in the case of each of the foregoing, shall use its reasonable efforts to

secure confidential treatment of such Confidential Information required to be disclosed; (iii) to advisors (including lawyers and accountants) on a need to know basis, in each case under appropriate confidentiality provisions or professional standards of confidentiality substantially equivalent to those of this Agreement; or (iv) to the extent mutually agreed to by the Parties.

Oversight and Review. Except as required by Law or court order, with respect to any publication or presentation concerning the activities conducted in the

Territory hereunder with respect to Licensed Product, including studies or clinical trials carried out by a Party under this Agreement, the Party desiring to publish or present any such publication or presentation (the “Publishing Party”): (i) shall transmit to the other Party (the “Reviewing Party”) for review and comment a copy of the proposed publication or presentation, at least [*] days prior to the submission of the proposed publication or presentation to a Third Party; (ii) shall postpone the publication or presentation for up to an additional [*] days upon request by the Reviewing Party in order to allow the consideration of appropriate patent applications or other protection to be filed on information contained in the publication or presentation; (iii) upon request of the Reviewing Party, shall remove all Confidential Information of the Reviewing Party from the information intended to be published or presented; and (iv) shall consider all reasonable comments made by the Reviewing Party to the proposed publication or presentation.

Indemnity. Subject to the remainder of this Article 13 (Indemnification), Licensee shall defend, indemnify, and hold harmless Amgen, its Affiliates, and their respective directors, officers, employees and agents (collectively, “Amgen Indemnitees”), at Licensee’s cost and expense, from and against any and all liabilities, losses, costs, damages, fees or expenses (including reasonable legal expenses and attorneys’ fees incurred by any Amgen Indemnitees until such time as Licensee has acknowledged and assumed its indemnification obligation hereunder with respect to a claim) paid to a Third Party

(collectively, “Losses”) arising out of any claim, action, lawsuit, or other proceeding (other than a shareholder derivative suit or like action) (collectively, “Claims”) brought against any Amgen Indemnitee by a Third Party to the extent such Losses result from (i) the gross negligence or willful misconduct of Licensee, or its Affiliates or agents in exercising its rights or performing its obligations under this Agreement, or (ii) a material breach by Licensee of this Agreement, including any failure of Licensee’s representations or warranties in Section 11.1 (Mutual Representations and Warranties) to be true in any material respect when made, but excluding such Losses to the extent they arise from (y) or (z) below. Subject to the remainder of this Article 13 (Indemnification), Amgen shall defend, indemnify, and hold harmless Licensee, its Affiliates, and their respective directors, officers, employees and agents (collectively, “Licensee Indemnitees”), at Amgen’s cost and expense, from and against any and all Losses (including reasonable legal expenses and attorneys’ fees incurred by any Licensee Indemnitees until such time as Amgen has acknowledged and assumed its indemnification obligation hereunder with respect to the applicable claim) arising out of any Claim brought against any Licensee Indemnitee by a Third Party to the extent such Losses result from (y) the gross negligence or willful misconduct of Amgen, or its Affiliates or agents in exercising its rights or performing its obligations under this Agreement, or (z) a material breach by Amgen of this Agreement, including any failure of Amgen’s representations or warranties in Section 11.1 (Mutual Representations and Warranties) to be true in any material respect when made, but excluding such Losses to the extent they arise from (i) or (ii) above. The indemnification obligations of this Article 13 (Indemnification) shall not apply to commercial supply obligations; any indemnification obligations related to commercial supply shall be handled under the supply agreement to be entered into pursuant to Section 7.3 (Commercial Supply).

Claim for Indemnification. Whenever any Claim or Loss shall arise for which a Licensee Indemnitee or an Amgen Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 (Indemnification), the Indemnified Party shall promptly notify the other Party (the “Indemnifying Party”) of the Claim or Loss and, when known, the facts constituting the basis for the Claim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.2 (Claim for Indemnification) shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party shall have exclusive control of the defense and settlement of all Claims for which it is responsible for indemnification and shall promptly assume defense thereof at its own expense. The Indemnified Party shall not settle or compromise any Claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event shall the Indemnifying Party settle any Claim without the prior written consent of the other Party if such settlement does not include a complete release from liability on such Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the other Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the other Party is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense

and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information shall be subject to Article 10 (Confidentiality and Publications).

Failure of Licensee to Use Reasonably Diligent Efforts. In the event Licensee fails to use Reasonably Diligent Efforts with respect to the development and

commercialization of Licensed Product in a Major Market Country, and fails to cure such breach within [*] days after the receipt of such notice, without limiting other available remedies, Amgen shall have the right to terminate this Agreement for the entire region of Europe, if such Major Market Country is within Europe, or for the entire region of Asia, if such Major Market Country is within Asia. In the event Licensee fails to use Reasonably Diligent Efforts with respect to the development and commercialization of Licensed Product in a country other than a Major Market Country, and fails to cure such breach within [*] days after receipt of such notice, without limiting other available remedies, Amgen shall have the right to terminate this Agreement in such particular country. For the purpose of this provision, “Major Market Country” means [*].

Transition Period. During the [*] period following [*] (the “Transition Period”), the Parties shall cooperate to transition the development (including any ongoing trials, to the extent permitted by Law) and commercialization of, regulatory responsibility for, and, if applicable, manufacture of the Licensed Product in the Territory in Indications from Licensee to Amgen. Licensee shall take all actions reasonably requested by Amgen to facilitate such transition, and the Parties shall conduct such transition expeditiously and as reasonably necessary to minimize disruption in the development and commercialization of a Licensed Product in the Territory. The Parties shall each be responsible for [*] in accordance with this Section 14.5 (Transition Period), provided that, in the event of

termination by Licensee under Section 14.2.1 (Termination for Breach), [*] in accordance with this Section 14.5 (Transition Period).

Change of Control. Licensee shall give Amgen written notice within [*] days after the public announcement or disclosure of any proposed Change of Control of Licensee. In the event of the occurrence of any Change of Control of Licensee, then upon written

notice by Amgen to Licensee: [*]. In addition, should such Change of Control involve [*], Amgen shall have the right to [*].

Entire Agreement. This Agreement, including the attached Appendices, Schedules and Exhibits constitutes the entire agreement between the Parties as to the subject matter of this Agreement, and supersedes and merges all prior negotiations, representations, agreements and understandings regarding the same. The foregoing is without prejudice to the Parties’ rights and obligations pursuant to the Sale and Purchase Agreement, License

Agreement relating to Japan rights to multiple products, and the Vectibix Supply Agreement, each between the Parties and executed concurrently herewith.

If to Amgen:

Amgen Inc.

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Attention: Corporate Secretary

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Facsimile: [*]

If to Licensee:

Takeda Pharmaceutical Company Limited

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Attention: General Manager, Global Licensing and Business Development

Telephone: [*]

Facsimile: [*]

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